Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Document and Entity Information | |
Document Type | S-1 |
Entity Registrant Name | Gelesis Holdings, Inc. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001805087 |
Amendment Flag | false |
BALANCE SHEET
BALANCE SHEET - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jul. 07, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Feb. 14, 2020 | Feb. 13, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||||||||||||
Cash | $ 32,022,000 | $ 48,144,000 | $ 35,774,000 | |||||||||
Prepaid expenses | 5,116,000 | 1,024,000 | 314,000 | |||||||||
Total current assets | 62,789,000 | 92,875,000 | 40,079,000 | |||||||||
Total assets | 148,254,000 | 163,843,000 | 78,966,000 | |||||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||||||
Total current liabilities | 84,530,000 | 17,522,000 | 12,511,000 | |||||||||
Total liabilities | 136,429,000 | 84,827,000 | 44,137,000 | |||||||||
Commitments | ||||||||||||
Stockholders' Deficit | ||||||||||||
Common stock, $0.0001 par value - 48,595,723 shares authorized at September 30, 2021 and December 31, 2020; 2,166,330 and 2,155,490 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 1,000 | 1,000 | 1,000 | |||||||||
Additional paid-in capital | (111,141,000) | 23,907,000 | 26,248,000 | |||||||||
Accumulated deficit | (246,124,000) | (171,784,000) | (145,423,000) | |||||||||
Total stockholders' deficit | (356,892,000) | (146,938,000) | $ (134,274,000) | (119,063,000) | $ (111,413,000) | |||||||
Total liabilities, noncontrolling interest, redeemable convertible preferred stock and stockholders' deficit | 148,254,000 | 163,843,000 | $ 78,966,000 | |||||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||
Current assets | ||||||||||||
Cash | 304,944 | 491,827 | ||||||||||
Prepaid expenses | 39,816 | 65,973 | ||||||||||
Total current assets | 344,760 | 557,800 | ||||||||||
Cash and marketable securities held in Trust Account | 276,178,675 | 276,209,453 | ||||||||||
Total assets | 276,523,435 | 276,767,253 | ||||||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||||||
Accounts payable and Accrued expenses | 1,630,832 | |||||||||||
Warrant liabilities | 32,386,148 | 30,101,808 | ||||||||||
Deferred underwriting fee payable | 9,660,000 | 9,660,000 | $ 9,660,000 | |||||||||
Total liabilities | 44,806,220 | 41,392,640 | ||||||||||
Commitments | ||||||||||||
Class A common stock subject to possible redemption 27,600,000 shares at redemption value as of September 30, 2021 and December 31, 2020 | 276,028,675 | 276,033,447 | ||||||||||
Stockholders' Deficit | ||||||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 | ||||||||||
Additional paid-in capital | 0 | 0 | ||||||||||
Accumulated deficit | (44,312,150) | (40,659,524) | ||||||||||
Total stockholders' deficit | (44,311,460) | $ (30,073,974) | $ (26,026,715) | (40,658,834) | $ (25,532,857) | $ 24,000 | $ 24,000 | $ 0 | $ 0 | |||
Total liabilities, noncontrolling interest, redeemable convertible preferred stock and stockholders' deficit | 276,523,435 | 276,767,253 | ||||||||||
Class A common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||
Stockholders' Deficit | ||||||||||||
Common stock, $0.0001 par value - 48,595,723 shares authorized at September 30, 2021 and December 31, 2020; 2,166,330 and 2,155,490 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 0 | 0 | ||||||||||
Class B common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||
Stockholders' Deficit | ||||||||||||
Common stock, $0.0001 par value - 48,595,723 shares authorized at September 30, 2021 and December 31, 2020; 2,166,330 and 2,155,490 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | $ 690 | $ 690 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Feb. 26, 2020 | Dec. 31, 2019 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized | 48,595,723 | 48,595,723 | 44,217,112 | |
Ordinary shares, shares issued | 2,166,330 | 2,155,490 | 2,144,651 | |
Ordinary shares, shares outstanding | 2,166,330 | 2,155,490 | 2,144,651 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Class A common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Ordinary shares, shares issued | 0 | 0 | ||
Ordinary shares, shares outstanding | 0 | 0 | ||
Temporary Equity, Shares Outstanding | 27,600,000 | |||
Class B common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Ordinary shares, shares issued | 6,900,000 | 6,900,000 | ||
Ordinary shares, shares outstanding | 6,900,000 | 6,900,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Formation and operating costs | $ 73,132,000 | $ 31,519,000 | $ 49,666,000 | $ 31,212,000 | ||||||||||
Loss from operations | (64,839,000) | (12,276,000) | (28,224,000) | (31,212,000) | ||||||||||
Other income: | ||||||||||||||
Change in fair value of warrant liabilities | (1,466,000) | 3,538,000 | ||||||||||||
Net loss | $ (74,055,000) | $ (11,965,000) | $ (25,905,000) | $ (22,964,000) | ||||||||||
Weighted Average Number of Shares Outstanding, Basic | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 | ||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 | ||||||||||
Earnings Per Share, Basic | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) | ||||||||||
Earnings Per Share, Diluted | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) | ||||||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||
Formation and operating costs | $ 2,426,204 | |||||||||||||
Loss from operations | $ (1,113,342) | $ (184,615) | $ (185,615) | $ (1,518,286) | (2,426,204) | |||||||||
Other income: | ||||||||||||||
Interest earned on marketable securities held in Trust Account | 138,117 | 96,143 | 96,143 | 142,997 | 201,441 | |||||||||
Unrealized gain on marketable securities held in Trust Account | (106,039) | 41,496 | 41,496 | 2,231 | 8,012 | |||||||||
Change in fair value of warrant liabilities | (13,174,144) | 613,900 | 613,900 | (2,284,340) | (12,406,208) | |||||||||
Transaction costs incurred in connection with warrant liability | (671,901) | |||||||||||||
Total other income (expense), net | (13,142,066) | 79,638 | 79,638 | (2,139,112) | (12,868,656) | |||||||||
Net loss | $ (1,000) | $ (1,000) | $ (14,255,408) | $ (4,088,974) | $ 14,686,984 | $ (15,180,169) | $ (113,691) | $ 0 | $ (114,691) | $ (3,657,398) | $ (15,294,860) | |||
Weighted Average Number of Shares Outstanding, Basic | 8,269,814 | |||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 8,269,814 | |||||||||||||
Earnings Per Share, Basic | $ (1.85) | |||||||||||||
Earnings Per Share, Diluted | $ (1.85) | |||||||||||||
Class A common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||
Other income: | ||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 27,600,000 | 25,780,220 | 10,761,468 | 27,600,000 | 15,758,710 | |||||||||
Weighted Average Number of Shares Outstanding, Diluted | 27,600,000 | 27,600,000 | 10,761,468 | 25,780,220 | 15,758,710 | |||||||||
Earnings Per Share, Basic | $ (0.41) | $ (0.01) | $ (0.11) | $ (0.69) | ||||||||||
Earnings Per Share, Diluted | $ (0.41) | $ (0.11) | $ (0.01) | $ 0 | $ (0.69) | |||||||||
Class B common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||
Other income: | ||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 6,900,000 | 6,840,659 | 6,350,917 | 6,900,000 | 6,513,871 | |||||||||
Weighted Average Number of Shares Outstanding, Diluted | 6,900,000 | 6,900,000 | 6,350,917 | 6,840,659 | 6,513,871 | |||||||||
Earnings Per Share, Basic | $ (0.41) | $ 0 | $ (0.01) | $ (0.11) | $ (0.69) | |||||||||
Earnings Per Share, Diluted | $ (0.41) | $ (0.11) | $ (0.010) | $ (0.01) | $ (0.69) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Class A common stockCommon stockCAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Class B common stockCommon stockCAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Common stock | Additional Paid-in CapitalCAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Additional Paid-in Capital | Accumulated DeficitCAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Accumulated Deficit | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Total |
Balance at beginning at Dec. 31, 2018 | $ 1,000 | $ 11,045,000 | $ (122,459,000) | $ (111,413,000) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of senior preferred stock to redemption value | 10,400,000 | ||||||||
Net income (loss) | (22,964,000) | (22,964,000) | |||||||
Balance at ending at Dec. 31, 2019 | 1,000 | 26,248,000 | (145,423,000) | (119,063,000) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of senior preferred stock to redemption value | (6,568,000) | ||||||||
Net income (loss) | (11,965,000) | (11,965,000) | |||||||
Balance at ending at Sep. 30, 2020 | $ 690 | 1,000 | 23,008,000 | $ (25,533,547) | (157,744,000) | $ (25,532,857) | (134,274,000) | ||
Balance at the end (in shares) at Sep. 30, 2020 | 6,900,000 | ||||||||
Balance at beginning at Dec. 31, 2019 | 1,000 | 26,248,000 | (145,423,000) | (119,063,000) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise/Issuance of warrants | 4,322,000 | 4,322,000 | |||||||
Accretion of senior preferred stock to redemption value | (11,372,000) | ||||||||
Net income (loss) | (25,905,000) | (25,905,000) | |||||||
Balance at ending at Dec. 31, 2020 | $ 690 | 1,000 | $ 0 | 23,907,000 | (40,659,524) | (171,784,000) | (40,658,834) | (146,938,000) | |
Balance at the end (in shares) at Dec. 31, 2020 | 6,900,000 | ||||||||
Balance at beginning at Feb. 13, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||||
Balance at the beginning (in shares) at Feb. 13, 2020 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of Class B common stock to Sponsor | $ 690 | 24,310 | 25,000 | ||||||
Issuance of Class B common stock to Sponsor (in shares) | 6,900,000 | ||||||||
Net income (loss) | (1,000) | (1,000) | |||||||
Balance at ending at Mar. 31, 2020 | $ 690 | 24,310 | (1,000) | 24,000 | |||||
Balance at the end (in shares) at Mar. 31, 2020 | 6,900,000 | ||||||||
Balance at beginning at Feb. 13, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||||
Balance at the beginning (in shares) at Feb. 13, 2020 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (114,691) | ||||||||
Balance at ending at Sep. 30, 2020 | $ 690 | 1,000 | 23,008,000 | (25,533,547) | (157,744,000) | (25,532,857) | (134,274,000) | ||
Balance at the end (in shares) at Sep. 30, 2020 | 6,900,000 | ||||||||
Balance at beginning at Feb. 13, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||||
Balance at the beginning (in shares) at Feb. 13, 2020 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of senior preferred stock to redemption value | (26,667,374) | ||||||||
Net income (loss) | (15,294,860) | ||||||||
Balance at ending at Dec. 31, 2020 | $ 690 | 1,000 | 0 | 23,907,000 | (40,659,524) | (171,784,000) | (40,658,834) | (146,938,000) | |
Balance at the end (in shares) at Dec. 31, 2020 | 6,900,000 | ||||||||
Balance at beginning at Feb. 14, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||||
Balance at the beginning (in shares) at Feb. 14, 2020 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of Class B common stock to Sponsor | $ 690 | 24,310 | 25,000 | ||||||
Issuance of Class B common stock to Sponsor (in shares) | 6,900,000 | ||||||||
Net income (loss) | (1,000) | (1,000) | |||||||
Balance at ending at Mar. 31, 2020 | $ 690 | 24,310 | (1,000) | 24,000 | |||||
Balance at the end (in shares) at Mar. 31, 2020 | 6,900,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | $ 0 | $ 0 | 0 | 0 | 0 | ||||
Balance at ending at Jun. 30, 2020 | $ 690 | 24,310 | (1,000) | 24,000 | |||||
Balance at the end (in shares) at Jun. 30, 2020 | 6,900,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Cash paid in excess of fair value of Private Placement Warrants | 1,278,400 | 1,278,400 | |||||||
Accretion of senior preferred stock to redemption value | (1,302,710) | (25,418,856) | (26,721,566) | ||||||
Net income (loss) | (113,691) | (113,691) | |||||||
Balance at ending at Sep. 30, 2020 | $ 690 | 1,000 | 23,008,000 | (25,533,547) | (157,744,000) | (25,532,857) | (134,274,000) | ||
Balance at the end (in shares) at Sep. 30, 2020 | 6,900,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of senior preferred stock to redemption value | (54,192) | (54,192) | |||||||
Net income (loss) | (15,180,169) | (15,180,169) | |||||||
Balance at ending at Dec. 31, 2020 | $ 690 | 1,000 | 0 | 23,907,000 | (40,659,524) | (171,784,000) | (40,658,834) | (146,938,000) | |
Balance at the end (in shares) at Dec. 31, 2020 | 6,900,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of senior preferred stock to redemption value | 0 | (54,865) | (54,865) | ||||||
Net income (loss) | 0 | 14,686,984 | 14,686,984 | ||||||
Balance at ending at Mar. 31, 2021 | $ 690 | 0 | (26,027,405) | (26,026,715) | |||||
Balance at the end (in shares) at Mar. 31, 2021 | 6,900,000 | ||||||||
Balance at beginning at Dec. 31, 2020 | $ 690 | 1,000 | 0 | 23,907,000 | (40,659,524) | (171,784,000) | (40,658,834) | (146,938,000) | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 6,900,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of senior preferred stock to redemption value | (139,237,000) | ||||||||
Net income (loss) | (74,055,000) | (3,657,398) | (74,055,000) | ||||||
Balance at ending at Sep. 30, 2021 | $ 690 | 1,000 | 0 | (111,141,000) | (44,312,150) | (246,124,000) | (44,311,460) | (356,892,000) | |
Balance at the end (in shares) at Sep. 30, 2021 | 6,900,000 | ||||||||
Balance at beginning at Mar. 31, 2021 | $ 690 | 0 | (26,027,405) | (26,026,715) | |||||
Balance at the beginning (in shares) at Mar. 31, 2021 | 6,900,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of senior preferred stock to redemption value | 0 | 41,715 | 41,715 | ||||||
Net income (loss) | 0 | (4,088,974) | (4,088,974) | ||||||
Balance at ending at Jun. 30, 2021 | $ 690 | 0 | (30,074,664) | (30,073,974) | |||||
Balance at the end (in shares) at Jun. 30, 2021 | 6,900,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of senior preferred stock to redemption value | 0 | 17,922 | 17,922 | ||||||
Net income (loss) | 0 | (14,255,408) | (14,255,408) | ||||||
Balance at ending at Sep. 30, 2021 | $ 690 | $ 1,000 | $ 0 | $ (111,141,000) | $ (44,312,150) | $ (246,124,000) | $ (44,311,460) | $ (356,892,000) | |
Balance at the end (in shares) at Sep. 30, 2021 | 6,900,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 11 Months Ended |
Dec. 31, 2020USD ($) | |
Net Cash Provided by (Used in) Financing Activities [Abstract] | |
Cash and cash equivalents at end of year | $ 48,144,000 |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |
Net loss | (15,294,860) |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | |
Interest earned on marketable securities held in Trust Account | (201,441) |
Unrealized gain on marketable securities held in Trust Account | (8,012) |
Change in the fair value of warrants | 12,406,208 |
Transaction costs incurred in connection with warrant liability | 671,901 |
Increase (Decrease) in Operating Capital [Abstract] | |
Prepaid expenses | (65,973) |
Accounts payable and accrued expenses | 1,630,832 |
Net cash used in operating activities | (861,345) |
Net Cash Provided by (Used in) Investing Activities [Abstract] | |
Investment of cash in Trust Account | (276,000,000) |
Net cash provided by (used in) investing activities | (276,000,000) |
Net Cash Provided by (Used in) Financing Activities [Abstract] | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 270,480,000 |
Proceeds from sale of Private Placement Warrants | 7,520,000 |
Proceeds from promissory note - related party | 150,000 |
Repayment of promissory note - related party | (150,000) |
Payment of offering costs | (671,828) |
Net cash provided by financing activities | 277,353,172 |
Net Change in Cash | 491,827 |
Cash and cash equivalents at beginning of year | 0 |
Cash and cash equivalents at end of year | 491,827 |
Non-Cash investing and financing activities: | |
Initial classification of Class A common stock subject to possible redemption | 276,000,000 |
Change in value of Class A common stock subject to possible redemption | 33,447 |
Deferred underwriting fee payable | 9,660,000 |
Initial classification of warrant liability | $ 17,695,600 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Capstar Special Purpose Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 14, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the consumer, healthcare and technology, media and telecommunications (“TMT”) industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has one wholly-owned subsidiary, CPSR Gelesis Merger Sub, Inc., which was incorporated in the State of Delaware on July 2, 2021 (“Merger Sub”). As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, the search for a target company for a Business Combination and activities in connection with the proposed business combination with Gelesis, Inc., a Delaware corporation (“Gelesis”) (see Note 7). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account. The registration statement for the Company’s Initial Public Offering was declared effective on July 1, 2020. On July 7, 2020, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,520,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Capstar Sponsor Group, LLC (the “Sponsor”), generating gross proceeds of $7,520,000, which is described in Note 5. Transaction costs amounted to $15,851,828, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $671,828 of other offering costs. Following the closing of the Initial Public Offering on July 7, 2020, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”). The proceeds are held in the Trust Account located in the United States and shall be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (i) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (ii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. The Company will have until July 7, 2022 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Management’s Plan As of September 30, 2021, the Company had $304,944 in its operating bank accounts, $276,178,675 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $2,265,312, which excludes $150,000 of franchise taxes payable. On July 28, 2021, the Sponsor committed to provide the Company an aggregate of $4,000,000 in loans for working capital purposes (see Note 6). These loans will be non-interest bearing, unsecured and will be repaid upon the consummation of a Business Combination. If the Company does not consummate a Business Combination, all amounts loaned to the Company in connection with these loans will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account. As a result, management has determined that sufficient capital exists to sustain operations through the earlier of the consummation of a Business Combination or July 7, 2022, the scheduled liquidation date of the Company if a Business Combination is not completed. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Capstar Special Purpose Acquisition Corp. (the “Company”) was incorporated in Delaware on February 14, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the consumer, healthcare and technology, media and telecommunications (“TMT”) industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from February 14, 2020 (inception) through December 31, 2020 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and the search for a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on July 1, 2020. On July 7, 2020, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,520,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Capstar Sponsor Group, LLC (the “Sponsor”), generating gross proceeds of $7,520,000, which is described in Note 5. Transaction costs amounted to $15,851,828, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $671,828 of other offering costs. Following the closing of the Initial Public Offering on July 7, 2020, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”). The proceeds are held in the Trust Account located in the United States and shall be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (i) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (ii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. The Company will have until July 7, 2022 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Management’s Plan As of December 31, 2020, the Company had $491,827 in its operating bank accounts, $276,209,453 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $897,026, which excludes $176,006 of franchise taxes payable. As of December 31, 2020, approximately $209,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. As of December 31, 2020, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements and had substantial doubt over its ability to continue as a going concern. On March 3, 2021 (see Note 12), the Sponsor committed to provide the Company an aggregate of $1,500,000 in loans for working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations for at least one year from the issuance date of these financial statements and therefore substantial doubt has been alleviated. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s condensed consolidated financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that temporary equity should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a classification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its income (loss) per common share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s condensed consolidated financial statements is reflected in the following table. As Previously Reported Adjustment As Restated Balance Sheet as of July 7, 2020 Class A common stock subject to possible redemption $ 244,996,570 $ 31,003,430 $ 276,000,000 Class A common stock $ 310 $ (310) $ — Additional paid-in capital $ 5,671,903 $ (5,671,903) $ — Accumulated deficit $ (672,901) $ (25,331,217) $ (26,004,118) Total stockholders’ equity (deficit) $ 5,000,002 $ (31,003,430) $ (26,003,428) Number of shares subject to redemption 24,499,657 3,100,343 27,600,000 Balance Sheet as of September 30, 2020 Class A common stock subject to possible redemption $ 245,554,779 $ 30,532,860 $ 276,087,639 Class A common stock $ 305 $ (305) $ — Additional paid-in capital $ 5,113,699 $ (5,113,699) $ — Accumulated deficit $ (114,691) $ (25,418,856) $ (25,533,547) Total stockholders’ equity (deficit) $ 5,000,003 $ (30,532,860) $ (25,532,857) Number of shares subject to redemption 24,547,683 3,052,317 27,600,000 Balance Sheet as of December 31, 2020 Class A common stock subject to possible redemption $ 230,374,604 $ 45,658,843 $ 276,033,447 Class A common stock $ 457 $ (457) $ — Additional paid-in capital $ 20,293,722 $ (20,293,722) $ — Accumulated deficit $ (15,294,860) $ (25,364,664) $ (40,659,524) Total stockholders’ equity (deficit) $ 5,000,009 $ (45,658,843) $ (40,658,834) Number of shares subject to redemption 23,034,669 4,565,331 27,600,000 Balance Sheet as of March 31, 2021 Class A common stock subject to possible redemption $ 245,061,587 $ 31,026,725 $ 276,088,312 Class A common stock $ 311 $ (311) $ — Additional paid-in capital $ 5,606,885 $ (5,606,885) $ — Accumulated deficit $ (607,876) $ (25,419,529) $ (26,027,405) Total stockholders’ equity (deficit) $ 5,000,010 $ (31,026,725) $ (26,026,715) Number of shares subject to redemption 24,493,884 3,106,116 27,600,000 Balance Sheet as of June 30, 2021 Class A common stock subject to possible redemption $ 240,972,620 $ 35,073,977 $ 276,046,597 Class A common stock $ 352 $ (352) $ — Additional paid-in capital $ 9,695,811 $ (9,695,811) $ — Accumulated deficit $ (4,696,850) $ (25,377,814) $ (30,074,664) Total stockholders’ equity (deficit) $ 5,000,003 $ (35,073,977) $ (30,073,974) Number of shares subject to redemption 24,084,470 3,515,530 27,600,000 Statement of Operations for the Period from February 14, 2020 (Inception) Through September 30, 2020 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,499,657 (24,499,657) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 7,559,767 (7,559,767) — Basic and diluted net loss per share, Non-redeemable common stock $ (0.02) $ 0.02 $ — Weighted average shares outstanding of Class A common stock — 10,761,468 10,761,468 Basic and diluted net loss per share, Class A common stock $ — $ (0.01) $ (0.01) Weighted average shares outstanding of Class B common stock — 6,350,917 6,350,917 Basic and diluted net loss per share, Class B common stock $ — $ (0.01) $ (0.01) Statement of Operations for the Period from February 14, 2020 (Inception) Through December 31, 2020 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,524,620 (24,524,620) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 8,269,814 (8,269,814) — Basic and diluted net loss per share, Non-redeemable common stock $ (1.85) $ 1.85 $ — Weighted average shares outstanding of Class A common stock — 15,758,710 15,758,710 Basic and diluted net loss per share, Class A common stock $ — $ (0.69) $ (0.69) Weighted average shares outstanding of Class B common stock — 6,513,871 6,513,871 Basic and diluted net loss per share, Class B common stock $ — $ (0.69) $ (0.69) Statement of Operations for the Three Months Ended March 31, 2021 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 23,034,669 (23,034,669) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 11,465,331 (11,465,331) — Basic and diluted net income per share, Non-redeemable common stock $ 1.28 $ (1.28) $ — Weighted average shares outstanding of Class A common stock — 27,600,000 27,600,000 Basic and diluted net income per share, Class A common stock $ — $ 0.43 $ 0.43 Weighted average shares outstanding of Class B common stock — 6,900,000 6,900,000 Basic and diluted net income per share, Class B common stock $ — $ 0.43 $ 0.43 As Previously Reported Adjustment As Restated Statement of Operations for the Three Months Ended June 30, 2021 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,493,884 (24,493,884) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 10,006,116 (10,006,116) — Basic and diluted net loss per share, Non-redeemable common stock $ (0.41) $ 0.41 $ — Weighted average shares outstanding of Class A common stock — 27,600,000 27,600,000 Basic and diluted net loss per share, Class A common stock $ — $ — $ — Weighted average shares outstanding of Class B common stock — 6,900,000 6,900,000 Basic and diluted net loss per share, Class B common stock $ — $ (0.59) $ (0.59) Statement of Operations for the Six Months Ended June 30, 2021 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 23,768,307 (23,768,307) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 10,731,693 (10,731,693) — Basic and diluted net income per share, Non-redeemable common stock $ 0.99 $ (0.99) $ — Weighted average shares outstanding of Class A common stock — 27,600,000 27,600,000 Basic and diluted net income per share, Class A common stock $ — $ 0.31 $ 0.31 Weighted average shares outstanding of Class B common stock — 6,900,000 6,900,000 Basic and diluted net income per share, Class B common stock $ — $ 0.31 $ 0.31 Statement of Changes in Shareholders’ Equity (Deficit) for the Period from February 14, 2020 (Inception) Through September 30, 2020 Sale of 27,600,000 Units, net of underwriting discounts $ 249,366,073 $ (249,366,073) $ — Class A common stock subject to possible redemption $ (245,554,775) $ 245,554,775 $ — Accretion for Class A ordinary share subject to redemption amount $ — $ (26,721,566) $ (26,721,566) Total shareholders’ equity (deficit) $ 5,000,003 $ (30,532,860) $ (25,532,857) Statement of Changes in Shareholders’ Equity (Deficit) for the Period from February 14, 2020 (Inception) Through December 31, 2020 Sale of 27,600,000 Units, net of underwriting discounts $ 249,366,073 $ (249,366,073) $ — Class A common stock subject to possible redemption $ (230,374,604) $ 230,374,604 $ — Accretion for Class A ordinary share subject to redemption amount $ — $ (26,721,566) $ (26,721,566) Total shareholders’ equity (deficit) $ 5,000,009 $ (45,658,843) $ (40,658,834) Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 Class A common stock subject to possible redemption $ (14,686,983) $ 14,686,983 $ — Accretion for Class A ordinary share subject to redemption amount $ — $ (54,865) $ (54,865) Total shareholders’ equity (deficit) $ 5,000,010 $ (31,026,725) $ (26,026,715) Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 Class A common stock subject to possible redemption $ (4,088,967) $ 4,088,967 $ — Accretion for Class A ordinary share subject to redemption amount $ — $ 41,715 $ 41,715 Total shareholders’ equity (deficit) $ 5,000,003 $ (35,073,977) $ (30,073,974) Statement of Cash Flows for the Period of February 14, 2020 through September 30, 2020 (unaudited) Initial classification of Class A common stock subject to possible redemption $ 244,996,570 $ 31,003,430 $ 276,000,000 Change in value of Class A common stock subject to possible redemption $ 558,209 $ (470,570) $ 87,639 Statement of Cash Flows for the Period of February 14, 2020 through December 31, 2020 (unaudited) Initial classification of Class A common stock subject to possible redemption $ 244,996,570 $ 31,003,430 $ 276,000,000 Change in value of Class A common stock subject to possible redemption $ (14,621,966) $ 14,655,413 $ 33,447 Statement of Cash Flows for the Three Months Ended March 31, 2021 Change in value of Class A common stock subject to possible redemption $ 14,686,983 $ (14,598,671) $ 88,312 Statement of Cash Flows for the Six Months Ended June 30, 2021 Change in value of Class A common stock subject to possible redemption $ 10,598,016 $ (10,551,419) $ 46,597 | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Amendment 1 The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the staff of the Division of Corporation Finance of the Securities and Exchange Commission issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of July 7, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants (including on July 7, 2020, September 30, 2020 and December 31, 2020) and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported cash or investments held in the trust account. Amendment 2 In connection with the preparation of the Company’s condensed consolidated financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that temporary equity should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a classification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its income (loss) per common share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities or operating results. As As As Previously Adjustments Restated Adjustments Restated Reported (Amendment 1) (Amendment 1) (Amendment 2) (Amendment 2) Balance sheet as of July 7, 2020 (unaudited) Warrant Liability $ — $ 17,695,600 $ 17,695,600 $ — $ 17,695,600 Class A Common Stock Subject to Possible Redemption 262,692,170 (17,695,600) 244,996,570 31,003,430 276,000,000 Class A Common Stock 133 177 310 (310) — Additional Paid-in Capital 5,000,179 671,724 5,671,903 (5,671,903) — Accumulated Deficit (1,000) (671,901) (672,901) (25,331,217) (26,004,118) Balance sheet as of September 30, 2020 (unaudited) Warrant Liability $ — $ 17,081,700 $ 17,081,700 $ — $ 17,081,700 Class A Common Stock Subject to Possible Redemption 262,636,479 (17,081,700) 245,554,779 30,532,860 276,087,639 Class A Common Stock 134 171 305 (305) — Additional Paid-in Capital 5,055,869 57,830 5,113,699 (5,113,699) — Accumulated Deficit (56,690) (58,001) (114,691) (25,418,856) (25,533,547) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 30,101,808 $ 30,101,808 $ — 30,101,808 Class A Common Stock Subject to Possible Redemption 260,476,412 (30,101,808) 230,374,604 45,658,843 276,033,447 Common Stock 156 301 457 (457) — Additional Paid-in Capital 7,215,914 13,077,808 20,293,722 (20,293,722) — Accumulated Deficit (2,216,751) (13,078,109) (15,294,860) (25,364,664) (40,659,524) Statement of Operations for the Period from February 14, 2020 (inception) to September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ 613,900 $ 613,900 — 613,900 Transaction costs associated with Initial Public Offering — (671,901) (671,901) — (671,901) Net loss (56,690) (58,001) (114,691) — (114,691) Weighted average shares outstanding, Common stock subject to possible redemption 26,269,217 (1,769,560) 24,499,657 (24,499,657) — Basic and diluted net income per share, Common stock subject to possible redemption 0.00 — 0.00 — — Weighted average shares outstanding, Non-redeemable common stock 6,869,801 689,966 7,559,767 (7,559,767) — Basic and diluted net loss per share, Non-redeemable common stock (0.02) — (0.02) 0.02 — Weighted average shares outstanding of Class A common stock — — — 10,761,468 10,761,468 Basic and diluted net loss per share, Class A common stock — — — (0.01) (0.01) Weighted average shares outstanding of Class B common stock — — — 6,350,917 6,350,917 Basic and diluted net loss per share, Class B common stock — — — (0.01) (0.01) Statement of Operations for the Period from February 14, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (12,406,208) $ (12,406,208) — (12,406,208) Transaction costs associated with Initial Public Offering — (671,901) (671,901) — (671,901) Net loss (2,216,751) (13,078,109) (15,294,860) — (15,294,860) Weighted average shares outstanding, Common stock subject to possible redemption 26,261,989 (1,737,369) 24,524,620 (24,524,620) — Basic and diluted net income per share, Common stock subject to possible redemption 0.00 — 0.00 — — Weighted average shares outstanding, Common stock 7,273,705 1,010,362 8,269,814 (8,269,814) — Basic and diluted net loss per share, Common stock (0.31) (1.54) (1.85) 1.85 — Weighted average shares outstanding of Class A common stock — — — 15,758,710 15,758,710 Basic and diluted net loss per share, Class A common stock — — — (0.69) (0.69) Weighted average shares outstanding of Class B common stock — — — 6,513,871 6,513,871 Basic and diluted net loss per share, Class B common stock — — — (0.69) (0.69) Basic and diluted net loss per share, Class B common stock — — — (0.69) (0.69) Statement of Changes in Stockholders’ Equity (Deficit) for the Period from February 14, 2020 (inception) to September 30, 2020 (audited) Sales of 27,600,000 Units, net of underwriting discounts 249,366,073 — — (249,366,073) — Class A common stock subject to possible redemption (245,554,775) — — 245,554,775 — Accretion for Class A common stock subject to redemption amount — — — (26,721,566) (26,721,566) Total stockholders’ equity (deficit) 5,000,003 — — (30,532,860) (25,532,857) Statement of Changes in Stockholders’ Equity (Deficit) for the Period from February 14, 2020 (inception) to December 31, 2020 (audited) Sales of 27,600,000 Units, net of underwriting discounts 249,366,073 — — (249,366,073) — Class A common stock subject to possible redemption (230,374,604) — — (230,374,604) — Accretion for Class A common stock subject to redemption amount — — — (26,721,566) (26,721,566) Total stockholders’ equity (deficit) 5,000,009 — — (45,658,843) (46,658,834) Cash Flow Statement for the Period from February 14, 2020 (inception) to September 30, 2020 (unaudited) Net loss (56,690) (58,001) (114,691) — (114,691) Change in fair value of warrant liability $ — $ (613,900) $ (613,900) — (613,900) Transaction costs associated with Initial Public Offering — 671,901 671,901 — 671,901 Initial classification of Class A common stock subject to possible redemption 262,692,170 (17,695,600) 244,996,570 31,003,430 276,000,000 Change in value of Class A common stock subject to possible redemption (55,691) 613,900 558,209 (470,570) 87,639 Cash Flow Statement for the Period from February 14, 2020 (inception) to December 31, 2020 (audited) Net loss (2,216,751) (13,078,109) (15,294,860) — (15,294,860) Change in fair value of warrant liability $ — $ (12,406,208) $ (12,406,208) — (12,406,208) Transaction costs associated with Initial Public Offering — (671,901) (671,901) — (671,901) Initial classification of Class A common stock subject to possible redemption 262,692,170 (17,695,600) 244,996,570 31,003,430 276,000,000 Change in value of Class A common stock subject to possible redemption (2,215,758) (12,406,208) (14,621,966) 14,655,413 33,447 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company’s condensed consolidated financial statements are prepared in accordance with the U.S. Securities and Exchange Commission’s rules for the presentation of interim financial statements, which permit certain disclosures to be condensed or omitted. These financial statements should be read in conjunction with the Company’s annual financial statements for the years ended December 31, 2020. In the opinion of management, the accompanying interim financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2021, and its results of operations, statement of changes in redeemable convertible preferred stock and stockholder’s deficit and cash flows for the nine months ended September 30, 2021 and 2020. Operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The interim financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and related notes as of and for the year ended December 31, 2020. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The Company assesses the above estimates on an ongoing basis; however, actual results could materially differ from those estimates. Subsequent Event(s) The Company considers events or transactions that occur after the balance sheet date but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all events and transactions through the date these financial statements were filed with the Securities and Exchange Commission (“SEC”) or were available to be issued. Marketable Securities The Companies classifies all investment securities as available-for-sale, as the sale of such securities may be required prior to maturity. These investment securities are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive loss until realized. The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, as well as interest, are included in interest income. Realized gains and losses from sale of available- for-sale securities, if any, are determined on a specific identification basic and are also included in interest income. The Company reviews all available-for-sale securities at each period end to determine if they remain available-for-sale based on then current intent and ability to sell the security if it is required to do so. Marketable securities are subject to a periodic impairment review. The Company may recognize an impairment charge when a decline in the fair value of investments below the cost basis is determined to be other-than-temporary. The Company did not have any marketable securities deemed to be impaired as of September 30, 2021 and December 31, 2020. Fair Value of Financial Instruments The guidance in FASB ASC 820, Fair Value Measurements and Disclosures Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. The Company’s tranche rights liability, preferred stock warrants, and call option liability (see Note 11) are recorded at fair value on a recurring basis. The carrying amount of accounts receivable, grants receivable, accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The carrying amount of notes payable is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described below (see Note 3). Preferred Stock Warrant Liability: shares issuable under the warrants, and because all of the redeemable convertible preferred stock warrants are exercisable for preferred shares. Redeemable convertible preferred stock warrants are initially recorded at fair value, with gains and losses arising from subsequent changes in fair value recognized in the consolidated statements of operations at each period end while such instruments are outstanding. The Company measures fair value of redeemable convertible preferred stock warrants using a Black-Scholes option pricing model (see Note 11). Tranche Rights Liability: Distinguishing Liabilities from Equity Noncontrolling Interests: Accounts Receivable The Company extends credit to customers based upon contractual terms or its evaluation of the customer’s financial condition. Customer accounts receivable are stated at amounts due net of applicable discounts and other contractual adjustments as well as an allowance for doubtful accounts. The Company assesses the need for an allowance for doubtful accounts based upon currently expected credit losses (“CECL”) by considering a number of factors, including the length of time trade accounts receivable are past due, the customer’s ability to pay its obligation and the condition of the general economy and the industry as a whole. The Company will write off accounts receivable when the Company determines that they are uncollectible. The Company has not historically experienced any collection issues or significant credit losses. Based on historical receipts and collections history, management has determined that an allowance for doubtful accounts is not necessary as of September 30, 2021 and December 31, 2020. Recently Adopted Accounting Pronouncements Credit Losses In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). The FASB has subsequently issued amendments to ASU 2016-13, which have the same effective and transition date of fiscal years beginning after December 15, 2019 for SEC filers other than small reporting companies, and fiscal years beginning after December 15, 2022 for all other entities. These standards require that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establish additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, these standards now require allowances to be recorded instead of reducing the amortized cost of the investment. The Company adopted the new standard on January 1, 2021. The Company has completed the assessment of the standard based on the composition of its portfolio of financial instruments and current and forecasted economic conditions, performed its calculations for credit losses and established processes and internal controls that are required to comply with the new credit loss standard and related disclosure requirements. The adoption of this standard did not have a significant impact on the condensed consolidated financial position and results of operations. | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company consolidates those entities where it has a direct and indirect controlling financial interest based on either a variable interest model or voting interest model. The Company’s consolidated financial statements include the accounts of the Company, its two wholly-owned subsidiaries and a variable interest entity (“VIE”), Gelesis S.r.l., in which the Company has a controlling interest and is the primary beneficiary. The noncontrolling interest attributable to the Company’s VIE is presented as a separate component from stockholders’ deficit in the consolidated balance sheets and as a noncontrolling interest in the consolidated statements of noncontrolling interest, redeemable convertible preferred stock and stockholders’ deficit. All intercompany balances and transactions have been eliminated in consolidation. Under the variable interest model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and (ii) the obligations to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The consolidation status of a VIE may change as a result of such reassessments. Changes in consolidation status are applied prospectively in accordance with U.S. GAAP. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The Company assesses the above estimates on an ongoing basis; however, actual results could materially differ from those estimates. Subsequent Event(s) The Company considers events or transactions that occur after the balance sheet date but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all events and transactions through the date these financial statements were filed with the Securities and Exchange Commission (“SEC”) or were available to be issued. Fair Value of Financial Instruments The guidance in FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. The Company’s tranche rights liability, preferred stock warrants, and call option liability (see Note 11) are recorded at fair value on a recurring basis. The carrying amount of accounts receivable, grants receivable, accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The carrying amount of notes payable is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described below (see Note 3). Preferred Stock Warrant Liability: The Company has recorded redeemable convertible preferred stock warrants issued to investors as liabilities as the terms of the warrants are not fixed due to potential adjustments in the exercise price and/or the number of shares issuable under the warrants, and because all of the redeemable convertible preferred stock warrants are exercisable for preferred shares. Redeemable convertible preferred stock warrants are initially recorded at fair value, with gains and losses arising from subsequent changes in fair value recognized in the consolidated statements of operations at each period end while such instruments are outstanding. The Company measures fair value of redeemable convertible preferred stock warrants using a Black-Scholes option pricing model (see Note 11). Tranche Rights Liability: Distinguishing Liabilities from Equity Noncontrolling Interests: Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Cash equivalents, which consist of money market accounts purchased with original maturities of less than 90 days from the date of purchase, are stated at fair value. Marketable Securities The Companies classifies all investment securities as available-for-sale, as the sale of such securities may be required prior to maturity. These investment securities are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive loss until realized. The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, as well as interest, are included in interest income. Realized gains and losses from sale of available- for-sale securities, if any, are determined on a specific identification basic and are also included in interest income. The Company reviews all available-for-sale securities at each period end to determine if they remain available-for-sale based on then current intent and ability to sell the security if it is required to do so. Marketable securities are subject to a periodic impairment review. The Company may recognize an impairment charge when a decline in the fair value of investments below the cost basis is determined to be other-than-temporary. The Company did not have any marketable securities deemed to be impaired as of December 31, 2020 and did not have any marketable securities as of December 31, 2019. Accounts Receivable Accounts receivable are carried at the invoiced amount less an allowance for doubtful accounts. Doubtful accounts are provided for on the basis of anticipated collection losses, and the expense associated with the allowance for doubtful accounts is recognized as Selling, general and administrative expense. The estimated losses are determined from historical collection experience and a review of outstanding accounts receivable. A receivable is considered past due if the Company has not received payment within the stated payment terms. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. The Company has not historically experienced any significant credit losses. Based on historical receipts and collections history, management has determined that an allowance for doubtful accounts is not necessary as of December 31, 2020 or 2019. Government Grants The Company recognizes grants from governmental agencies in other income on the consolidated statement of operations, gross of the expenditures that were related to the underlying project being co-funded by the grant, when there is reasonable assurance that the Company will comply with the conditions attached to the grant arrangement and payments under the grant will be received. The Company evaluates the conditions of each individual grant as of each reporting period to ensure that the Company has reached reasonable assurance of meeting the conditions of each grant arrangement and that it is expected that the grant payment will be received as a result of meeting the necessary conditions. The Company has been awarded grants from government agencies in Italy for certain capital expenditures and expenses incurred for research and development work performed under specified programs conducted in Italy. The Company submits qualifying expenses and capital purchases for reimbursement under each specified program, which occurs after the Company has made the capital purchases and/or incurred the research and development costs. The Company records a grant receivable upon incurring such expenses, as approval and reimbursement are considered to be perfunctory once the qualifying program has been approved. Government grants are recognized in the consolidated statements of operations on a systematic basis over the periods in which the Company recognizes the related costs for which the government grant is intended to compensate. Specifically, grant income related to research and development costs is recognized as such expenses are incurred. Research and development costs that were incurred prior to the approval of a qualifying program are recognized as grant income immediately upon approval of the program by the grantor. Grant income related to qualifying capital purchases is recognized in proportion to the depreciation expense incurred on the underlying assets. Deferred income related to capital purchases for which grant income will be recognized beyond twelve months from the balance sheet date is classified as long-term deferred income on the consolidated balance sheets and amortized to other income, net, over the same life of the related asset. Inventory The Company manufactures its own super-absorbent hydrogels used in Plenity ® Inventories comprise raw materials, including raw materials for packaging components, work-in- process, and finished goods, which are goods that are available for sale. The Company states inventory at the lower of cost or net realizable value with the cost based on the first-in, first-out method. If the Company identifies excess, obsolete or unsalable items, it writes down its inventory to its net realizable value in the period in which the impairment is identified. These adjustments are recorded based upon various factors related to the product, including the level of product manufactured by the Company, the level of product in the distribution channel, current and projected demand, the expected shelf-life of the product and firm inventory purchase commitments. Significant shipping and handling costs incurred for inventory purchases are included in inventory and costs incurred for product shipments are recorded in cost of goods sold as incurred. The Company started capitalizing inventory upon its first approval of Plenity from the FDA in April 2019. Prior to that date, the Company expensed all costs incurred related to the manufacturing of Plenity as research and development expense because of the inherent risks associated with the development of a product candidate, the uncertainty about the regulatory approval process and the lack of history for the Company of regulatory approval. The Company as not capitalized inventory costs related to product candidates in its development programs to date. As of December 31, 2020, were no previously expensed Plenity inventory held by the Company. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations as incurred whereas major betterments are capitalized as additions to property and equipment. Depreciation and amortization begin at the time the asset is placed in service, and are recorded using the straight-line method over the estimated useful lives, as follows: Asset Category Useful Lives Computer equipment and software 1 – 3 years Laboratory and manufacturing equipment 2.5 – 8 years Leasehold improvements 5 – 10 years, or the remaining term of lease, if shorter Buildings and land improvements 18 – 20 years Land Not depreciated Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to the undiscounted expected future cash flows the assets are expected to generate and recognizes an impairment loss equal to the excess of the carrying value over the fair value of the related asset. For the years ended December 31, 2020 and 2019, there were no indicators of impairment. Intangible Assets Intangible assets with estimable useful lives, or definite-lived intangibles, are carried at cost and are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment upon certain triggering events. We routinely review the remaining estimated useful lives of definite-lived intangible assets. If we reduce the estimated useful life assumption, the remaining unamortized balance is amortized over the revised estimated useful life. Redeemable Convertible Preferred Stock The Company has classified redeemable convertible preferred stock as temporary equity in the consolidated balance sheets due to certain change in control clauses that are outside of the Company’s control, including liquidation, sale, or transfer of control of the Company, as holders of the redeemable convertible preferred stock could cause redemption of the shares in these situations. The Company accretes the carrying values of the classes of redeemable convertible preferred stock that are mandatorily redeemable to the redemption values. The Company does not accrete the carrying values of the classes of redeemable convertible preferred stock that are not mandatory redeemable to the redemption values since a liquidation event, sale, or transfer is not considered probable. Subsequent adjustments of the carrying values to the ultimate redemption values will be made only if and when it becomes probable that such a liquidation event will occur. Upon completion of a qualified initial public offering (“IPO”), as defined in the Company’s certificate of incorporation, the redeemable convertible preferred stock will automatically convert to common stock. Leases Effective January 2019, the Company determines if an arrangement is a lease at contract inception under ASC 842 — Leases . 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. The Company recognizes operating lease assets and liabilities at the commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. As the discount rate implicit in the leases was typically not readily determinable, the Company utilized the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. incremental borrowing rate (IBR). The Company has elected to apply the practical expedient to account for lease and non-lease components as a single lease component for new and modified leases commencing after adoption election. The Company has also elected not to recognize leases with an initial term of 12 months or less on the consolidated balance sheets, instead, those lease payments are recognized in the consolidated statements of operations on a straight-line basis over the lease term. Revenue Recognition Product Revenue The Company commercializes Plenity in the U.S. markets principally through synergistic partnerships with online pharmacies and telehealth providers, which in turn sell Plenity directly to patients based on prescriptions. Outside the U.S., the Company primarily seeks collaborations with strategic partners to market Plenity and obtain necessary regulatory approvals as necessary. Product revenue is recognized by the Company in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services when the customer obtains control of the product, which occurs at a point in time, typically when the product is received by the Company’s customers. Reserves for Variable Consideration Revenues from product sales are recorded as product revenue at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established and which result from discounts, returns, patient incentives and assistance and other allowances that are offered within contracts between the Company and its direct and indirect customers, including online pharmacies, telehealth providers, health care providers, and patients relating to the Company’s product sales. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (if the amount is payable to the customer) or a current liability (if the amount is payable to a party other than a customer). Where appropriate, these estimates take into consideration a range of possible outcomes that are probability-weighted for relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which the Company is entitled based on the terms of the contract(s). The amount of variable consideration that is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known. The Company has no plan to seek government or commercial payor reimbursements in the US or the overseas markets. Therefore, reserves for variable consideration do not contain any components related to government and payor rebates or chargebacks. Product Return The Company generally does not accept customer returns except for product quality related cases. The Company evaluates quality related returns and adjust the corresponding product warranty reserves and liabilities at least quarterly and at the end of each reporting period. License and Collaboration Revenues The Company recognizes revenue from product sales and collaboration arrangements in accordance with ASC 606, Revenue from Contracts with Customers Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available, and whether the goods or services are integral or dependent to other goods or services in the contract. For performance obligations which consist of the Company’s materials, shipping and distribution activities occur prior to the transfer of control of the Company’s materials and are considered activities to fulfill the Company’s promise to deliver goods to the customers. The Company has entered and anticipates to enter future license, collaboration and/or distribution agreements, which are within the scope of ASC 606, to manufacture and commercialize product(s). The terms of these agreements typically contain multiple promises or obligations, which may include: (i) manufacturing and supply of covered products, and (ii) regulatory support activities to be provided to the collaboration partner relating to the covered product(s). Payments to the Company under these agreements may include payments based upon the achievement of certain milestones and royalties on any resulting net product sales. The Company first evaluates collaboration arrangements to determine whether the arrangement (or part of the arrangement) represents a collaborative arrangement pursuant to ASC Topic 808, Collaborative Arrangements, progress. As of and for the two years ended December 31, 2020, there were no performance obligations to be satisfied over time for recognition purposes. Amounts received prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. Amounts recognized as revenue, but not yet received or invoiced are generally recognized as contract assets. Selling, General and Administrative Costs Selling, general and administrative costs are expensed as incurred. Selling, general and administrative costs include salaries and benefits, stock-based compensation expense, and costs of programs and infrastructure necessary for the general conduct of the Company’s business, including those incurred as a result of the commercialization of the Company’s products. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include payroll and personnel expense, consulting costs, external contract research and development expenses, as well as depreciation and utilities. Prepaid research and development costs are deferred and amortized over the service period, as the services are provided. Stock-Based Compensation Effective January 1, 2020, the Company accounts for all stock-based compensation awards granted to employees and non-employees in accordance with ASC 718, Compensation — Stock Compensation ● exercise price: In determining the exercise prices for options granted, the Board of Directors has considered the fair value of the common stock as of each grant date. The fair value of the common stock underlying the stock options has been determined by the Board of Directors at each award grant date based upon the estimated fair value of the Company’s common stock as determined by an independent third-party valuation firm. The specialists at this valuation firm considered a variety of factors including the Company’s financial position and historical financial performance, the status of technological developments within the Company’s products, the composition and ability of the current clinical and management team, an evaluation or benchmark of the Company’s competition, the current business climate in the marketplace, the illiquid nature of the common stock, arm’s length sales of the Company’s capital stock (including Series Preferred), the effect of the rights and preferences of the preferred stockholders, and the prospects of a liquidity event, among others. ● expected volatility: As the Company is a privately-owned company, there is not sufficient historical volatility for the expected term of the options. Therefore, the Company used an average historical share price volatility based on an analysis of reported data for a peer group of comparable companies for which historical information is available. For these analyses, the Company selects companies with comparable characteristics to itself including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock- based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its stock-based awards. The Company intends to consistently apply this process using representative companies until a sufficient amount of historical information regarding the volatility of its own share price becomes available; ● risk-free interest rate, which is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption; ● expected term, which is calculated using the simplified method, as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment, as the Company has insufficient historical information regarding its stock options to provide a basis for an estimate. Under this approach, the weighted-average expected life is presumed to be the average of the contractual term of ten years and the weighted-average vesting term of the stock options, taking into consideration multiple vesting tranches; ● dividend yield, which is zero based on the fact that the Company never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Prior to the adoption of Accounting Standards ASU No. 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Income Taxes The consolidated financial statements reflect provisions for federal, state, local and foreign income taxes. Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax basis of assets and liabilities using rates anticipated to be in effect when such temporary differences reverse. A change in tax rates is recognized in income in the period of the enactment date. A valuation allowance against net deferred tax assets is required if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company also assesses the probability that the positions taken or expected to be taken in its income tax returns will be sustained by taxing authorities. A “more likely than not” (more than 50%) recognition threshold must be met before a tax benefit can be recognized. Tax positions that are more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position, are reflected in the Company’s consolidated financial statements. Tax positions are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The difference between the benefit recognized for a position and the tax benefit claimed on a tax return is referred to as an unrecognized tax benefit. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. Foreign Currency Translation The financial statements of each of the Company’s subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars using period-end exchange rates for assets and liabilities, historical exchange rates for stockholders’ equity and weighted average exchange rates for operating results. Translation gains and losses are included in accumulated other comprehensive income (loss) in stockholders’ equity. Foreign currency transaction gains and losses are included in other (expense) income, net in the results of operations. Reclassifications Certain items in the prior year consolidated financial statements have been reclassified to conform to the current presentation. Concentrations of Credit Risk and Off -Balance-Sheet Risk The Company has no significant off-balance-sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash and cash equivalents, investments, accounts receivable and unbilled account receivables. The Company’s cash balances, trade receivables, and grants receivable subject the Company to significant concentrations of credit risk. Periodically, the Company maintains deposits in government insured financial institutions in excess of government insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash. The Company’s grants receivable are due from government agencies, which the Company believes to have high credit quality. The Company has a limited number of commercial customers. The Company monitors the creditworthiness of customers to whom it grants credit terms and has not experienced any credit losses. Earnings (Loss) per Share The Company computes basic earnings (loss) per share by dividing income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding. During periods of income, the Company allocates participating securities a proportional share of income determined by dividing total weighted average participating securities by the sum of the total weighted average common shares and participating securities (the “two-class method”). The Company’s restricted stock and various series of preferred stocks participate in dividends declared by the Company and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods of loss, the Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company. The Company computes diluted earnings (loss) per share after giving consideration to the dilutive effect of stock options and warrants that are outstanding during the period, except where such non-participating se | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. Certain information or footnote disclosures normally included in condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A, as filed with the SEC on July 8, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value in respect of each reporting period. This liability is subject to re-measurement at each balance sheet date until the Warrants are exercised, and any change in fair value is recognized in the statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At September 30, 2021 and December 31, 2020, the ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,454,000) Ordinary shares issuance costs (15,179,714) Plus: Accretion of carrying value to redemption value 26,667,374 Ordinary shares subject to possible redemption, 12/31/20 276,033,447 Accretion of carrying value to redemption value (4,772) Ordinary shares subject to possible redemption, 9/30/21 $ 276,028,675 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The effective tax rates differ from the statutory tax rate for the periods presented primarily due to the change in warrant valuation and the valuation allowance recorded on the Company’s net operating losses. ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,320,000 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from Three Months Ended Nine Months Ended Three Months Ended February 14, September 30, September 30, September 30, 2020 (Inception) Through 2021 2021 2020 September 30, 2020 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ (11,404,326) $ (2,851,082) $ (2,925,918) $ (731,480) $ (89,850) $ (23,841) $ (72,126) $ (42,565) Denominator: Basic and diluted weighted average stock outstanding 27,600,000 6,900,000 27,600,000 6,900,000 25,780,220 6,840,659 10,761,468 6,350,917 Basic and diluted net income (loss) per common share $ (0.41) $ (0.41) $ (0.11) $ (0.11) $ (0.00) $ (0.00) $ (0.01) $ (0.01) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1,2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Warrant Liability (Restated, see Note 2 — Amendment 1) The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Class A Common Stock Subject to Possible Redemption (Restated, see Note 2 — Amendment 2) The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2020, the common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,454,000) Class A common stock issuance costs (15,179,927) Plus: Accretion of carrying value to redemption value 26,667,374 Class A common stock subject to possible redemption, 12/31/20 276,033,447 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. Net (Loss) per Common Share (Restated, see Note 2—Amendment 1) Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,320,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts) as previously restated to reflect Amendment 1 only. See Amendment 2 following this amendment to reflect the amounts, as restated, per the financial statements: For the Period from February 14, 2020 (Inception) Through December 31, 2020 Class A Common Stock Subject to Possible Redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 174,810 Less: interest available to be withdrawn for payment of taxes (146,895) Less: interest available to be withdrawn for working capital — Net income attributable to Class A common stock subject to possible redemption $ 27,915 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,524,620 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (15,294,860) Net income allocable to Class A common stock subject to possible redemption (27,915) Non-Redeemable Net Loss $ (15,322,775) Denominator: Weighted Average Non-redeemable common Stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 8,269,814 Basic and diluted net loss per share, Non-redeemable common stock $ (1.85) As discussed in Note 2, the financial statements as of December 31, 2020 and for the period from February 14, 2020 (inception) through December 31, 2020 have been restated (Amendment 1 — presentation of warrant liability and Amendment 2 — presentation of class A common stock subject to possible redemption). The information provided under this section was prepared in connection with Amendment 1 — presentation of warrant liability, and has been amended and restated in connection with Amendment 2 — presentation of class A common stock subject to possible redemption, as described below under “Net Loss per Common Share (Restated, see Note 2 — Amendment 2)”. Net Loss per Common Share (Restated, see Note 2 — Amendment 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share”. Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,320,000 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2020 and September 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts), as restated: For the Period from February 14, 2020 (inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted (10,821,703) (4,473,157) Denominator: — Basic and diluted weighted average stock outstanding 15,758,710 6,513,871 Basic and diluted net loss per common share (0.69) (0.69) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements (Restated, see Note 2 — Amendment 1) The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
PUBLIC OFFERING | NOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 3,600,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one | NOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 3,600,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one -half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, on July 7, 2020, the Sponsor purchased an aggregate of 7,520,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,520,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, on July 7, 2020, the Sponsor purchased an aggregate of 7,520,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,520,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | 20. Related Party Transactions The Company had the following transactions with related parties: PureTech The Company engages PureTech to provide, among other things, management expertise, strategic advice, administrative support, computer and telecommunications services and office infrastructure. In exchange for providing such services, the Company pays PureTech a monthly fee. In addition, PureTech periodically invoices the Company for out-of-pocket expenses reasonably incurred in connection with providing such business services. The Company incurred general and administrative costs for management services provided by PureTech totaling $0.5 million and $0.4 million during the nine months ended September 30, 2021 and 2020, respectively. The Company incurred royalty expense of $0.2 million and less than $0.1 million in connection with the PureTech royalty agreement (see Note 19) during the nine months ended September 30, 2021 and 2020, respectively. The Company had outstanding current liabilities to PureTech of less than $0.1 million and $0.1 million at September 30, 2021 and December 31, 2020, respectively. One S.r.l Consulting Agreement with Founder of One In 2008, in connection with entering into a patent license and assignment agreement with One, the Company and one of the founders of One, who is also a stockholder of the Company, executed a consulting agreement for the development of the underlying intellectual property. The Company incurred costs for consulting services received from the founder totaling $0.1 million during both the nine months ended September 30, 2021 and 2020. The Company has outstanding accrued expenses to the founder of approximately $19,000 and approximately $43,000 at September 30, 2021 and December 31, 2020, respectively. Acquisition of One In connection with the amended and restated master agreement with One (see Note 11), Gelesis S.r.l., a VIE of the Company, acquired a 10.0% equity interest in One. No payments related to the acquisition were made to One shareholders by the Company during the nine months ended September 30, 2021 and 2020. The Company had remaining undiscounted payments of €5.0 million due to One as of September 30, 2021 and December 31, 2020 (approximately $5.8 million and $6.1 million as of September 30, 2021 and December 31, 2020, respectively). Additionally, the Company incurred royalty expense of $0.2 million and less than $0.1 million in connection with the One royalty agreement (see Note 19) during the nine months ended September 30, 2021 and 2020, respectively. CMS Agreements In connection with the CMS Agreements entered into in June 2020, the Company sold 1,158,077 shares of Series 3 Growth to CMS for an aggregate purchase price of $20.0 million (see Note 14). In addition, Company granted CMS a license to use its IP and the rights to sell the Product in the CMS Territory in exchange for a one-time, non-refundable and non-creditable upfront fee of $15.0 million, a time-based milestone payment of $5.0 million, and a sales milestone payment that ranges from the low millions of dollars to the low hundred millions of dollars based on the aggregate net sales of all products in the CMS Territory during a calendar year (see Note 5). As of September 30, 2021, the regulatory milestone and sales milestone had not been met. RIF Transaction In connection with the RIF transaction entered into in August 2020, the Company received €10.0 million (approximately $11.6 million at September 30, 2021) from RIF as an equity investment that can be called by the Company beginning in December 2023 and ending in December 2026 by paying the investment plus 15.0% percent annual interest or put by RIF starting in January 2027 and ending in December 2027 for the investment amount plus 3.175% percent annual interest. RIF holds approximately 22% of the equity of Gelesis S.r.l. at December 31, 2020 (see Note 11). In addition, the shareholders of RIF provided the Company with a loan for €15.0 million (approximately $17.4 million at September 30, 2021) with a fixed interest rate of 6.35% per annum (see Note 12). | 20. Related Party Transactions The Company had the following transactions with related parties: PureTech The Company engages PureTech to provide, among other things, management expertise, strategic advice, administrative support, computer and telecommunications services and office infrastructure. In exchange for providing such services, the Company pays PureTech a monthly fee. In addition, PureTech periodically invoices the Company for out-of-pocket expenses reasonably incurred in connection with providing such business services. The Company incurred general and administrative costs for management services provided by PureTech totaling $0.5 million during each of the years ended December 31, 2020 and 2019. The Company incurred royalty expense of $0.1 million in connection with the PureTech royalty agreement (see Note 19) during the year ended December 31, 2020. The Company had outstanding current liabilities to PureTech of $0.1 million at December 31, 2020 and 2019. One S.r.l Consulting Agreement with Founder of One In 2008, in connection with entering into a patent license and assignment agreement with One, the Company and one of the founders of One, who is also a stockholder of the Company, executed a consulting agreement for the development of the underlying intellectual property. The Company incurred costs for consulting services received from the founder totaling $0.3 million and $0.2 million during the years ended December 31, 2020 and 2019, respectively. The Company has outstanding accrued expenses to the founder of approximately $43,000 and approximately $16,000 at December 31, 2020 and 2019, respectively. Acquisition of One In connection with the amended and restated master agreement with One (see Note 11), Gelesis S.r.l., a VIE of the Company, acquired a 10.0% equity interest in One. During the years ended December 31, 2020 and 2019, the Company made payments to One shareholders totaling $3.1 million and $4.4 million, respectively, related to the acquisition. The Company had remaining undiscounted payments of $6.1 million and $8.5 million due to One as of December 31, 2020 and 2019, respectively. Additionally, the Company incurred royalty expense of $0.1 million in connection with the One royalty agreement (see Note 19) during the year ended December 31, 2020. CMS Agreements In connection with the CMS Agreements entered into in June 2020, the Company sold 1,158,077 shares of Series 3 Growth to CMS for an aggregate purchase price of $20.0 million (see Note 14). In addition, Company granted CMS a license to use its IP and the rights to sell the Product in the CMS Territory in exchange for a one-time, non-refundable and non-creditable upfront fee of $15.0 million, a time-based milestone payment of $5.0 million, and a sales milestone payment that ranges from the low millions of dollars to the low hundred millions of dollars based on the aggregate net sales of all products in the CMS Territory during a calendar year (see Note 5). As of December 31, 2020, the regulatory milestone and sales milestone had not been met. RIF Transaction In connection with the RIF transaction entered into in August 2020, the Company received $12.3 million from RIF as an equity investment that can be called by the Company beginning in December 2023 and ending in December 2026 by paying the investment plus 15.0% percent annual interest or put by RIF starting in January 2027 and ending in December 2027 for the investment amount plus 3.175% percent annual interest. RIF holds approximately 22% of the equity of Gelesis S.r.l. at December 31, 2020 (see Note 11). In addition, the shareholders of RIF provided the Company with a loan for | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On February 26, 2020, the Sponsor purchased 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate price of $25,000. On July 1, 2020, the Company effected a stock dividend of 1,150,000 shares, resulting in the Company’s initial stockholders holding an aggregate of 6,900,000 Founder Shares. The Founder Shares included an aggregate of up to 900,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. All share and per-share amounts have been retroactively restated to reflect the stock dividend. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on July 1, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the three and nine months ended September 30, 2021, the Company incurred $30,000 and $90,000 in fees for these services, respectively. At September 30, 2021, $10,000 of such fees was included in account payable and accrued expense in the condensed consolidated balance sheet. Promissory Note — Related Party On February 14, 2020, the Sponsor agreed to loan the Company an aggregate of up to $250,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of July 31, 2020 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $140,000 was repaid at the closing of the Initial Public Offering on July 7, 2020. Borrowings under the Promissory Note are no longer available. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. On March 3, 2021, the Sponsor committed to provide the Company an aggregate of $1,500,000 in loans for working capital purposes on an as needed basis. Such loans will be evidenced by a promissory note when issued. As of September 30, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans. Sponsor Loan On July 28, 2021, the Sponsor committed to provide the Company an aggregate of $4,000,000 in loans for working capital purposes. These loans will be non-interest bearing, unsecured and will be repaid upon the consummation of a Business Combination. If the Company does not consummate a Business Combination, all amounts loaned to the Company in connection with these loans will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account. As of September 30, 2021, there were no amounts outstanding under these loans. | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On February 26, 2020, the Sponsor purchased 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate price of $25,000. On July 1, 2020, the Company effected a stock dividend of 1,150,000 shares, resulting in the Company’s initial stockholders holding an aggregate of 6,900,000 Founder Shares. The Founder Shares included an aggregate of up to 900,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. All share and per-share amounts have been retroactively restated to reflect the stock dividend. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Administrative Support Agreement The Company entered into an agreement, commencing on July 1, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the period from February 14, 2020 (inception) through December 31, 2020, the Company incurred and paid $60,000 in fees for these services, of which such amount is included in accrued expenses in the accompanying balance sheet. Promissory Note — Related Party On February 14, 2020, the Sponsor agreed to loan the Company an aggregate of up to $250,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of July 31, 2020 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $150,000 was repaid at the closing of the Initial Public Offering on July 7, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. |
COMMITMENTS
COMMITMENTS | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
COMMITMENTS | 19. Commitments and Contingencies Operating Leases The Company has operating leases for office, laboratory and manufacturing space with remaining terms between four In June 2019, the Company entered into an operating lease agreement with PureTech for office space located in Boston, Massachusetts. The lease expires in August 2025, with total lease payments of $3.2 million over the term. In December 2019, the Company recognized an operating lease for its agreement with the Town of Calimera for laboratory and manufacturing space located in Calimera, Italy. The lease expires in December 2023, with total lease payments $0.2 million over the term. As of September 30, 2021, the Company’s operating lease right of use assets was $2.1 million, of which $0.5 million and $1.6 million were short-term and long-term lease liabilities, respectively. As of December 31, 2020, the Company’s operating lease right of use assets was $2.2 million, of which $0.4 million and $1.8 million were short-term and long-term lease liabilities, respectively. Operating lease expense was $0.4 million during both nine months ended September 30, 2021 and 2020, respectively. The remaining noncancelable term of the Company’s operating leases was 3.8 years at September 30, 2021, and the weighted average discount rate was 5.9%. Future minimum rental payments under the Company’s noncancelable operating leases at September 30, 2021 are as follows (in thousands): 2021 (excluding the nine months ended September 30, 2021) $ 134 2022 541 2023 551 2024 528 2025 353 $ 2,107 Royalty Agreements Expenses from royalty agreements on net product sales and sublicense income is recognized as a component of selling, general and administrative expense during the period in which the associated revenues are recognized. PureTech In December 2009, the Company entered into a royalty and sublicense income agreement with PureTech, a significant stockholder in the Company, whereby the Company is required to pay PureTech a 2.0% royalty on net product sales received as a result of developing products and technology using the intellectual property purchased from One. One S.r.l Under the amended and restated master agreement with One, the Company is required to pay a 2.0% royalty on net product sales and €17.5 million (approximately $20.3 million at September 30, 2021) upon the achievement of certain milestones and pay royalties on future sales and/or a percentage of sublicense income. As of September 30, 2021, none of the milestones have been met. Grant Agreements The Company has been awarded grants from governmental agencies, which are recognized as income as the qualifying expenses are incurred (see Note 11). The grant agreements contain certain provisions, including, among others, maintaining a physical presence in the region for defined periods. Failure to comply with these covenants would require either a full or partial refund of the grant to the granting authority. Research and Development Tax Credits The Company’s wholly owned subsidiary, Gelesis S.r.l., which conducts core research and development activities on behalf of the Company, is eligible to receive a non-income based and non-refundable tax credits for qualified research and development activities. The Company has earned research and development tax credits in Italy for qualifying expenses incurred by performing certain research and development activities. For the nine months ended September 30, 2021 and 2020, less than $0.1 million and $0.4 million, respectively, were recorded in the consolidated statements of operations. In December 2018, the Italian government passed a new budget law, effective January 1, 2019, that amended the eligibility criteria for recognizing qualifying research and development tax credits (“2019 Budget Law). The 2019 Budget Law requires retroactive application for research and development tax credits earned during the year ended December 31, 2019. Under the 2019 Budget Law, research and development tax credits claimed in prior periods under previous interpretations of the research and development tax credit law may potentially be repaid by the Company. The Company anticipates further interaction with the Italian Finance Ministry and Italian Tax Authority in 2021 to challenge the eligibility criteria and retroactive application of the 2019 Budget Law within our specific business case, however the likelihood that the Company is successful is uncertain. The Company evaluated the potential loss under ASC 450, Contingencies The Company has recorded $3.1 million and $3.2 million as a component of other long-term liabilities in the accompanying consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively. The Company does not expect this matter to be resolved within the next operating cycle. In October 2021, the Italian federal tax authority initiated an audit of the research and development tax credits for the calendar years 2017 through 2019. The Company expects that this tax audit will continue into 2022. | 19. Commitments and Contingencies Operating Leases The Company has operating leases for office, laboratory and manufacturing space with remaining terms between four and six years. Leases with initial terms of less than twelve months are not recorded as operating leases. The Company recognizes expenses for leases on a straight-line basis over the lease period and has accrued for lease expense incurred but not yet paid. While certain leases contain renewal options, the Company does not include renewal options in determining the term of the lease, used for calculating the associated lease liabilities, unless it is reasonably certain it will execute the renewal option. None of the Company’s leases include variable payments, residual value guarantees or restrictive covenants. In June 2019, the Company entered into an operating lease agreement with PureTech for office space located in Boston, Massachusetts. The lease expires in August 2025, with total lease payments of $3.2 million over the term. In December 2019, the Company recognized an operating lease for its agreement with the Town of Calimera for laboratory and manufacturing space located in Calimera, Italy. The lease expires in December 2023, with total lease payments $0.2 million over the term. As of December 31, 2020, the Company’s operating lease right of use assets was $2.2 million, of which $0.4 million and $1.8 million were short-term and long-term lease liabilities, respectively. As of December 31, 2019, the Company’s operating lease right of use assets was $2.6 million, of which $0.4 million and $2.2 million were short-term and long-term lease liabilities, respectively. Operating lease expense was $0.5 million and $0.3 million during the years ended December 31, 2020 and 2019, respectively. The remaining noncancelable term of the Company’s operating leases was 4.6 years at December 31, 2020, and the weighted average discount rate was 5.9%. Future minimum rental payments under the Company’s noncancelable operating leases at December 31, 2020 are as follows (in thousands): 2021 $ 534 2022 543 2023 553 2024 529 2025 353 $ 2,511 Royalty Agreements Expenses from royalty agreements on net product sales and sublicense income is recognized as a component of selling, general and administrative expense during the period in which the associated revenues are recognized. PureTech In December 2009, the Company entered into a royalty and sublicense income agreement with PureTech, a significant stockholder in the Company, whereby the Company is required to pay PureTech a 2.0% royalty on net product sales received as a result of developing products and technology using the intellectual property purchased from One. One S.r.l Under the amended and restated master agreement with One, the Company is required to pay a 2.0% royalty on net product sales and €17.5 million (approximately $21.5 million) upon the achievement of certain milestones and pay royalties on future sales and/or a percentage of sublicense income. As of December 31, 2020, none of the milestones have been met. Grant Agreements The Company has been awarded grants from governmental agencies, which are recognized as income as the qualifying expenses are incurred (see Note 11). The grant agreements contain certain provisions, including, among others, maintaining a physical presence in the region for defined periods. Failure to comply with these covenants would require either a full or partial refund of the grant to the granting authority. Research and Development Tax Credits The Company’s wholly owned subsidiary, Gelesis S.r.l., which conducts core research and development activities on behalf of the Company, is eligible to receive a non-income based and non-refundable tax credits for qualified research and development activities. The Company has earned research and development tax credits in Italy for qualifying expenses incurred by performing certain research and development activities. For the years ended December 31, 2020 and 2019, $0.6 million and $0.4 million, respectively, were recorded as a reduction to research and development expenses in the consolidated statements of operations. In December 2018, the Italian government passed a new budget law, effective January 1, 2019, that amended the eligibility criteria for recognizing qualifying research and development tax credits (“2019 Budget Law). The 2019 Budget Law requires retroactive application for research and development tax credits earned during the year ended December 31, 2019. Under the 2019 Budget Law, research and development tax credits claimed in prior periods under previous interpretations of the research and development tax credit law may potentially be repaid by the Company. The Company anticipates further interaction with the Italian Finance Ministry and Italian Tax Authority in 2020 to challenge the eligibility criteria and retroactive application of the 2019 Budget Law within our specific business case, however the likelihood that the Company is successful is uncertain. As the research and development tax credits are accounted for as a component of research and development expense in the consolidated statements of operations, the Company evaluated the potential loss under ASC 450, Contingencies concluded that the likelihood of a potential loss arising from this matter is probable. Accordingly, the Company recorded a liability for the contingent loss of $2.3 million at December 31, 2018, representing the difference between research and development tax credits eligible under the 2019 Budget Law and research and development tax credits claimed by the Company through December 31, 2018. The Company claimed an additional $0.6 million of research and development tax credits subject to this contingency during the year ended December 31, 2019 with a corresponding increase recorded to the contingent liability. The Company has recorded $3.2 million and $3.0 million as a component of other long-term liabilities in the accompanying consolidated balance sheets as of December 31, 2020 and 2019, respectively. The Company does not expect this matter to be resolved within the next operating cycle. | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
COMMITMENTS | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on July 1, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement On July 19, 2021, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “ Business Combination Agreement The Business Combination Agreement and the transactions contemplated thereby were approved by the board of directors of each of the Company and Gelesis. The Business Combination Agreement provides for, among other things, that Merger Sub will merge with and into Gelesis, with Gelesis as the surviving company in the merger and, after giving effect to such merger, Gelesis shall be a wholly-owned subsidiary of the Company (the “Merger ” In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, (i) each share of Gelesis outstanding as of immediately prior to the Effective Time will be exchanged for shares of the Company’s common stock, par value $0.0001 per share (“CPSR Shares”) based on an implied Gelesis equity value of $900,000,000; (ii) all vested and unvested stock options of Gelesis will be assumed by the Company and thereafter be settled or exercisable for CPSR Shares, as applicable, determined based on the same implied Gelesis equity value described in clause (i); (iii) each warrant of Gelesis will be canceled in exchange for a warrant to purchase shares of the Company determined based on the same implied Gelesis equity value described in clause (i); and (iv) each share of the Company’s Class A common stock, par value $0.0001 per share (the “ CPSR Class A Common Stock CPSR Class B Common Stock 20 30 On November 8, 2021, CPSR, Merger Sub and Gelesis entered into an Amendment to the Original Business Combination Agreement (the “Business Combination Agreement Amendment,” and together with the Original Business Combination Agreement, the “Business Combination Agreement”), which, among other things (i) adjusts the equity valuation of Gelesis from $900,000,000 to $675,000,000, (ii) increases the number of Earn Out Shares (as defined in the Business Combination Agreement) available to be issued to Company Stockholders (as defined in the Business Combination Agreement) from 15,000,000 to 23,483,250, (iii) provides for the issuance of 1,983,750 additional Capstar Class A Shares to Company Stockholders, equal to the number of Capstar Class B Shares forfeited by the Sponsor and certain affiliates of the Sponsor in accordance with the Sponsor Letter Agreement Amendment (as defined and described in further detail below), and (iv) extends the Termination Date (as defined in the Business Combination Agreement) from January 18, 2022 to January 31, 2022. In connection, and concurrently, with the execution of the Business Combination Agreement Amendment, Capstar, Capstar Sponsor Group LLC, a Delaware limited liability company (the “Sponsor”), certain affiliates of the Sponsor and Gelesis entered into an amendment (the “Sponsor Letter Agreement Amendment”) to that certain Sponsor Letter Agreement, dated July 19, 2021. Pursuant to the Sponsor Letter Agreement Amendment, the parties thereto further agreed, among other things, that (i) the vesting provisions relating to Capstar Class B Shares (as defined in the Sponsor Letter Agreement) be deleted and (ii) as of immediately prior to the Effective Time (as defined in the Sponsor Letter Agreement), 1,983,750 Capstar Class B Shares held by the Sponsor and certain affiliates of the Sponsor be surrendered to Capstar for cancellation upon such surrender, without any consideration for such surrender. The Business Combination is expected to close in the fourth quarter of 2021, following the receipt of the required approval by the Company’s stockholders and the fulfillment of other customary closing conditions. | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on July 1, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | 15. Common Stock The holders of the common stock are entitled to one vote for each share of common stock. Subject to the payment in full of all preferential dividends to which the holders of the preferred stock are entitled, the holders of common stock shall be entitled to receive dividends out of funds legally available. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment or provision for payment of all debts and liabilities of the Company and all preferential amounts to which the holders of preferred stock are entitled with respect to the distribution of assets in liquidation, the holders of common stock shall be entitled to share ratably in the remaining assets of the Company available for distribution. At September 30, 2021 and December 31, 2020 common stock reserved for future issuance was as follows: At September 30, At December 31, 2021 2020 Common stock options outstanding 5,229,675 5,034,858 Conversion of all classes of redeemable convertible preferred stock 18,736,936 18,446,525 Issuances upon exercise of warrants to purchase Series A‑1, upon conversion to common warrants — 74,784 Issuances upon exercise of warrants to purchase Series A‑3, upon conversion to common warrants — 238,189 Issuances upon exercise of warrants to purchase Series A‑4, upon conversion to common warrants 708,493 708,493 Issuances upon exercise of common stock warrants 522,009 522,009 Total common stock reserved for future issuance 25,197,113 25,024,858 | 15. Common Stock The holders of the common stock are entitled to one vote for each share of common stock. Subject to the payment in full of all preferential dividends to which the holders of the preferred stock are entitled, the holders of common stock shall be entitled to receive dividends out of funds legally available. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment or provision for payment of all debts and liabilities of the Company and all preferential amounts to which the holders of preferred stock are entitled with respect to the distribution of assets in liquidation, the holders of common stock shall be entitled to share ratably in the remaining assets of the Company available for distribution. At December 31, 2020 and 2019 common stock reserved for future issuance was as follows: At December 31, 2020 2019 Common stock options outstanding 5,034,858 3,800,342 Conversion of all classes of redeemable convertible preferred stock 18,446,525 15,589,723 Issuances upon exercise of warrants to purchase Series A-1, upon conversion to common warrants 74,784 74,784 Issuances upon exercise of warrants to purchase Series A-3, upon conversion to common warrants 238,189 238,189 Issuances upon exercise of warrants to purchase Series A-4, upon conversion to common warrants 708,493 719,670 Issuances upon exercise of warrants to purchase Series 3 Growth, upon conversion to common warrants — 478,828 Issuances upon exercise of options to purchase Series 4 Growth, upon conversion to common warrants — 2,419,573 Issuances upon exercise of common stock warrants 522,009 — Total common stock reserved for future issuance 25,024,858 23,321,109 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
STOCKHOLDERS' EQUITY | NOTE 8. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock outstanding Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). | NOTE 8. STOCKHOLDERS’ DEFICIT (Restated, see Note 2 — Amendment 2) Preferred Stock outstanding Class A Common Stock outstanding Class B Common Stock outstanding Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
WARRANTS
WARRANTS | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
WARRANTS | NOTE 9. WARRANTS As of September 30, 2021 and December 31, 2020, there were 13,800,000 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. As of September 30, 2021 and December 31, 2020, there were 7,520,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. | NOTE 9. WARRANTS Warrants The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
INCOME TAX (Restated, see Note
INCOME TAX (Restated, see Note 2) | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Income Taxes | 17. Income Taxes The Company recorded a provision of less than $0.1 million and $2.2 million during the nine months ended September 30, 2021 and September 30, 2020, respectively. The provision recorded differs from the US statutory rate of 21% for the nine months ended September 30, 2021 primarily due to the valuation allowance recorded against the net operating losses and deferred tax assets. The provision differs from the US statutory rate of 21% for the nine months ended September 30, 2020 primarily due to the valuation allowance recorded against deferred tax assets, and due to the provision for income taxes related to the transfer of the equity-method investment in One S.r.l. (One) from the Gelesis entity in Italy to a Gelesis entity in the US. In conjunction with acquiring the investment in One in 2019, the Company recognized a deferred tax asset of approximately $3.1 million which represents the excess tax basis over carrying value. The Company recorded this deferred tax asset with a corresponding decrease to the amounts initially allocated to the investment. As the deferred tax asset exceeds the initially allocated balances and results in a reduction of the initial carrying value of the $1.8 million investment balance to zero, the remaining $1.2 million excess was recorded as a deferred credit. The deferred credit is not considered as a deferred tax liability nor a reduction of a deferred tax asset. Rather, the deferred credit is included in other long-term liabilities on the accompanying consolidated balance sheet, and subsequently recognized as a reduction to income tax expense in proportion to the realization or elimination of the deferred tax asset that gave rise to the deferred credit. A summary of the equity-method investment activity during the year ended December 31, 2019 is as follows (in thousands): Initially allocated value of equity-method investment $ 1,810 Deferred tax asset generated by book-to-tax difference 3,040 Adjustment to carrying value of equity-method investment (1,810) Deferred credit (see Note 11) (1,230) Balance at December 31, 2019 $ — In May 2020, the Company transferred the equity-method investment in One from the Gelesis entity in Italy to a Gelesis entity in the US. In connection with the transfer of the equity-method investment, the Company wrote-off the deferred tax asset of $3.0 million generated by the book-to-tax difference and the deferred credit of $1.2 million, resulting in an expense of $1.8 million recorded within provision for income taxes in the accompanying consolidated statement of operations during the nine months ended September 30, 2020. The Company continues to evaluate the positive and negative evidence bearing upon the realizability of its net deferred tax assets and determined that it is not more likely than not that the Company will recognize the benefits of the net deferred tax assets. Additionally, the Company’s Italian subsidiary incurred a net operating loss from operations during the 3 rd | 17. Income Taxes Consolidated (loss) income before income taxes on a geographic basis during the years ended December 31, 2020 and 2019 are as follows (in thousands): Year Ended December 31 2020 2019 United States $ (19,658) $ (30,128) Non-U.S. (4,208) 1,760 Total $ (23,866) $ (28,368) The (benefit from) provision for income taxes consists of the following components during the years ended December 31, 2020 and 2019 (in thousands): Year Ended December 31, 2020 2019 Current tax expense: U.S. federal $ — $ — Foreign (24) 249 Total current tax expense (24) 249 Deferred tax (benefit) expense: U.S. federal — (4,137) State — (1,645) Foreign 2,063 129 Total deferred tax benefit 2,063 (5,653) Total (benefit from) provision for income taxes $ 2,039 $ (5,404) A reconciliation setting forth the differences between the effective tax rates of the Company for the years ended December 31, 2020 and 2019 and the U.S. federal statutory tax rate is as follows: Year Ended December 31, 2020 2019 U.S. Federal income tax provision expense at statutory rate 21.0 % 21.0 % Effect of nondeductible stock-based compensation (1.9) % (0.7) % Foreign rate differential 2.2 % (0.3) % Mark to market of warrant liabilities (1.3) % 2.6 % State taxes net of federal benefit 4.5 % 6.5 % Non-deductible financing expenses 0.4 % (1.3) % Valuation allowance (38.2) % (28.2) % Valuation allowance release related to IP transaction (see Note 11) — 20.4 % Investment transfer 6.8 % — Other differences (0.4) % (1.2) % US federal and state research credits 1.6 % 1.1 % Uncertain tax positions (1.1) % — Foreign earnings includible in US (2.0) % (0.8) % Effective income tax rate (8.5) % 19.1 % Significant components of the Company’s consolidated deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows at (in thousands): At December 31, 2020 2019 Deferred tax assets: Federal net operating loss carryforwards $ 24,730 $ 21,903 State net operating loss carryforwards 7,207 6,425 Equity compensation 4,353 3,520 Accruals and reserves 26 17 Uncollected grants 712 — Investment in subsidiaries 3,931 3,575 Research credits 1,298 1,267 Other assets 46 84 Deferred rent 600 700 Total deferred tax assets 42,903 37,491 Valuation allowance (37,427) (28,329) Total deferred tax assets net of valuation allowance 5,476 9,162 Deferred tax liabilities: Intangible assets and amortization (4,680) (5,255) Right-of-Use asset (591) (696) Other liabilities (204) — Total deferred tax liabilities (5,476) (5,951) Net deferred tax assets $ — $ 3,211 Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. At December 31, 2020 and 2019, the Company has federal net operating loss carryforwards totaling $114.4 million and $104.3 million, of which $63.5 million expire in 2027 through 2037 and $51.0 million do not expire. At December 31, 2020 and 2019, the Company has state net operating loss carryforwards totaling $114.0 million and $101.7 million, respectively, which expire in 2030 through 2040, as well as other temporary differences and attributes that will be available to offset regular taxable income during the carryforward period. At December 31, 2020, the Company has foreign net operating loss carryforwards of $2.4 million which do not expire. Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has not completed a change in control analysis, as defined under Sections 382 and 383 of the Internal Revenue Code, through December 31, 2020 and has not determined whether the future utilization of net operating loss carryforwards may be materially limited based upon past financings. In addition, the Company may complete future financings that could result in an ownership change, which may limit the Company’s ability to utilize its tax attributes. During the year ending December 31, 2019, the Company recorded a deferred tax asset of approximately $3.0 million which represents the excess tax over book basis of its June 2019 equity method investment in One. The Company has offset the deferred tax asset with a decrease to the amounts initially allocated to the investment (see Note 11). This offset exceeded the initially allocated balances and resulted in a reduction of the book investment balance to zero with the remaining offset classified as a deferred credit of approximately $1.2 million. A deferred credit is not classified as a deferred tax liability nor a reduction of a deferred tax asset. As a result, the deferred credit was included with other long-term liabilities on the accompanying consolidated balance sheet at December 31, 2019. During the year ending December 31, 2020, this asset was transferred from the Italian subsidiary, Gelesis S.r.l., to the parent company, Gelesis, Inc. As the investment is no longer owned by Gelesis S.r.l., the Company recorded a provision of $3.0 million and a tax benefit of $1.2 million to reverse the related deferred tax asset and deferred credit, respectively. Upon transfer, Gelesis Inc., established a deferred tax asset which is fully offset by valuation allowance consistent with the Company’s overall valuation allowance position in the United States. The Company files income tax returns in Italy, the United States and in various state jurisdictions with varying statutes of limitations. Due to net operating losses incurred, the Company’s tax returns from inception to date are subject to examination by taxing authorities. The Company has evaluated the positive and negative evidence bearing upon the realizability of its net deferred tax assets and determined that it is not more likely than not that the Company will recognize the benefits of the net deferred tax assets. Therefore, a full valuation allowance has been recorded against the balance of net deferred tax assets in the United States. Additionally, the Company has determined that it is not more likely than not that the Company will recognize the benefits of the net deferred tax assets in Italy, primarily due to the restructuring of the intercompany services agreement between Gelesis, Inc., and Gelesis S.r.l., in connection with the RIF financing (see Note 11). As a result, the Company recorded a deferred tax provision of approximately $2.0 million in Italy during the year ended December 31, 2020 to establish a full valuation allowance against the balance of net deferred tax assets in Italy. The Company will continue to evaluate all positive and negative evidence each period. The change in the valuation allowance during the years ended December 31, 2020 and 2019 was an increase of $9.1 million and $2.2 million, respectively. The increase in the valuation allowance during the year ended December 31, 2020 primarily relates to an increase in net operating losses and the establishment of a full valuation allowance in the Italian subsidiary during the year ended December 31, 2020. The increase in the valuation allowance during the year ended December 31, 2019 primarily relates to an increase in net operating losses during the year ended December 31, 2019, offset by a decrease of $5.8 million in the valuation allowance associated with the deferred tax liability recognized for the intangible asset acquired in 2019 (see Note 9). The Company generally considers all earnings generated in Italy to be indefinitely reinvested. Therefore, the Company does not accrue U.S. taxes on the repatriation of the foreign earnings it considers to be indefinitely reinvested outside of the U.S. As of, the Company had not provided for federal income tax on $3.5 million of accumulated undistributed earnings of its foreign subsidiaries. In the event the Company were to repatriate the foreign earnings, the Company does not estimate the repatriation being subject to taxation. The Company follows the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes Year Ended December 31, 2020 2019 Unrecognized tax benefits at the beginning of year $ — $ 3 Increase for current year positions (82) — Increase for prior year positions (199) — Expiration of statute of limitations — (3) Unrecognized tax benefits at the end of year $ (281) $ — | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
Income Taxes | NOTE 10. INCOME TAX (Restated, see Note 2 — Amendment 1) The Company’s net deferred tax assets are as follows: December 31, 2020 Deferred tax assets (liabilities) Net operating loss carryforward $ 36,961 Startup and organizational costs 472,542 Unrealized gain on marketable securities (43,985) Total deferred tax assets 465,518 Valuation Allowance (465,518) Deferred tax assets, net of allowance $ — The income tax provision consists of the following: For the Period from February 14, 2020 (Inception) Through December 31, 2020 Federal Current $ — Deferred (465,518) State and Local Current — Deferred — Change in valuation allowance 465,518 Income tax provision $ — As of December 31, 2020, the Company had $176,006 of U.S. federal net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from , the change in the valuation allowance was $465,518 . A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, 2020 Statutory federal income tax rate 21.0 % Change in fair value of warrants (17.1) % Transaction costs incurred in connection with warrant liabilities (0.9) % Valuation allowance (3.0) % Income tax provision 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. See Note 2 for a discussion on the restatement of the Company’s financial statements. |
FAIR VALUE MEASUREMENTS (Restat
FAIR VALUE MEASUREMENTS (Restated, see Note 2) | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | 3. Fair Value Measurements Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of September 30, 2021 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Liabilities: Preferred stock warrants $ 17,457 $ — $ — $ 17,457 One SRL call option (see Note 11) 2,040 — — 2,040 Total liabilities measured at fair value $ 19,497 $ — $ — $ 19,497 Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Assets: Marketable securities $ 23,998 $ 23,998 $ — $ — Total assets measured at fair value $ 23,998 $ 23,998 $ — $ — Liabilities: Preferred stock warrants $ 12,099 $ — $ — $ 12,099 One SRL call option (see Note 11) 1,545 — — 1,545 Total liabilities measured at fair value $ 13,644 $ — $ — $ 13,644 There were no transfers into out level 3 between level 1 level 2 The significant assumptions used in the model is the probability of the following scenarios occurring: September 30, December 31, 2021 2020 Long-term IPO scenario 15.0 % 75.0 % Special purpose acquisition company (“SPAC”) scenario 75.0 % 0.0 % Market adjusted equity value method 10.0 % 25.0 % Preferred stock warrant liability Preferred stock warrants are recorded at estimated fair value at the date of issuance and are remeasured at each subsequent reporting date. Fair value is determined using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of warrants include the estimated fair value of the underlying stock, expected term, risk free interest rate, and expected volatility. The Company estimates the fair value of the underlying stock by estimating the probability of various change of control events occurring and then estimates the present value of the amount the holders would receive upon the change in control. The following represents a summary of the changes to the Company’s warrant liability for the nine months ended September 30, 2021 (in thousands): Series A ‑ 1 Series A ‑ 3 Series A ‑ 4 Warrants Warrants Warrants Total Balance at December 31, 2020 $ 581 $ 2,896 $ 8,622 $ 12,099 Exercise of warrants (937) (2,987) — (3,924) Change in fair value of warrant liability 356 91 8,835 9,282 Balance at September 30, 2021 $ — $ — $ 17,457 $ 17,457 Warrants with expiration dates of less than one year from the date of the consolidated balance sheets are recorded under current liabilities on the consolidated balance sheets. As of September 30, 2021, the Company reported a warrant liability in the amount of $17.5 million under current liabilities. As of December 31, 2020, the Company reported a warrant liability in the amount of $0.6 million and $11.5 million under current and noncurrent liabilities, respectively. The Company recognized losses of $9.3 million and $1.0 million in the consolidated statements of operations related to changes in the fair value of warrants during the nine months ended September 30, 2021 and 2020, respectively. The following weighted average assumptions were used to determine the fair value of the warrant liability at September 30, 2021: Series A-4 Warrants Expected term 0.5 year Expected volatility 63.0 % Expected dividend yield 0.0 % Risk free interest rate 0.3 % Estimated fair value of the redeemable convertible preferred stock $ 24.67 Exercise price of warrants $ 0.04 The following weighted average assumptions were used to determine the fair value of the warrant liability at December 31, 2020: Series A ‑ 1 Series A ‑ 3 Series A ‑ 4 Warrants Warrants Warrants Expected term 0.3 years 1.5 years 2.6 years Expected volatility 48.0 % 68.0 % 59.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % Risk free interest rate 0.1 % 0.1 % 0.2 % Estimated fair value of the redeemable convertible preferred stock $ 12.24 $ 12.21 $ 12.22 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 Call option liability The call option liability was recorded at its estimated fair value at the date of issuance in October 2020 and is remeasured at each subsequent reporting date. Fair value is determined using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of call option liability include the estimated fair value of the underlying stock price, expected term, risk free interest rate, and expected volatility. The following represents a summary of the changes to Company’s call option liability from December 31, 2020 through September 30, 2021 (in thousands): Balance at December 31, 2020 $ 1,545 Change in fair value of One SRL call option 601 Foreign currency translation gain (106) Balance at September 30, 2021 $ 2,040 During the nine months ended September 30, 2021, the Company recognized a loss of approximately $0.6 million related to changes in the fair value of the One SRL call option and a foreign currency translation gain of $0.1 million in other income (expense), net on the consolidated statements of operations. Changes in the unobservable inputs noted above would impact the amount of the respective liability. For the respective liability, increases (decreases) in the estimates of the Company’s annual volatility would increase (decrease) the liability and an increase (decrease) in the annual risk-free rate would increase (decrease) the liability. The Company issued equity-classified common stock warrants during the year ended December 31, 2020 (see Note 13). While the fair value of the common stock warrants represents a Level 3 measurement, equity-classified warrants are recorded at their initial fair value and not subsequently remeasured. As such, the common stock warrants and its unobservable inputs are not included in the above tables. | 3. Fair Value Measurements Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Assets: Marketable securities $ 23,998 $ 23,998 $ — $ — Total assets measured at fair value $ 23,998 $ 23,998 $ — $ — Liabilities: Preferred stock warrants $ 12,099 $ — $ — $ 12,099 Contingent call option for investment in related party (see Note 11) 1,545 1,545 Total liabilities measured at fair value $ 13,644 $ — $ — $ 13,644 Liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2019 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Liabilities: Tranche rights liability $ 310 $ — $ — $ 310 Preferred stock warrants 15,996 — — 15,996 Total liabilities measured at fair value $ 16,306 $ — $ — $ 16,306 There were no transfers into or out of level 3 instruments and/or between level 1 and level 2 instruments during the years ended December 31, 2020 and 2019. The fair value of the tranche right liability, preferred stock warrant liability, and call option liability includes inputs not observable in the market and thus represents a Level 3 measurement. The Company estimates the fair value of the underlying stock by estimating the probability of various change of control events occurring and then estimates the present value of the amount the holders would receive upon the change in control. The significant assumption used in the model is the probability of the following scenarios occurring: At December 31, 2020 2019 IPO scenario 75.0 % 75.0 % Trade sale 25.0 % 25.0 % Trade sale after Qualified Financing 0.0 % 0.0 % Tranche right liability Tranche rights are initially recorded at fair value, are subsequently adjusted for settlement of the tranche rights upon issuance of the tranche shares and are remeasured at each subsequent reporting date. The Company initially measures the fair value of the tranche rights at the issuance date, and subsequently at each reporting date, using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of tranche rights include the estimated fair value of the underlying stock, expected term of the tranche right, risk free interest rate, and expected volatility. The following represents a summary of the changes to Company’s tranche right liability for the years ended December 31, 2020 and 2019 (in thousands): Tranche rights liability Balance at January 1, 2019 $ 2,088 Change in fair value of tranche right liability immediately prior to tranche settlement in April 2019 473 Settlement of Series 2 Growth tranche right liability in April 2019 (2,561) Establishment of Series 3 Growth tranche rights liability in December 2019 365 Change in fair value of Series 3 Growth tranche rights liability at December 31,2019 (55) Balance at December 31, 2019 $ 310 Change in fair value of tranche right liability immediately prior to tranche settlement in April 2020 (256) Settlement of Series 3 Growth tranche right liability in April 2020 (54) Balance at December 31, 2020 $ — The change in the fair value of the Tranche Rights is influenced primarily by the price of the underlying Redeemable Convertible Preferred Stock and the remaining term of the Tranche Right. During the years ended December 31, 2020 and 2019, the Company recognized a loss of $0.3 million and a gain of $0.4 million, respectively, in the consolidated statements of operations related to changes in the fair value of tranche rights. Preferred stock warrant liability Preferred stock warrants are recorded at estimated fair value at the date of issuance and are remeasured at each subsequent reporting date. Fair value is determined using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of warrants include the estimated fair value of the underlying stock, expected term, risk free interest rate, and expected volatility. The Company estimates the fair value of the underlying stock by estimating the probability of various change of control events occurring and then estimates the present value of the amount the holders would receive upon the change in control. The following represents a summary of the changes to Company’s warrant liability for the years ended December 31, 2020 and 2019 (in thousands): Series 3 Series 4 Series A-1 Series A-3 Series A-4 Growth Growth Warrants Warrants Warrants Warrants Options Total Balance at January 1, 2019 $ 752 $ 3,332 $ 10,067 $ — $ — $ 14,151 Issuance of Series 3 Growth warrant liability — — — 4,706 — 4,706 Issuance of Series 4 Growth option liability — — — — 677 677 Change in fair value of warrant liability (267) (791) (2,381) (75) (24) (3,538) Balance at December 31, 2019 485 2,541 7,686 4,631 653 15,996 Issuance of Series 4 Growth option liability — — — — 745 745 Extinguishment of Series 3 Growth warrant — — — (5,973) — (5,973) Exercise of Series A-4 warrants — — (135) — — (135) Change in fair value of warrant liability 96 355 1,071 1,342 (1,398) 1,466 Balance at December 31, 2020 $ 581 $ 2,896 $ 8,622 $ — $ — $ 12,099 Warrants with expiration dates of less than one year from the date of the consolidated balance sheets are recorded under current liabilities on the consolidated balance sheets. As of December 31, 2020, the Company reported a warrant liability in the amount of $0.6 million and $11.5 million under current and noncurrent liabilities, respectively. As of December 31, 2019, the Company reported a warrant liability in the amount of $0.7 million and $15.3 million under current and noncurrent liabilities, respectively. During the years ended December 31, 2020 and 2019, the Company recognized a loss of $1.5 million and a gain of $3.5 million, respectively, in the consolidated statements of operations related to changes in the fair value of warrants. The following weighted average assumptions were used to determine the fair value of the warrant liability at December 31, 2020: Series A-1 Series A-3 Series A-4 Warrants Warrants Warrants Expected term 0.3 years 1.5 years 2.6 years Expected volatility 48.0 % 68.0 % 59.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % Risk free interest rate 0.1 % 0.1 % 0.2 % Estimated fair value of the redeemable convertible preferred stock $ 12.24 $ 12.21 $ 12.22 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 The following weighted average assumptions were used to determine the fair value of the warrant liability at December 31, 2019: Series 3 Series 4 Series A-1 Series A-3 Series A-4 Growth Growth Warrants Warrants Warrants Warrants Options Expected term 1.3 years 2.5 years 3.6 years 10.0 years 0.96 years Expected volatility 52.0 % 55.0 % 58.0 % 45.0 % 49.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Risk free interest rate 1.59 % 1.60 % 1.64 % 1.92 % 1.59 % Estimated fair value of the redeemable convertible preferred stock $ 10.73 $ 10.70 $ 10.72 $ 17.09 $ 17.27 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 $ 17.27 $ 20.72 Call option liability The call option liability was recorded at estimated fair value at the date of issuance and is remeasured at each subsequent reporting date. Fair value is determined using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of call option liability include the estimated fair value of the underlying stock price, expected term, risk free interest rate, and expected volatility. The following represents a summary of the changes to Company’s call option liability for the years ended December 31, 2020 (in thousands): Fair value of call option liability at issuance $ 1,494 Foreign currency translation loss 51 Balance at December 31, 2020 $ 1,545 There was no change in the fair value of the call option liability between its issuance on October 21, 2020 and December 31, 2020. A foreign currency translation loss of $0.1 million related to the liability was recognized in other income (expense), net on the consolidated statements of operations during the year ended December 31, 2020. Changes in the unobservable inputs noted above would impact the amount of the respective liability. For the respective liability, increases (decreases) in the estimates of the Company’s annual volatility would increase (decrease) the liability and an increase (decrease) in the annual risk-free rate would increase (decrease) the liability. The Company issued equity-classified common stock warrants during the year ended December 31, 2020 (see Note 13). While the fair value of the common stock warrants represents a Level 3 measurement, equity-classified warrants are recorded at their initial fair value and not subsequently remeasured. As such, the common stock warrants and its unobservable inputs are not included in the above tables. | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2021 December 31, 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 276,178,675 $ 276,209,453 Liabilities: Warrant Liability – Public Warrants 1 $ 12,006,000 $ 19,458,000 Warrant Liability – Private Placement Warrants 3 $ 20,380,148 $ 10,643,808 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations. Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The fair value of the Private Placement Warrants was estimated at September 30, 2021 and December 31, 2020 to be $2.71 per warrant and $1.42 per warrant, respectively, using the modified Black-Scholes option pricing model and the following assumptions: September 30, December 31, 2021 2020 Risk-free interest rate 1.02 % 0.47 % Expected Term 5.25 5.76 Dividend yield 0.00 % 0.00 % Expected volatility 13.5 % 19.0 % Exercise price $ 11.50 $ 11.50 Unit Price $ 9.92 $ 10.15 The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Fair value as of December 31, 2020 $ 10,643,808 Change in fair value (5,273,024) Fair value as of March 31, 2021 5,370,784 Change in fair value 1,422,600 Fair value as of June 30, 2021 6,793,384 Change in fair value 13,586,764 Fair value as of September 30, 2021 20,380,148 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three and nine months ended September 30, 2021. | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 276,209,453 Liabilities: Warrant Liability — Public Warrants 1 19,458,000 Warrant Liability — Private Placement Warrants 3 10,643,808 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. Initial Measurement The Company established the initial fair value for the Warrants on July 7, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo Simulation for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of shares of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A common stock subject to possible redemption, shares of Class A common stock and shares of Class B common stock based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: July 7, 2020 (Initial Input Measurement) Risk-free interest rate 0.39 % Tine to maturity 6.0 Dividend yield 0.00 % Expected volatility 10.0 % Exercise price $ 11.50 Unit Price $ 10.18 On July 7, 2020, the Private Placement Warrants and Public Warrants were determined to be $0.83 per warrant for aggregate values of $6.24 million and 11.45 million, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurement of the Private Placement Warrants was calculated using a Black Scholes Merton model which is considered a Level 3 measurement. The key inputs into the Black Scholes Merton model for the Private Placement Warrants were as follows at December 31, 2020: Input Risk-free interest rate 0.47 % Expected Term 5.76 Dividend yield 0.00 % Expected volatility 19.0 % Exercise price $ 11.50 Unit Price $ 10.15 As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $19.46 million and $10.64 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2020 $ — $ — $ — Initial measurement on July 7, 2020 (IPO) 6,241,600 11,454,000 17,695,600 Change in valuation inputs or other assumptions 4,402,208 8,004,000 12,406,208 Fair value as of December 31, 2020 $ 10,643,808 $ 19,458,000 $ 30,101,808 Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $11.1 million during the period from July 7, 2020 through December 31, 2020. Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. See Note 2 for a discussion on the restatement of the Company’s financial statements. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Subsequent Events | 21. Subsequent Events. On November 8, 2021, CPSR and Gelesis entered into an amendment to the Business Combination Agreement to amend certain terms and conditions, including revising the Equity Value from $900.0 million to $675.0 million. On December 13, 2021, the Company entered into a bridge financing arrangement, executing convertible promissory note agreements with two existing investors in the aggregate amount of $27.0 million. These convertible promissory notes bear interest at 10.0% and shall be settled in cash for principal plus accrued interest by the third business day following the closing of the Business Combination. In the event the Business Combination Agreement is terminated, the majority holders of the promissory notes may elect to convert outstanding principal and interest into the securities being issued and sold to investors in a subsequent qualified financing event. | 22. Subsequent Event(s) The Company has evaluated subsequent events which may require adjustment to or disclosure in the consolidated financial statements through the date of issuance of these consolidated financial statements. Amended and Restated Agreements with Ro In January 2021, the Company and Ro amended and restated its customer agreement. Pursuant to the amended and restated agreement, the Company received $10.0 million of cash as a pre-buy commitment for Product which was recorded to current deferred income in the consolidated balance sheets. Additionally, the amended and restated agreement ended the consignment arrangement with Ro and all Product shipped under the amended and restated agreement to Ro are immediately recognized as revenue upon the transfer of physical control. In July 2021, the Company and Ro entered into a second amended and restatement agreement, under which the Company received $30.0 million of cash as a second pre-buy commitment for the Product. Additionally, the Company extended Ro’s exclusive period by approximately one Entrance into a Merger Agreement with Capstar Special Purpose Acquisition Corp. In July 2021, the Company entered into a business combination Agreement with Capstar. Pursuant to this business combination agreement, a subsidiary of CPSR is expected to merge with and into Gelesis, with Gelesis surviving the reverse merger and Capstar ceasing to exist (the “Transaction”). The Transaction is subject to the approval by stockholders of each company, among other customary terms and conditions as well as the satisfaction of certain closing conditions. Upon closing of the Transaction, the combined operating company is expected to be named Gelesis, Inc., or the New Gelesis, which securities are expected to be listed on the New York Stock Exchange and traded under the ticker symbol “GLS”. If consummated, the business combination is expected to be accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States. Under this method of accounting, CPSR has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the existing Gelesis’ stockholders comprising a relative majority of the voting power of the combined company, the Gelesis’ operations prior to the acquisition comprising the only ongoing operations of New Gelesis, the majority of New Gelesis’ board of directors appointment by Gelesis, and existing Gelesis’ senior management comprising a majority of the senior management of New Gelesis. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the consolidated financial statements of Gelesis with the business combination being treated as the equivalent of Gelesis issuing stock for the net assets of CPSR, accompanied by a recapitalization. The net assets of CPSR will be stated at historical costs, with no goodwill or other intangible assets recorded. | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. As described in Note 7, the Company entered into a Business Combination Agreement on July 19, 2021 and entered into a Business Combination Agreement Amendment on November 8, 2021. In connection, and concurrently, with the execution of the Business Combination Agreement Amendment, Capstar, Capstar Sponsor Group LLC (the “Sponsor”), certain affiliates of the Sponsor and Gelesis entered into an amendment to that certain Sponsor Letter Agreement, dated July 19, 2021. | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 3, 2021, the Sponsor committed to provide the Company an aggregate of $1,500,000 in loans for working capital purposes on an as needed basis. Such loans will be evidenced by a promissory note when issued. On July 19, 2021, we entered into a Business Combination Agreement with CPSR Gelesis Merger Sub, Inc. (“Merger Sub”) and Gelesis, Inc. (“Gelesis”) which was amended on November 8, 2021. The Business Combination Agreement and the transactions contemplated thereby were approved by the board of directors of each of CPSR and Gelesis. The Business Combination Agreement provides for, among other things, that Merger Sub will merge with and into Gelesis, with Gelesis as the surviving company in the merger and, after giving effect to such merger, Gelesis shall be our wholly-owned subsidiary (the time that the business combination becomes effective being referred to as the “Effective Time”). In addition, we will be renamed Gelesis Holdings, Inc. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, (i) each share of Gelesis outstanding as of immediately prior to the Effective Time will be exchanged for shares in the post-combination company (“CPSR Shares”) based on an implied Gelesis equity value of $675,000,000, (ii) all vested and unvested stock options of Gelesis will be assumed by us and thereafter be settled or exercisable for CPSR Shares, as applicable, determined based on the same implied Gelesis equity value described in clause (i); (iii) each warrant of Gelesis will be canceled in exchange for a warrant to purchase our shares of determined based on the same implied Gelesis equity value described in clause (i); and (iv) each share of CPSR Class A common stock and each share of CPSR Class B common stock that is issued and outstanding immediately prior to the Effective Time shall become one CPSR Share following the consummation of the Business Combination. In addition, each holder of shares of Gelesis common stock, options and warrants will receive its pro rata portion of 23,483,250 restricted earn out CPSR Shares, which will vest (in part) in equal thirds if the trading price of CPSR Shares is greater than or equal to $12.50, $15.00 and $17.50, respectively, for any 20 trading days within any 30 -trading day period on or prior to the date that is five years following the Effective Time (the “Earn Out Period”) and will also vest in connection with any change of control transaction with respect to us if the applicable thresholds are met in such change of control transaction during the Earn Out Period. The amendment to the Business Combination Agreement extended the Termination Date (as defined in the Business Combination Agreement) from January 18, 2022 to January 31, 2022. Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with each of the PIPE Investors (as defined in the Business Combination Agreement), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors, an aggregate of 9,000,000 shares of Class A Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $90 million, subject to the terms and conditions of the Subscription Agreements and the other agreements with the PIPE Investors (the “PIPE Financing”). Concurrently with the execution of the Business Combination Agreement, the Sponsor, certain affiliates of the Sponsor and Gelesis entered into the Sponsor Letter Agreement, as amended on November 8, 2021 (the “Sponsor Letter Agreement”), pursuant to which (x) such affiliates of the Sponsor have agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to the shares of Class B Common Stock (whether resulting from the transactions contemplated by the Subscription Agreements or otherwise), such that the shares of Class B Common Stock will convert into shares of the post-combination company at the closing of the business combination transaction on a one-to-one basis, (iii) be bound by certain other covenants and agreements related to the business combination and (iv) be bound by certain transfer restrictions with respect to his, her or its shares in the Company prior to the closing of the business combination, (y) the Sponsor will subject certain of the warrants to purchase Class A Common Stock currently held by it to certain vesting conditions and potential forfeiture as follows: the warrants subject to the vesting conditions and potential forfeiture (the number of which warrants will be prorated to reflect the proportionate amount of Company stockholder redemptions) will vest (and no longer be subject to forfeiture) at such time during the period from and after the closing of the business combination through and until the date that is five (5) years after the closing date (the “Sponsor Vesting Period”) (i) if the trading price of shares of the post-combination company is greater than or equal to $20.00 for any 20 trading days within any period of 30 consecutive trading days or (ii) there is a Capstar Sale (as defined in the Business Combination Agreement) in which the sale price for the acquisition of the post-combination company shares is greater than or equal to $20.00, in each case, during the Sponsor Vesting Period and (z) as of immediately prior to the Effective Time, the Sponsor will forfeit certain of its founders shares to the Company for cancellation without any consideration, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Recent Accounting Standards | Recently Adopted Accounting Pronouncements Credit Losses In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). The FASB has subsequently issued amendments to ASU 2016-13, which have the same effective and transition date of fiscal years beginning after December 15, 2019 for SEC filers other than small reporting companies, and fiscal years beginning after December 15, 2022 for all other entities. These standards require that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establish additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, these standards now require allowances to be recorded instead of reducing the amortized cost of the investment. The Company adopted the new standard on January 1, 2021. The Company has completed the assessment of the standard based on the composition of its portfolio of financial instruments and current and forecasted economic conditions, performed its calculations for credit losses and established processes and internal controls that are required to comply with the new credit loss standard and related disclosure requirements. The adoption of this standard did not have a significant impact on the condensed consolidated financial position and results of operations. | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases months result in an entity recognizing an asset and liability equal to the present value of the lease payments in the statement of financial position. This standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company early adopted this guidance using the effective date approach, as of January 1, 2019, which resulted in no restatement of prior periods or cumulative adjustment to accumulated deficit. The adoption of the new leasing standards did not have an impact on the consolidated statements of operations or cash flows. In June 2018, the FASB issued ASU 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808) In December 2019, the FASB issued ASU 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes | |
Fair Value Measurements (Restated, see Note 2 - Amendment 1) | Fair Value of Financial Instruments The guidance in FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. The Company’s tranche rights liability, preferred stock warrants, and call option liability (see Note 11) are recorded at fair value on a recurring basis. The carrying amount of accounts receivable, grants receivable, accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The carrying amount of notes payable is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described below (see Note 3). Preferred Stock Warrant Liability: The Company has recorded redeemable convertible preferred stock warrants issued to investors as liabilities as the terms of the warrants are not fixed due to potential adjustments in the exercise price and/or the number of shares issuable under the warrants, and because all of the redeemable convertible preferred stock warrants are exercisable for preferred shares. Redeemable convertible preferred stock warrants are initially recorded at fair value, with gains and losses arising from subsequent changes in fair value recognized in the consolidated statements of operations at each period end while such instruments are outstanding. The Company measures fair value of redeemable convertible preferred stock warrants using a Black-Scholes option pricing model (see Note 11). Tranche Rights Liability: Distinguishing Liabilities from Equity Noncontrolling Interests: | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The guidance in FASB ASC 820, Fair Value Measurements and Disclosures Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. The Company’s tranche rights liability, preferred stock warrants, and call option liability (see Note 11) are recorded at fair value on a recurring basis. The carrying amount of accounts receivable, grants receivable, accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The carrying amount of notes payable is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described below (see Note 3). Preferred Stock Warrant Liability: shares issuable under the warrants, and because all of the redeemable convertible preferred stock warrants are exercisable for preferred shares. Redeemable convertible preferred stock warrants are initially recorded at fair value, with gains and losses arising from subsequent changes in fair value recognized in the consolidated statements of operations at each period end while such instruments are outstanding. The Company measures fair value of redeemable convertible preferred stock warrants using a Black-Scholes option pricing model (see Note 11). Tranche Rights Liability: Distinguishing Liabilities from Equity Noncontrolling Interests: | ||
Concentration of Credit Risk | Concentrations of Credit Risk and Off -Balance-Sheet Risk The Company has no significant off-balance-sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash and cash equivalents, investments, accounts receivable and unbilled account receivables. The Company’s cash balances, trade receivables, and grants receivable subject the Company to significant concentrations of credit risk. Periodically, the Company maintains deposits in government insured financial institutions in excess of government insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash. The Company’s grants receivable are due from government agencies, which the Company believes to have high credit quality. The Company has a limited number of commercial customers. The Company monitors the creditworthiness of customers to whom it grants credit terms and has not experienced any credit losses. | ||
Net Income (Loss) per Common Share | Earnings (Loss) per Share The Company computes basic earnings (loss) per share by dividing income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding. During periods of income, the Company allocates participating securities a proportional share of income determined by dividing total weighted average participating securities by the sum of the total weighted average common shares and participating securities (the “two-class method”). The Company’s restricted stock and various series of preferred stocks participate in dividends declared by the Company and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods of loss, the Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company. The Company computes diluted earnings (loss) per share after giving consideration to the dilutive effect of stock options and warrants that are outstanding during the period, except where such non-participating securities would be anti-dilutive. | ||
Income Taxes | Income Taxes The consolidated financial statements reflect provisions for federal, state, local and foreign income taxes. Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax basis of assets and liabilities using rates anticipated to be in effect when such temporary differences reverse. A change in tax rates is recognized in income in the period of the enactment date. A valuation allowance against net deferred tax assets is required if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company also assesses the probability that the positions taken or expected to be taken in its income tax returns will be sustained by taxing authorities. A “more likely than not” (more than 50%) recognition threshold must be met before a tax benefit can be recognized. Tax positions that are more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position, are reflected in the Company’s consolidated financial statements. Tax positions are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The difference between the benefit recognized for a position and the tax benefit claimed on a tax return is referred to as an unrecognized tax benefit. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. | ||
Cash and Cash Equivalents | Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Cash equivalents, which consist of money market accounts purchased with original maturities of less than 90 days from the date of purchase, are stated at fair value. | ||
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The Company assesses the above estimates on an ongoing basis; however, actual results could materially differ from those estimates. | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The Company assesses the above estimates on an ongoing basis; however, actual results could materially differ from those estimates. | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company’s condensed consolidated financial statements are prepared in accordance with the U.S. Securities and Exchange Commission’s rules for the presentation of interim financial statements, which permit certain disclosures to be condensed or omitted. These financial statements should be read in conjunction with the Company’s annual financial statements for the years ended December 31, 2020. In the opinion of management, the accompanying interim financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2021, and its results of operations, statement of changes in redeemable convertible preferred stock and stockholder’s deficit and cash flows for the nine months ended September 30, 2021 and 2020. Operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The interim financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and related notes as of and for the year ended December 31, 2020. | Basis of Presentation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company consolidates those entities where it has a direct and indirect controlling financial interest based on either a variable interest model or voting interest model. The Company’s consolidated financial statements include the accounts of the Company, its two wholly-owned subsidiaries and a variable interest entity (“VIE”), Gelesis S.r.l., in which the Company has a controlling interest and is the primary beneficiary. The noncontrolling interest attributable to the Company’s VIE is presented as a separate component from stockholders’ deficit in the consolidated balance sheets and as a noncontrolling interest in the consolidated statements of noncontrolling interest, redeemable convertible preferred stock and stockholders’ deficit. All intercompany balances and transactions have been eliminated in consolidation. Under the variable interest model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and (ii) the obligations to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The consolidation status of a VIE may change as a result of such reassessments. Changes in consolidation status are applied prospectively in accordance with U.S. GAAP. | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1,2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | |
Fair Value Measurements (Restated, see Note 2 - Amendment 1) | Fair Value Measurements (Restated, see Note 2 — Amendment 1) The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. | ||
Fair Value of Financial Instruments | Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. | Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,320,000 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from Three Months Ended Nine Months Ended Three Months Ended February 14, September 30, September 30, September 30, 2020 (Inception) Through 2021 2021 2020 September 30, 2020 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ (11,404,326) $ (2,851,082) $ (2,925,918) $ (731,480) $ (89,850) $ (23,841) $ (72,126) $ (42,565) Denominator: Basic and diluted weighted average stock outstanding 27,600,000 6,900,000 27,600,000 6,900,000 25,780,220 6,840,659 10,761,468 6,350,917 Basic and diluted net income (loss) per common share $ (0.41) $ (0.41) $ (0.11) $ (0.11) $ (0.00) $ (0.00) $ (0.01) $ (0.01) | Net (Loss) per Common Share (Restated, see Note 2—Amendment 1) Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,320,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts) as previously restated to reflect Amendment 1 only. See Amendment 2 following this amendment to reflect the amounts, as restated, per the financial statements: For the Period from February 14, 2020 (Inception) Through December 31, 2020 Class A Common Stock Subject to Possible Redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 174,810 Less: interest available to be withdrawn for payment of taxes (146,895) Less: interest available to be withdrawn for working capital — Net income attributable to Class A common stock subject to possible redemption $ 27,915 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,524,620 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (15,294,860) Net income allocable to Class A common stock subject to possible redemption (27,915) Non-Redeemable Net Loss $ (15,322,775) Denominator: Weighted Average Non-redeemable common Stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 8,269,814 Basic and diluted net loss per share, Non-redeemable common stock $ (1.85) As discussed in Note 2, the financial statements as of December 31, 2020 and for the period from February 14, 2020 (inception) through December 31, 2020 have been restated (Amendment 1 — presentation of warrant liability and Amendment 2 — presentation of class A common stock subject to possible redemption). The information provided under this section was prepared in connection with Amendment 1 — presentation of warrant liability, and has been amended and restated in connection with Amendment 2 — presentation of class A common stock subject to possible redemption, as described below under “Net Loss per Common Share (Restated, see Note 2 — Amendment 2)”. Net Loss per Common Share (Restated, see Note 2 — Amendment 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share”. Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,320,000 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2020 and September 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts), as restated: For the Period from February 14, 2020 (inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted (10,821,703) (4,473,157) Denominator: — Basic and diluted weighted average stock outstanding 15,758,710 6,513,871 Basic and diluted net loss per common share (0.69) (0.69) | |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The effective tax rates differ from the statutory tax rate for the periods presented primarily due to the change in warrant valuation and the valuation allowance recorded on the Company’s net operating losses. ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. | |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At September 30, 2021 and December 31, 2020, the ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,454,000) Ordinary shares issuance costs (15,179,714) Plus: Accretion of carrying value to redemption value 26,667,374 Ordinary shares subject to possible redemption, 12/31/20 276,033,447 Accretion of carrying value to redemption value (4,772) Ordinary shares subject to possible redemption, 9/30/21 $ 276,028,675 | Class A Common Stock Subject to Possible Redemption (Restated, see Note 2 — Amendment 2) The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2020, the common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,454,000) Class A common stock issuance costs (15,179,927) Plus: Accretion of carrying value to redemption value 26,667,374 Class A common stock subject to possible redemption, 12/31/20 276,033,447 | |
Warrant Liability (Restated, see Note 2 - Amendment 1) | Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value in respect of each reporting period. This liability is subject to re-measurement at each balance sheet date until the Warrants are exercised, and any change in fair value is recognized in the statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. | Warrant Liability (Restated, see Note 2 — Amendment 1) The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. | |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. Certain information or footnote disclosures normally included in condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A, as filed with the SEC on July 8, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods. | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
Summary of impact of the restatement on the financial statements | As Previously Reported Adjustment As Restated Balance Sheet as of July 7, 2020 Class A common stock subject to possible redemption $ 244,996,570 $ 31,003,430 $ 276,000,000 Class A common stock $ 310 $ (310) $ — Additional paid-in capital $ 5,671,903 $ (5,671,903) $ — Accumulated deficit $ (672,901) $ (25,331,217) $ (26,004,118) Total stockholders’ equity (deficit) $ 5,000,002 $ (31,003,430) $ (26,003,428) Number of shares subject to redemption 24,499,657 3,100,343 27,600,000 Balance Sheet as of September 30, 2020 Class A common stock subject to possible redemption $ 245,554,779 $ 30,532,860 $ 276,087,639 Class A common stock $ 305 $ (305) $ — Additional paid-in capital $ 5,113,699 $ (5,113,699) $ — Accumulated deficit $ (114,691) $ (25,418,856) $ (25,533,547) Total stockholders’ equity (deficit) $ 5,000,003 $ (30,532,860) $ (25,532,857) Number of shares subject to redemption 24,547,683 3,052,317 27,600,000 Balance Sheet as of December 31, 2020 Class A common stock subject to possible redemption $ 230,374,604 $ 45,658,843 $ 276,033,447 Class A common stock $ 457 $ (457) $ — Additional paid-in capital $ 20,293,722 $ (20,293,722) $ — Accumulated deficit $ (15,294,860) $ (25,364,664) $ (40,659,524) Total stockholders’ equity (deficit) $ 5,000,009 $ (45,658,843) $ (40,658,834) Number of shares subject to redemption 23,034,669 4,565,331 27,600,000 Balance Sheet as of March 31, 2021 Class A common stock subject to possible redemption $ 245,061,587 $ 31,026,725 $ 276,088,312 Class A common stock $ 311 $ (311) $ — Additional paid-in capital $ 5,606,885 $ (5,606,885) $ — Accumulated deficit $ (607,876) $ (25,419,529) $ (26,027,405) Total stockholders’ equity (deficit) $ 5,000,010 $ (31,026,725) $ (26,026,715) Number of shares subject to redemption 24,493,884 3,106,116 27,600,000 Balance Sheet as of June 30, 2021 Class A common stock subject to possible redemption $ 240,972,620 $ 35,073,977 $ 276,046,597 Class A common stock $ 352 $ (352) $ — Additional paid-in capital $ 9,695,811 $ (9,695,811) $ — Accumulated deficit $ (4,696,850) $ (25,377,814) $ (30,074,664) Total stockholders’ equity (deficit) $ 5,000,003 $ (35,073,977) $ (30,073,974) Number of shares subject to redemption 24,084,470 3,515,530 27,600,000 Statement of Operations for the Period from February 14, 2020 (Inception) Through September 30, 2020 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,499,657 (24,499,657) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 7,559,767 (7,559,767) — Basic and diluted net loss per share, Non-redeemable common stock $ (0.02) $ 0.02 $ — Weighted average shares outstanding of Class A common stock — 10,761,468 10,761,468 Basic and diluted net loss per share, Class A common stock $ — $ (0.01) $ (0.01) Weighted average shares outstanding of Class B common stock — 6,350,917 6,350,917 Basic and diluted net loss per share, Class B common stock $ — $ (0.01) $ (0.01) Statement of Operations for the Period from February 14, 2020 (Inception) Through December 31, 2020 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,524,620 (24,524,620) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 8,269,814 (8,269,814) — Basic and diluted net loss per share, Non-redeemable common stock $ (1.85) $ 1.85 $ — Weighted average shares outstanding of Class A common stock — 15,758,710 15,758,710 Basic and diluted net loss per share, Class A common stock $ — $ (0.69) $ (0.69) Weighted average shares outstanding of Class B common stock — 6,513,871 6,513,871 Basic and diluted net loss per share, Class B common stock $ — $ (0.69) $ (0.69) Statement of Operations for the Three Months Ended March 31, 2021 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 23,034,669 (23,034,669) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 11,465,331 (11,465,331) — Basic and diluted net income per share, Non-redeemable common stock $ 1.28 $ (1.28) $ — Weighted average shares outstanding of Class A common stock — 27,600,000 27,600,000 Basic and diluted net income per share, Class A common stock $ — $ 0.43 $ 0.43 Weighted average shares outstanding of Class B common stock — 6,900,000 6,900,000 Basic and diluted net income per share, Class B common stock $ — $ 0.43 $ 0.43 As Previously Reported Adjustment As Restated Statement of Operations for the Three Months Ended June 30, 2021 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,493,884 (24,493,884) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 10,006,116 (10,006,116) — Basic and diluted net loss per share, Non-redeemable common stock $ (0.41) $ 0.41 $ — Weighted average shares outstanding of Class A common stock — 27,600,000 27,600,000 Basic and diluted net loss per share, Class A common stock $ — $ — $ — Weighted average shares outstanding of Class B common stock — 6,900,000 6,900,000 Basic and diluted net loss per share, Class B common stock $ — $ (0.59) $ (0.59) Statement of Operations for the Six Months Ended June 30, 2021 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 23,768,307 (23,768,307) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 10,731,693 (10,731,693) — Basic and diluted net income per share, Non-redeemable common stock $ 0.99 $ (0.99) $ — Weighted average shares outstanding of Class A common stock — 27,600,000 27,600,000 Basic and diluted net income per share, Class A common stock $ — $ 0.31 $ 0.31 Weighted average shares outstanding of Class B common stock — 6,900,000 6,900,000 Basic and diluted net income per share, Class B common stock $ — $ 0.31 $ 0.31 Statement of Changes in Shareholders’ Equity (Deficit) for the Period from February 14, 2020 (Inception) Through September 30, 2020 Sale of 27,600,000 Units, net of underwriting discounts $ 249,366,073 $ (249,366,073) $ — Class A common stock subject to possible redemption $ (245,554,775) $ 245,554,775 $ — Accretion for Class A ordinary share subject to redemption amount $ — $ (26,721,566) $ (26,721,566) Total shareholders’ equity (deficit) $ 5,000,003 $ (30,532,860) $ (25,532,857) Statement of Changes in Shareholders’ Equity (Deficit) for the Period from February 14, 2020 (Inception) Through December 31, 2020 Sale of 27,600,000 Units, net of underwriting discounts $ 249,366,073 $ (249,366,073) $ — Class A common stock subject to possible redemption $ (230,374,604) $ 230,374,604 $ — Accretion for Class A ordinary share subject to redemption amount $ — $ (26,721,566) $ (26,721,566) Total shareholders’ equity (deficit) $ 5,000,009 $ (45,658,843) $ (40,658,834) Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 Class A common stock subject to possible redemption $ (14,686,983) $ 14,686,983 $ — Accretion for Class A ordinary share subject to redemption amount $ — $ (54,865) $ (54,865) Total shareholders’ equity (deficit) $ 5,000,010 $ (31,026,725) $ (26,026,715) Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 Class A common stock subject to possible redemption $ (4,088,967) $ 4,088,967 $ — Accretion for Class A ordinary share subject to redemption amount $ — $ 41,715 $ 41,715 Total shareholders’ equity (deficit) $ 5,000,003 $ (35,073,977) $ (30,073,974) Statement of Cash Flows for the Period of February 14, 2020 through September 30, 2020 (unaudited) Initial classification of Class A common stock subject to possible redemption $ 244,996,570 $ 31,003,430 $ 276,000,000 Change in value of Class A common stock subject to possible redemption $ 558,209 $ (470,570) $ 87,639 Statement of Cash Flows for the Period of February 14, 2020 through December 31, 2020 (unaudited) Initial classification of Class A common stock subject to possible redemption $ 244,996,570 $ 31,003,430 $ 276,000,000 Change in value of Class A common stock subject to possible redemption $ (14,621,966) $ 14,655,413 $ 33,447 Statement of Cash Flows for the Three Months Ended March 31, 2021 Change in value of Class A common stock subject to possible redemption $ 14,686,983 $ (14,598,671) $ 88,312 Statement of Cash Flows for the Six Months Ended June 30, 2021 Change in value of Class A common stock subject to possible redemption $ 10,598,016 $ (10,551,419) $ 46,597 | As As As Previously Adjustments Restated Adjustments Restated Reported (Amendment 1) (Amendment 1) (Amendment 2) (Amendment 2) Balance sheet as of July 7, 2020 (unaudited) Warrant Liability $ — $ 17,695,600 $ 17,695,600 $ — $ 17,695,600 Class A Common Stock Subject to Possible Redemption 262,692,170 (17,695,600) 244,996,570 31,003,430 276,000,000 Class A Common Stock 133 177 310 (310) — Additional Paid-in Capital 5,000,179 671,724 5,671,903 (5,671,903) — Accumulated Deficit (1,000) (671,901) (672,901) (25,331,217) (26,004,118) Balance sheet as of September 30, 2020 (unaudited) Warrant Liability $ — $ 17,081,700 $ 17,081,700 $ — $ 17,081,700 Class A Common Stock Subject to Possible Redemption 262,636,479 (17,081,700) 245,554,779 30,532,860 276,087,639 Class A Common Stock 134 171 305 (305) — Additional Paid-in Capital 5,055,869 57,830 5,113,699 (5,113,699) — Accumulated Deficit (56,690) (58,001) (114,691) (25,418,856) (25,533,547) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 30,101,808 $ 30,101,808 $ — 30,101,808 Class A Common Stock Subject to Possible Redemption 260,476,412 (30,101,808) 230,374,604 45,658,843 276,033,447 Common Stock 156 301 457 (457) — Additional Paid-in Capital 7,215,914 13,077,808 20,293,722 (20,293,722) — Accumulated Deficit (2,216,751) (13,078,109) (15,294,860) (25,364,664) (40,659,524) Statement of Operations for the Period from February 14, 2020 (inception) to September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ 613,900 $ 613,900 — 613,900 Transaction costs associated with Initial Public Offering — (671,901) (671,901) — (671,901) Net loss (56,690) (58,001) (114,691) — (114,691) Weighted average shares outstanding, Common stock subject to possible redemption 26,269,217 (1,769,560) 24,499,657 (24,499,657) — Basic and diluted net income per share, Common stock subject to possible redemption 0.00 — 0.00 — — Weighted average shares outstanding, Non-redeemable common stock 6,869,801 689,966 7,559,767 (7,559,767) — Basic and diluted net loss per share, Non-redeemable common stock (0.02) — (0.02) 0.02 — Weighted average shares outstanding of Class A common stock — — — 10,761,468 10,761,468 Basic and diluted net loss per share, Class A common stock — — — (0.01) (0.01) Weighted average shares outstanding of Class B common stock — — — 6,350,917 6,350,917 Basic and diluted net loss per share, Class B common stock — — — (0.01) (0.01) Statement of Operations for the Period from February 14, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (12,406,208) $ (12,406,208) — (12,406,208) Transaction costs associated with Initial Public Offering — (671,901) (671,901) — (671,901) Net loss (2,216,751) (13,078,109) (15,294,860) — (15,294,860) Weighted average shares outstanding, Common stock subject to possible redemption 26,261,989 (1,737,369) 24,524,620 (24,524,620) — Basic and diluted net income per share, Common stock subject to possible redemption 0.00 — 0.00 — — Weighted average shares outstanding, Common stock 7,273,705 1,010,362 8,269,814 (8,269,814) — Basic and diluted net loss per share, Common stock (0.31) (1.54) (1.85) 1.85 — Weighted average shares outstanding of Class A common stock — — — 15,758,710 15,758,710 Basic and diluted net loss per share, Class A common stock — — — (0.69) (0.69) Weighted average shares outstanding of Class B common stock — — — 6,513,871 6,513,871 Basic and diluted net loss per share, Class B common stock — — — (0.69) (0.69) Basic and diluted net loss per share, Class B common stock — — — (0.69) (0.69) Statement of Changes in Stockholders’ Equity (Deficit) for the Period from February 14, 2020 (inception) to September 30, 2020 (audited) Sales of 27,600,000 Units, net of underwriting discounts 249,366,073 — — (249,366,073) — Class A common stock subject to possible redemption (245,554,775) — — 245,554,775 — Accretion for Class A common stock subject to redemption amount — — — (26,721,566) (26,721,566) Total stockholders’ equity (deficit) 5,000,003 — — (30,532,860) (25,532,857) Statement of Changes in Stockholders’ Equity (Deficit) for the Period from February 14, 2020 (inception) to December 31, 2020 (audited) Sales of 27,600,000 Units, net of underwriting discounts 249,366,073 — — (249,366,073) — Class A common stock subject to possible redemption (230,374,604) — — (230,374,604) — Accretion for Class A common stock subject to redemption amount — — — (26,721,566) (26,721,566) Total stockholders’ equity (deficit) 5,000,009 — — (45,658,843) (46,658,834) Cash Flow Statement for the Period from February 14, 2020 (inception) to September 30, 2020 (unaudited) Net loss (56,690) (58,001) (114,691) — (114,691) Change in fair value of warrant liability $ — $ (613,900) $ (613,900) — (613,900) Transaction costs associated with Initial Public Offering — 671,901 671,901 — 671,901 Initial classification of Class A common stock subject to possible redemption 262,692,170 (17,695,600) 244,996,570 31,003,430 276,000,000 Change in value of Class A common stock subject to possible redemption (55,691) 613,900 558,209 (470,570) 87,639 Cash Flow Statement for the Period from February 14, 2020 (inception) to December 31, 2020 (audited) Net loss (2,216,751) (13,078,109) (15,294,860) — (15,294,860) Change in fair value of warrant liability $ — $ (12,406,208) $ (12,406,208) — (12,406,208) Transaction costs associated with Initial Public Offering — (671,901) (671,901) — (671,901) Initial classification of Class A common stock subject to possible redemption 262,692,170 (17,695,600) 244,996,570 31,003,430 276,000,000 Change in value of Class A common stock subject to possible redemption (2,215,758) (12,406,208) (14,621,966) 14,655,413 33,447 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Schedule of ordinary shares reflected in the condensed consolidated balance sheets | Redeemable convertible preferred stock consisted of the following at September 30, 2021 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A‑1 1,711,755 1,689,193 7,505 $ 7,113 1,689,193 Series A‑2 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A‑3 1,730,874 1,730,874 5,188 7,460 1,730,874 Series A‑4 2,159,022 1,450,529 4,347 2,602 1,450,529 Series A‑5 1,977,114 1,977,114 24,539 49,151 1,977,114 Series Growth 2,538,274 2,538,274 31,500 63,381 2,538,274 Series 2 Growth 2,370,803 2,370,803 30,370 59,223 2,370,803 Series 3 Growth 6,308,529 5,818,895 100,492 164,733 5,818,895 Total 19,957,625 18,736,936 $ 206,971 $ 356,696 18,736,936 Redeemable convertible preferred stock consisted of the following at December 31, 2020 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A‑1 1,711,755 1,636,971 7,273 $ 6,176 1,636,971 Series A‑2 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A‑3 1,730,874 1,492,685 4,474 4,463 1,492,685 Series A‑4 2,159,022 1,450,529 5,473 2,602 1,450,529 Series A‑5 1,977,114 1,977,114 24,536 24,991 1,977,114 Series Growth 2,538,274 2,538,274 31,500 32,763 2,538,274 Series 2 Growth 2,370,803 2,370,803 30,370 30,684 2,370,803 Series 3 Growth 6,308,529 5,818,895 150,768 108,813 5,818,895 Total 19,957,625 18,446,525 $ 257,424 $ 213,525 18,446,525 | Redeemable convertible preferred stock consisted of the following at December 31, 2020 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A-1 1,711,755 1,636,971 7,273 $ 6,176 1,636,971 Series A-2 redeemable convertible preferred stock (“Series A-2”) 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A-3 1,730,874 1,492,685 4,474 4,463 1,492,685 Series A-4 2,159,022 1,450,529 5,473 2,602 1,450,529 Series A-5 1,977,114 1,977,114 24,536 24,991 1,977,114 Series Growth redeemable convertible preferred stock (“Series Growth”) 2,538,274 2,538,274 31,500 32,763 2,538,274 Series 2 Growth redeemable convertible preferred stock (“Series 2 Growth”) 2,370,803 2,370,803 30,370 30,684 2,370,803 Series 3 Growth 6,308,529 5,818,895 150,768 108,813 5,818,895 Total 19,957,625 18,446,525 $ 257,424 $ 213,525 18,446,525 Redeemable convertible preferred stock consisted of the following at December 31, 2019 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A-1 1,711,755 1,636,971 $ 7,273 $ 6,176 1,636,971 Series A-2 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A-3 1,730,874 1,492,685 4,474 4,463 1,492,685 Series A-4 2,159,022 1,439,352 5,430 2,466 1,439,352 Series A-5 1,977,114 1,977,114 24,536 24,536 1,977,114 Series Growth 2,538,274 2,538,274 31,500 31,500 2,538,274 Series 2 Growth 2,370,803 2,370,803 30,370 30,370 2,370,803 Series 3 Growth 5,355,049 2,973,270 77,037 51,348 2,973,270 Total 19,004,145 15,589,723 $ 183,650 $ 153,892 15,589,723 | |
Schedule of Earnings Per Share, Basic and Diluted | Nine Months Ended September 30, 2021 2020 Numerator: Net loss $ (74,055) $ (11,965) Accretion of redeemable convertible preferred stock to redemption value (139,237) (6,568) Accretion of noncontrolling interest put option to redemption value (285) (467) Net loss attributable to common stockholders $ (213,577) $ (19,000) Denominator: Weighted average common shares outstanding, basic and diluted 2,161,848 2,147,064 Net loss per share, basic and diluted $ (98.79) $ (8.85) | December 31, 2020 2019 Numerator: Net loss $ (25,905) $ (22,964) Accretion of redeemable convertible preferred stock to redemption value (11,372) 10,400 Accretion of noncontrolling interest put option to redemption value (567) — Net loss attributable to common stockholders $ (37,844) $ (12,564) Denominator: Weighted average common shares outstanding, basic and diluted 2,149,182 2,120,200 Net loss per share, basic and diluted $ (17.61) $ (5.93) | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
Schedule of ordinary shares reflected in the condensed consolidated balance sheets | At December 31, 2020, the common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,454,000) Class A common stock issuance costs (15,179,927) Plus: Accretion of carrying value to redemption value 26,667,374 Class A common stock subject to possible redemption, 12/31/20 276,033,447 | ||
Schedule of ordinary shares | At September 30, 2021 and December 31, 2020, the ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,454,000) Ordinary shares issuance costs (15,179,714) Plus: Accretion of carrying value to redemption value 26,667,374 Ordinary shares subject to possible redemption, 12/31/20 276,033,447 Accretion of carrying value to redemption value (4,772) Ordinary shares subject to possible redemption, 9/30/21 $ 276,028,675 | ||
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from Three Months Ended Nine Months Ended Three Months Ended February 14, September 30, September 30, September 30, 2020 (Inception) Through 2021 2021 2020 September 30, 2020 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ (11,404,326) $ (2,851,082) $ (2,925,918) $ (731,480) $ (89,850) $ (23,841) $ (72,126) $ (42,565) Denominator: Basic and diluted weighted average stock outstanding 27,600,000 6,900,000 27,600,000 6,900,000 25,780,220 6,840,659 10,761,468 6,350,917 Basic and diluted net income (loss) per common share $ (0.41) $ (0.41) $ (0.11) $ (0.11) $ (0.00) $ (0.00) $ (0.01) $ (0.01) | For the Period from February 14, 2020 (Inception) Through December 31, 2020 Class A Common Stock Subject to Possible Redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 174,810 Less: interest available to be withdrawn for payment of taxes (146,895) Less: interest available to be withdrawn for working capital — Net income attributable to Class A common stock subject to possible redemption $ 27,915 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,524,620 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (15,294,860) Net income allocable to Class A common stock subject to possible redemption (27,915) Non-Redeemable Net Loss $ (15,322,775) Denominator: Weighted Average Non-redeemable common Stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 8,269,814 Basic and diluted net loss per share, Non-redeemable common stock $ (1.85) For the Period from February 14, 2020 (inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted (10,821,703) (4,473,157) Denominator: — Basic and diluted weighted average stock outstanding 15,758,710 6,513,871 Basic and diluted net loss per common share (0.69) (0.69) |
INCOME TAX (Restated, see Not_2
INCOME TAX (Restated, see Note 2) (Tables) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Schedule of Company's net deferred tax assets | Significant components of the Company’s consolidated deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows at (in thousands): At December 31, 2020 2019 Deferred tax assets: Federal net operating loss carryforwards $ 24,730 $ 21,903 State net operating loss carryforwards 7,207 6,425 Equity compensation 4,353 3,520 Accruals and reserves 26 17 Uncollected grants 712 — Investment in subsidiaries 3,931 3,575 Research credits 1,298 1,267 Other assets 46 84 Deferred rent 600 700 Total deferred tax assets 42,903 37,491 Valuation allowance (37,427) (28,329) Total deferred tax assets net of valuation allowance 5,476 9,162 Deferred tax liabilities: Intangible assets and amortization (4,680) (5,255) Right-of-Use asset (591) (696) Other liabilities (204) — Total deferred tax liabilities (5,476) (5,951) Net deferred tax assets $ — $ 3,211 | |
Schedule of income tax provision | The (benefit from) provision for income taxes consists of the following components during the years ended December 31, 2020 and 2019 (in thousands): Year Ended December 31, 2020 2019 Current tax expense: U.S. federal $ — $ — Foreign (24) 249 Total current tax expense (24) 249 Deferred tax (benefit) expense: U.S. federal — (4,137) State — (1,645) Foreign 2,063 129 Total deferred tax benefit 2,063 (5,653) Total (benefit from) provision for income taxes $ 2,039 $ (5,404) | |
Schedule of reconciliation of the federal income tax rate to the Company's effective tax rate | A reconciliation setting forth the differences between the effective tax rates of the Company for the years ended December 31, 2020 and 2019 and the U.S. federal statutory tax rate is as follows: Year Ended December 31, 2020 2019 U.S. Federal income tax provision expense at statutory rate 21.0 % 21.0 % Effect of nondeductible stock-based compensation (1.9) % (0.7) % Foreign rate differential 2.2 % (0.3) % Mark to market of warrant liabilities (1.3) % 2.6 % State taxes net of federal benefit 4.5 % 6.5 % Non-deductible financing expenses 0.4 % (1.3) % Valuation allowance (38.2) % (28.2) % Valuation allowance release related to IP transaction (see Note 11) — 20.4 % Investment transfer 6.8 % — Other differences (0.4) % (1.2) % US federal and state research credits 1.6 % 1.1 % Uncertain tax positions (1.1) % — Foreign earnings includible in US (2.0) % (0.8) % Effective income tax rate (8.5) % 19.1 % | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
Schedule of Company's net deferred tax assets | December 31, 2020 Deferred tax assets (liabilities) Net operating loss carryforward $ 36,961 Startup and organizational costs 472,542 Unrealized gain on marketable securities (43,985) Total deferred tax assets 465,518 Valuation Allowance (465,518) Deferred tax assets, net of allowance $ — | |
Schedule of income tax provision | For the Period from February 14, 2020 (Inception) Through December 31, 2020 Federal Current $ — Deferred (465,518) State and Local Current — Deferred — Change in valuation allowance 465,518 Income tax provision $ — | |
Schedule of reconciliation of the federal income tax rate to the Company's effective tax rate | December 31, 2020 Statutory federal income tax rate 21.0 % Change in fair value of warrants (17.1) % Transaction costs incurred in connection with warrant liabilities (0.9) % Valuation allowance (3.0) % Income tax provision 0.0 % |
FAIR VALUE MEASUREMENTS (Rest_2
FAIR VALUE MEASUREMENTS (Restated, see Note 2) (Tables) | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Assets: Marketable securities $ 23,998 $ 23,998 $ — $ — Total assets measured at fair value $ 23,998 $ 23,998 $ — $ — Liabilities: Preferred stock warrants $ 12,099 $ — $ — $ 12,099 One SRL call option (see Note 11) 1,545 — — 1,545 Total liabilities measured at fair value $ 13,644 $ — $ — $ 13,644 | Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Assets: Marketable securities $ 23,998 $ 23,998 $ — $ — Total assets measured at fair value $ 23,998 $ 23,998 $ — $ — Liabilities: Preferred stock warrants $ 12,099 $ — $ — $ 12,099 Contingent call option for investment in related party (see Note 11) 1,545 1,545 Total liabilities measured at fair value $ 13,644 $ — $ — $ 13,644 | |
Schedule of quantitative information regarding Level 3 fair value measurements | Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of September 30, 2021 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Liabilities: Preferred stock warrants $ 17,457 $ — $ — $ 17,457 One SRL call option (see Note 11) 2,040 — — 2,040 Total liabilities measured at fair value $ 19,497 $ — $ — $ 19,497 | Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Liabilities: Tranche rights liability $ 310 $ — $ — $ 310 Preferred stock warrants 15,996 — — 15,996 Total liabilities measured at fair value $ 16,306 $ — $ — $ 16,306 | |
Schedule of fair value measurement inputs and valuation techniques | Series A-4 Warrants Expected term 0.5 year Expected volatility 63.0 % Expected dividend yield 0.0 % Risk free interest rate 0.3 % Estimated fair value of the redeemable convertible preferred stock $ 24.67 Exercise price of warrants $ 0.04 Series A ‑ 1 Series A ‑ 3 Series A ‑ 4 Warrants Warrants Warrants Expected term 0.3 years 1.5 years 2.6 years Expected volatility 48.0 % 68.0 % 59.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % Risk free interest rate 0.1 % 0.1 % 0.2 % Estimated fair value of the redeemable convertible preferred stock $ 12.24 $ 12.21 $ 12.22 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 | The following weighted average assumptions were used to determine the fair value of the warrant liability at December 31, 2020: Series A-1 Series A-3 Series A-4 Warrants Warrants Warrants Expected term 0.3 years 1.5 years 2.6 years Expected volatility 48.0 % 68.0 % 59.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % Risk free interest rate 0.1 % 0.1 % 0.2 % Estimated fair value of the redeemable convertible preferred stock $ 12.24 $ 12.21 $ 12.22 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 The following weighted average assumptions were used to determine the fair value of the warrant liability at December 31, 2019: Series 3 Series 4 Series A-1 Series A-3 Series A-4 Growth Growth Warrants Warrants Warrants Warrants Options Expected term 1.3 years 2.5 years 3.6 years 10.0 years 0.96 years Expected volatility 52.0 % 55.0 % 58.0 % 45.0 % 49.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Risk free interest rate 1.59 % 1.60 % 1.64 % 1.92 % 1.59 % Estimated fair value of the redeemable convertible preferred stock $ 10.73 $ 10.70 $ 10.72 $ 17.09 $ 17.27 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 $ 17.27 $ 20.72 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2021 December 31, 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 276,178,675 $ 276,209,453 Liabilities: Warrant Liability – Public Warrants 1 $ 12,006,000 $ 19,458,000 Warrant Liability – Private Placement Warrants 3 $ 20,380,148 $ 10,643,808 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 276,209,453 Liabilities: Warrant Liability — Public Warrants 1 19,458,000 Warrant Liability — Private Placement Warrants 3 10,643,808 | |
Schedule of quantitative information regarding Level 3 fair value measurements | July 7, 2020 (Initial Input Measurement) Risk-free interest rate 0.39 % Tine to maturity 6.0 Dividend yield 0.00 % Expected volatility 10.0 % Exercise price $ 11.50 Unit Price $ 10.18 Input Risk-free interest rate 0.47 % Expected Term 5.76 Dividend yield 0.00 % Expected volatility 19.0 % Exercise price $ 11.50 Unit Price $ 10.15 | ||
Schedule of fair value measurement inputs and valuation techniques | The fair value of the Private Placement Warrants was estimated at September 30, 2021 and December 31, 2020 to be $2.71 per warrant and $1.42 per warrant, respectively, using the modified Black-Scholes option pricing model and the following assumptions: September 30, December 31, 2021 2020 Risk-free interest rate 1.02 % 0.47 % Expected Term 5.25 5.76 Dividend yield 0.00 % 0.00 % Expected volatility 13.5 % 19.0 % Exercise price $ 11.50 $ 11.50 Unit Price $ 9.92 $ 10.15 | ||
Schedule of change in the fair value of the warrant liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Fair value as of December 31, 2020 $ 10,643,808 Change in fair value (5,273,024) Fair value as of March 31, 2021 5,370,784 Change in fair value 1,422,600 Fair value as of June 30, 2021 6,793,384 Change in fair value 13,586,764 Fair value as of September 30, 2021 20,380,148 | Private Placement Public Warrant Liabilities Fair value as of January 1, 2020 $ — $ — $ — Initial measurement on July 7, 2020 (IPO) 6,241,600 11,454,000 17,695,600 Change in valuation inputs or other assumptions 4,402,208 8,004,000 12,406,208 Fair value as of December 31, 2020 $ 10,643,808 $ 19,458,000 $ 30,101,808 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Jul. 07, 2020USD ($)$ / sharesshares | Feb. 14, 2020item | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($)shares | Sep. 30, 2021USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Jul. 28, 2021USD ($) | Mar. 03, 2021USD ($) | Dec. 31, 2019USD ($)shares |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Issuances upon exercise of common stock warrants | shares | 522,009 | 522,009 | 522,009 | 478,828 | ||||||
Cash | $ 32,022,000 | $ 32,022,000 | $ 48,144,000 | $ 35,774,000 | ||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Condition for future business combination number of businesses minimum | item | 1 | |||||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 27,600,000 | 27,600,000 | ||||||||
Unit price | $ / shares | $ 10 | |||||||||
Issuances upon exercise of common stock warrants | shares | 7,520,000 | |||||||||
Price of single warrant | $ / shares | $ 1 | |||||||||
Proceeds from sale of Private Placement Warrants | $ 7,520,000 | $ 7,520,000 | 0 | $ 7,520,000 | ||||||
Transaction Costs | 15,851,828 | 0 | $ 671,901 | $ 671,901 | 0 | 15,851,828 | ||||
Underwriting fees | 5,520,000 | 5,520,000 | ||||||||
Deferred underwriting fees | 9,660,000 | 9,660,000 | $ 9,660,000 | 9,660,000 | ||||||
Other offering costs | $ 671,828 | $ 671,828 | ||||||||
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account | 80.00% | 80.00% | ||||||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | 50.00% | ||||||||
Minimum net tangible assets upon consummation of the Business Combination | 5,000,001 | $ 5,000,001 | $ 5,000,001 | |||||||
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent | 15.00% | 15.00% | ||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | 100.00% | ||||||||
Threshold business days for redemption of public shares | 10 days | 10 days | ||||||||
Maximum net interest to pay dissolution expenses | $ 100,000 | $ 100,000 | ||||||||
Cash | 304,944 | 304,944 | 491,827 | |||||||
Operating bank accounts | 276,178,675 | 276,178,675 | 276,209,453 | |||||||
Working capital deficit | 2,265,312 | 2,265,312 | 897,026 | |||||||
Franchise tax payable | $ 150,000 | $ 150,000 | 176,006 | |||||||
Amount on deposit in Trust Account | $ 209,000 | |||||||||
Loans for working capital purpose | $ 4,000,000 | |||||||||
Subsequent Events. | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Loans for working capital purpose | $ 1,500,000 | |||||||||
Initial Public Offering | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 27,600,000 | 27,600,000 | 27,600,000 | |||||||
Unit price | $ / shares | $ 10 | |||||||||
Proceeds from issuance of units | $ 276,000,000 | |||||||||
Investment maximum maturity term | 185 days | |||||||||
Amount on deposit in Trust Account | $ 276,000,000 | |||||||||
Private Placement | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Issuances upon exercise of common stock warrants | shares | 7,520,000 | 7,520,000 | ||||||||
Price of single warrant | $ / shares | $ 1 | $ 1 | ||||||||
Proceeds from sale of Private Placement Warrants | $ 7,520,000 | $ 7,520,000 | ||||||||
Over-allotment option | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 3,600,000 | 3,600,000 | 3,600,000 | |||||||
Unit price | $ / shares | $ 10 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Schedule of impact of restatement on financial statements (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 07, 2020 | |
CONSOLIDATED BALANCE SHEETS | |||||||||||||||
Common stock, $0.0001 par value - 48,595,723 and 44,217,112 shares authorized at December 31, 2020 and 2019, respectively; 2,155,490 and 2,144,651 shares issued and outstanding at December 31, 2020 and 2019, respectively | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||
Additional paid-in capital | (111,141,000) | 23,907,000 | (111,141,000) | 23,907,000 | 23,907,000 | 26,248,000 | |||||||||
Accumulated deficit | (246,124,000) | (171,784,000) | (246,124,000) | (171,784,000) | (171,784,000) | (145,423,000) | |||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | |||||||||||||||
Net income (loss) | $ (74,055,000) | $ (11,965,000) | $ (25,905,000) | $ (22,964,000) | |||||||||||
Weighted Average Number of Shares Outstanding, Basic | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 | |||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 | |||||||||||
Earnings Per Share, Basic | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) | |||||||||||
Earnings Per Share, Diluted | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) | |||||||||||
CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND MEMBERS' DEFICIT | |||||||||||||||
Accretion for Class A ordinary share subject to redemption amount | $ 139,237,000 | $ 6,568,000 | $ 11,372,000 | $ (10,400,000) | |||||||||||
Balance at ending | (356,892,000) | (146,938,000) | $ (134,274,000) | $ (134,274,000) | (356,892,000) | (134,274,000) | (146,938,000) | (146,938,000) | (119,063,000) | ||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | |||||||||||||||
Net loss | (74,055,000) | (11,965,000) | (25,905,000) | (22,964,000) | |||||||||||
Change in fair value of warrant liabilities | (1,466,000) | $ 3,538,000 | |||||||||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||||||||||||||
CONSOLIDATED BALANCE SHEETS | |||||||||||||||
Warrant liabilities | 32,386,148 | 30,101,808 | 32,386,148 | 30,101,808 | 30,101,808 | ||||||||||
Class A common stock subject to possible redemption, 25,000,000 shares at redemption value | 276,028,675 | 276,033,447 | 276,028,675 | 276,033,447 | 276,033,447 | ||||||||||
Additional paid-in capital | 0 | 0 | 0 | 0 | 0 | ||||||||||
Accumulated deficit | (44,312,150) | (40,659,524) | (44,312,150) | (40,659,524) | (40,659,524) | ||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | |||||||||||||||
Net income (loss) | $ (1,000) | $ (1,000) | (14,255,408) | $ (4,088,974) | $ 14,686,984 | (15,180,169) | (113,691) | $ 0 | $ (114,691) | (3,657,398) | $ (15,294,860) | ||||
Temporary Equity, Weighted Average Number of Shares Outstanding, Basic | 24,524,620 | ||||||||||||||
Temporary Equity, Weighted Average Number of Shares Outstanding, Diluted | 24,524,620 | ||||||||||||||
Temporary Equity, Earnings Per Share, Basic | $ 0 | ||||||||||||||
Temporary Equity, Earnings Per Share, Diluted | $ 0 | $ 0 | |||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 8,269,814 | ||||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 8,269,814 | ||||||||||||||
Earnings Per Share, Basic | $ (1.85) | ||||||||||||||
Earnings Per Share, Diluted | $ (1.85) | ||||||||||||||
CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND MEMBERS' DEFICIT | |||||||||||||||
Sale of Units, net of underwriting discounts (in shares) | 27,600,000 | 27,600,000 | |||||||||||||
Accretion for Class A ordinary share subject to redemption amount | (17,922) | (41,715) | 54,865 | 54,192 | 26,721,566 | $ 26,667,374 | |||||||||
Balance at ending | $ 24,000 | $ 24,000 | (44,311,460) | $ (30,073,974) | $ (26,026,715) | (40,658,834) | (25,532,857) | $ 24,000 | $ (25,532,857) | (44,311,460) | (25,532,857) | (40,658,834) | (40,658,834) | ||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | |||||||||||||||
Net loss | (114,691) | (3,657,398) | 15,294,860 | ||||||||||||
Change in fair value of warrant liabilities | (13,174,144) | 613,900 | 613,900 | (2,284,340) | (12,406,208) | ||||||||||
Transaction costs incurred in connection with warrant liability | (671,901) | ||||||||||||||
Initial classification of Class A common stock subject to possible redemption | 276,000,000 | 0 | 276,000,000 | ||||||||||||
Change in value of Class A common stock subject to possible redemption | 87,639 | (4,772) | 33,447 | ||||||||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | As Previously Reported. | |||||||||||||||
CONSOLIDATED BALANCE SHEETS | |||||||||||||||
Class A common stock subject to possible redemption, 25,000,000 shares at redemption value | 260,476,412 | 262,636,479 | 262,636,479 | 262,636,479 | 260,476,412 | 260,476,412 | $ 262,692,170 | ||||||||
Additional paid-in capital | 20,293,722 | 5,055,869 | 5,055,869 | 5,055,869 | 20,293,722 | 20,293,722 | 5,000,179 | ||||||||
Accumulated deficit | (2,216,751) | (56,690) | (56,690) | (56,690) | (2,216,751) | (2,216,751) | (1,000) | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | |||||||||||||||
Net income (loss) | $ (56,690) | $ (2,216,751) | |||||||||||||
Temporary Equity, Weighted Average Number of Shares Outstanding, Basic | 26,269,217 | 26,261,989 | |||||||||||||
Temporary Equity, Weighted Average Number of Shares Outstanding, Diluted | 26,269,217 | ||||||||||||||
Temporary Equity, Earnings Per Share, Basic | $ 0 | $ 0 | |||||||||||||
Temporary Equity, Earnings Per Share, Diluted | $ 0 | ||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 6,869,801 | 7,273,705 | |||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 6,869,801 | ||||||||||||||
Earnings Per Share, Basic | $ (0.02) | $ (0.31) | |||||||||||||
Earnings Per Share, Diluted | $ (0.02) | ||||||||||||||
CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND MEMBERS' DEFICIT | |||||||||||||||
Sale of 27,600,000 Units, net of underwriting discounts | $ 249,366,073 | $ 249,366,073 | |||||||||||||
Common stock subject to possible redemption | (245,554,775) | (230,374,604) | |||||||||||||
Balance at ending | 5,000,009 | 5,000,003 | 5,000,003 | 5,000,003 | 5,000,009 | 5,000,009 | |||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | |||||||||||||||
Net loss | (56,690) | (2,216,751) | |||||||||||||
Initial classification of Class A common stock subject to possible redemption | 262,692,170 | 262,692,170 | |||||||||||||
Change in value of Class A common stock subject to possible redemption | (55,691) | (2,215,758) | |||||||||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Adjustments (Amendment 1) | |||||||||||||||
CONSOLIDATED BALANCE SHEETS | |||||||||||||||
Warrant liabilities | 30,101,808 | 17,081,700 | 17,081,700 | 17,081,700 | 30,101,808 | 30,101,808 | 17,695,600 | ||||||||
Class A common stock subject to possible redemption, 25,000,000 shares at redemption value | (30,101,808) | (17,081,700) | (17,081,700) | (17,081,700) | (30,101,808) | (30,101,808) | (17,695,600) | ||||||||
Additional paid-in capital | 13,077,808 | 57,830 | 57,830 | 57,830 | 13,077,808 | 13,077,808 | 671,724 | ||||||||
Accumulated deficit | (13,078,109) | (58,001) | (58,001) | (58,001) | (13,078,109) | (13,078,109) | (671,901) | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | |||||||||||||||
Change in fair value of warrant liability | 613,900 | (12,406,208) | |||||||||||||
Transaction costs associated with Initial Public Offering | (671,901) | (671,901) | |||||||||||||
Net income (loss) | $ (58,001) | $ (13,078,109) | |||||||||||||
Temporary Equity, Weighted Average Number of Shares Outstanding, Basic | (1,769,560) | (1,737,369) | |||||||||||||
Temporary Equity, Weighted Average Number of Shares Outstanding, Diluted | (1,769,560) | ||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 689,966 | 1,010,362 | |||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 689,966 | ||||||||||||||
Earnings Per Share, Basic | $ (1.54) | ||||||||||||||
Earnings Per Share, Diluted | $ (0.02) | ||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | |||||||||||||||
Net loss | $ (58,001) | $ (13,078,109) | |||||||||||||
Change in fair value of warrant liabilities | (613,900) | (12,406,208) | |||||||||||||
Transaction costs incurred in connection with warrant liability | 671,901 | (671,901) | |||||||||||||
Initial classification of Class A common stock subject to possible redemption | (17,695,600) | (17,695,600) | |||||||||||||
Change in value of Class A common stock subject to possible redemption | 613,900 | (12,406,208) | |||||||||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | As Restated | |||||||||||||||
CONSOLIDATED BALANCE SHEETS | |||||||||||||||
Warrant liabilities | 30,101,808 | 17,081,700 | 17,081,700 | 17,081,700 | 30,101,808 | 30,101,808 | 17,695,600 | ||||||||
Class A common stock subject to possible redemption, 25,000,000 shares at redemption value | 230,374,604 | 245,554,779 | 245,554,779 | 245,554,779 | 230,374,604 | 230,374,604 | 244,996,570 | ||||||||
Additional paid-in capital | 20,293,722 | 5,113,699 | 5,113,699 | 5,113,699 | 20,293,722 | 20,293,722 | 5,671,903 | ||||||||
Accumulated deficit | (15,294,860) | (114,691) | (114,691) | (114,691) | (15,294,860) | (15,294,860) | (672,901) | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | |||||||||||||||
Change in fair value of warrant liability | 613,900 | (12,406,208) | |||||||||||||
Transaction costs associated with Initial Public Offering | (671,901) | (671,901) | |||||||||||||
Net income (loss) | $ (114,691) | $ (15,294,860) | |||||||||||||
Temporary Equity, Weighted Average Number of Shares Outstanding, Basic | 24,499,657 | 24,524,620 | |||||||||||||
Temporary Equity, Weighted Average Number of Shares Outstanding, Diluted | 24,499,657 | ||||||||||||||
Temporary Equity, Earnings Per Share, Basic | $ 0 | $ 0 | |||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 7,559,767 | 8,269,814 | |||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 7,559,767 | ||||||||||||||
Earnings Per Share, Basic | $ (0.02) | $ (1.85) | |||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | |||||||||||||||
Net loss | $ (114,691) | $ (15,294,860) | |||||||||||||
Change in fair value of warrant liabilities | (613,900) | (12,406,208) | |||||||||||||
Transaction costs incurred in connection with warrant liability | 671,901 | (671,901) | |||||||||||||
Initial classification of Class A common stock subject to possible redemption | 244,996,570 | 244,996,570 | |||||||||||||
Change in value of Class A common stock subject to possible redemption | 558,209 | (14,621,966) | |||||||||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Adjustments (Amendment 2) | |||||||||||||||
CONSOLIDATED BALANCE SHEETS | |||||||||||||||
Class A common stock subject to possible redemption, 25,000,000 shares at redemption value | 45,658,843 | 30,532,860 | 30,532,860 | 30,532,860 | 45,658,843 | 45,658,843 | 31,003,430 | ||||||||
Additional paid-in capital | (20,293,722) | (5,113,699) | (5,113,699) | (5,113,699) | (20,293,722) | (20,293,722) | (5,671,903) | ||||||||
Accumulated deficit | (25,364,664) | (25,418,856) | $ (25,418,856) | (25,418,856) | $ (25,364,664) | (25,364,664) | (25,331,217) | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | |||||||||||||||
Temporary Equity, Weighted Average Number of Shares Outstanding, Basic | (24,499,657) | (24,524,620) | |||||||||||||
Weighted Average Number of Shares Outstanding, Basic | (7,559,767) | (8,269,814) | |||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | (7,559,767) | ||||||||||||||
Earnings Per Share, Basic | $ 0.02 | $ 1.85 | |||||||||||||
Earnings Per Share, Diluted | $ 0.02 | ||||||||||||||
CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND MEMBERS' DEFICIT | |||||||||||||||
Sale of 27,600,000 Units, net of underwriting discounts | $ (249,366,073) | $ (249,366,073) | |||||||||||||
Common stock subject to possible redemption | 245,554,775 | (230,374,604) | |||||||||||||
Accretion for Class A ordinary share subject to redemption amount | (26,721,566) | (26,721,566) | |||||||||||||
Balance at ending | (45,658,843) | (30,532,860) | (30,532,860) | (30,532,860) | (45,658,843) | (45,658,843) | |||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | |||||||||||||||
Initial classification of Class A common stock subject to possible redemption | 31,003,430 | 31,003,430 | |||||||||||||
Change in value of Class A common stock subject to possible redemption | (470,570) | 14,655,413 | |||||||||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | As Restated (Amendment 2) | |||||||||||||||
Reclassification [Line Items] | |||||||||||||||
Minimum net tangible assets | 5,000,001 | ||||||||||||||
CONSOLIDATED BALANCE SHEETS | |||||||||||||||
Warrant liabilities | 30,101,808 | 17,081,700 | 17,081,700 | 17,081,700 | 30,101,808 | 30,101,808 | 17,695,600 | ||||||||
Class A common stock subject to possible redemption, 25,000,000 shares at redemption value | 276,033,447 | 276,087,639 | 276,087,639 | 276,087,639 | 276,033,447 | 276,033,447 | 276,000,000 | ||||||||
Accumulated deficit | (40,659,524) | (25,533,547) | (25,533,547) | (25,533,547) | (40,659,524) | (40,659,524) | (26,004,118) | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | |||||||||||||||
Change in fair value of warrant liability | 613,900 | (12,406,208) | |||||||||||||
Transaction costs associated with Initial Public Offering | (671,901) | (671,901) | |||||||||||||
Net income (loss) | $ (114,691) | (15,294,860) | |||||||||||||
Temporary Equity, Weighted Average Number of Shares Outstanding, Diluted | (24,499,657) | ||||||||||||||
CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND MEMBERS' DEFICIT | |||||||||||||||
Accretion for Class A ordinary share subject to redemption amount | $ (26,721,566) | (26,721,566) | |||||||||||||
Balance at ending | (46,658,834) | $ (25,532,857) | (25,532,857) | (25,532,857) | (46,658,834) | (46,658,834) | |||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | |||||||||||||||
Net loss | (114,691) | (15,294,860) | |||||||||||||
Change in fair value of warrant liabilities | (613,900) | (12,406,208) | |||||||||||||
Transaction costs incurred in connection with warrant liability | 671,901 | (671,901) | |||||||||||||
Initial classification of Class A common stock subject to possible redemption | 276,000,000 | 276,000,000 | |||||||||||||
Change in value of Class A common stock subject to possible redemption | $ 87,639 | 33,447 | |||||||||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Class A common stock | |||||||||||||||
CONSOLIDATED BALANCE SHEETS | |||||||||||||||
Common stock, $0.0001 par value - 48,595,723 and 44,217,112 shares authorized at December 31, 2020 and 2019, respectively; 2,155,490 and 2,144,651 shares issued and outstanding at December 31, 2020 and 2019, respectively | $ 0 | 0 | $ 0 | $ 0 | 0 | ||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | |||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 27,600,000 | 25,780,220 | 10,761,468 | 27,600,000 | 15,758,710 | ||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 27,600,000 | 27,600,000 | 10,761,468 | 25,780,220 | 15,758,710 | ||||||||||
Earnings Per Share, Basic | $ (0.41) | $ (0.01) | $ (0.11) | $ (0.69) | |||||||||||
Earnings Per Share, Diluted | $ (0.41) | $ (0.11) | $ (0.01) | $ 0 | $ (0.69) | ||||||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Class A common stock | As Previously Reported. | |||||||||||||||
CONSOLIDATED BALANCE SHEETS | |||||||||||||||
Common stock, $0.0001 par value - 48,595,723 and 44,217,112 shares authorized at December 31, 2020 and 2019, respectively; 2,155,490 and 2,144,651 shares issued and outstanding at December 31, 2020 and 2019, respectively | 156 | $ 134 | $ 134 | 134 | $ 156 | 156 | 133 | ||||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Class A common stock | Adjustments (Amendment 1) | |||||||||||||||
CONSOLIDATED BALANCE SHEETS | |||||||||||||||
Common stock, $0.0001 par value - 48,595,723 and 44,217,112 shares authorized at December 31, 2020 and 2019, respectively; 2,155,490 and 2,144,651 shares issued and outstanding at December 31, 2020 and 2019, respectively | 301 | 171 | 171 | 171 | 301 | 301 | 177 | ||||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Class A common stock | As Restated | |||||||||||||||
CONSOLIDATED BALANCE SHEETS | |||||||||||||||
Common stock, $0.0001 par value - 48,595,723 and 44,217,112 shares authorized at December 31, 2020 and 2019, respectively; 2,155,490 and 2,144,651 shares issued and outstanding at December 31, 2020 and 2019, respectively | 457 | 305 | 305 | 305 | 457 | 457 | 310 | ||||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Class A common stock | Adjustments (Amendment 2) | |||||||||||||||
CONSOLIDATED BALANCE SHEETS | |||||||||||||||
Common stock, $0.0001 par value - 48,595,723 and 44,217,112 shares authorized at December 31, 2020 and 2019, respectively; 2,155,490 and 2,144,651 shares issued and outstanding at December 31, 2020 and 2019, respectively | (457) | $ (305) | $ (305) | $ (305) | $ (457) | (457) | $ (310) | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | |||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 10,761,468 | 15,758,710 | |||||||||||||
Earnings Per Share, Basic | $ (0.01) | $ (0.69) | |||||||||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Class A common stock | As Restated (Amendment 2) | |||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | |||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 10,761,468 | 15,758,710 | |||||||||||||
Earnings Per Share, Basic | $ (0.01) | $ (0.69) | |||||||||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Class B common stock | |||||||||||||||
CONSOLIDATED BALANCE SHEETS | |||||||||||||||
Common stock, $0.0001 par value - 48,595,723 and 44,217,112 shares authorized at December 31, 2020 and 2019, respectively; 2,155,490 and 2,144,651 shares issued and outstanding at December 31, 2020 and 2019, respectively | $ 690 | $ 690 | $ 690 | $ 690 | $ 690 | ||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | |||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 6,900,000 | 6,840,659 | 6,350,917 | 6,900,000 | 6,513,871 | ||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 6,900,000 | 6,900,000 | 6,350,917 | 6,840,659 | 6,513,871 | ||||||||||
Earnings Per Share, Basic | $ (0.41) | $ 0 | $ (0.01) | $ (0.11) | $ (0.69) | ||||||||||
Earnings Per Share, Diluted | $ (0.41) | $ (0.11) | $ (0.010) | $ (0.01) | $ (0.69) | ||||||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Class B common stock | Adjustments (Amendment 2) | |||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | |||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 6,350,917 | 6,513,871 | |||||||||||||
Earnings Per Share, Basic | $ (0.01) | $ (0.69) | |||||||||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Class B common stock | As Restated (Amendment 2) | |||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | |||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 6,350,917 | 6,513,871 | |||||||||||||
Earnings Per Share, Basic | $ (0.01) | $ (0.69) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Unrecognized tax benefits | $ 281,000 | $ 281,000 | $ 3,000 | ||
Anti-dilutive securities attributable to warrants (in shares) | 25,197,113 | 29,723,780 | 25,064,547 | 20,462,397 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||||
Cash equivalents | $ 0 | 0 | $ 0 | ||
Unrecognized tax benefits | 0 | 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | 0 | ||
Anti-dilutive securities attributable to warrants (in shares) | 21,320,000 | 21,320,000 | |||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | $ 250,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - ordinary shares reflected in the condensed consolidated balance sheets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Proceeds from issuance of redeemable convertible preferred stock (net of issuance costs of $0 and $330, respectively) | $ 48,815,000 | $ 48,815,000 | $ 49,158,000 | |||||||
Plus :Accretion of carrying value to redemption value | $ 139,237,000 | $ 6,568,000 | 11,372,000 | $ (10,400,000) | ||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||
Proceeds from issuance of redeemable convertible preferred stock (net of issuance costs of $0 and $330, respectively) | $ 276,000,000 | |||||||||
Proceeds allocated to Public Warrants | (11,454,000) | (11,454,000) | ||||||||
Ordinary shares issuance costs | (15,179,927) | (15,179,714) | ||||||||
Plus :Accretion of carrying value to redemption value | $ (17,922) | $ (41,715) | $ 54,865 | $ 54,192 | $ 26,721,566 | 26,667,374 | ||||
Class A common stock subject to possible redemption, 25,000,000 shares at redemption value | $ 276,028,675 | $ 276,033,447 | $ 276,028,675 | $ 276,033,447 | $ 276,033,447 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: Net Loss minus Net Earnings | ||||||||||||||
Net income (loss) | $ (74,055,000) | $ (11,965,000) | $ (25,905,000) | $ (22,964,000) | ||||||||||
Net loss attributable to common stockholders | $ (213,577,000) | $ (19,000,000) | $ (37,844,000) | $ (12,564,000) | ||||||||||
Denominator: Weighted Average Non-redeemable common Stock | ||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 | ||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 | ||||||||||
Earnings Per Share, Basic | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) | ||||||||||
Earnings Per Share, Diluted | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) | ||||||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||
Numerator Earnings allocable to Class A common stock subject to possible redemption | ||||||||||||||
Interest earned on marketable securities held in trust account | $ 174,810 | |||||||||||||
Less: interest available to be withdrawn for payment of taxes | (146,895) | |||||||||||||
Net income attributable to Class A common stock subject to possible redemption | $ 27,915 | |||||||||||||
Denominator Weighted Average Class A common stock subject to possible redemption | ||||||||||||||
Temporary Equity, Weighted Average Number of Shares Outstanding, Basic | 24,524,620 | |||||||||||||
Temporary Equity, Weighted Average Number of Shares Outstanding, Diluted | 24,524,620 | |||||||||||||
Temporary Equity, Earnings Per Share, Basic | $ 0 | |||||||||||||
Temporary Equity, Earnings Per Share, Diluted | $ 0 | $ 0 | ||||||||||||
Numerator: Net Loss minus Net Earnings | ||||||||||||||
Net income (loss) | $ (1,000) | $ (1,000) | $ (14,255,408) | $ (4,088,974) | $ 14,686,984 | $ (15,180,169) | $ (113,691) | $ 0 | $ (114,691) | $ (3,657,398) | $ (15,294,860) | |||
Net income allocable to Class A common stock subject to possible redemption | (27,915) | |||||||||||||
Net loss attributable to common stockholders | $ (15,322,775) | |||||||||||||
Denominator: Weighted Average Non-redeemable common Stock | ||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 8,269,814 | |||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 8,269,814 | |||||||||||||
Earnings Per Share, Basic | $ (1.85) | |||||||||||||
Earnings Per Share, Diluted | $ (1.85) |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - calculation of basic and diluted net income (loss) per common share ( (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||||||||
Allocation of net income (loss), as adjusted | $ (213,577,000) | $ (19,000,000) | $ (37,844,000) | $ (12,564,000) | ||||
Denominator : | ||||||||
Weighted Average Number of Shares Outstanding, Basic | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 | ||||
Weighted Average Number of Shares Outstanding, Diluted | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 | ||||
Earnings Per Share, Basic | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) | ||||
Earnings Per Share, Diluted | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) | ||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||
Numerator: | ||||||||
Allocation of net income (loss), as adjusted | $ (15,322,775) | |||||||
Denominator : | ||||||||
Weighted Average Number of Shares Outstanding, Basic | 8,269,814 | |||||||
Weighted Average Number of Shares Outstanding, Diluted | 8,269,814 | |||||||
Earnings Per Share, Basic | $ (1.85) | |||||||
Earnings Per Share, Diluted | $ (1.85) | |||||||
Class A common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||
Numerator: | ||||||||
Allocation of net income (loss), as adjusted | $ (11,404,326) | $ (89,850) | $ (72,126) | $ (2,925,918) | $ (10,821,703) | |||
Denominator : | ||||||||
Weighted Average Number of Shares Outstanding, Basic | 27,600,000 | 25,780,220 | 10,761,468 | 27,600,000 | 15,758,710 | |||
Weighted Average Number of Shares Outstanding, Diluted | 27,600,000 | 27,600,000 | 10,761,468 | 25,780,220 | 15,758,710 | |||
Earnings Per Share, Basic | $ (0.41) | $ (0.01) | $ (0.11) | $ (0.69) | ||||
Earnings Per Share, Diluted | $ (0.41) | $ (0.11) | $ (0.01) | $ 0 | $ (0.69) | |||
Class B common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||
Numerator: | ||||||||
Allocation of net income (loss), as adjusted | $ (2,851,082) | $ (23,841) | $ (42,565) | $ (731,480) | $ (4,473,157) | |||
Denominator : | ||||||||
Weighted Average Number of Shares Outstanding, Basic | 6,900,000 | 6,840,659 | 6,350,917 | 6,900,000 | 6,513,871 | |||
Weighted Average Number of Shares Outstanding, Diluted | 6,900,000 | 6,900,000 | 6,350,917 | 6,840,659 | 6,513,871 | |||
Earnings Per Share, Basic | $ (0.41) | $ 0 | $ (0.01) | $ (0.11) | $ (0.69) | |||
Earnings Per Share, Diluted | $ (0.41) | $ (0.11) | $ (0.010) | $ (0.01) | $ (0.69) |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - CAPSTAR SPECIAL PURPOSE ACQUISITION CORP - $ / shares | Jul. 07, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | 27,600,000 | 27,600,000 | ||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | 27,600,000 | 27,600,000 | 27,600,000 | |
Price per share | $ 10 | $ 10 | ||
Number of shares in a unit | 1 | 1 | ||
Number of warrants in a unit | 0.5 | 0.5 | ||
Number of shares issuable per warrant | 1 | 1 | ||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | 3,600,000 | 3,600,000 | 3,600,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Jul. 07, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued upon warrants exercised | 522,009 | 522,009 | 478,828 | ||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued upon warrants exercised | 7,520,000 | ||||
Price of warrants | $ 1 | ||||
Aggregate purchase price | $ 7,520,000 | $ 7,520,000 | $ 0 | $ 7,520,000 | |
Number of shares per warrant | 1 | ||||
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Jul. 01, 2020D$ / sharesshares | Feb. 26, 2020USD ($)shares | Mar. 31, 2020USD ($) | Mar. 31, 2020USD ($) |
Related Party Transaction [Line Items] | ||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | ||
Founder Shares | Sponsor | Class B common stock | ||||
Related Party Transaction [Line Items] | ||||
Issuance of Class B common stock to Sponsor (in shares) | 5,750,000 | |||
Aggregate purchase price | $ | $ 25,000 | |||
Share dividend | 1,150,000 | |||
Aggregate number of shares owned | 6,900,000 | |||
Shares subject to forfeiture | 900,000 | |||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - CAPSTAR SPECIAL PURPOSE ACQUISITION CORP - USD ($) | Jul. 07, 2020 | Jul. 01, 2020 | Feb. 14, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Jul. 28, 2021 | Mar. 03, 2021 | Feb. 14, 2021 |
Related Party Transaction [Line Items] | |||||||||
Repayment of promissory note - related party | $ 150,000 | $ 0 | $ 150,000 | ||||||
Loans From Sponsor Working Capital Purpose | $ 4,000,000 | ||||||||
Administrative Support Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses per month | $ 10,000 | ||||||||
Research and development, including related party expenses | 60,000 | ||||||||
Promissory Note with Related Party | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maximum borrowing capacity of related party promissory note | $ 250,000 | $ 250,000 | |||||||
Repayment of promissory note - related party | $ 140,000 | $ 150,000 | |||||||
Related Party Loans | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maximum Loans Convertible Into Warrants | $ 1,500,000 | $ 1,500,000 | |||||||
Price of warrants (in dollars per share) | $ 1 | $ 1 | |||||||
Loans From Sponsor Working Capital Purpose | $ 1,500,000 |
COMMITMENTS (Details)
COMMITMENTS (Details) - CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Sep. 30, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Jul. 07, 2020USD ($) | Jul. 01, 2020item |
Maximum Number Of Demands For Registration Of Securities | item | 3 | |||
Deferred Fee Per Unit | $ / shares | $ 0.35 | $ 0.35 | ||
Deferred underwriting fee payable | $ | $ 9,660,000 | $ 9,660,000 | $ 9,660,000 |
STOCKHOLDERS' DEFICIT - Preferr
STOCKHOLDERS' DEFICIT - Preferred Stock Shares (Details) - CAPSTAR SPECIAL PURPOSE ACQUISITION CORP - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
STOCKHOLDERS' DEFICIT - Common
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details) | Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Feb. 26, 2020Vote$ / sharesshares | Dec. 31, 2019$ / sharesshares | Apr. 30, 2019shares |
Class of Stock [Line Items] | |||||
Ordinary shares, shares authorized | 48,595,723 | 48,595,723 | 44,217,112 | ||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued | 2,166,330 | 2,155,490 | 2,144,651 | ||
Ordinary shares, shares outstanding | 2,166,330 | 2,155,490 | 2,144,651 | ||
Redeemable convertible preferred stock, shares issued | 409,574 | ||||
Class A common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||||
Class of Stock [Line Items] | |||||
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | ||||
Ordinary shares, shares issued | 0 | 0 | |||
Ordinary shares, shares outstanding | 0 | 0 | |||
Redeemable convertible preferred stock, shares issued | 27,600,000 | ||||
Redeemable convertible preferred stock, shares outstanding | 27,600,000 | ||||
Class B common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||||
Class of Stock [Line Items] | |||||
Ordinary shares, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | ||||
Ordinary shares, shares issued | 6,900,000 | 6,900,000 | |||
Ordinary shares, shares outstanding | 6,900,000 | 6,900,000 | |||
Threshold conversion ratio of stock | 20.00% | 20.00% |
Warrants (Details)
Warrants (Details) | 9 Months Ended | 11 Months Ended | |
Sep. 30, 2021D$ / sharesshares | Dec. 31, 2020Ditem$ / sharesshares | Jun. 30, 2019 | |
Class of Warrant or Right [Line Items] | |||
Public Warrants expiration term | 30 days | ||
Warrants on common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
Class of Warrant or Right [Line Items] | |||
Public Warrants exercisable term after the completion of a business combination | 30 days | 30 days | |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | 12 months | |
Public Warrants expiration term | 5 years | 5 years | |
Threshold period for filling registration statement after business combination | 15 days | 15 days | |
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis | 60 days | 60 days | |
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination | $ 9.20 | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60.00% | 60.00% | |
Threshold trading days for calculating Market Value | 20 | 20 | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | 115.00% | |
Adjustment two of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | 180.00% | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days | |
Warrants on common stock | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
Class of Warrant or Right [Line Items] | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | D | 30 | 30 | |
Threshold trading days for redemption of public warrants | D | 20 | 20 | |
Threshold number of business days before sending notice of redemption to warrant holders | 3 | 3 | |
Redemption period | 30 days | 30 days | |
Private Placement Warrants | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | shares | 7,520,000 | 7,520,000 | |
Public Warrants | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | shares | 13,800,000 | 13,800,000 |
INCOME TAX (Restated, see Not_3
INCOME TAX (Restated, see Note 2) - Net deferred tax assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets (liabilities) | ||
Total deferred tax assets | $ 42,903,000 | $ 37,491,000 |
Valuation Allowance | (37,427,000) | (28,329,000) |
Total deferred tax assets net of valuation allowance | 5,476,000 | $ 9,162,000 |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
Deferred tax assets (liabilities) | ||
Net operating loss carryforward | 36,961 | |
Startup and organizational costs | 472,542 | |
Unrealized gain on marketable securities | (43,985) | |
Total deferred tax assets | 465,518 | |
Valuation Allowance | $ (465,518) |
INCOME TAX (Restated, see Not_4
INCOME TAX (Restated, see Note 2) - Income tax provision (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Federal | ||||||||
Deferred | $ (4,137,000) | |||||||
State and Local | ||||||||
Deferred | (1,645,000) | |||||||
Valuation allowance | $ 9,100,000 | 2,200,000 | ||||||
Total (benefit from) provision for income taxes | $ 17,000 | $ 2,236,000 | $ 2,039,000 | $ (5,404,000) | ||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||
Federal | ||||||||
Deferred | $ (465,518) | |||||||
State and Local | ||||||||
Valuation allowance | $ 465,518 | |||||||
Total (benefit from) provision for income taxes | $ 0 | $ 8,714 | $ 8,714 | $ 0 |
INCOME TAX (Restated, see Not_5
INCOME TAX (Restated, see Note 2) - Additional Information (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation allowance | $ 9,100,000 | $ 2,200,000 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
U.S. federal net operating loss carryovers | $ 176,006 | $ 176,006 | |
Valuation allowance | $ 465,518 |
INCOME TAX (Restated, see Not_6
INCOME TAX (Restated, see Note 2) - Reconciliation of federal income tax rate (Details) | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
US statutory rate | 21.00% | 21.00% | 21.00% | 21.00% | |
Change in fair value of warrants | (0.40%) | (1.20%) | |||
Valuation allowance | (38.20%) | (28.20%) | |||
Effective income tax rate | (8.50%) | 19.10% | |||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||||
US statutory rate | 21.00% | ||||
Change in fair value of warrants | (17.10%) | ||||
Transaction costs incurred in connection with warrant liabilities | (0.90%) | ||||
Valuation allowance | (3.00%) | ||||
Effective income tax rate | 0.00% |
FAIR VALUE MEASUREMENTS (Rest_3
FAIR VALUE MEASUREMENTS (Restated, see Note 2) (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
Liabilities: | ||
Warrant liabilities | $ 32,386,148 | $ 30,101,808 |
Fair Value, Recurring [Member] | ||
Assets: | ||
Cash and marketable securities held in Trust Account | 23,998,000 | |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Assets: | ||
Cash and marketable securities held in Trust Account | 23,998,000 | |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
Assets: | ||
Cash and marketable securities held in Trust Account | 276,178,675 | 276,209,453 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Public Warrants | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
Liabilities: | ||
Warrant liabilities | 12,006,000 | 19,458,000 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
Liabilities: | ||
Warrant liabilities | $ 20,380,148 | $ 10,643,808 |
FAIR VALUE MEASUREMENTS (Rest_4
FAIR VALUE MEASUREMENTS (Restated, see Note 2) - Initial Measurement and Subsequent Measurement (Details) - CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Jul. 07, 2020USD ($)$ / shares | Dec. 31, 2020USD ($)$ / sharesitem | Sep. 30, 2021item |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Issuance | $ 17,695,600 | ||
Exercise price of warrant | $ / shares | $ 11.50 | ||
Public Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Issuance | 11,454,000 | ||
Private Placement Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Issuance | $ 6,241,600 | ||
Risk free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.47 | 1.02 | |
Risk free interest rate | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.39 | ||
Tine to maturity | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 6 | ||
Expected dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0 | 0 | |
Expected dividend yield | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0 | ||
Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | item | 19 | 13.5 | |
Expected volatility | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 10 | ||
Exercise price of warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 11.50 | 11.50 | |
Exercise price of warrants | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | $ / shares | 11.50 | ||
Unit Price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 10.15 | 9.92 | |
Monte Carlo simulation model | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Exercise price of warrant | $ / shares | $ 0.83 | ||
Monte Carlo simulation model | Fair Value, Inputs, Level 3 [Member] | Public Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Issuance | $ 11,450,000 | ||
Monte Carlo simulation model | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Issuance | $ 6,240,000 | ||
Monte Carlo simulation model | Unit Price | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | $ / shares | 10.18 | ||
Black Scholes Merton model | Fair Value, Inputs, Level 3 [Member] | Public Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Issuance | $ 19,460,000 | ||
Black Scholes Merton model | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Issuance | $ 10,640,000 | ||
Black Scholes Merton model | Risk free interest rate | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.47 | ||
Black Scholes Merton model | Tine to maturity | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 5.76 | ||
Black Scholes Merton model | Expected dividend yield | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0 | ||
Black Scholes Merton model | Expected volatility | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 19 | ||
Black Scholes Merton model | Exercise price of warrants | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | $ / shares | 11.50 | ||
Black Scholes Merton model | Unit Price | Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | $ / shares | 10.15 |
FAIR VALUE MEASUREMENTS (Rest_5
FAIR VALUE MEASUREMENTS (Restated, see Note 2) - Changes in the fair value of warrant liabilities (Details) - CAPSTAR SPECIAL PURPOSE ACQUISITION CORP - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Tranche rights liability, beginning balance | $ 30,101,808 | $ 30,101,808 | ||||
Initial measurement on July 7, 2020 (IPO) | $ 17,695,600 | |||||
Change in fair value of warrant liability | 12,406,208 | |||||
Tranche rights liability, ending balance | $ 30,101,808 | 30,101,808 | ||||
Transfers of public warrant to Level 3 | 11,100,000 | |||||
Public Warrants | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Tranche rights liability, beginning balance | 19,458,000 | 19,458,000 | ||||
Initial measurement on July 7, 2020 (IPO) | 11,454,000 | |||||
Change in fair value of warrant liability | 8,004,000 | |||||
Tranche rights liability, ending balance | 19,458,000 | 19,458,000 | ||||
Private Placement Warrants | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Tranche rights liability, beginning balance | $ 6,793,384 | $ 5,370,784 | 10,643,808 | 10,643,808 | ||
Initial measurement on July 7, 2020 (IPO) | 6,241,600 | |||||
Change in fair value of warrant liability | 13,586,764 | 1,422,600 | (5,273,024) | 4,402,208 | ||
Tranche rights liability, ending balance | $ 20,380,148 | $ 6,793,384 | $ 5,370,784 | $ 10,643,808 | $ 20,380,148 | $ 10,643,808 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Jul. 19, 2021USD ($)$ / sharesshares | Jul. 28, 2021USD ($) | Mar. 03, 2021USD ($) |
Subsequent Event [Line Items] | |||
Loans for working capital purpose | $ | $ 4,000,000 | ||
Subsequent Events. | |||
Subsequent Event [Line Items] | |||
Loans for working capital purpose | $ | $ 1,500,000 | ||
Trading price for future vesting threshold of the first third | $ 20 | ||
Trading price for future vesting threshold of the second third | $ 20 | ||
Number of trading days within specified period that share price must exceed | 30 days | ||
Threshold period before share price condition commences | 20 days | ||
Gelesis | |||
Subsequent Event [Line Items] | |||
Implied equity value | $ | $ 900,000,000 | ||
Conversion ratio of CPSR Class A or CPSR Class B to CPSR Share | 1 | ||
Number of pro rata portion of restricted earn out CPSR shares will be received by each holder of common stock, options and warrants | shares | 15,000,000 | ||
Trading price for future vesting threshold of the first third | $ 12.50 | ||
Trading price for future vesting threshold of the second third | 15 | ||
Trading price for future vesting threshold of the third portion | $ 17.50 | ||
Number of trading days within specified period that share price must exceed | 20 days | ||
Consecutive trading days used to evaluate share price | 30 days | ||
Threshold period before share price condition commences | 5 years | ||
Gelesis | Subsequent Events. | |||
Subsequent Event [Line Items] | |||
Implied equity value | $ | $ 675,000,000 | ||
Number of pro rata portion of restricted earn out CPSR shares will be received by each holder of common stock, options and warrants | shares | 23,483,250 | ||
Trading price for future vesting threshold of the first third | $ 12.50 | ||
Trading price for future vesting threshold of the second third | 15 | ||
Trading price for future vesting threshold of the third portion | $ 17.50 | ||
Number of trading days within specified period that share price must exceed | 20 days | ||
Consecutive trading days used to evaluate share price | 30 days | ||
Threshold period before share price condition commences | 5 years | ||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 5 years | ||
Gelesis | Subsequent Events. | Class A common stock | |||
Subsequent Event [Line Items] | |||
Shares issued (in shares) | shares | 9,000,000 | ||
Share issuance price | $ 10 | ||
Shares issued value | $ | $ 90,000,000 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 32,022,000 | $ 48,144,000 |
Prepaid expenses | 5,116,000 | 1,024,000 |
Total current assets | 62,789,000 | 92,875,000 |
Total assets | 148,254,000 | 163,843,000 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Total current liabilities | 84,530,000 | 17,522,000 |
Total liabilities | 136,429,000 | 84,827,000 |
Commitments | ||
Stockholders' deficit: | ||
Common stock, $0.0001 par value - 48,595,723 shares authorized at September 30, 2021 and December 31, 2020; 2,166,330 and 2,155,490 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 1,000 | 1,000 |
Additional paid-in capital | (111,141,000) | 23,907,000 |
Accumulated deficit | (246,124,000) | (171,784,000) |
Total stockholders' deficit | (356,892,000) | (146,938,000) |
Total liabilities, noncontrolling interest, redeemable convertible preferred stock and stockholders' deficit | 148,254,000 | 163,843,000 |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
Current assets | ||
Cash | 304,944 | 491,827 |
Prepaid expenses | 39,816 | 65,973 |
Total current assets | 344,760 | 557,800 |
Cash and marketable securities held in Trust Account | 276,178,675 | 276,209,453 |
Total assets | 276,523,435 | 276,767,253 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Current liabilities - Accrued expenses | 1,630,832 | |
Current liabilities - Accounts payable and accrued expenses | 2,760,072 | 1,630,832 |
Warrant liabilities | 32,386,148 | 30,101,808 |
Deferred underwriting fee payable | 9,660,000 | 9,660,000 |
Total liabilities | 44,806,220 | 41,392,640 |
Commitments | ||
Class A common stock subject to possible redemption 27,600,000 shares at redemption value as of September 30, 2021 and December 31, 2020 | 276,028,675 | 276,033,447 |
Stockholders' deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (44,312,150) | (40,659,524) |
Total stockholders' deficit | (44,311,460) | (40,658,834) |
Total liabilities, noncontrolling interest, redeemable convertible preferred stock and stockholders' deficit | 276,523,435 | 276,767,253 |
Class A common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
Stockholders' deficit: | ||
Common stock, $0.0001 par value - 48,595,723 shares authorized at September 30, 2021 and December 31, 2020; 2,166,330 and 2,155,490 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 0 | 0 |
Class A common stock subject to possible redemption | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Class A common stock subject to possible redemption 27,600,000 shares at redemption value as of September 30, 2021 and December 31, 2020 | 276,028,675 | 276,033,447 |
Class B common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
Stockholders' deficit: | ||
Common stock, $0.0001 par value - 48,595,723 shares authorized at September 30, 2021 and December 31, 2020; 2,166,330 and 2,155,490 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | $ 690 | $ 690 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Feb. 26, 2020 | Dec. 31, 2019 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized | 48,595,723 | 48,595,723 | 44,217,112 | |
Ordinary shares, shares issued | 2,166,330 | 2,155,490 | 2,144,651 | |
Ordinary shares, shares outstanding | 2,166,330 | 2,155,490 | 2,144,651 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Class A common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Ordinary shares, shares issued | 0 | 0 | ||
Ordinary shares, shares outstanding | 0 | 0 | ||
Temporary Equity, Shares Outstanding | 27,600,000 | |||
Class A common stock subject to possible redemption | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||
Ordinary shares, shares issued | 27,600,000 | 27,600,000 | ||
Ordinary shares, shares outstanding | 27,600,000 | 27,600,000 | ||
Temporary Equity, Shares Outstanding | 27,600,000 | 27,600,000 | ||
Class B common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Ordinary shares, shares issued | 6,900,000 | 6,900,000 | ||
Ordinary shares, shares outstanding | 6,900,000 | 6,900,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | |
Formation and operating costs | $ 73,132,000 | |||
Loss from operations | (64,839,000) | |||
Other income (expense): | ||||
Loss before income taxes | (74,038,000) | |||
Provision for income taxes | (17,000) | |||
Net loss | $ (74,055,000) | |||
Weighted Average Number of Shares Outstanding, Basic | 2,161,848 | |||
Weighted Average Number of Shares Outstanding, Diluted | 2,161,848 | |||
Earnings Per Share, Basic | $ (98.79) | |||
Earnings Per Share, Diluted | $ (98.79) | |||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||
General and administrative expenses | $ 1,113,342 | $ 184,615 | $ 185,615 | $ 1,518,286 |
Loss from operations | (1,113,342) | (184,615) | (185,615) | (1,518,286) |
Other income (expense): | ||||
Interest earned on marketable securities held in Trust Account | 138,117 | 96,143 | 96,143 | 142,997 |
Unrealized gain (loss) on marketable securities held in Trust Account | (106,039) | 41,496 | 41,496 | 2,231 |
Change in fair value of warrant liabilities | (13,174,144) | 613,900 | 613,900 | (2,284,340) |
Transaction costs associated with the Initial Public Offering | 0 | (671,901) | (671,901) | 0 |
Total other income (expense), net | (13,142,066) | 79,638 | 79,638 | (2,139,112) |
Loss before income taxes | (14,255,408) | (104,977) | (105,977) | (3,657,398) |
Provision for income taxes | 0 | (8,714) | (8,714) | 0 |
Net loss | $ (14,255,408) | $ (113,691) | $ (114,691) | $ (3,657,398) |
Class A common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||
Other income (expense): | ||||
Weighted Average Number of Shares Outstanding, Basic | 27,600,000 | 25,780,220 | 10,761,468 | 27,600,000 |
Weighted Average Number of Shares Outstanding, Diluted | 27,600,000 | 27,600,000 | 10,761,468 | 25,780,220 |
Earnings Per Share, Basic | $ (0.41) | $ (0.01) | $ (0.11) | |
Earnings Per Share, Diluted | $ (0.41) | $ (0.11) | $ (0.01) | $ 0 |
Class B common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||
Other income (expense): | ||||
Weighted Average Number of Shares Outstanding, Basic | 6,900,000 | 6,840,659 | 6,350,917 | 6,900,000 |
Weighted Average Number of Shares Outstanding, Diluted | 6,900,000 | 6,900,000 | 6,350,917 | 6,840,659 |
Earnings Per Share, Basic | $ (0.41) | $ 0 | $ (0.01) | $ (0.11) |
Earnings Per Share, Diluted | $ (0.41) | $ (0.11) | $ (0.010) | $ (0.01) |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) | Class A common stockCommon stockCAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Class B common stockCommon stockCAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Common stock | Additional Paid-in CapitalCAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Additional Paid-in Capital | Accumulated DeficitCAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Accumulated Deficit | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Total |
Balance at beginning at Dec. 31, 2018 | $ 1,000 | $ 11,045,000 | $ (122,459,000) | $ (111,413,000) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of senior preferred stock to redemption value | 10,400,000 | ||||||||
Net income (loss) | (22,964,000) | (22,964,000) | |||||||
Balance at ending at Dec. 31, 2019 | 1,000 | 26,248,000 | (145,423,000) | (119,063,000) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of senior preferred stock to redemption value | (6,568,000) | ||||||||
Net income (loss) | (11,965,000) | (11,965,000) | |||||||
Balance at ending at Sep. 30, 2020 | $ 690 | 1,000 | 23,008,000 | $ (25,533,547) | (157,744,000) | $ (25,532,857) | (134,274,000) | ||
Balance at the end (in shares) at Sep. 30, 2020 | 6,900,000 | ||||||||
Balance at beginning at Dec. 31, 2019 | 1,000 | 26,248,000 | (145,423,000) | (119,063,000) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise/Issuance of warrants | 4,322,000 | 4,322,000 | |||||||
Accretion of senior preferred stock to redemption value | (11,372,000) | ||||||||
Net income (loss) | (25,905,000) | (25,905,000) | |||||||
Balance at ending at Dec. 31, 2020 | $ 690 | 1,000 | $ 0 | 23,907,000 | (40,659,524) | (171,784,000) | (40,658,834) | (146,938,000) | |
Balance at the end (in shares) at Dec. 31, 2020 | 6,900,000 | ||||||||
Balance at beginning at Feb. 13, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||||
Balance at the beginning (in shares) at Feb. 13, 2020 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of Class B common stock to Sponsor | $ 690 | 24,310 | 25,000 | ||||||
Issuance of Class B common stock to Sponsor (in shares) | 6,900,000 | ||||||||
Net income (loss) | (1,000) | (1,000) | |||||||
Balance at ending at Mar. 31, 2020 | $ 690 | 24,310 | (1,000) | 24,000 | |||||
Balance at the end (in shares) at Mar. 31, 2020 | 6,900,000 | ||||||||
Balance at beginning at Feb. 13, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||||
Balance at the beginning (in shares) at Feb. 13, 2020 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (114,691) | ||||||||
Balance at ending at Sep. 30, 2020 | $ 690 | 1,000 | 23,008,000 | (25,533,547) | (157,744,000) | (25,532,857) | (134,274,000) | ||
Balance at the end (in shares) at Sep. 30, 2020 | 6,900,000 | ||||||||
Balance at beginning at Feb. 13, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||||
Balance at the beginning (in shares) at Feb. 13, 2020 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of senior preferred stock to redemption value | (26,667,374) | ||||||||
Net income (loss) | (15,294,860) | ||||||||
Balance at ending at Dec. 31, 2020 | $ 690 | 1,000 | 0 | 23,907,000 | (40,659,524) | (171,784,000) | (40,658,834) | (146,938,000) | |
Balance at the end (in shares) at Dec. 31, 2020 | 6,900,000 | ||||||||
Balance at beginning at Feb. 14, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||||
Balance at the beginning (in shares) at Feb. 14, 2020 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of Class B common stock to Sponsor | $ 690 | 24,310 | 25,000 | ||||||
Issuance of Class B common stock to Sponsor (in shares) | 6,900,000 | ||||||||
Net income (loss) | (1,000) | (1,000) | |||||||
Balance at ending at Mar. 31, 2020 | $ 690 | 24,310 | (1,000) | 24,000 | |||||
Balance at the end (in shares) at Mar. 31, 2020 | 6,900,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | $ 0 | $ 0 | 0 | 0 | 0 | ||||
Balance at ending at Jun. 30, 2020 | $ 690 | 24,310 | (1,000) | 24,000 | |||||
Balance at the end (in shares) at Jun. 30, 2020 | 6,900,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of senior preferred stock to redemption value | (1,302,710) | (25,418,856) | (26,721,566) | ||||||
Excess cash received from sale of Private Placement Warrants | 1,278,400 | 1,278,400 | |||||||
Net income (loss) | (113,691) | (113,691) | |||||||
Balance at ending at Sep. 30, 2020 | $ 690 | 1,000 | 23,008,000 | (25,533,547) | (157,744,000) | (25,532,857) | (134,274,000) | ||
Balance at the end (in shares) at Sep. 30, 2020 | 6,900,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of senior preferred stock to redemption value | (54,192) | (54,192) | |||||||
Net income (loss) | (15,180,169) | (15,180,169) | |||||||
Balance at ending at Dec. 31, 2020 | $ 690 | 1,000 | 0 | 23,907,000 | (40,659,524) | (171,784,000) | (40,658,834) | (146,938,000) | |
Balance at the end (in shares) at Dec. 31, 2020 | 6,900,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of senior preferred stock to redemption value | 0 | (54,865) | (54,865) | ||||||
Net income (loss) | 0 | 14,686,984 | 14,686,984 | ||||||
Balance at ending at Mar. 31, 2021 | $ 690 | 0 | (26,027,405) | (26,026,715) | |||||
Balance at the end (in shares) at Mar. 31, 2021 | 6,900,000 | ||||||||
Balance at beginning at Dec. 31, 2020 | $ 690 | 1,000 | 0 | 23,907,000 | (40,659,524) | (171,784,000) | (40,658,834) | (146,938,000) | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 6,900,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of senior preferred stock to redemption value | (139,237,000) | ||||||||
Net income (loss) | (74,055,000) | (3,657,398) | (74,055,000) | ||||||
Balance at ending at Sep. 30, 2021 | $ 690 | 1,000 | 0 | (111,141,000) | (44,312,150) | (246,124,000) | (44,311,460) | (356,892,000) | |
Balance at the end (in shares) at Sep. 30, 2021 | 6,900,000 | ||||||||
Balance at beginning at Mar. 31, 2021 | $ 690 | 0 | (26,027,405) | (26,026,715) | |||||
Balance at the beginning (in shares) at Mar. 31, 2021 | 6,900,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of senior preferred stock to redemption value | 0 | 41,715 | 41,715 | ||||||
Net income (loss) | 0 | (4,088,974) | (4,088,974) | ||||||
Balance at ending at Jun. 30, 2021 | $ 690 | 0 | (30,074,664) | (30,073,974) | |||||
Balance at the end (in shares) at Jun. 30, 2021 | 6,900,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of senior preferred stock to redemption value | 0 | 17,922 | 17,922 | ||||||
Net income (loss) | 0 | (14,255,408) | (14,255,408) | ||||||
Balance at ending at Sep. 30, 2021 | $ 690 | $ 1,000 | $ 0 | $ (111,141,000) | $ (44,312,150) | $ (246,124,000) | $ (44,311,460) | $ (356,892,000) | |
Balance at the end (in shares) at Sep. 30, 2021 | 6,900,000 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares | Jul. 07, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Issuances upon exercise of common stock warrants | 522,009 | 522,009 | 478,828 | ||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||||
Sale of Units, net of underwriting discounts (in shares) | 27,600,000 | 27,600,000 | |||
Issuances upon exercise of common stock warrants | 7,520,000 | ||||
Over-allotment option | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||||
Sale of Units, net of underwriting discounts (in shares) | 3,600,000 | 3,600,000 | 3,600,000 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||||||
Net loss | $ (74,055,000) | $ (11,965,000) | $ (25,905,000) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Change in the fair value of warrants | 1,466,000 | ||||||
Deferred tax provision | 2,063,000 | ||||||
Increase (Decrease) in Operating Capital [Abstract] | |||||||
Net cash used in operating activities | (26,395,000) | (18,395,000) | (21,991,000) | ||||
Net Cash Provided by (Used in) Investing Activities [Abstract] | |||||||
Net cash provided by (used in) investing activities | 5,617,000 | (24,041,000) | (56,205,000) | ||||
Net Cash Provided by (Used in) Financing Activities [Abstract] | |||||||
Payment of offering costs | 0 | (330,000) | (329,000) | ||||
Net cash provided by financing activities | 5,472,000 | 66,337,000 | 88,923,000 | ||||
Net Change in Cash | (16,122,000) | 23,665,000 | 12,370,000 | ||||
Cash and cash equivalents at beginning of year | 48,144,000 | 35,774,000 | 35,774,000 | ||||
Cash and cash equivalents at end of year | $ 32,022,000 | $ 59,439,000 | $ 59,439,000 | 32,022,000 | 59,439,000 | $ 48,144,000 | 48,144,000 |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||||||
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||||||
Net loss | (114,691) | (3,657,398) | 15,294,860 | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Interest earned on marketable securities held in Trust Account | (138,117) | (96,143) | (96,143) | (142,997) | (201,441) | ||
Unrealized gain on marketable securities held in Trust Account | 106,039 | (41,496) | (41,496) | (2,231) | (8,012) | ||
Transaction costs associated with the Initial Public Offering | 0 | 671,901 | 671,901 | 0 | 15,851,828 | ||
Change in the fair value of warrants | 13,174,144 | (613,900) | (613,900) | 2,284,340 | 12,406,208 | ||
Deferred tax provision | 8,714 | 0 | |||||
Increase (Decrease) in Operating Capital [Abstract] | |||||||
Prepaid expenses | (81,365) | 26,157 | (65,973) | ||||
Accounts payable and accrued expenses | 54,771 | 1,129,240 | 1,630,832 | ||||
Net cash used in operating activities | (212,209) | (362,889) | (861,345) | ||||
Net Cash Provided by (Used in) Investing Activities [Abstract] | |||||||
Cash withdrawn from Trust Account to pay for franchise taxes | 0 | 176,006 | |||||
Investment of cash into Trust Account | (276,000,000) | 0 | (276,000,000) | ||||
Net cash provided by (used in) investing activities | (276,000,000) | 176,006 | (276,000,000) | ||||
Net Cash Provided by (Used in) Financing Activities [Abstract] | |||||||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | 0 | 25,000 | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 270,480,000 | 0 | 270,480,000 | ||||
Proceeds from sale of Private Placement Warrants | 7,520,000 | 0 | 7,520,000 | ||||
Proceeds from promissory note - related party | 150,000 | 0 | 150,000 | ||||
Repayment of promissory note - related party | (150,000) | 0 | (150,000) | ||||
Payment of offering costs | (671,828) | 0 | (671,828) | ||||
Net cash provided by financing activities | 277,353,172 | 0 | 277,353,172 | ||||
Net Change in Cash | 1,140,963 | (186,883) | 491,827 | ||||
Cash and cash equivalents at beginning of year | 0 | 491,827 | 0 | ||||
Cash and cash equivalents at end of year | $ 304,944 | $ 1,140,963 | 1,140,963 | 304,944 | $ 1,140,963 | 491,827 | $ 491,827 |
Non-Cash investing and financing activities: | |||||||
Initial classification of Class A common stock subject to possible redemption | 276,000,000 | 0 | 276,000,000 | ||||
Change in value of Class A common stock subject to possible redemption | 87,639 | (4,772) | 33,447 | ||||
Deferred underwriting fee payable | $ 9,660,000 | $ 0 | $ 9,660,000 |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Capstar Special Purpose Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 14, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the consumer, healthcare and technology, media and telecommunications (“TMT”) industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has one wholly-owned subsidiary, CPSR Gelesis Merger Sub, Inc., which was incorporated in the State of Delaware on July 2, 2021 (“Merger Sub”). As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, the search for a target company for a Business Combination and activities in connection with the proposed business combination with Gelesis, Inc., a Delaware corporation (“Gelesis”) (see Note 7). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account. The registration statement for the Company’s Initial Public Offering was declared effective on July 1, 2020. On July 7, 2020, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,520,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Capstar Sponsor Group, LLC (the “Sponsor”), generating gross proceeds of $7,520,000, which is described in Note 5. Transaction costs amounted to $15,851,828, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $671,828 of other offering costs. Following the closing of the Initial Public Offering on July 7, 2020, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”). The proceeds are held in the Trust Account located in the United States and shall be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (i) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (ii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. The Company will have until July 7, 2022 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Management’s Plan As of September 30, 2021, the Company had $304,944 in its operating bank accounts, $276,178,675 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $2,265,312, which excludes $150,000 of franchise taxes payable. On July 28, 2021, the Sponsor committed to provide the Company an aggregate of $4,000,000 in loans for working capital purposes (see Note 6). These loans will be non-interest bearing, unsecured and will be repaid upon the consummation of a Business Combination. If the Company does not consummate a Business Combination, all amounts loaned to the Company in connection with these loans will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account. As a result, management has determined that sufficient capital exists to sustain operations through the earlier of the consummation of a Business Combination or July 7, 2022, the scheduled liquidation date of the Company if a Business Combination is not completed. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Capstar Special Purpose Acquisition Corp. (the “Company”) was incorporated in Delaware on February 14, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the consumer, healthcare and technology, media and telecommunications (“TMT”) industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity for the period from February 14, 2020 (inception) through December 31, 2020 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and the search for a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on July 1, 2020. On July 7, 2020, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,520,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Capstar Sponsor Group, LLC (the “Sponsor”), generating gross proceeds of $7,520,000, which is described in Note 5. Transaction costs amounted to $15,851,828, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $671,828 of other offering costs. Following the closing of the Initial Public Offering on July 7, 2020, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”). The proceeds are held in the Trust Account located in the United States and shall be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (i) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (ii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. The Company will have until July 7, 2022 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Management’s Plan As of December 31, 2020, the Company had $491,827 in its operating bank accounts, $276,209,453 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $897,026, which excludes $176,006 of franchise taxes payable. As of December 31, 2020, approximately $209,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. As of December 31, 2020, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements and had substantial doubt over its ability to continue as a going concern. On March 3, 2021 (see Note 12), the Sponsor committed to provide the Company an aggregate of $1,500,000 in loans for working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations for at least one year from the issuance date of these financial statements and therefore substantial doubt has been alleviated. |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the Company’s condensed consolidated financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that temporary equity should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a classification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its income (loss) per common share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s condensed consolidated financial statements is reflected in the following table. As Previously Reported Adjustment As Restated Balance Sheet as of July 7, 2020 Class A common stock subject to possible redemption $ 244,996,570 $ 31,003,430 $ 276,000,000 Class A common stock $ 310 $ (310) $ — Additional paid-in capital $ 5,671,903 $ (5,671,903) $ — Accumulated deficit $ (672,901) $ (25,331,217) $ (26,004,118) Total stockholders’ equity (deficit) $ 5,000,002 $ (31,003,430) $ (26,003,428) Number of shares subject to redemption 24,499,657 3,100,343 27,600,000 Balance Sheet as of September 30, 2020 Class A common stock subject to possible redemption $ 245,554,779 $ 30,532,860 $ 276,087,639 Class A common stock $ 305 $ (305) $ — Additional paid-in capital $ 5,113,699 $ (5,113,699) $ — Accumulated deficit $ (114,691) $ (25,418,856) $ (25,533,547) Total stockholders’ equity (deficit) $ 5,000,003 $ (30,532,860) $ (25,532,857) Number of shares subject to redemption 24,547,683 3,052,317 27,600,000 Balance Sheet as of December 31, 2020 Class A common stock subject to possible redemption $ 230,374,604 $ 45,658,843 $ 276,033,447 Class A common stock $ 457 $ (457) $ — Additional paid-in capital $ 20,293,722 $ (20,293,722) $ — Accumulated deficit $ (15,294,860) $ (25,364,664) $ (40,659,524) Total stockholders’ equity (deficit) $ 5,000,009 $ (45,658,843) $ (40,658,834) Number of shares subject to redemption 23,034,669 4,565,331 27,600,000 Balance Sheet as of March 31, 2021 Class A common stock subject to possible redemption $ 245,061,587 $ 31,026,725 $ 276,088,312 Class A common stock $ 311 $ (311) $ — Additional paid-in capital $ 5,606,885 $ (5,606,885) $ — Accumulated deficit $ (607,876) $ (25,419,529) $ (26,027,405) Total stockholders’ equity (deficit) $ 5,000,010 $ (31,026,725) $ (26,026,715) Number of shares subject to redemption 24,493,884 3,106,116 27,600,000 Balance Sheet as of June 30, 2021 Class A common stock subject to possible redemption $ 240,972,620 $ 35,073,977 $ 276,046,597 Class A common stock $ 352 $ (352) $ — Additional paid-in capital $ 9,695,811 $ (9,695,811) $ — Accumulated deficit $ (4,696,850) $ (25,377,814) $ (30,074,664) Total stockholders’ equity (deficit) $ 5,000,003 $ (35,073,977) $ (30,073,974) Number of shares subject to redemption 24,084,470 3,515,530 27,600,000 Statement of Operations for the Period from February 14, 2020 (Inception) Through September 30, 2020 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,499,657 (24,499,657) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 7,559,767 (7,559,767) — Basic and diluted net loss per share, Non-redeemable common stock $ (0.02) $ 0.02 $ — Weighted average shares outstanding of Class A common stock — 10,761,468 10,761,468 Basic and diluted net loss per share, Class A common stock $ — $ (0.01) $ (0.01) Weighted average shares outstanding of Class B common stock — 6,350,917 6,350,917 Basic and diluted net loss per share, Class B common stock $ — $ (0.01) $ (0.01) Statement of Operations for the Period from February 14, 2020 (Inception) Through December 31, 2020 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,524,620 (24,524,620) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 8,269,814 (8,269,814) — Basic and diluted net loss per share, Non-redeemable common stock $ (1.85) $ 1.85 $ — Weighted average shares outstanding of Class A common stock — 15,758,710 15,758,710 Basic and diluted net loss per share, Class A common stock $ — $ (0.69) $ (0.69) Weighted average shares outstanding of Class B common stock — 6,513,871 6,513,871 Basic and diluted net loss per share, Class B common stock $ — $ (0.69) $ (0.69) Statement of Operations for the Three Months Ended March 31, 2021 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 23,034,669 (23,034,669) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 11,465,331 (11,465,331) — Basic and diluted net income per share, Non-redeemable common stock $ 1.28 $ (1.28) $ — Weighted average shares outstanding of Class A common stock — 27,600,000 27,600,000 Basic and diluted net income per share, Class A common stock $ — $ 0.43 $ 0.43 Weighted average shares outstanding of Class B common stock — 6,900,000 6,900,000 Basic and diluted net income per share, Class B common stock $ — $ 0.43 $ 0.43 As Previously Reported Adjustment As Restated Statement of Operations for the Three Months Ended June 30, 2021 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,493,884 (24,493,884) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 10,006,116 (10,006,116) — Basic and diluted net loss per share, Non-redeemable common stock $ (0.41) $ 0.41 $ — Weighted average shares outstanding of Class A common stock — 27,600,000 27,600,000 Basic and diluted net loss per share, Class A common stock $ — $ — $ — Weighted average shares outstanding of Class B common stock — 6,900,000 6,900,000 Basic and diluted net loss per share, Class B common stock $ — $ (0.59) $ (0.59) Statement of Operations for the Six Months Ended June 30, 2021 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 23,768,307 (23,768,307) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 10,731,693 (10,731,693) — Basic and diluted net income per share, Non-redeemable common stock $ 0.99 $ (0.99) $ — Weighted average shares outstanding of Class A common stock — 27,600,000 27,600,000 Basic and diluted net income per share, Class A common stock $ — $ 0.31 $ 0.31 Weighted average shares outstanding of Class B common stock — 6,900,000 6,900,000 Basic and diluted net income per share, Class B common stock $ — $ 0.31 $ 0.31 Statement of Changes in Shareholders’ Equity (Deficit) for the Period from February 14, 2020 (Inception) Through September 30, 2020 Sale of 27,600,000 Units, net of underwriting discounts $ 249,366,073 $ (249,366,073) $ — Class A common stock subject to possible redemption $ (245,554,775) $ 245,554,775 $ — Accretion for Class A ordinary share subject to redemption amount $ — $ (26,721,566) $ (26,721,566) Total shareholders’ equity (deficit) $ 5,000,003 $ (30,532,860) $ (25,532,857) Statement of Changes in Shareholders’ Equity (Deficit) for the Period from February 14, 2020 (Inception) Through December 31, 2020 Sale of 27,600,000 Units, net of underwriting discounts $ 249,366,073 $ (249,366,073) $ — Class A common stock subject to possible redemption $ (230,374,604) $ 230,374,604 $ — Accretion for Class A ordinary share subject to redemption amount $ — $ (26,721,566) $ (26,721,566) Total shareholders’ equity (deficit) $ 5,000,009 $ (45,658,843) $ (40,658,834) Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 Class A common stock subject to possible redemption $ (14,686,983) $ 14,686,983 $ — Accretion for Class A ordinary share subject to redemption amount $ — $ (54,865) $ (54,865) Total shareholders’ equity (deficit) $ 5,000,010 $ (31,026,725) $ (26,026,715) Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 Class A common stock subject to possible redemption $ (4,088,967) $ 4,088,967 $ — Accretion for Class A ordinary share subject to redemption amount $ — $ 41,715 $ 41,715 Total shareholders’ equity (deficit) $ 5,000,003 $ (35,073,977) $ (30,073,974) Statement of Cash Flows for the Period of February 14, 2020 through September 30, 2020 (unaudited) Initial classification of Class A common stock subject to possible redemption $ 244,996,570 $ 31,003,430 $ 276,000,000 Change in value of Class A common stock subject to possible redemption $ 558,209 $ (470,570) $ 87,639 Statement of Cash Flows for the Period of February 14, 2020 through December 31, 2020 (unaudited) Initial classification of Class A common stock subject to possible redemption $ 244,996,570 $ 31,003,430 $ 276,000,000 Change in value of Class A common stock subject to possible redemption $ (14,621,966) $ 14,655,413 $ 33,447 Statement of Cash Flows for the Three Months Ended March 31, 2021 Change in value of Class A common stock subject to possible redemption $ 14,686,983 $ (14,598,671) $ 88,312 Statement of Cash Flows for the Six Months Ended June 30, 2021 Change in value of Class A common stock subject to possible redemption $ 10,598,016 $ (10,551,419) $ 46,597 | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Amendment 1 The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”). On April 12, 2021, the staff of the Division of Corporation Finance of the Securities and Exchange Commission issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of July 7, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25. As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants (including on July 7, 2020, September 30, 2020 and December 31, 2020) and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported cash or investments held in the trust account. Amendment 2 In connection with the preparation of the Company’s condensed consolidated financial statements as of September 30, 2021, management identified errors made in its historical financial statements where, at the closing of the Company’s Initial Public Offering, the Company improperly valued its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Public Shares underlying the Units issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that temporary equity should include all shares of Class A common stock subject to possible redemption, resulting in the Class A common stock subject to possible redemption being equal to their redemption value. As a result, management has noted a classification error related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company also restated its income (loss) per common share calculation to allocate net income (loss) evenly to Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities or operating results. As As As Previously Adjustments Restated Adjustments Restated Reported (Amendment 1) (Amendment 1) (Amendment 2) (Amendment 2) Balance sheet as of July 7, 2020 (unaudited) Warrant Liability $ — $ 17,695,600 $ 17,695,600 $ — $ 17,695,600 Class A Common Stock Subject to Possible Redemption 262,692,170 (17,695,600) 244,996,570 31,003,430 276,000,000 Class A Common Stock 133 177 310 (310) — Additional Paid-in Capital 5,000,179 671,724 5,671,903 (5,671,903) — Accumulated Deficit (1,000) (671,901) (672,901) (25,331,217) (26,004,118) Balance sheet as of September 30, 2020 (unaudited) Warrant Liability $ — $ 17,081,700 $ 17,081,700 $ — $ 17,081,700 Class A Common Stock Subject to Possible Redemption 262,636,479 (17,081,700) 245,554,779 30,532,860 276,087,639 Class A Common Stock 134 171 305 (305) — Additional Paid-in Capital 5,055,869 57,830 5,113,699 (5,113,699) — Accumulated Deficit (56,690) (58,001) (114,691) (25,418,856) (25,533,547) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 30,101,808 $ 30,101,808 $ — 30,101,808 Class A Common Stock Subject to Possible Redemption 260,476,412 (30,101,808) 230,374,604 45,658,843 276,033,447 Common Stock 156 301 457 (457) — Additional Paid-in Capital 7,215,914 13,077,808 20,293,722 (20,293,722) — Accumulated Deficit (2,216,751) (13,078,109) (15,294,860) (25,364,664) (40,659,524) Statement of Operations for the Period from February 14, 2020 (inception) to September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ 613,900 $ 613,900 — 613,900 Transaction costs associated with Initial Public Offering — (671,901) (671,901) — (671,901) Net loss (56,690) (58,001) (114,691) — (114,691) Weighted average shares outstanding, Common stock subject to possible redemption 26,269,217 (1,769,560) 24,499,657 (24,499,657) — Basic and diluted net income per share, Common stock subject to possible redemption 0.00 — 0.00 — — Weighted average shares outstanding, Non-redeemable common stock 6,869,801 689,966 7,559,767 (7,559,767) — Basic and diluted net loss per share, Non-redeemable common stock (0.02) — (0.02) 0.02 — Weighted average shares outstanding of Class A common stock — — — 10,761,468 10,761,468 Basic and diluted net loss per share, Class A common stock — — — (0.01) (0.01) Weighted average shares outstanding of Class B common stock — — — 6,350,917 6,350,917 Basic and diluted net loss per share, Class B common stock — — — (0.01) (0.01) Statement of Operations for the Period from February 14, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (12,406,208) $ (12,406,208) — (12,406,208) Transaction costs associated with Initial Public Offering — (671,901) (671,901) — (671,901) Net loss (2,216,751) (13,078,109) (15,294,860) — (15,294,860) Weighted average shares outstanding, Common stock subject to possible redemption 26,261,989 (1,737,369) 24,524,620 (24,524,620) — Basic and diluted net income per share, Common stock subject to possible redemption 0.00 — 0.00 — — Weighted average shares outstanding, Common stock 7,273,705 1,010,362 8,269,814 (8,269,814) — Basic and diluted net loss per share, Common stock (0.31) (1.54) (1.85) 1.85 — Weighted average shares outstanding of Class A common stock — — — 15,758,710 15,758,710 Basic and diluted net loss per share, Class A common stock — — — (0.69) (0.69) Weighted average shares outstanding of Class B common stock — — — 6,513,871 6,513,871 Basic and diluted net loss per share, Class B common stock — — — (0.69) (0.69) Basic and diluted net loss per share, Class B common stock — — — (0.69) (0.69) Statement of Changes in Stockholders’ Equity (Deficit) for the Period from February 14, 2020 (inception) to September 30, 2020 (audited) Sales of 27,600,000 Units, net of underwriting discounts 249,366,073 — — (249,366,073) — Class A common stock subject to possible redemption (245,554,775) — — 245,554,775 — Accretion for Class A common stock subject to redemption amount — — — (26,721,566) (26,721,566) Total stockholders’ equity (deficit) 5,000,003 — — (30,532,860) (25,532,857) Statement of Changes in Stockholders’ Equity (Deficit) for the Period from February 14, 2020 (inception) to December 31, 2020 (audited) Sales of 27,600,000 Units, net of underwriting discounts 249,366,073 — — (249,366,073) — Class A common stock subject to possible redemption (230,374,604) — — (230,374,604) — Accretion for Class A common stock subject to redemption amount — — — (26,721,566) (26,721,566) Total stockholders’ equity (deficit) 5,000,009 — — (45,658,843) (46,658,834) Cash Flow Statement for the Period from February 14, 2020 (inception) to September 30, 2020 (unaudited) Net loss (56,690) (58,001) (114,691) — (114,691) Change in fair value of warrant liability $ — $ (613,900) $ (613,900) — (613,900) Transaction costs associated with Initial Public Offering — 671,901 671,901 — 671,901 Initial classification of Class A common stock subject to possible redemption 262,692,170 (17,695,600) 244,996,570 31,003,430 276,000,000 Change in value of Class A common stock subject to possible redemption (55,691) 613,900 558,209 (470,570) 87,639 Cash Flow Statement for the Period from February 14, 2020 (inception) to December 31, 2020 (audited) Net loss (2,216,751) (13,078,109) (15,294,860) — (15,294,860) Change in fair value of warrant liability $ — $ (12,406,208) $ (12,406,208) — (12,406,208) Transaction costs associated with Initial Public Offering — (671,901) (671,901) — (671,901) Initial classification of Class A common stock subject to possible redemption 262,692,170 (17,695,600) 244,996,570 31,003,430 276,000,000 Change in value of Class A common stock subject to possible redemption (2,215,758) (12,406,208) (14,621,966) 14,655,413 33,447 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - USD ($) $ in Thousands | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company’s condensed consolidated financial statements are prepared in accordance with the U.S. Securities and Exchange Commission’s rules for the presentation of interim financial statements, which permit certain disclosures to be condensed or omitted. These financial statements should be read in conjunction with the Company’s annual financial statements for the years ended December 31, 2020. In the opinion of management, the accompanying interim financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2021, and its results of operations, statement of changes in redeemable convertible preferred stock and stockholder’s deficit and cash flows for the nine months ended September 30, 2021 and 2020. Operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The interim financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and related notes as of and for the year ended December 31, 2020. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The Company assesses the above estimates on an ongoing basis; however, actual results could materially differ from those estimates. Subsequent Event(s) The Company considers events or transactions that occur after the balance sheet date but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all events and transactions through the date these financial statements were filed with the Securities and Exchange Commission (“SEC”) or were available to be issued. Marketable Securities The Companies classifies all investment securities as available-for-sale, as the sale of such securities may be required prior to maturity. These investment securities are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive loss until realized. The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, as well as interest, are included in interest income. Realized gains and losses from sale of available- for-sale securities, if any, are determined on a specific identification basic and are also included in interest income. The Company reviews all available-for-sale securities at each period end to determine if they remain available-for-sale based on then current intent and ability to sell the security if it is required to do so. Marketable securities are subject to a periodic impairment review. The Company may recognize an impairment charge when a decline in the fair value of investments below the cost basis is determined to be other-than-temporary. The Company did not have any marketable securities deemed to be impaired as of September 30, 2021 and December 31, 2020. Fair Value of Financial Instruments The guidance in FASB ASC 820, Fair Value Measurements and Disclosures Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. The Company’s tranche rights liability, preferred stock warrants, and call option liability (see Note 11) are recorded at fair value on a recurring basis. The carrying amount of accounts receivable, grants receivable, accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The carrying amount of notes payable is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described below (see Note 3). Preferred Stock Warrant Liability: shares issuable under the warrants, and because all of the redeemable convertible preferred stock warrants are exercisable for preferred shares. Redeemable convertible preferred stock warrants are initially recorded at fair value, with gains and losses arising from subsequent changes in fair value recognized in the consolidated statements of operations at each period end while such instruments are outstanding. The Company measures fair value of redeemable convertible preferred stock warrants using a Black-Scholes option pricing model (see Note 11). Tranche Rights Liability: Distinguishing Liabilities from Equity Noncontrolling Interests: Accounts Receivable The Company extends credit to customers based upon contractual terms or its evaluation of the customer’s financial condition. Customer accounts receivable are stated at amounts due net of applicable discounts and other contractual adjustments as well as an allowance for doubtful accounts. The Company assesses the need for an allowance for doubtful accounts based upon currently expected credit losses (“CECL”) by considering a number of factors, including the length of time trade accounts receivable are past due, the customer’s ability to pay its obligation and the condition of the general economy and the industry as a whole. The Company will write off accounts receivable when the Company determines that they are uncollectible. The Company has not historically experienced any collection issues or significant credit losses. Based on historical receipts and collections history, management has determined that an allowance for doubtful accounts is not necessary as of September 30, 2021 and December 31, 2020. Recently Adopted Accounting Pronouncements Credit Losses In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). The FASB has subsequently issued amendments to ASU 2016-13, which have the same effective and transition date of fiscal years beginning after December 15, 2019 for SEC filers other than small reporting companies, and fiscal years beginning after December 15, 2022 for all other entities. These standards require that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establish additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, these standards now require allowances to be recorded instead of reducing the amortized cost of the investment. The Company adopted the new standard on January 1, 2021. The Company has completed the assessment of the standard based on the composition of its portfolio of financial instruments and current and forecasted economic conditions, performed its calculations for credit losses and established processes and internal controls that are required to comply with the new credit loss standard and related disclosure requirements. The adoption of this standard did not have a significant impact on the condensed consolidated financial position and results of operations. | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company consolidates those entities where it has a direct and indirect controlling financial interest based on either a variable interest model or voting interest model. The Company’s consolidated financial statements include the accounts of the Company, its two wholly-owned subsidiaries and a variable interest entity (“VIE”), Gelesis S.r.l., in which the Company has a controlling interest and is the primary beneficiary. The noncontrolling interest attributable to the Company’s VIE is presented as a separate component from stockholders’ deficit in the consolidated balance sheets and as a noncontrolling interest in the consolidated statements of noncontrolling interest, redeemable convertible preferred stock and stockholders’ deficit. All intercompany balances and transactions have been eliminated in consolidation. Under the variable interest model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and (ii) the obligations to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The consolidation status of a VIE may change as a result of such reassessments. Changes in consolidation status are applied prospectively in accordance with U.S. GAAP. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The Company assesses the above estimates on an ongoing basis; however, actual results could materially differ from those estimates. Subsequent Event(s) The Company considers events or transactions that occur after the balance sheet date but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all events and transactions through the date these financial statements were filed with the Securities and Exchange Commission (“SEC”) or were available to be issued. Fair Value of Financial Instruments The guidance in FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. The Company’s tranche rights liability, preferred stock warrants, and call option liability (see Note 11) are recorded at fair value on a recurring basis. The carrying amount of accounts receivable, grants receivable, accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The carrying amount of notes payable is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described below (see Note 3). Preferred Stock Warrant Liability: The Company has recorded redeemable convertible preferred stock warrants issued to investors as liabilities as the terms of the warrants are not fixed due to potential adjustments in the exercise price and/or the number of shares issuable under the warrants, and because all of the redeemable convertible preferred stock warrants are exercisable for preferred shares. Redeemable convertible preferred stock warrants are initially recorded at fair value, with gains and losses arising from subsequent changes in fair value recognized in the consolidated statements of operations at each period end while such instruments are outstanding. The Company measures fair value of redeemable convertible preferred stock warrants using a Black-Scholes option pricing model (see Note 11). Tranche Rights Liability: Distinguishing Liabilities from Equity Noncontrolling Interests: Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Cash equivalents, which consist of money market accounts purchased with original maturities of less than 90 days from the date of purchase, are stated at fair value. Marketable Securities The Companies classifies all investment securities as available-for-sale, as the sale of such securities may be required prior to maturity. These investment securities are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive loss until realized. The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, as well as interest, are included in interest income. Realized gains and losses from sale of available- for-sale securities, if any, are determined on a specific identification basic and are also included in interest income. The Company reviews all available-for-sale securities at each period end to determine if they remain available-for-sale based on then current intent and ability to sell the security if it is required to do so. Marketable securities are subject to a periodic impairment review. The Company may recognize an impairment charge when a decline in the fair value of investments below the cost basis is determined to be other-than-temporary. The Company did not have any marketable securities deemed to be impaired as of December 31, 2020 and did not have any marketable securities as of December 31, 2019. Accounts Receivable Accounts receivable are carried at the invoiced amount less an allowance for doubtful accounts. Doubtful accounts are provided for on the basis of anticipated collection losses, and the expense associated with the allowance for doubtful accounts is recognized as Selling, general and administrative expense. The estimated losses are determined from historical collection experience and a review of outstanding accounts receivable. A receivable is considered past due if the Company has not received payment within the stated payment terms. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. The Company has not historically experienced any significant credit losses. Based on historical receipts and collections history, management has determined that an allowance for doubtful accounts is not necessary as of December 31, 2020 or 2019. Government Grants The Company recognizes grants from governmental agencies in other income on the consolidated statement of operations, gross of the expenditures that were related to the underlying project being co-funded by the grant, when there is reasonable assurance that the Company will comply with the conditions attached to the grant arrangement and payments under the grant will be received. The Company evaluates the conditions of each individual grant as of each reporting period to ensure that the Company has reached reasonable assurance of meeting the conditions of each grant arrangement and that it is expected that the grant payment will be received as a result of meeting the necessary conditions. The Company has been awarded grants from government agencies in Italy for certain capital expenditures and expenses incurred for research and development work performed under specified programs conducted in Italy. The Company submits qualifying expenses and capital purchases for reimbursement under each specified program, which occurs after the Company has made the capital purchases and/or incurred the research and development costs. The Company records a grant receivable upon incurring such expenses, as approval and reimbursement are considered to be perfunctory once the qualifying program has been approved. Government grants are recognized in the consolidated statements of operations on a systematic basis over the periods in which the Company recognizes the related costs for which the government grant is intended to compensate. Specifically, grant income related to research and development costs is recognized as such expenses are incurred. Research and development costs that were incurred prior to the approval of a qualifying program are recognized as grant income immediately upon approval of the program by the grantor. Grant income related to qualifying capital purchases is recognized in proportion to the depreciation expense incurred on the underlying assets. Deferred income related to capital purchases for which grant income will be recognized beyond twelve months from the balance sheet date is classified as long-term deferred income on the consolidated balance sheets and amortized to other income, net, over the same life of the related asset. Inventory The Company manufactures its own super-absorbent hydrogels used in Plenity ® Inventories comprise raw materials, including raw materials for packaging components, work-in- process, and finished goods, which are goods that are available for sale. The Company states inventory at the lower of cost or net realizable value with the cost based on the first-in, first-out method. If the Company identifies excess, obsolete or unsalable items, it writes down its inventory to its net realizable value in the period in which the impairment is identified. These adjustments are recorded based upon various factors related to the product, including the level of product manufactured by the Company, the level of product in the distribution channel, current and projected demand, the expected shelf-life of the product and firm inventory purchase commitments. Significant shipping and handling costs incurred for inventory purchases are included in inventory and costs incurred for product shipments are recorded in cost of goods sold as incurred. The Company started capitalizing inventory upon its first approval of Plenity from the FDA in April 2019. Prior to that date, the Company expensed all costs incurred related to the manufacturing of Plenity as research and development expense because of the inherent risks associated with the development of a product candidate, the uncertainty about the regulatory approval process and the lack of history for the Company of regulatory approval. The Company as not capitalized inventory costs related to product candidates in its development programs to date. As of December 31, 2020, were no previously expensed Plenity inventory held by the Company. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations as incurred whereas major betterments are capitalized as additions to property and equipment. Depreciation and amortization begin at the time the asset is placed in service, and are recorded using the straight-line method over the estimated useful lives, as follows: Asset Category Useful Lives Computer equipment and software 1 – 3 years Laboratory and manufacturing equipment 2.5 – 8 years Leasehold improvements 5 – 10 years, or the remaining term of lease, if shorter Buildings and land improvements 18 – 20 years Land Not depreciated Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to the undiscounted expected future cash flows the assets are expected to generate and recognizes an impairment loss equal to the excess of the carrying value over the fair value of the related asset. For the years ended December 31, 2020 and 2019, there were no indicators of impairment. Intangible Assets Intangible assets with estimable useful lives, or definite-lived intangibles, are carried at cost and are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment upon certain triggering events. We routinely review the remaining estimated useful lives of definite-lived intangible assets. If we reduce the estimated useful life assumption, the remaining unamortized balance is amortized over the revised estimated useful life. Redeemable Convertible Preferred Stock The Company has classified redeemable convertible preferred stock as temporary equity in the consolidated balance sheets due to certain change in control clauses that are outside of the Company’s control, including liquidation, sale, or transfer of control of the Company, as holders of the redeemable convertible preferred stock could cause redemption of the shares in these situations. The Company accretes the carrying values of the classes of redeemable convertible preferred stock that are mandatorily redeemable to the redemption values. The Company does not accrete the carrying values of the classes of redeemable convertible preferred stock that are not mandatory redeemable to the redemption values since a liquidation event, sale, or transfer is not considered probable. Subsequent adjustments of the carrying values to the ultimate redemption values will be made only if and when it becomes probable that such a liquidation event will occur. Upon completion of a qualified initial public offering (“IPO”), as defined in the Company’s certificate of incorporation, the redeemable convertible preferred stock will automatically convert to common stock. Leases Effective January 2019, the Company determines if an arrangement is a lease at contract inception under ASC 842 — Leases . 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. The Company recognizes operating lease assets and liabilities at the commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. As the discount rate implicit in the leases was typically not readily determinable, the Company utilized the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. incremental borrowing rate (IBR). The Company has elected to apply the practical expedient to account for lease and non-lease components as a single lease component for new and modified leases commencing after adoption election. The Company has also elected not to recognize leases with an initial term of 12 months or less on the consolidated balance sheets, instead, those lease payments are recognized in the consolidated statements of operations on a straight-line basis over the lease term. Revenue Recognition Product Revenue The Company commercializes Plenity in the U.S. markets principally through synergistic partnerships with online pharmacies and telehealth providers, which in turn sell Plenity directly to patients based on prescriptions. Outside the U.S., the Company primarily seeks collaborations with strategic partners to market Plenity and obtain necessary regulatory approvals as necessary. Product revenue is recognized by the Company in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services when the customer obtains control of the product, which occurs at a point in time, typically when the product is received by the Company’s customers. Reserves for Variable Consideration Revenues from product sales are recorded as product revenue at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established and which result from discounts, returns, patient incentives and assistance and other allowances that are offered within contracts between the Company and its direct and indirect customers, including online pharmacies, telehealth providers, health care providers, and patients relating to the Company’s product sales. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (if the amount is payable to the customer) or a current liability (if the amount is payable to a party other than a customer). Where appropriate, these estimates take into consideration a range of possible outcomes that are probability-weighted for relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which the Company is entitled based on the terms of the contract(s). The amount of variable consideration that is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known. The Company has no plan to seek government or commercial payor reimbursements in the US or the overseas markets. Therefore, reserves for variable consideration do not contain any components related to government and payor rebates or chargebacks. Product Return The Company generally does not accept customer returns except for product quality related cases. The Company evaluates quality related returns and adjust the corresponding product warranty reserves and liabilities at least quarterly and at the end of each reporting period. License and Collaboration Revenues The Company recognizes revenue from product sales and collaboration arrangements in accordance with ASC 606, Revenue from Contracts with Customers Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available, and whether the goods or services are integral or dependent to other goods or services in the contract. For performance obligations which consist of the Company’s materials, shipping and distribution activities occur prior to the transfer of control of the Company’s materials and are considered activities to fulfill the Company’s promise to deliver goods to the customers. The Company has entered and anticipates to enter future license, collaboration and/or distribution agreements, which are within the scope of ASC 606, to manufacture and commercialize product(s). The terms of these agreements typically contain multiple promises or obligations, which may include: (i) manufacturing and supply of covered products, and (ii) regulatory support activities to be provided to the collaboration partner relating to the covered product(s). Payments to the Company under these agreements may include payments based upon the achievement of certain milestones and royalties on any resulting net product sales. The Company first evaluates collaboration arrangements to determine whether the arrangement (or part of the arrangement) represents a collaborative arrangement pursuant to ASC Topic 808, Collaborative Arrangements, progress. As of and for the two years ended December 31, 2020, there were no performance obligations to be satisfied over time for recognition purposes. Amounts received prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. Amounts recognized as revenue, but not yet received or invoiced are generally recognized as contract assets. Selling, General and Administrative Costs Selling, general and administrative costs are expensed as incurred. Selling, general and administrative costs include salaries and benefits, stock-based compensation expense, and costs of programs and infrastructure necessary for the general conduct of the Company’s business, including those incurred as a result of the commercialization of the Company’s products. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include payroll and personnel expense, consulting costs, external contract research and development expenses, as well as depreciation and utilities. Prepaid research and development costs are deferred and amortized over the service period, as the services are provided. Stock-Based Compensation Effective January 1, 2020, the Company accounts for all stock-based compensation awards granted to employees and non-employees in accordance with ASC 718, Compensation — Stock Compensation ● exercise price: In determining the exercise prices for options granted, the Board of Directors has considered the fair value of the common stock as of each grant date. The fair value of the common stock underlying the stock options has been determined by the Board of Directors at each award grant date based upon the estimated fair value of the Company’s common stock as determined by an independent third-party valuation firm. The specialists at this valuation firm considered a variety of factors including the Company’s financial position and historical financial performance, the status of technological developments within the Company’s products, the composition and ability of the current clinical and management team, an evaluation or benchmark of the Company’s competition, the current business climate in the marketplace, the illiquid nature of the common stock, arm’s length sales of the Company’s capital stock (including Series Preferred), the effect of the rights and preferences of the preferred stockholders, and the prospects of a liquidity event, among others. ● expected volatility: As the Company is a privately-owned company, there is not sufficient historical volatility for the expected term of the options. Therefore, the Company used an average historical share price volatility based on an analysis of reported data for a peer group of comparable companies for which historical information is available. For these analyses, the Company selects companies with comparable characteristics to itself including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock- based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its stock-based awards. The Company intends to consistently apply this process using representative companies until a sufficient amount of historical information regarding the volatility of its own share price becomes available; ● risk-free interest rate, which is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption; ● expected term, which is calculated using the simplified method, as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment, as the Company has insufficient historical information regarding its stock options to provide a basis for an estimate. Under this approach, the weighted-average expected life is presumed to be the average of the contractual term of ten years and the weighted-average vesting term of the stock options, taking into consideration multiple vesting tranches; ● dividend yield, which is zero based on the fact that the Company never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Prior to the adoption of Accounting Standards ASU No. 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Income Taxes The consolidated financial statements reflect provisions for federal, state, local and foreign income taxes. Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax basis of assets and liabilities using rates anticipated to be in effect when such temporary differences reverse. A change in tax rates is recognized in income in the period of the enactment date. A valuation allowance against net deferred tax assets is required if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company also assesses the probability that the positions taken or expected to be taken in its income tax returns will be sustained by taxing authorities. A “more likely than not” (more than 50%) recognition threshold must be met before a tax benefit can be recognized. Tax positions that are more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position, are reflected in the Company’s consolidated financial statements. Tax positions are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The difference between the benefit recognized for a position and the tax benefit claimed on a tax return is referred to as an unrecognized tax benefit. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. Foreign Currency Translation The financial statements of each of the Company’s subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars using period-end exchange rates for assets and liabilities, historical exchange rates for stockholders’ equity and weighted average exchange rates for operating results. Translation gains and losses are included in accumulated other comprehensive income (loss) in stockholders’ equity. Foreign currency transaction gains and losses are included in other (expense) income, net in the results of operations. Reclassifications Certain items in the prior year consolidated financial statements have been reclassified to conform to the current presentation. Concentrations of Credit Risk and Off -Balance-Sheet Risk The Company has no significant off-balance-sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash and cash equivalents, investments, accounts receivable and unbilled account receivables. The Company’s cash balances, trade receivables, and grants receivable subject the Company to significant concentrations of credit risk. Periodically, the Company maintains deposits in government insured financial institutions in excess of government insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash. The Company’s grants receivable are due from government agencies, which the Company believes to have high credit quality. The Company has a limited number of commercial customers. The Company monitors the creditworthiness of customers to whom it grants credit terms and has not experienced any credit losses. Earnings (Loss) per Share The Company computes basic earnings (loss) per share by dividing income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding. During periods of income, the Company allocates participating securities a proportional share of income determined by dividing total weighted average participating securities by the sum of the total weighted average common shares and participating securities (the “two-class method”). The Company’s restricted stock and various series of preferred stocks participate in dividends declared by the Company and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods of loss, the Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company. The Company computes diluted earnings (loss) per share after giving consideration to the dilutive effect of stock options and warrants that are outstanding during the period, except where such non-participating se | ||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 406 | $ 406 | ||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. Certain information or footnote disclosures normally included in condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A, as filed with the SEC on July 8, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value in respect of each reporting period. This liability is subject to re-measurement at each balance sheet date until the Warrants are exercised, and any change in fair value is recognized in the statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At September 30, 2021 and December 31, 2020, the ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,454,000) Ordinary shares issuance costs (15,179,714) Plus: Accretion of carrying value to redemption value 26,667,374 Ordinary shares subject to possible redemption, 12/31/20 276,033,447 Accretion of carrying value to redemption value (4,772) Ordinary shares subject to possible redemption, 9/30/21 $ 276,028,675 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The effective tax rates differ from the statutory tax rate for the periods presented primarily due to the change in warrant valuation and the valuation allowance recorded on the Company’s net operating losses. ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,320,000 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from Three Months Ended Nine Months Ended Three Months Ended February 14, September 30, September 30, September 30, 2020 (Inception) Through 2021 2021 2020 September 30, 2020 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ (11,404,326) $ (2,851,082) $ (2,925,918) $ (731,480) $ (89,850) $ (23,841) $ (72,126) $ (42,565) Denominator: Basic and diluted weighted average stock outstanding 27,600,000 6,900,000 27,600,000 6,900,000 25,780,220 6,840,659 10,761,468 6,350,917 Basic and diluted net income (loss) per common share $ (0.41) $ (0.41) $ (0.11) $ (0.11) $ (0.00) $ (0.00) $ (0.01) $ (0.01) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1,2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Warrant Liability (Restated, see Note 2 — Amendment 1) The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Class A Common Stock Subject to Possible Redemption (Restated, see Note 2 — Amendment 2) The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2020, the common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,454,000) Class A common stock issuance costs (15,179,927) Plus: Accretion of carrying value to redemption value 26,667,374 Class A common stock subject to possible redemption, 12/31/20 276,033,447 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. Net (Loss) per Common Share (Restated, see Note 2—Amendment 1) Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,320,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts) as previously restated to reflect Amendment 1 only. See Amendment 2 following this amendment to reflect the amounts, as restated, per the financial statements: For the Period from February 14, 2020 (Inception) Through December 31, 2020 Class A Common Stock Subject to Possible Redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 174,810 Less: interest available to be withdrawn for payment of taxes (146,895) Less: interest available to be withdrawn for working capital — Net income attributable to Class A common stock subject to possible redemption $ 27,915 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,524,620 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (15,294,860) Net income allocable to Class A common stock subject to possible redemption (27,915) Non-Redeemable Net Loss $ (15,322,775) Denominator: Weighted Average Non-redeemable common Stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 8,269,814 Basic and diluted net loss per share, Non-redeemable common stock $ (1.85) As discussed in Note 2, the financial statements as of December 31, 2020 and for the period from February 14, 2020 (inception) through December 31, 2020 have been restated (Amendment 1 — presentation of warrant liability and Amendment 2 — presentation of class A common stock subject to possible redemption). The information provided under this section was prepared in connection with Amendment 1 — presentation of warrant liability, and has been amended and restated in connection with Amendment 2 — presentation of class A common stock subject to possible redemption, as described below under “Net Loss per Common Share (Restated, see Note 2 — Amendment 2)”. Net Loss per Common Share (Restated, see Note 2 — Amendment 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share”. Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,320,000 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2020 and September 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts), as restated: For the Period from February 14, 2020 (inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted (10,821,703) (4,473,157) Denominator: — Basic and diluted weighted average stock outstanding 15,758,710 6,513,871 Basic and diluted net loss per common share (0.69) (0.69) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements (Restated, see Note 2 — Amendment 1) The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
PUBLIC OFFERING_2
PUBLIC OFFERING | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
PUBLIC OFFERING | NOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 3,600,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one | NOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 3,600,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one -half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). |
PRIVATE PLACEMENT_2
PRIVATE PLACEMENT | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, on July 7, 2020, the Sponsor purchased an aggregate of 7,520,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,520,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, on July 7, 2020, the Sponsor purchased an aggregate of 7,520,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,520,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. |
RELATED PARTY TRANSACTIONS_2
RELATED PARTY TRANSACTIONS | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | 20. Related Party Transactions The Company had the following transactions with related parties: PureTech The Company engages PureTech to provide, among other things, management expertise, strategic advice, administrative support, computer and telecommunications services and office infrastructure. In exchange for providing such services, the Company pays PureTech a monthly fee. In addition, PureTech periodically invoices the Company for out-of-pocket expenses reasonably incurred in connection with providing such business services. The Company incurred general and administrative costs for management services provided by PureTech totaling $0.5 million and $0.4 million during the nine months ended September 30, 2021 and 2020, respectively. The Company incurred royalty expense of $0.2 million and less than $0.1 million in connection with the PureTech royalty agreement (see Note 19) during the nine months ended September 30, 2021 and 2020, respectively. The Company had outstanding current liabilities to PureTech of less than $0.1 million and $0.1 million at September 30, 2021 and December 31, 2020, respectively. One S.r.l Consulting Agreement with Founder of One In 2008, in connection with entering into a patent license and assignment agreement with One, the Company and one of the founders of One, who is also a stockholder of the Company, executed a consulting agreement for the development of the underlying intellectual property. The Company incurred costs for consulting services received from the founder totaling $0.1 million during both the nine months ended September 30, 2021 and 2020. The Company has outstanding accrued expenses to the founder of approximately $19,000 and approximately $43,000 at September 30, 2021 and December 31, 2020, respectively. Acquisition of One In connection with the amended and restated master agreement with One (see Note 11), Gelesis S.r.l., a VIE of the Company, acquired a 10.0% equity interest in One. No payments related to the acquisition were made to One shareholders by the Company during the nine months ended September 30, 2021 and 2020. The Company had remaining undiscounted payments of €5.0 million due to One as of September 30, 2021 and December 31, 2020 (approximately $5.8 million and $6.1 million as of September 30, 2021 and December 31, 2020, respectively). Additionally, the Company incurred royalty expense of $0.2 million and less than $0.1 million in connection with the One royalty agreement (see Note 19) during the nine months ended September 30, 2021 and 2020, respectively. CMS Agreements In connection with the CMS Agreements entered into in June 2020, the Company sold 1,158,077 shares of Series 3 Growth to CMS for an aggregate purchase price of $20.0 million (see Note 14). In addition, Company granted CMS a license to use its IP and the rights to sell the Product in the CMS Territory in exchange for a one-time, non-refundable and non-creditable upfront fee of $15.0 million, a time-based milestone payment of $5.0 million, and a sales milestone payment that ranges from the low millions of dollars to the low hundred millions of dollars based on the aggregate net sales of all products in the CMS Territory during a calendar year (see Note 5). As of September 30, 2021, the regulatory milestone and sales milestone had not been met. RIF Transaction In connection with the RIF transaction entered into in August 2020, the Company received €10.0 million (approximately $11.6 million at September 30, 2021) from RIF as an equity investment that can be called by the Company beginning in December 2023 and ending in December 2026 by paying the investment plus 15.0% percent annual interest or put by RIF starting in January 2027 and ending in December 2027 for the investment amount plus 3.175% percent annual interest. RIF holds approximately 22% of the equity of Gelesis S.r.l. at December 31, 2020 (see Note 11). In addition, the shareholders of RIF provided the Company with a loan for €15.0 million (approximately $17.4 million at September 30, 2021) with a fixed interest rate of 6.35% per annum (see Note 12). | 20. Related Party Transactions The Company had the following transactions with related parties: PureTech The Company engages PureTech to provide, among other things, management expertise, strategic advice, administrative support, computer and telecommunications services and office infrastructure. In exchange for providing such services, the Company pays PureTech a monthly fee. In addition, PureTech periodically invoices the Company for out-of-pocket expenses reasonably incurred in connection with providing such business services. The Company incurred general and administrative costs for management services provided by PureTech totaling $0.5 million during each of the years ended December 31, 2020 and 2019. The Company incurred royalty expense of $0.1 million in connection with the PureTech royalty agreement (see Note 19) during the year ended December 31, 2020. The Company had outstanding current liabilities to PureTech of $0.1 million at December 31, 2020 and 2019. One S.r.l Consulting Agreement with Founder of One In 2008, in connection with entering into a patent license and assignment agreement with One, the Company and one of the founders of One, who is also a stockholder of the Company, executed a consulting agreement for the development of the underlying intellectual property. The Company incurred costs for consulting services received from the founder totaling $0.3 million and $0.2 million during the years ended December 31, 2020 and 2019, respectively. The Company has outstanding accrued expenses to the founder of approximately $43,000 and approximately $16,000 at December 31, 2020 and 2019, respectively. Acquisition of One In connection with the amended and restated master agreement with One (see Note 11), Gelesis S.r.l., a VIE of the Company, acquired a 10.0% equity interest in One. During the years ended December 31, 2020 and 2019, the Company made payments to One shareholders totaling $3.1 million and $4.4 million, respectively, related to the acquisition. The Company had remaining undiscounted payments of $6.1 million and $8.5 million due to One as of December 31, 2020 and 2019, respectively. Additionally, the Company incurred royalty expense of $0.1 million in connection with the One royalty agreement (see Note 19) during the year ended December 31, 2020. CMS Agreements In connection with the CMS Agreements entered into in June 2020, the Company sold 1,158,077 shares of Series 3 Growth to CMS for an aggregate purchase price of $20.0 million (see Note 14). In addition, Company granted CMS a license to use its IP and the rights to sell the Product in the CMS Territory in exchange for a one-time, non-refundable and non-creditable upfront fee of $15.0 million, a time-based milestone payment of $5.0 million, and a sales milestone payment that ranges from the low millions of dollars to the low hundred millions of dollars based on the aggregate net sales of all products in the CMS Territory during a calendar year (see Note 5). As of December 31, 2020, the regulatory milestone and sales milestone had not been met. RIF Transaction In connection with the RIF transaction entered into in August 2020, the Company received $12.3 million from RIF as an equity investment that can be called by the Company beginning in December 2023 and ending in December 2026 by paying the investment plus 15.0% percent annual interest or put by RIF starting in January 2027 and ending in December 2027 for the investment amount plus 3.175% percent annual interest. RIF holds approximately 22% of the equity of Gelesis S.r.l. at December 31, 2020 (see Note 11). In addition, the shareholders of RIF provided the Company with a loan for | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On February 26, 2020, the Sponsor purchased 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate price of $25,000. On July 1, 2020, the Company effected a stock dividend of 1,150,000 shares, resulting in the Company’s initial stockholders holding an aggregate of 6,900,000 Founder Shares. The Founder Shares included an aggregate of up to 900,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. All share and per-share amounts have been retroactively restated to reflect the stock dividend. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on July 1, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the three and nine months ended September 30, 2021, the Company incurred $30,000 and $90,000 in fees for these services, respectively. At September 30, 2021, $10,000 of such fees was included in account payable and accrued expense in the condensed consolidated balance sheet. Promissory Note — Related Party On February 14, 2020, the Sponsor agreed to loan the Company an aggregate of up to $250,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of July 31, 2020 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $140,000 was repaid at the closing of the Initial Public Offering on July 7, 2020. Borrowings under the Promissory Note are no longer available. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. On March 3, 2021, the Sponsor committed to provide the Company an aggregate of $1,500,000 in loans for working capital purposes on an as needed basis. Such loans will be evidenced by a promissory note when issued. As of September 30, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans. Sponsor Loan On July 28, 2021, the Sponsor committed to provide the Company an aggregate of $4,000,000 in loans for working capital purposes. These loans will be non-interest bearing, unsecured and will be repaid upon the consummation of a Business Combination. If the Company does not consummate a Business Combination, all amounts loaned to the Company in connection with these loans will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account. As of September 30, 2021, there were no amounts outstanding under these loans. | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On February 26, 2020, the Sponsor purchased 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate price of $25,000. On July 1, 2020, the Company effected a stock dividend of 1,150,000 shares, resulting in the Company’s initial stockholders holding an aggregate of 6,900,000 Founder Shares. The Founder Shares included an aggregate of up to 900,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. All share and per-share amounts have been retroactively restated to reflect the stock dividend. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Administrative Support Agreement The Company entered into an agreement, commencing on July 1, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the period from February 14, 2020 (inception) through December 31, 2020, the Company incurred and paid $60,000 in fees for these services, of which such amount is included in accrued expenses in the accompanying balance sheet. Promissory Note — Related Party On February 14, 2020, the Sponsor agreed to loan the Company an aggregate of up to $250,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of July 31, 2020 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $150,000 was repaid at the closing of the Initial Public Offering on July 7, 2020. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. |
COMMITMENTS_2
COMMITMENTS | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
COMMITMENTS | 19. Commitments and Contingencies Operating Leases The Company has operating leases for office, laboratory and manufacturing space with remaining terms between four In June 2019, the Company entered into an operating lease agreement with PureTech for office space located in Boston, Massachusetts. The lease expires in August 2025, with total lease payments of $3.2 million over the term. In December 2019, the Company recognized an operating lease for its agreement with the Town of Calimera for laboratory and manufacturing space located in Calimera, Italy. The lease expires in December 2023, with total lease payments $0.2 million over the term. As of September 30, 2021, the Company’s operating lease right of use assets was $2.1 million, of which $0.5 million and $1.6 million were short-term and long-term lease liabilities, respectively. As of December 31, 2020, the Company’s operating lease right of use assets was $2.2 million, of which $0.4 million and $1.8 million were short-term and long-term lease liabilities, respectively. Operating lease expense was $0.4 million during both nine months ended September 30, 2021 and 2020, respectively. The remaining noncancelable term of the Company’s operating leases was 3.8 years at September 30, 2021, and the weighted average discount rate was 5.9%. Future minimum rental payments under the Company’s noncancelable operating leases at September 30, 2021 are as follows (in thousands): 2021 (excluding the nine months ended September 30, 2021) $ 134 2022 541 2023 551 2024 528 2025 353 $ 2,107 Royalty Agreements Expenses from royalty agreements on net product sales and sublicense income is recognized as a component of selling, general and administrative expense during the period in which the associated revenues are recognized. PureTech In December 2009, the Company entered into a royalty and sublicense income agreement with PureTech, a significant stockholder in the Company, whereby the Company is required to pay PureTech a 2.0% royalty on net product sales received as a result of developing products and technology using the intellectual property purchased from One. One S.r.l Under the amended and restated master agreement with One, the Company is required to pay a 2.0% royalty on net product sales and €17.5 million (approximately $20.3 million at September 30, 2021) upon the achievement of certain milestones and pay royalties on future sales and/or a percentage of sublicense income. As of September 30, 2021, none of the milestones have been met. Grant Agreements The Company has been awarded grants from governmental agencies, which are recognized as income as the qualifying expenses are incurred (see Note 11). The grant agreements contain certain provisions, including, among others, maintaining a physical presence in the region for defined periods. Failure to comply with these covenants would require either a full or partial refund of the grant to the granting authority. Research and Development Tax Credits The Company’s wholly owned subsidiary, Gelesis S.r.l., which conducts core research and development activities on behalf of the Company, is eligible to receive a non-income based and non-refundable tax credits for qualified research and development activities. The Company has earned research and development tax credits in Italy for qualifying expenses incurred by performing certain research and development activities. For the nine months ended September 30, 2021 and 2020, less than $0.1 million and $0.4 million, respectively, were recorded in the consolidated statements of operations. In December 2018, the Italian government passed a new budget law, effective January 1, 2019, that amended the eligibility criteria for recognizing qualifying research and development tax credits (“2019 Budget Law). The 2019 Budget Law requires retroactive application for research and development tax credits earned during the year ended December 31, 2019. Under the 2019 Budget Law, research and development tax credits claimed in prior periods under previous interpretations of the research and development tax credit law may potentially be repaid by the Company. The Company anticipates further interaction with the Italian Finance Ministry and Italian Tax Authority in 2021 to challenge the eligibility criteria and retroactive application of the 2019 Budget Law within our specific business case, however the likelihood that the Company is successful is uncertain. The Company evaluated the potential loss under ASC 450, Contingencies The Company has recorded $3.1 million and $3.2 million as a component of other long-term liabilities in the accompanying consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively. The Company does not expect this matter to be resolved within the next operating cycle. In October 2021, the Italian federal tax authority initiated an audit of the research and development tax credits for the calendar years 2017 through 2019. The Company expects that this tax audit will continue into 2022. | 19. Commitments and Contingencies Operating Leases The Company has operating leases for office, laboratory and manufacturing space with remaining terms between four and six years. Leases with initial terms of less than twelve months are not recorded as operating leases. The Company recognizes expenses for leases on a straight-line basis over the lease period and has accrued for lease expense incurred but not yet paid. While certain leases contain renewal options, the Company does not include renewal options in determining the term of the lease, used for calculating the associated lease liabilities, unless it is reasonably certain it will execute the renewal option. None of the Company’s leases include variable payments, residual value guarantees or restrictive covenants. In June 2019, the Company entered into an operating lease agreement with PureTech for office space located in Boston, Massachusetts. The lease expires in August 2025, with total lease payments of $3.2 million over the term. In December 2019, the Company recognized an operating lease for its agreement with the Town of Calimera for laboratory and manufacturing space located in Calimera, Italy. The lease expires in December 2023, with total lease payments $0.2 million over the term. As of December 31, 2020, the Company’s operating lease right of use assets was $2.2 million, of which $0.4 million and $1.8 million were short-term and long-term lease liabilities, respectively. As of December 31, 2019, the Company’s operating lease right of use assets was $2.6 million, of which $0.4 million and $2.2 million were short-term and long-term lease liabilities, respectively. Operating lease expense was $0.5 million and $0.3 million during the years ended December 31, 2020 and 2019, respectively. The remaining noncancelable term of the Company’s operating leases was 4.6 years at December 31, 2020, and the weighted average discount rate was 5.9%. Future minimum rental payments under the Company’s noncancelable operating leases at December 31, 2020 are as follows (in thousands): 2021 $ 534 2022 543 2023 553 2024 529 2025 353 $ 2,511 Royalty Agreements Expenses from royalty agreements on net product sales and sublicense income is recognized as a component of selling, general and administrative expense during the period in which the associated revenues are recognized. PureTech In December 2009, the Company entered into a royalty and sublicense income agreement with PureTech, a significant stockholder in the Company, whereby the Company is required to pay PureTech a 2.0% royalty on net product sales received as a result of developing products and technology using the intellectual property purchased from One. One S.r.l Under the amended and restated master agreement with One, the Company is required to pay a 2.0% royalty on net product sales and €17.5 million (approximately $21.5 million) upon the achievement of certain milestones and pay royalties on future sales and/or a percentage of sublicense income. As of December 31, 2020, none of the milestones have been met. Grant Agreements The Company has been awarded grants from governmental agencies, which are recognized as income as the qualifying expenses are incurred (see Note 11). The grant agreements contain certain provisions, including, among others, maintaining a physical presence in the region for defined periods. Failure to comply with these covenants would require either a full or partial refund of the grant to the granting authority. Research and Development Tax Credits The Company’s wholly owned subsidiary, Gelesis S.r.l., which conducts core research and development activities on behalf of the Company, is eligible to receive a non-income based and non-refundable tax credits for qualified research and development activities. The Company has earned research and development tax credits in Italy for qualifying expenses incurred by performing certain research and development activities. For the years ended December 31, 2020 and 2019, $0.6 million and $0.4 million, respectively, were recorded as a reduction to research and development expenses in the consolidated statements of operations. In December 2018, the Italian government passed a new budget law, effective January 1, 2019, that amended the eligibility criteria for recognizing qualifying research and development tax credits (“2019 Budget Law). The 2019 Budget Law requires retroactive application for research and development tax credits earned during the year ended December 31, 2019. Under the 2019 Budget Law, research and development tax credits claimed in prior periods under previous interpretations of the research and development tax credit law may potentially be repaid by the Company. The Company anticipates further interaction with the Italian Finance Ministry and Italian Tax Authority in 2020 to challenge the eligibility criteria and retroactive application of the 2019 Budget Law within our specific business case, however the likelihood that the Company is successful is uncertain. As the research and development tax credits are accounted for as a component of research and development expense in the consolidated statements of operations, the Company evaluated the potential loss under ASC 450, Contingencies concluded that the likelihood of a potential loss arising from this matter is probable. Accordingly, the Company recorded a liability for the contingent loss of $2.3 million at December 31, 2018, representing the difference between research and development tax credits eligible under the 2019 Budget Law and research and development tax credits claimed by the Company through December 31, 2018. The Company claimed an additional $0.6 million of research and development tax credits subject to this contingency during the year ended December 31, 2019 with a corresponding increase recorded to the contingent liability. The Company has recorded $3.2 million and $3.0 million as a component of other long-term liabilities in the accompanying consolidated balance sheets as of December 31, 2020 and 2019, respectively. The Company does not expect this matter to be resolved within the next operating cycle. | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
COMMITMENTS | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on July 1, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement On July 19, 2021, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “ Business Combination Agreement The Business Combination Agreement and the transactions contemplated thereby were approved by the board of directors of each of the Company and Gelesis. The Business Combination Agreement provides for, among other things, that Merger Sub will merge with and into Gelesis, with Gelesis as the surviving company in the merger and, after giving effect to such merger, Gelesis shall be a wholly-owned subsidiary of the Company (the “Merger ” In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, (i) each share of Gelesis outstanding as of immediately prior to the Effective Time will be exchanged for shares of the Company’s common stock, par value $0.0001 per share (“CPSR Shares”) based on an implied Gelesis equity value of $900,000,000; (ii) all vested and unvested stock options of Gelesis will be assumed by the Company and thereafter be settled or exercisable for CPSR Shares, as applicable, determined based on the same implied Gelesis equity value described in clause (i); (iii) each warrant of Gelesis will be canceled in exchange for a warrant to purchase shares of the Company determined based on the same implied Gelesis equity value described in clause (i); and (iv) each share of the Company’s Class A common stock, par value $0.0001 per share (the “ CPSR Class A Common Stock CPSR Class B Common Stock 20 30 On November 8, 2021, CPSR, Merger Sub and Gelesis entered into an Amendment to the Original Business Combination Agreement (the “Business Combination Agreement Amendment,” and together with the Original Business Combination Agreement, the “Business Combination Agreement”), which, among other things (i) adjusts the equity valuation of Gelesis from $900,000,000 to $675,000,000, (ii) increases the number of Earn Out Shares (as defined in the Business Combination Agreement) available to be issued to Company Stockholders (as defined in the Business Combination Agreement) from 15,000,000 to 23,483,250, (iii) provides for the issuance of 1,983,750 additional Capstar Class A Shares to Company Stockholders, equal to the number of Capstar Class B Shares forfeited by the Sponsor and certain affiliates of the Sponsor in accordance with the Sponsor Letter Agreement Amendment (as defined and described in further detail below), and (iv) extends the Termination Date (as defined in the Business Combination Agreement) from January 18, 2022 to January 31, 2022. In connection, and concurrently, with the execution of the Business Combination Agreement Amendment, Capstar, Capstar Sponsor Group LLC, a Delaware limited liability company (the “Sponsor”), certain affiliates of the Sponsor and Gelesis entered into an amendment (the “Sponsor Letter Agreement Amendment”) to that certain Sponsor Letter Agreement, dated July 19, 2021. Pursuant to the Sponsor Letter Agreement Amendment, the parties thereto further agreed, among other things, that (i) the vesting provisions relating to Capstar Class B Shares (as defined in the Sponsor Letter Agreement) be deleted and (ii) as of immediately prior to the Effective Time (as defined in the Sponsor Letter Agreement), 1,983,750 Capstar Class B Shares held by the Sponsor and certain affiliates of the Sponsor be surrendered to Capstar for cancellation upon such surrender, without any consideration for such surrender. The Business Combination is expected to close in the fourth quarter of 2021, following the receipt of the required approval by the Company’s stockholders and the fulfillment of other customary closing conditions. | NOTE 7. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on July 1, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement. |
STOCKHOLDERS' DEFICIT_2
STOCKHOLDERS' DEFICIT | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | 15. Common Stock The holders of the common stock are entitled to one vote for each share of common stock. Subject to the payment in full of all preferential dividends to which the holders of the preferred stock are entitled, the holders of common stock shall be entitled to receive dividends out of funds legally available. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment or provision for payment of all debts and liabilities of the Company and all preferential amounts to which the holders of preferred stock are entitled with respect to the distribution of assets in liquidation, the holders of common stock shall be entitled to share ratably in the remaining assets of the Company available for distribution. At September 30, 2021 and December 31, 2020 common stock reserved for future issuance was as follows: At September 30, At December 31, 2021 2020 Common stock options outstanding 5,229,675 5,034,858 Conversion of all classes of redeemable convertible preferred stock 18,736,936 18,446,525 Issuances upon exercise of warrants to purchase Series A‑1, upon conversion to common warrants — 74,784 Issuances upon exercise of warrants to purchase Series A‑3, upon conversion to common warrants — 238,189 Issuances upon exercise of warrants to purchase Series A‑4, upon conversion to common warrants 708,493 708,493 Issuances upon exercise of common stock warrants 522,009 522,009 Total common stock reserved for future issuance 25,197,113 25,024,858 | 15. Common Stock The holders of the common stock are entitled to one vote for each share of common stock. Subject to the payment in full of all preferential dividends to which the holders of the preferred stock are entitled, the holders of common stock shall be entitled to receive dividends out of funds legally available. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment or provision for payment of all debts and liabilities of the Company and all preferential amounts to which the holders of preferred stock are entitled with respect to the distribution of assets in liquidation, the holders of common stock shall be entitled to share ratably in the remaining assets of the Company available for distribution. At December 31, 2020 and 2019 common stock reserved for future issuance was as follows: At December 31, 2020 2019 Common stock options outstanding 5,034,858 3,800,342 Conversion of all classes of redeemable convertible preferred stock 18,446,525 15,589,723 Issuances upon exercise of warrants to purchase Series A-1, upon conversion to common warrants 74,784 74,784 Issuances upon exercise of warrants to purchase Series A-3, upon conversion to common warrants 238,189 238,189 Issuances upon exercise of warrants to purchase Series A-4, upon conversion to common warrants 708,493 719,670 Issuances upon exercise of warrants to purchase Series 3 Growth, upon conversion to common warrants — 478,828 Issuances upon exercise of options to purchase Series 4 Growth, upon conversion to common warrants — 2,419,573 Issuances upon exercise of common stock warrants 522,009 — Total common stock reserved for future issuance 25,024,858 23,321,109 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
STOCKHOLDERS' EQUITY | NOTE 8. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock outstanding Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). | NOTE 8. STOCKHOLDERS’ DEFICIT (Restated, see Note 2 — Amendment 2) Preferred Stock outstanding Class A Common Stock outstanding Class B Common Stock outstanding Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
WARRANTS_2
WARRANTS | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
WARRANTS | NOTE 9. WARRANTS As of September 30, 2021 and December 31, 2020, there were 13,800,000 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. As of September 30, 2021 and December 31, 2020, there were 7,520,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. | NOTE 9. WARRANTS Warrants The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | 3. Fair Value Measurements Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of September 30, 2021 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Liabilities: Preferred stock warrants $ 17,457 $ — $ — $ 17,457 One SRL call option (see Note 11) 2,040 — — 2,040 Total liabilities measured at fair value $ 19,497 $ — $ — $ 19,497 Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Assets: Marketable securities $ 23,998 $ 23,998 $ — $ — Total assets measured at fair value $ 23,998 $ 23,998 $ — $ — Liabilities: Preferred stock warrants $ 12,099 $ — $ — $ 12,099 One SRL call option (see Note 11) 1,545 — — 1,545 Total liabilities measured at fair value $ 13,644 $ — $ — $ 13,644 There were no transfers into out level 3 between level 1 level 2 The significant assumptions used in the model is the probability of the following scenarios occurring: September 30, December 31, 2021 2020 Long-term IPO scenario 15.0 % 75.0 % Special purpose acquisition company (“SPAC”) scenario 75.0 % 0.0 % Market adjusted equity value method 10.0 % 25.0 % Preferred stock warrant liability Preferred stock warrants are recorded at estimated fair value at the date of issuance and are remeasured at each subsequent reporting date. Fair value is determined using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of warrants include the estimated fair value of the underlying stock, expected term, risk free interest rate, and expected volatility. The Company estimates the fair value of the underlying stock by estimating the probability of various change of control events occurring and then estimates the present value of the amount the holders would receive upon the change in control. The following represents a summary of the changes to the Company’s warrant liability for the nine months ended September 30, 2021 (in thousands): Series A ‑ 1 Series A ‑ 3 Series A ‑ 4 Warrants Warrants Warrants Total Balance at December 31, 2020 $ 581 $ 2,896 $ 8,622 $ 12,099 Exercise of warrants (937) (2,987) — (3,924) Change in fair value of warrant liability 356 91 8,835 9,282 Balance at September 30, 2021 $ — $ — $ 17,457 $ 17,457 Warrants with expiration dates of less than one year from the date of the consolidated balance sheets are recorded under current liabilities on the consolidated balance sheets. As of September 30, 2021, the Company reported a warrant liability in the amount of $17.5 million under current liabilities. As of December 31, 2020, the Company reported a warrant liability in the amount of $0.6 million and $11.5 million under current and noncurrent liabilities, respectively. The Company recognized losses of $9.3 million and $1.0 million in the consolidated statements of operations related to changes in the fair value of warrants during the nine months ended September 30, 2021 and 2020, respectively. The following weighted average assumptions were used to determine the fair value of the warrant liability at September 30, 2021: Series A-4 Warrants Expected term 0.5 year Expected volatility 63.0 % Expected dividend yield 0.0 % Risk free interest rate 0.3 % Estimated fair value of the redeemable convertible preferred stock $ 24.67 Exercise price of warrants $ 0.04 The following weighted average assumptions were used to determine the fair value of the warrant liability at December 31, 2020: Series A ‑ 1 Series A ‑ 3 Series A ‑ 4 Warrants Warrants Warrants Expected term 0.3 years 1.5 years 2.6 years Expected volatility 48.0 % 68.0 % 59.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % Risk free interest rate 0.1 % 0.1 % 0.2 % Estimated fair value of the redeemable convertible preferred stock $ 12.24 $ 12.21 $ 12.22 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 Call option liability The call option liability was recorded at its estimated fair value at the date of issuance in October 2020 and is remeasured at each subsequent reporting date. Fair value is determined using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of call option liability include the estimated fair value of the underlying stock price, expected term, risk free interest rate, and expected volatility. The following represents a summary of the changes to Company’s call option liability from December 31, 2020 through September 30, 2021 (in thousands): Balance at December 31, 2020 $ 1,545 Change in fair value of One SRL call option 601 Foreign currency translation gain (106) Balance at September 30, 2021 $ 2,040 During the nine months ended September 30, 2021, the Company recognized a loss of approximately $0.6 million related to changes in the fair value of the One SRL call option and a foreign currency translation gain of $0.1 million in other income (expense), net on the consolidated statements of operations. Changes in the unobservable inputs noted above would impact the amount of the respective liability. For the respective liability, increases (decreases) in the estimates of the Company’s annual volatility would increase (decrease) the liability and an increase (decrease) in the annual risk-free rate would increase (decrease) the liability. The Company issued equity-classified common stock warrants during the year ended December 31, 2020 (see Note 13). While the fair value of the common stock warrants represents a Level 3 measurement, equity-classified warrants are recorded at their initial fair value and not subsequently remeasured. As such, the common stock warrants and its unobservable inputs are not included in the above tables. | 3. Fair Value Measurements Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Assets: Marketable securities $ 23,998 $ 23,998 $ — $ — Total assets measured at fair value $ 23,998 $ 23,998 $ — $ — Liabilities: Preferred stock warrants $ 12,099 $ — $ — $ 12,099 Contingent call option for investment in related party (see Note 11) 1,545 1,545 Total liabilities measured at fair value $ 13,644 $ — $ — $ 13,644 Liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2019 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Liabilities: Tranche rights liability $ 310 $ — $ — $ 310 Preferred stock warrants 15,996 — — 15,996 Total liabilities measured at fair value $ 16,306 $ — $ — $ 16,306 There were no transfers into or out of level 3 instruments and/or between level 1 and level 2 instruments during the years ended December 31, 2020 and 2019. The fair value of the tranche right liability, preferred stock warrant liability, and call option liability includes inputs not observable in the market and thus represents a Level 3 measurement. The Company estimates the fair value of the underlying stock by estimating the probability of various change of control events occurring and then estimates the present value of the amount the holders would receive upon the change in control. The significant assumption used in the model is the probability of the following scenarios occurring: At December 31, 2020 2019 IPO scenario 75.0 % 75.0 % Trade sale 25.0 % 25.0 % Trade sale after Qualified Financing 0.0 % 0.0 % Tranche right liability Tranche rights are initially recorded at fair value, are subsequently adjusted for settlement of the tranche rights upon issuance of the tranche shares and are remeasured at each subsequent reporting date. The Company initially measures the fair value of the tranche rights at the issuance date, and subsequently at each reporting date, using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of tranche rights include the estimated fair value of the underlying stock, expected term of the tranche right, risk free interest rate, and expected volatility. The following represents a summary of the changes to Company’s tranche right liability for the years ended December 31, 2020 and 2019 (in thousands): Tranche rights liability Balance at January 1, 2019 $ 2,088 Change in fair value of tranche right liability immediately prior to tranche settlement in April 2019 473 Settlement of Series 2 Growth tranche right liability in April 2019 (2,561) Establishment of Series 3 Growth tranche rights liability in December 2019 365 Change in fair value of Series 3 Growth tranche rights liability at December 31,2019 (55) Balance at December 31, 2019 $ 310 Change in fair value of tranche right liability immediately prior to tranche settlement in April 2020 (256) Settlement of Series 3 Growth tranche right liability in April 2020 (54) Balance at December 31, 2020 $ — The change in the fair value of the Tranche Rights is influenced primarily by the price of the underlying Redeemable Convertible Preferred Stock and the remaining term of the Tranche Right. During the years ended December 31, 2020 and 2019, the Company recognized a loss of $0.3 million and a gain of $0.4 million, respectively, in the consolidated statements of operations related to changes in the fair value of tranche rights. Preferred stock warrant liability Preferred stock warrants are recorded at estimated fair value at the date of issuance and are remeasured at each subsequent reporting date. Fair value is determined using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of warrants include the estimated fair value of the underlying stock, expected term, risk free interest rate, and expected volatility. The Company estimates the fair value of the underlying stock by estimating the probability of various change of control events occurring and then estimates the present value of the amount the holders would receive upon the change in control. The following represents a summary of the changes to Company’s warrant liability for the years ended December 31, 2020 and 2019 (in thousands): Series 3 Series 4 Series A-1 Series A-3 Series A-4 Growth Growth Warrants Warrants Warrants Warrants Options Total Balance at January 1, 2019 $ 752 $ 3,332 $ 10,067 $ — $ — $ 14,151 Issuance of Series 3 Growth warrant liability — — — 4,706 — 4,706 Issuance of Series 4 Growth option liability — — — — 677 677 Change in fair value of warrant liability (267) (791) (2,381) (75) (24) (3,538) Balance at December 31, 2019 485 2,541 7,686 4,631 653 15,996 Issuance of Series 4 Growth option liability — — — — 745 745 Extinguishment of Series 3 Growth warrant — — — (5,973) — (5,973) Exercise of Series A-4 warrants — — (135) — — (135) Change in fair value of warrant liability 96 355 1,071 1,342 (1,398) 1,466 Balance at December 31, 2020 $ 581 $ 2,896 $ 8,622 $ — $ — $ 12,099 Warrants with expiration dates of less than one year from the date of the consolidated balance sheets are recorded under current liabilities on the consolidated balance sheets. As of December 31, 2020, the Company reported a warrant liability in the amount of $0.6 million and $11.5 million under current and noncurrent liabilities, respectively. As of December 31, 2019, the Company reported a warrant liability in the amount of $0.7 million and $15.3 million under current and noncurrent liabilities, respectively. During the years ended December 31, 2020 and 2019, the Company recognized a loss of $1.5 million and a gain of $3.5 million, respectively, in the consolidated statements of operations related to changes in the fair value of warrants. The following weighted average assumptions were used to determine the fair value of the warrant liability at December 31, 2020: Series A-1 Series A-3 Series A-4 Warrants Warrants Warrants Expected term 0.3 years 1.5 years 2.6 years Expected volatility 48.0 % 68.0 % 59.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % Risk free interest rate 0.1 % 0.1 % 0.2 % Estimated fair value of the redeemable convertible preferred stock $ 12.24 $ 12.21 $ 12.22 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 The following weighted average assumptions were used to determine the fair value of the warrant liability at December 31, 2019: Series 3 Series 4 Series A-1 Series A-3 Series A-4 Growth Growth Warrants Warrants Warrants Warrants Options Expected term 1.3 years 2.5 years 3.6 years 10.0 years 0.96 years Expected volatility 52.0 % 55.0 % 58.0 % 45.0 % 49.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Risk free interest rate 1.59 % 1.60 % 1.64 % 1.92 % 1.59 % Estimated fair value of the redeemable convertible preferred stock $ 10.73 $ 10.70 $ 10.72 $ 17.09 $ 17.27 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 $ 17.27 $ 20.72 Call option liability The call option liability was recorded at estimated fair value at the date of issuance and is remeasured at each subsequent reporting date. Fair value is determined using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of call option liability include the estimated fair value of the underlying stock price, expected term, risk free interest rate, and expected volatility. The following represents a summary of the changes to Company’s call option liability for the years ended December 31, 2020 (in thousands): Fair value of call option liability at issuance $ 1,494 Foreign currency translation loss 51 Balance at December 31, 2020 $ 1,545 There was no change in the fair value of the call option liability between its issuance on October 21, 2020 and December 31, 2020. A foreign currency translation loss of $0.1 million related to the liability was recognized in other income (expense), net on the consolidated statements of operations during the year ended December 31, 2020. Changes in the unobservable inputs noted above would impact the amount of the respective liability. For the respective liability, increases (decreases) in the estimates of the Company’s annual volatility would increase (decrease) the liability and an increase (decrease) in the annual risk-free rate would increase (decrease) the liability. The Company issued equity-classified common stock warrants during the year ended December 31, 2020 (see Note 13). While the fair value of the common stock warrants represents a Level 3 measurement, equity-classified warrants are recorded at their initial fair value and not subsequently remeasured. As such, the common stock warrants and its unobservable inputs are not included in the above tables. | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2021 December 31, 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 276,178,675 $ 276,209,453 Liabilities: Warrant Liability – Public Warrants 1 $ 12,006,000 $ 19,458,000 Warrant Liability – Private Placement Warrants 3 $ 20,380,148 $ 10,643,808 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations. Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The fair value of the Private Placement Warrants was estimated at September 30, 2021 and December 31, 2020 to be $2.71 per warrant and $1.42 per warrant, respectively, using the modified Black-Scholes option pricing model and the following assumptions: September 30, December 31, 2021 2020 Risk-free interest rate 1.02 % 0.47 % Expected Term 5.25 5.76 Dividend yield 0.00 % 0.00 % Expected volatility 13.5 % 19.0 % Exercise price $ 11.50 $ 11.50 Unit Price $ 9.92 $ 10.15 The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Fair value as of December 31, 2020 $ 10,643,808 Change in fair value (5,273,024) Fair value as of March 31, 2021 5,370,784 Change in fair value 1,422,600 Fair value as of June 30, 2021 6,793,384 Change in fair value 13,586,764 Fair value as of September 30, 2021 20,380,148 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three and nine months ended September 30, 2021. | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 276,209,453 Liabilities: Warrant Liability — Public Warrants 1 19,458,000 Warrant Liability — Private Placement Warrants 3 10,643,808 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. Initial Measurement The Company established the initial fair value for the Warrants on July 7, 2020, the date of the Company’s Initial Public Offering, using a Monte Carlo Simulation for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of shares of Class B common stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A common stock subject to possible redemption, shares of Class A common stock and shares of Class B common stock based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement: July 7, 2020 (Initial Input Measurement) Risk-free interest rate 0.39 % Tine to maturity 6.0 Dividend yield 0.00 % Expected volatility 10.0 % Exercise price $ 11.50 Unit Price $ 10.18 On July 7, 2020, the Private Placement Warrants and Public Warrants were determined to be $0.83 per warrant for aggregate values of $6.24 million and 11.45 million, respectively. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market. The subsequent measurement of the Private Placement Warrants was calculated using a Black Scholes Merton model which is considered a Level 3 measurement. The key inputs into the Black Scholes Merton model for the Private Placement Warrants were as follows at December 31, 2020: Input Risk-free interest rate 0.47 % Expected Term 5.76 Dividend yield 0.00 % Expected volatility 19.0 % Exercise price $ 11.50 Unit Price $ 10.15 As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were $19.46 million and $10.64 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2020 $ — $ — $ — Initial measurement on July 7, 2020 (IPO) 6,241,600 11,454,000 17,695,600 Change in valuation inputs or other assumptions 4,402,208 8,004,000 12,406,208 Fair value as of December 31, 2020 $ 10,643,808 $ 19,458,000 $ 30,101,808 Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $11.1 million during the period from July 7, 2020 through December 31, 2020. Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. See Note 2 for a discussion on the restatement of the Company’s financial statements. |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Subsequent Events | 21. Subsequent Events. On November 8, 2021, CPSR and Gelesis entered into an amendment to the Business Combination Agreement to amend certain terms and conditions, including revising the Equity Value from $900.0 million to $675.0 million. On December 13, 2021, the Company entered into a bridge financing arrangement, executing convertible promissory note agreements with two existing investors in the aggregate amount of $27.0 million. These convertible promissory notes bear interest at 10.0% and shall be settled in cash for principal plus accrued interest by the third business day following the closing of the Business Combination. In the event the Business Combination Agreement is terminated, the majority holders of the promissory notes may elect to convert outstanding principal and interest into the securities being issued and sold to investors in a subsequent qualified financing event. | 22. Subsequent Event(s) The Company has evaluated subsequent events which may require adjustment to or disclosure in the consolidated financial statements through the date of issuance of these consolidated financial statements. Amended and Restated Agreements with Ro In January 2021, the Company and Ro amended and restated its customer agreement. Pursuant to the amended and restated agreement, the Company received $10.0 million of cash as a pre-buy commitment for Product which was recorded to current deferred income in the consolidated balance sheets. Additionally, the amended and restated agreement ended the consignment arrangement with Ro and all Product shipped under the amended and restated agreement to Ro are immediately recognized as revenue upon the transfer of physical control. In July 2021, the Company and Ro entered into a second amended and restatement agreement, under which the Company received $30.0 million of cash as a second pre-buy commitment for the Product. Additionally, the Company extended Ro’s exclusive period by approximately one Entrance into a Merger Agreement with Capstar Special Purpose Acquisition Corp. In July 2021, the Company entered into a business combination Agreement with Capstar. Pursuant to this business combination agreement, a subsidiary of CPSR is expected to merge with and into Gelesis, with Gelesis surviving the reverse merger and Capstar ceasing to exist (the “Transaction”). The Transaction is subject to the approval by stockholders of each company, among other customary terms and conditions as well as the satisfaction of certain closing conditions. Upon closing of the Transaction, the combined operating company is expected to be named Gelesis, Inc., or the New Gelesis, which securities are expected to be listed on the New York Stock Exchange and traded under the ticker symbol “GLS”. If consummated, the business combination is expected to be accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States. Under this method of accounting, CPSR has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the existing Gelesis’ stockholders comprising a relative majority of the voting power of the combined company, the Gelesis’ operations prior to the acquisition comprising the only ongoing operations of New Gelesis, the majority of New Gelesis’ board of directors appointment by Gelesis, and existing Gelesis’ senior management comprising a majority of the senior management of New Gelesis. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the consolidated financial statements of Gelesis with the business combination being treated as the equivalent of Gelesis issuing stock for the net assets of CPSR, accompanied by a recapitalization. The net assets of CPSR will be stated at historical costs, with no goodwill or other intangible assets recorded. | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. As described in Note 7, the Company entered into a Business Combination Agreement on July 19, 2021 and entered into a Business Combination Agreement Amendment on November 8, 2021. In connection, and concurrently, with the execution of the Business Combination Agreement Amendment, Capstar, Capstar Sponsor Group LLC (the “Sponsor”), certain affiliates of the Sponsor and Gelesis entered into an amendment to that certain Sponsor Letter Agreement, dated July 19, 2021. | NOTE 12. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 3, 2021, the Sponsor committed to provide the Company an aggregate of $1,500,000 in loans for working capital purposes on an as needed basis. Such loans will be evidenced by a promissory note when issued. On July 19, 2021, we entered into a Business Combination Agreement with CPSR Gelesis Merger Sub, Inc. (“Merger Sub”) and Gelesis, Inc. (“Gelesis”) which was amended on November 8, 2021. The Business Combination Agreement and the transactions contemplated thereby were approved by the board of directors of each of CPSR and Gelesis. The Business Combination Agreement provides for, among other things, that Merger Sub will merge with and into Gelesis, with Gelesis as the surviving company in the merger and, after giving effect to such merger, Gelesis shall be our wholly-owned subsidiary (the time that the business combination becomes effective being referred to as the “Effective Time”). In addition, we will be renamed Gelesis Holdings, Inc. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, (i) each share of Gelesis outstanding as of immediately prior to the Effective Time will be exchanged for shares in the post-combination company (“CPSR Shares”) based on an implied Gelesis equity value of $675,000,000, (ii) all vested and unvested stock options of Gelesis will be assumed by us and thereafter be settled or exercisable for CPSR Shares, as applicable, determined based on the same implied Gelesis equity value described in clause (i); (iii) each warrant of Gelesis will be canceled in exchange for a warrant to purchase our shares of determined based on the same implied Gelesis equity value described in clause (i); and (iv) each share of CPSR Class A common stock and each share of CPSR Class B common stock that is issued and outstanding immediately prior to the Effective Time shall become one CPSR Share following the consummation of the Business Combination. In addition, each holder of shares of Gelesis common stock, options and warrants will receive its pro rata portion of 23,483,250 restricted earn out CPSR Shares, which will vest (in part) in equal thirds if the trading price of CPSR Shares is greater than or equal to $12.50, $15.00 and $17.50, respectively, for any 20 trading days within any 30 -trading day period on or prior to the date that is five years following the Effective Time (the “Earn Out Period”) and will also vest in connection with any change of control transaction with respect to us if the applicable thresholds are met in such change of control transaction during the Earn Out Period. The amendment to the Business Combination Agreement extended the Termination Date (as defined in the Business Combination Agreement) from January 18, 2022 to January 31, 2022. Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with each of the PIPE Investors (as defined in the Business Combination Agreement), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors, an aggregate of 9,000,000 shares of Class A Common Stock at a price of $10.00 per share, for aggregate gross proceeds of $90 million, subject to the terms and conditions of the Subscription Agreements and the other agreements with the PIPE Investors (the “PIPE Financing”). Concurrently with the execution of the Business Combination Agreement, the Sponsor, certain affiliates of the Sponsor and Gelesis entered into the Sponsor Letter Agreement, as amended on November 8, 2021 (the “Sponsor Letter Agreement”), pursuant to which (x) such affiliates of the Sponsor have agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to the shares of Class B Common Stock (whether resulting from the transactions contemplated by the Subscription Agreements or otherwise), such that the shares of Class B Common Stock will convert into shares of the post-combination company at the closing of the business combination transaction on a one-to-one basis, (iii) be bound by certain other covenants and agreements related to the business combination and (iv) be bound by certain transfer restrictions with respect to his, her or its shares in the Company prior to the closing of the business combination, (y) the Sponsor will subject certain of the warrants to purchase Class A Common Stock currently held by it to certain vesting conditions and potential forfeiture as follows: the warrants subject to the vesting conditions and potential forfeiture (the number of which warrants will be prorated to reflect the proportionate amount of Company stockholder redemptions) will vest (and no longer be subject to forfeiture) at such time during the period from and after the closing of the business combination through and until the date that is five (5) years after the closing date (the “Sponsor Vesting Period”) (i) if the trading price of shares of the post-combination company is greater than or equal to $20.00 for any 20 trading days within any period of 30 consecutive trading days or (ii) there is a Capstar Sale (as defined in the Business Combination Agreement) in which the sale price for the acquisition of the post-combination company shares is greater than or equal to $20.00, in each case, during the Sponsor Vesting Period and (z) as of immediately prior to the Effective Time, the Sponsor will forfeit certain of its founders shares to the Company for cancellation without any consideration, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement. |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company’s condensed consolidated financial statements are prepared in accordance with the U.S. Securities and Exchange Commission’s rules for the presentation of interim financial statements, which permit certain disclosures to be condensed or omitted. These financial statements should be read in conjunction with the Company’s annual financial statements for the years ended December 31, 2020. In the opinion of management, the accompanying interim financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2021, and its results of operations, statement of changes in redeemable convertible preferred stock and stockholder’s deficit and cash flows for the nine months ended September 30, 2021 and 2020. Operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The interim financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and related notes as of and for the year ended December 31, 2020. | Basis of Presentation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company consolidates those entities where it has a direct and indirect controlling financial interest based on either a variable interest model or voting interest model. The Company’s consolidated financial statements include the accounts of the Company, its two wholly-owned subsidiaries and a variable interest entity (“VIE”), Gelesis S.r.l., in which the Company has a controlling interest and is the primary beneficiary. The noncontrolling interest attributable to the Company’s VIE is presented as a separate component from stockholders’ deficit in the consolidated balance sheets and as a noncontrolling interest in the consolidated statements of noncontrolling interest, redeemable convertible preferred stock and stockholders’ deficit. All intercompany balances and transactions have been eliminated in consolidation. Under the variable interest model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and (ii) the obligations to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The consolidation status of a VIE may change as a result of such reassessments. Changes in consolidation status are applied prospectively in accordance with U.S. GAAP. | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The Company assesses the above estimates on an ongoing basis; however, actual results could materially differ from those estimates. | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The Company assesses the above estimates on an ongoing basis; however, actual results could materially differ from those estimates. | |
Cash and Cash Equivalents | Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Cash equivalents, which consist of money market accounts purchased with original maturities of less than 90 days from the date of purchase, are stated at fair value. | ||
Income Taxes | Income Taxes The consolidated financial statements reflect provisions for federal, state, local and foreign income taxes. Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax basis of assets and liabilities using rates anticipated to be in effect when such temporary differences reverse. A change in tax rates is recognized in income in the period of the enactment date. A valuation allowance against net deferred tax assets is required if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company also assesses the probability that the positions taken or expected to be taken in its income tax returns will be sustained by taxing authorities. A “more likely than not” (more than 50%) recognition threshold must be met before a tax benefit can be recognized. Tax positions that are more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position, are reflected in the Company’s consolidated financial statements. Tax positions are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The difference between the benefit recognized for a position and the tax benefit claimed on a tax return is referred to as an unrecognized tax benefit. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. | ||
Net Income (Loss) per Common Share | Earnings (Loss) per Share The Company computes basic earnings (loss) per share by dividing income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding. During periods of income, the Company allocates participating securities a proportional share of income determined by dividing total weighted average participating securities by the sum of the total weighted average common shares and participating securities (the “two-class method”). The Company’s restricted stock and various series of preferred stocks participate in dividends declared by the Company and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods of loss, the Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company. The Company computes diluted earnings (loss) per share after giving consideration to the dilutive effect of stock options and warrants that are outstanding during the period, except where such non-participating securities would be anti-dilutive. | ||
Concentration of Credit Risk | Concentrations of Credit Risk and Off -Balance-Sheet Risk The Company has no significant off-balance-sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash and cash equivalents, investments, accounts receivable and unbilled account receivables. The Company’s cash balances, trade receivables, and grants receivable subject the Company to significant concentrations of credit risk. Periodically, the Company maintains deposits in government insured financial institutions in excess of government insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash. The Company’s grants receivable are due from government agencies, which the Company believes to have high credit quality. The Company has a limited number of commercial customers. The Company monitors the creditworthiness of customers to whom it grants credit terms and has not experienced any credit losses. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The guidance in FASB ASC 820, Fair Value Measurements and Disclosures Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. The Company’s tranche rights liability, preferred stock warrants, and call option liability (see Note 11) are recorded at fair value on a recurring basis. The carrying amount of accounts receivable, grants receivable, accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The carrying amount of notes payable is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described below (see Note 3). Preferred Stock Warrant Liability: shares issuable under the warrants, and because all of the redeemable convertible preferred stock warrants are exercisable for preferred shares. Redeemable convertible preferred stock warrants are initially recorded at fair value, with gains and losses arising from subsequent changes in fair value recognized in the consolidated statements of operations at each period end while such instruments are outstanding. The Company measures fair value of redeemable convertible preferred stock warrants using a Black-Scholes option pricing model (see Note 11). Tranche Rights Liability: Distinguishing Liabilities from Equity Noncontrolling Interests: | ||
Fair Value Measurements (Restated, see Note 2 - Amendment 1) | Fair Value of Financial Instruments The guidance in FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. The Company’s tranche rights liability, preferred stock warrants, and call option liability (see Note 11) are recorded at fair value on a recurring basis. The carrying amount of accounts receivable, grants receivable, accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The carrying amount of notes payable is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described below (see Note 3). Preferred Stock Warrant Liability: The Company has recorded redeemable convertible preferred stock warrants issued to investors as liabilities as the terms of the warrants are not fixed due to potential adjustments in the exercise price and/or the number of shares issuable under the warrants, and because all of the redeemable convertible preferred stock warrants are exercisable for preferred shares. Redeemable convertible preferred stock warrants are initially recorded at fair value, with gains and losses arising from subsequent changes in fair value recognized in the consolidated statements of operations at each period end while such instruments are outstanding. The Company measures fair value of redeemable convertible preferred stock warrants using a Black-Scholes option pricing model (see Note 11). Tranche Rights Liability: Distinguishing Liabilities from Equity Noncontrolling Interests: | ||
Recent Accounting Standards | Recently Adopted Accounting Pronouncements Credit Losses In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). The FASB has subsequently issued amendments to ASU 2016-13, which have the same effective and transition date of fiscal years beginning after December 15, 2019 for SEC filers other than small reporting companies, and fiscal years beginning after December 15, 2022 for all other entities. These standards require that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establish additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, these standards now require allowances to be recorded instead of reducing the amortized cost of the investment. The Company adopted the new standard on January 1, 2021. The Company has completed the assessment of the standard based on the composition of its portfolio of financial instruments and current and forecasted economic conditions, performed its calculations for credit losses and established processes and internal controls that are required to comply with the new credit loss standard and related disclosure requirements. The adoption of this standard did not have a significant impact on the condensed consolidated financial position and results of operations. | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases months result in an entity recognizing an asset and liability equal to the present value of the lease payments in the statement of financial position. This standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company early adopted this guidance using the effective date approach, as of January 1, 2019, which resulted in no restatement of prior periods or cumulative adjustment to accumulated deficit. The adoption of the new leasing standards did not have an impact on the consolidated statements of operations or cash flows. In June 2018, the FASB issued ASU 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808) In December 2019, the FASB issued ASU 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act. Certain information or footnote disclosures normally included in condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A, as filed with the SEC on July 8, 2021. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future periods. | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. | ||
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020. | |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. | |
Warrant Liability (Restated, see Note 2 - Amendment 1) | Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value in respect of each reporting period. This liability is subject to re-measurement at each balance sheet date until the Warrants are exercised, and any change in fair value is recognized in the statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. | Warrant Liability (Restated, see Note 2 — Amendment 1) The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. | |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At September 30, 2021 and December 31, 2020, the ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,454,000) Ordinary shares issuance costs (15,179,714) Plus: Accretion of carrying value to redemption value 26,667,374 Ordinary shares subject to possible redemption, 12/31/20 276,033,447 Accretion of carrying value to redemption value (4,772) Ordinary shares subject to possible redemption, 9/30/21 $ 276,028,675 | Class A Common Stock Subject to Possible Redemption (Restated, see Note 2 — Amendment 2) The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2020, the common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,454,000) Class A common stock issuance costs (15,179,927) Plus: Accretion of carrying value to redemption value 26,667,374 Class A common stock subject to possible redemption, 12/31/20 276,033,447 | |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The effective tax rates differ from the statutory tax rate for the periods presented primarily due to the change in warrant valuation and the valuation allowance recorded on the Company’s net operating losses. ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. | |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,320,000 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from Three Months Ended Nine Months Ended Three Months Ended February 14, September 30, September 30, September 30, 2020 (Inception) Through 2021 2021 2020 September 30, 2020 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ (11,404,326) $ (2,851,082) $ (2,925,918) $ (731,480) $ (89,850) $ (23,841) $ (72,126) $ (42,565) Denominator: Basic and diluted weighted average stock outstanding 27,600,000 6,900,000 27,600,000 6,900,000 25,780,220 6,840,659 10,761,468 6,350,917 Basic and diluted net income (loss) per common share $ (0.41) $ (0.41) $ (0.11) $ (0.11) $ (0.00) $ (0.00) $ (0.01) $ (0.01) | Net (Loss) per Common Share (Restated, see Note 2—Amendment 1) Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,320,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance. Net income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts) as previously restated to reflect Amendment 1 only. See Amendment 2 following this amendment to reflect the amounts, as restated, per the financial statements: For the Period from February 14, 2020 (Inception) Through December 31, 2020 Class A Common Stock Subject to Possible Redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 174,810 Less: interest available to be withdrawn for payment of taxes (146,895) Less: interest available to be withdrawn for working capital — Net income attributable to Class A common stock subject to possible redemption $ 27,915 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,524,620 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (15,294,860) Net income allocable to Class A common stock subject to possible redemption (27,915) Non-Redeemable Net Loss $ (15,322,775) Denominator: Weighted Average Non-redeemable common Stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 8,269,814 Basic and diluted net loss per share, Non-redeemable common stock $ (1.85) As discussed in Note 2, the financial statements as of December 31, 2020 and for the period from February 14, 2020 (inception) through December 31, 2020 have been restated (Amendment 1 — presentation of warrant liability and Amendment 2 — presentation of class A common stock subject to possible redemption). The information provided under this section was prepared in connection with Amendment 1 — presentation of warrant liability, and has been amended and restated in connection with Amendment 2 — presentation of class A common stock subject to possible redemption, as described below under “Net Loss per Common Share (Restated, see Note 2 — Amendment 2)”. Net Loss per Common Share (Restated, see Note 2 — Amendment 2) The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share”. Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 21,320,000 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2020 and September 31, 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts), as restated: For the Period from February 14, 2020 (inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted (10,821,703) (4,473,157) Denominator: — Basic and diluted weighted average stock outstanding 15,758,710 6,513,871 Basic and diluted net loss per common share (0.69) (0.69) | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | |
Fair Value of Financial Instruments | Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. | Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. | |
Fair Value Measurements (Restated, see Note 2 - Amendment 1) | Fair Value Measurements (Restated, see Note 2 — Amendment 1) The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. | ||
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1,2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
RESTATEMENT OF PREVIOUSLY ISS_5
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
Summary of impact of the restatement on the financial statements | As Previously Reported Adjustment As Restated Balance Sheet as of July 7, 2020 Class A common stock subject to possible redemption $ 244,996,570 $ 31,003,430 $ 276,000,000 Class A common stock $ 310 $ (310) $ — Additional paid-in capital $ 5,671,903 $ (5,671,903) $ — Accumulated deficit $ (672,901) $ (25,331,217) $ (26,004,118) Total stockholders’ equity (deficit) $ 5,000,002 $ (31,003,430) $ (26,003,428) Number of shares subject to redemption 24,499,657 3,100,343 27,600,000 Balance Sheet as of September 30, 2020 Class A common stock subject to possible redemption $ 245,554,779 $ 30,532,860 $ 276,087,639 Class A common stock $ 305 $ (305) $ — Additional paid-in capital $ 5,113,699 $ (5,113,699) $ — Accumulated deficit $ (114,691) $ (25,418,856) $ (25,533,547) Total stockholders’ equity (deficit) $ 5,000,003 $ (30,532,860) $ (25,532,857) Number of shares subject to redemption 24,547,683 3,052,317 27,600,000 Balance Sheet as of December 31, 2020 Class A common stock subject to possible redemption $ 230,374,604 $ 45,658,843 $ 276,033,447 Class A common stock $ 457 $ (457) $ — Additional paid-in capital $ 20,293,722 $ (20,293,722) $ — Accumulated deficit $ (15,294,860) $ (25,364,664) $ (40,659,524) Total stockholders’ equity (deficit) $ 5,000,009 $ (45,658,843) $ (40,658,834) Number of shares subject to redemption 23,034,669 4,565,331 27,600,000 Balance Sheet as of March 31, 2021 Class A common stock subject to possible redemption $ 245,061,587 $ 31,026,725 $ 276,088,312 Class A common stock $ 311 $ (311) $ — Additional paid-in capital $ 5,606,885 $ (5,606,885) $ — Accumulated deficit $ (607,876) $ (25,419,529) $ (26,027,405) Total stockholders’ equity (deficit) $ 5,000,010 $ (31,026,725) $ (26,026,715) Number of shares subject to redemption 24,493,884 3,106,116 27,600,000 Balance Sheet as of June 30, 2021 Class A common stock subject to possible redemption $ 240,972,620 $ 35,073,977 $ 276,046,597 Class A common stock $ 352 $ (352) $ — Additional paid-in capital $ 9,695,811 $ (9,695,811) $ — Accumulated deficit $ (4,696,850) $ (25,377,814) $ (30,074,664) Total stockholders’ equity (deficit) $ 5,000,003 $ (35,073,977) $ (30,073,974) Number of shares subject to redemption 24,084,470 3,515,530 27,600,000 Statement of Operations for the Period from February 14, 2020 (Inception) Through September 30, 2020 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,499,657 (24,499,657) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 7,559,767 (7,559,767) — Basic and diluted net loss per share, Non-redeemable common stock $ (0.02) $ 0.02 $ — Weighted average shares outstanding of Class A common stock — 10,761,468 10,761,468 Basic and diluted net loss per share, Class A common stock $ — $ (0.01) $ (0.01) Weighted average shares outstanding of Class B common stock — 6,350,917 6,350,917 Basic and diluted net loss per share, Class B common stock $ — $ (0.01) $ (0.01) Statement of Operations for the Period from February 14, 2020 (Inception) Through December 31, 2020 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,524,620 (24,524,620) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 8,269,814 (8,269,814) — Basic and diluted net loss per share, Non-redeemable common stock $ (1.85) $ 1.85 $ — Weighted average shares outstanding of Class A common stock — 15,758,710 15,758,710 Basic and diluted net loss per share, Class A common stock $ — $ (0.69) $ (0.69) Weighted average shares outstanding of Class B common stock — 6,513,871 6,513,871 Basic and diluted net loss per share, Class B common stock $ — $ (0.69) $ (0.69) Statement of Operations for the Three Months Ended March 31, 2021 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 23,034,669 (23,034,669) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 11,465,331 (11,465,331) — Basic and diluted net income per share, Non-redeemable common stock $ 1.28 $ (1.28) $ — Weighted average shares outstanding of Class A common stock — 27,600,000 27,600,000 Basic and diluted net income per share, Class A common stock $ — $ 0.43 $ 0.43 Weighted average shares outstanding of Class B common stock — 6,900,000 6,900,000 Basic and diluted net income per share, Class B common stock $ — $ 0.43 $ 0.43 As Previously Reported Adjustment As Restated Statement of Operations for the Three Months Ended June 30, 2021 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,493,884 (24,493,884) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 10,006,116 (10,006,116) — Basic and diluted net loss per share, Non-redeemable common stock $ (0.41) $ 0.41 $ — Weighted average shares outstanding of Class A common stock — 27,600,000 27,600,000 Basic and diluted net loss per share, Class A common stock $ — $ — $ — Weighted average shares outstanding of Class B common stock — 6,900,000 6,900,000 Basic and diluted net loss per share, Class B common stock $ — $ (0.59) $ (0.59) Statement of Operations for the Six Months Ended June 30, 2021 Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 23,768,307 (23,768,307) — Basic and diluted weighted average shares outstanding, Non-redeemable common stock 10,731,693 (10,731,693) — Basic and diluted net income per share, Non-redeemable common stock $ 0.99 $ (0.99) $ — Weighted average shares outstanding of Class A common stock — 27,600,000 27,600,000 Basic and diluted net income per share, Class A common stock $ — $ 0.31 $ 0.31 Weighted average shares outstanding of Class B common stock — 6,900,000 6,900,000 Basic and diluted net income per share, Class B common stock $ — $ 0.31 $ 0.31 Statement of Changes in Shareholders’ Equity (Deficit) for the Period from February 14, 2020 (Inception) Through September 30, 2020 Sale of 27,600,000 Units, net of underwriting discounts $ 249,366,073 $ (249,366,073) $ — Class A common stock subject to possible redemption $ (245,554,775) $ 245,554,775 $ — Accretion for Class A ordinary share subject to redemption amount $ — $ (26,721,566) $ (26,721,566) Total shareholders’ equity (deficit) $ 5,000,003 $ (30,532,860) $ (25,532,857) Statement of Changes in Shareholders’ Equity (Deficit) for the Period from February 14, 2020 (Inception) Through December 31, 2020 Sale of 27,600,000 Units, net of underwriting discounts $ 249,366,073 $ (249,366,073) $ — Class A common stock subject to possible redemption $ (230,374,604) $ 230,374,604 $ — Accretion for Class A ordinary share subject to redemption amount $ — $ (26,721,566) $ (26,721,566) Total shareholders’ equity (deficit) $ 5,000,009 $ (45,658,843) $ (40,658,834) Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 Class A common stock subject to possible redemption $ (14,686,983) $ 14,686,983 $ — Accretion for Class A ordinary share subject to redemption amount $ — $ (54,865) $ (54,865) Total shareholders’ equity (deficit) $ 5,000,010 $ (31,026,725) $ (26,026,715) Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 Class A common stock subject to possible redemption $ (4,088,967) $ 4,088,967 $ — Accretion for Class A ordinary share subject to redemption amount $ — $ 41,715 $ 41,715 Total shareholders’ equity (deficit) $ 5,000,003 $ (35,073,977) $ (30,073,974) Statement of Cash Flows for the Period of February 14, 2020 through September 30, 2020 (unaudited) Initial classification of Class A common stock subject to possible redemption $ 244,996,570 $ 31,003,430 $ 276,000,000 Change in value of Class A common stock subject to possible redemption $ 558,209 $ (470,570) $ 87,639 Statement of Cash Flows for the Period of February 14, 2020 through December 31, 2020 (unaudited) Initial classification of Class A common stock subject to possible redemption $ 244,996,570 $ 31,003,430 $ 276,000,000 Change in value of Class A common stock subject to possible redemption $ (14,621,966) $ 14,655,413 $ 33,447 Statement of Cash Flows for the Three Months Ended March 31, 2021 Change in value of Class A common stock subject to possible redemption $ 14,686,983 $ (14,598,671) $ 88,312 Statement of Cash Flows for the Six Months Ended June 30, 2021 Change in value of Class A common stock subject to possible redemption $ 10,598,016 $ (10,551,419) $ 46,597 | As As As Previously Adjustments Restated Adjustments Restated Reported (Amendment 1) (Amendment 1) (Amendment 2) (Amendment 2) Balance sheet as of July 7, 2020 (unaudited) Warrant Liability $ — $ 17,695,600 $ 17,695,600 $ — $ 17,695,600 Class A Common Stock Subject to Possible Redemption 262,692,170 (17,695,600) 244,996,570 31,003,430 276,000,000 Class A Common Stock 133 177 310 (310) — Additional Paid-in Capital 5,000,179 671,724 5,671,903 (5,671,903) — Accumulated Deficit (1,000) (671,901) (672,901) (25,331,217) (26,004,118) Balance sheet as of September 30, 2020 (unaudited) Warrant Liability $ — $ 17,081,700 $ 17,081,700 $ — $ 17,081,700 Class A Common Stock Subject to Possible Redemption 262,636,479 (17,081,700) 245,554,779 30,532,860 276,087,639 Class A Common Stock 134 171 305 (305) — Additional Paid-in Capital 5,055,869 57,830 5,113,699 (5,113,699) — Accumulated Deficit (56,690) (58,001) (114,691) (25,418,856) (25,533,547) Balance sheet as of December 31, 2020 (audited) Warrant Liability $ — $ 30,101,808 $ 30,101,808 $ — 30,101,808 Class A Common Stock Subject to Possible Redemption 260,476,412 (30,101,808) 230,374,604 45,658,843 276,033,447 Common Stock 156 301 457 (457) — Additional Paid-in Capital 7,215,914 13,077,808 20,293,722 (20,293,722) — Accumulated Deficit (2,216,751) (13,078,109) (15,294,860) (25,364,664) (40,659,524) Statement of Operations for the Period from February 14, 2020 (inception) to September 30, 2020 (unaudited) Change in fair value of warrant liability $ — $ 613,900 $ 613,900 — 613,900 Transaction costs associated with Initial Public Offering — (671,901) (671,901) — (671,901) Net loss (56,690) (58,001) (114,691) — (114,691) Weighted average shares outstanding, Common stock subject to possible redemption 26,269,217 (1,769,560) 24,499,657 (24,499,657) — Basic and diluted net income per share, Common stock subject to possible redemption 0.00 — 0.00 — — Weighted average shares outstanding, Non-redeemable common stock 6,869,801 689,966 7,559,767 (7,559,767) — Basic and diluted net loss per share, Non-redeemable common stock (0.02) — (0.02) 0.02 — Weighted average shares outstanding of Class A common stock — — — 10,761,468 10,761,468 Basic and diluted net loss per share, Class A common stock — — — (0.01) (0.01) Weighted average shares outstanding of Class B common stock — — — 6,350,917 6,350,917 Basic and diluted net loss per share, Class B common stock — — — (0.01) (0.01) Statement of Operations for the Period from February 14, 2020 (inception) to December 31, 2020 (audited) Change in fair value of warrant liability $ — $ (12,406,208) $ (12,406,208) — (12,406,208) Transaction costs associated with Initial Public Offering — (671,901) (671,901) — (671,901) Net loss (2,216,751) (13,078,109) (15,294,860) — (15,294,860) Weighted average shares outstanding, Common stock subject to possible redemption 26,261,989 (1,737,369) 24,524,620 (24,524,620) — Basic and diluted net income per share, Common stock subject to possible redemption 0.00 — 0.00 — — Weighted average shares outstanding, Common stock 7,273,705 1,010,362 8,269,814 (8,269,814) — Basic and diluted net loss per share, Common stock (0.31) (1.54) (1.85) 1.85 — Weighted average shares outstanding of Class A common stock — — — 15,758,710 15,758,710 Basic and diluted net loss per share, Class A common stock — — — (0.69) (0.69) Weighted average shares outstanding of Class B common stock — — — 6,513,871 6,513,871 Basic and diluted net loss per share, Class B common stock — — — (0.69) (0.69) Basic and diluted net loss per share, Class B common stock — — — (0.69) (0.69) Statement of Changes in Stockholders’ Equity (Deficit) for the Period from February 14, 2020 (inception) to September 30, 2020 (audited) Sales of 27,600,000 Units, net of underwriting discounts 249,366,073 — — (249,366,073) — Class A common stock subject to possible redemption (245,554,775) — — 245,554,775 — Accretion for Class A common stock subject to redemption amount — — — (26,721,566) (26,721,566) Total stockholders’ equity (deficit) 5,000,003 — — (30,532,860) (25,532,857) Statement of Changes in Stockholders’ Equity (Deficit) for the Period from February 14, 2020 (inception) to December 31, 2020 (audited) Sales of 27,600,000 Units, net of underwriting discounts 249,366,073 — — (249,366,073) — Class A common stock subject to possible redemption (230,374,604) — — (230,374,604) — Accretion for Class A common stock subject to redemption amount — — — (26,721,566) (26,721,566) Total stockholders’ equity (deficit) 5,000,009 — — (45,658,843) (46,658,834) Cash Flow Statement for the Period from February 14, 2020 (inception) to September 30, 2020 (unaudited) Net loss (56,690) (58,001) (114,691) — (114,691) Change in fair value of warrant liability $ — $ (613,900) $ (613,900) — (613,900) Transaction costs associated with Initial Public Offering — 671,901 671,901 — 671,901 Initial classification of Class A common stock subject to possible redemption 262,692,170 (17,695,600) 244,996,570 31,003,430 276,000,000 Change in value of Class A common stock subject to possible redemption (55,691) 613,900 558,209 (470,570) 87,639 Cash Flow Statement for the Period from February 14, 2020 (inception) to December 31, 2020 (audited) Net loss (2,216,751) (13,078,109) (15,294,860) — (15,294,860) Change in fair value of warrant liability $ — $ (12,406,208) $ (12,406,208) — (12,406,208) Transaction costs associated with Initial Public Offering — (671,901) (671,901) — (671,901) Initial classification of Class A common stock subject to possible redemption 262,692,170 (17,695,600) 244,996,570 31,003,430 276,000,000 Change in value of Class A common stock subject to possible redemption (2,215,758) (12,406,208) (14,621,966) 14,655,413 33,447 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Schedule of ordinary shares reflected in the condensed consolidated balance sheets | Redeemable convertible preferred stock consisted of the following at September 30, 2021 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A‑1 1,711,755 1,689,193 7,505 $ 7,113 1,689,193 Series A‑2 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A‑3 1,730,874 1,730,874 5,188 7,460 1,730,874 Series A‑4 2,159,022 1,450,529 4,347 2,602 1,450,529 Series A‑5 1,977,114 1,977,114 24,539 49,151 1,977,114 Series Growth 2,538,274 2,538,274 31,500 63,381 2,538,274 Series 2 Growth 2,370,803 2,370,803 30,370 59,223 2,370,803 Series 3 Growth 6,308,529 5,818,895 100,492 164,733 5,818,895 Total 19,957,625 18,736,936 $ 206,971 $ 356,696 18,736,936 Redeemable convertible preferred stock consisted of the following at December 31, 2020 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A‑1 1,711,755 1,636,971 7,273 $ 6,176 1,636,971 Series A‑2 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A‑3 1,730,874 1,492,685 4,474 4,463 1,492,685 Series A‑4 2,159,022 1,450,529 5,473 2,602 1,450,529 Series A‑5 1,977,114 1,977,114 24,536 24,991 1,977,114 Series Growth 2,538,274 2,538,274 31,500 32,763 2,538,274 Series 2 Growth 2,370,803 2,370,803 30,370 30,684 2,370,803 Series 3 Growth 6,308,529 5,818,895 150,768 108,813 5,818,895 Total 19,957,625 18,446,525 $ 257,424 $ 213,525 18,446,525 | Redeemable convertible preferred stock consisted of the following at December 31, 2020 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A-1 1,711,755 1,636,971 7,273 $ 6,176 1,636,971 Series A-2 redeemable convertible preferred stock (“Series A-2”) 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A-3 1,730,874 1,492,685 4,474 4,463 1,492,685 Series A-4 2,159,022 1,450,529 5,473 2,602 1,450,529 Series A-5 1,977,114 1,977,114 24,536 24,991 1,977,114 Series Growth redeemable convertible preferred stock (“Series Growth”) 2,538,274 2,538,274 31,500 32,763 2,538,274 Series 2 Growth redeemable convertible preferred stock (“Series 2 Growth”) 2,370,803 2,370,803 30,370 30,684 2,370,803 Series 3 Growth 6,308,529 5,818,895 150,768 108,813 5,818,895 Total 19,957,625 18,446,525 $ 257,424 $ 213,525 18,446,525 Redeemable convertible preferred stock consisted of the following at December 31, 2019 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A-1 1,711,755 1,636,971 $ 7,273 $ 6,176 1,636,971 Series A-2 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A-3 1,730,874 1,492,685 4,474 4,463 1,492,685 Series A-4 2,159,022 1,439,352 5,430 2,466 1,439,352 Series A-5 1,977,114 1,977,114 24,536 24,536 1,977,114 Series Growth 2,538,274 2,538,274 31,500 31,500 2,538,274 Series 2 Growth 2,370,803 2,370,803 30,370 30,370 2,370,803 Series 3 Growth 5,355,049 2,973,270 77,037 51,348 2,973,270 Total 19,004,145 15,589,723 $ 183,650 $ 153,892 15,589,723 | |
Schedule of Earnings Per Share, Basic and Diluted | Nine Months Ended September 30, 2021 2020 Numerator: Net loss $ (74,055) $ (11,965) Accretion of redeemable convertible preferred stock to redemption value (139,237) (6,568) Accretion of noncontrolling interest put option to redemption value (285) (467) Net loss attributable to common stockholders $ (213,577) $ (19,000) Denominator: Weighted average common shares outstanding, basic and diluted 2,161,848 2,147,064 Net loss per share, basic and diluted $ (98.79) $ (8.85) | December 31, 2020 2019 Numerator: Net loss $ (25,905) $ (22,964) Accretion of redeemable convertible preferred stock to redemption value (11,372) 10,400 Accretion of noncontrolling interest put option to redemption value (567) — Net loss attributable to common stockholders $ (37,844) $ (12,564) Denominator: Weighted average common shares outstanding, basic and diluted 2,149,182 2,120,200 Net loss per share, basic and diluted $ (17.61) $ (5.93) | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
Schedule of ordinary shares reflected in the condensed consolidated balance sheets | At December 31, 2020, the common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,454,000) Class A common stock issuance costs (15,179,927) Plus: Accretion of carrying value to redemption value 26,667,374 Class A common stock subject to possible redemption, 12/31/20 276,033,447 | ||
Schedule of ordinary shares | At September 30, 2021 and December 31, 2020, the ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (11,454,000) Ordinary shares issuance costs (15,179,714) Plus: Accretion of carrying value to redemption value 26,667,374 Ordinary shares subject to possible redemption, 12/31/20 276,033,447 Accretion of carrying value to redemption value (4,772) Ordinary shares subject to possible redemption, 9/30/21 $ 276,028,675 | ||
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from Three Months Ended Nine Months Ended Three Months Ended February 14, September 30, September 30, September 30, 2020 (Inception) Through 2021 2021 2020 September 30, 2020 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ (11,404,326) $ (2,851,082) $ (2,925,918) $ (731,480) $ (89,850) $ (23,841) $ (72,126) $ (42,565) Denominator: Basic and diluted weighted average stock outstanding 27,600,000 6,900,000 27,600,000 6,900,000 25,780,220 6,840,659 10,761,468 6,350,917 Basic and diluted net income (loss) per common share $ (0.41) $ (0.41) $ (0.11) $ (0.11) $ (0.00) $ (0.00) $ (0.01) $ (0.01) | For the Period from February 14, 2020 (Inception) Through December 31, 2020 Class A Common Stock Subject to Possible Redemption Numerator: Earnings allocable to Class A common stock subject to possible redemption Interest earned on marketable securities held in Trust Account $ 174,810 Less: interest available to be withdrawn for payment of taxes (146,895) Less: interest available to be withdrawn for working capital — Net income attributable to Class A common stock subject to possible redemption $ 27,915 Denominator: Weighted Average Class A common stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 24,524,620 Basic and diluted net income per share, Class A common stock subject to possible redemption $ 0.00 Non-Redeemable Common Stock Numerator: Net Loss minus Net Earnings Net loss $ (15,294,860) Net income allocable to Class A common stock subject to possible redemption (27,915) Non-Redeemable Net Loss $ (15,322,775) Denominator: Weighted Average Non-redeemable common Stock Basic and diluted weighted average shares outstanding, Non-redeemable common stock 8,269,814 Basic and diluted net loss per share, Non-redeemable common stock $ (1.85) For the Period from February 14, 2020 (inception) Through December 31, 2020 Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted (10,821,703) (4,473,157) Denominator: — Basic and diluted weighted average stock outstanding 15,758,710 6,513,871 Basic and diluted net loss per common share (0.69) (0.69) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Assets: Marketable securities $ 23,998 $ 23,998 $ — $ — Total assets measured at fair value $ 23,998 $ 23,998 $ — $ — Liabilities: Preferred stock warrants $ 12,099 $ — $ — $ 12,099 One SRL call option (see Note 11) 1,545 — — 1,545 Total liabilities measured at fair value $ 13,644 $ — $ — $ 13,644 | Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Assets: Marketable securities $ 23,998 $ 23,998 $ — $ — Total assets measured at fair value $ 23,998 $ 23,998 $ — $ — Liabilities: Preferred stock warrants $ 12,099 $ — $ — $ 12,099 Contingent call option for investment in related party (see Note 11) 1,545 1,545 Total liabilities measured at fair value $ 13,644 $ — $ — $ 13,644 | |
Schedule of fair value measurement inputs and valuation techniques | Series A-4 Warrants Expected term 0.5 year Expected volatility 63.0 % Expected dividend yield 0.0 % Risk free interest rate 0.3 % Estimated fair value of the redeemable convertible preferred stock $ 24.67 Exercise price of warrants $ 0.04 Series A ‑ 1 Series A ‑ 3 Series A ‑ 4 Warrants Warrants Warrants Expected term 0.3 years 1.5 years 2.6 years Expected volatility 48.0 % 68.0 % 59.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % Risk free interest rate 0.1 % 0.1 % 0.2 % Estimated fair value of the redeemable convertible preferred stock $ 12.24 $ 12.21 $ 12.22 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 | The following weighted average assumptions were used to determine the fair value of the warrant liability at December 31, 2020: Series A-1 Series A-3 Series A-4 Warrants Warrants Warrants Expected term 0.3 years 1.5 years 2.6 years Expected volatility 48.0 % 68.0 % 59.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % Risk free interest rate 0.1 % 0.1 % 0.2 % Estimated fair value of the redeemable convertible preferred stock $ 12.24 $ 12.21 $ 12.22 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 The following weighted average assumptions were used to determine the fair value of the warrant liability at December 31, 2019: Series 3 Series 4 Series A-1 Series A-3 Series A-4 Growth Growth Warrants Warrants Warrants Warrants Options Expected term 1.3 years 2.5 years 3.6 years 10.0 years 0.96 years Expected volatility 52.0 % 55.0 % 58.0 % 45.0 % 49.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Risk free interest rate 1.59 % 1.60 % 1.64 % 1.92 % 1.59 % Estimated fair value of the redeemable convertible preferred stock $ 10.73 $ 10.70 $ 10.72 $ 17.09 $ 17.27 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 $ 17.27 $ 20.72 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2021 December 31, 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 276,178,675 $ 276,209,453 Liabilities: Warrant Liability – Public Warrants 1 $ 12,006,000 $ 19,458,000 Warrant Liability – Private Placement Warrants 3 $ 20,380,148 $ 10,643,808 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2020 Assets: Cash and marketable securities held in Trust Account 1 $ 276,209,453 Liabilities: Warrant Liability — Public Warrants 1 19,458,000 Warrant Liability — Private Placement Warrants 3 10,643,808 | |
Schedule of fair value measurement inputs and valuation techniques | The fair value of the Private Placement Warrants was estimated at September 30, 2021 and December 31, 2020 to be $2.71 per warrant and $1.42 per warrant, respectively, using the modified Black-Scholes option pricing model and the following assumptions: September 30, December 31, 2021 2020 Risk-free interest rate 1.02 % 0.47 % Expected Term 5.25 5.76 Dividend yield 0.00 % 0.00 % Expected volatility 13.5 % 19.0 % Exercise price $ 11.50 $ 11.50 Unit Price $ 9.92 $ 10.15 | ||
Schedule of change in the fair value of the warrant liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Fair value as of December 31, 2020 $ 10,643,808 Change in fair value (5,273,024) Fair value as of March 31, 2021 5,370,784 Change in fair value 1,422,600 Fair value as of June 30, 2021 6,793,384 Change in fair value 13,586,764 Fair value as of September 30, 2021 20,380,148 | Private Placement Public Warrant Liabilities Fair value as of January 1, 2020 $ — $ — $ — Initial measurement on July 7, 2020 (IPO) 6,241,600 11,454,000 17,695,600 Change in valuation inputs or other assumptions 4,402,208 8,004,000 12,406,208 Fair value as of December 31, 2020 $ 10,643,808 $ 19,458,000 $ 30,101,808 |
DESCRIPTION OF ORGANIZATION A_4
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Jul. 07, 2020USD ($)$ / sharesshares | Feb. 14, 2020item | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($)shares | Sep. 30, 2021USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Jul. 28, 2021USD ($) | Mar. 03, 2021USD ($) | Dec. 31, 2019USD ($)shares |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Issuances upon exercise of common stock warrants | shares | 522,009 | 522,009 | 522,009 | 478,828 | ||||||
Cash | $ 32,022,000 | $ 32,022,000 | $ 48,144,000 | $ 35,774,000 | ||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Condition for future business combination number of businesses minimum | item | 1 | |||||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 27,600,000 | 27,600,000 | ||||||||
Unit price | $ / shares | $ 10 | |||||||||
Issuances upon exercise of common stock warrants | shares | 7,520,000 | |||||||||
Price of single warrant | $ / shares | $ 1 | |||||||||
Proceeds from sale of Private Placement Warrants | $ 7,520,000 | $ 7,520,000 | 0 | $ 7,520,000 | ||||||
Transaction Costs | 15,851,828 | 0 | $ 671,901 | $ 671,901 | 0 | 15,851,828 | ||||
Underwriting fees | 5,520,000 | 5,520,000 | ||||||||
Deferred underwriting fees | 9,660,000 | 9,660,000 | $ 9,660,000 | 9,660,000 | ||||||
Other offering costs | $ 671,828 | $ 671,828 | ||||||||
Threshold minimum aggregate fair market value as a percentage of the assets held in the Trust Account | 80.00% | 80.00% | ||||||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50.00% | 50.00% | ||||||||
Minimum net tangible assets upon consummation of the Business Combination | 5,000,001 | $ 5,000,001 | $ 5,000,001 | |||||||
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent | 15.00% | 15.00% | ||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | 100.00% | ||||||||
Threshold business days for redemption of public shares | 10 days | 10 days | ||||||||
Maximum net interest to pay dissolution expenses | $ 100,000 | $ 100,000 | ||||||||
Cash | 304,944 | 304,944 | 491,827 | |||||||
Operating bank accounts | 276,178,675 | 276,178,675 | 276,209,453 | |||||||
Working capital deficit | 2,265,312 | 2,265,312 | 897,026 | |||||||
Franchise tax payable | $ 150,000 | $ 150,000 | 176,006 | |||||||
Amount on deposit in Trust Account | $ 209,000 | |||||||||
Loans for working capital purpose | $ 4,000,000 | |||||||||
Subsequent Events. | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Loans for working capital purpose | $ 1,500,000 | |||||||||
Initial Public Offering | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 27,600,000 | 27,600,000 | 27,600,000 | |||||||
Unit price | $ / shares | $ 10 | |||||||||
Proceeds from issuance of units | $ 276,000,000 | |||||||||
Investment maximum maturity term | 185 days | |||||||||
Amount on deposit in Trust Account | $ 276,000,000 | |||||||||
Private Placement | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Issuances upon exercise of common stock warrants | shares | 7,520,000 | 7,520,000 | ||||||||
Price of single warrant | $ / shares | $ 1 | $ 1 | ||||||||
Proceeds from sale of Private Placement Warrants | $ 7,520,000 | $ 7,520,000 | ||||||||
Over-allotment option | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Sale of Units, net of underwriting discounts (in shares) | shares | 3,600,000 | 3,600,000 | 3,600,000 | |||||||
Unit price | $ / shares | $ 10 |
RESTATEMENT OF PREVIOUSLY ISS_6
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 07, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Feb. 14, 2020 | Feb. 13, 2020 | Dec. 31, 2018 | |
Balance Sheet as of December 31, 2020 (audited) | ||||||||||||||||||
Common stock, $0.0001 par value - 48,595,723 and 44,217,112 shares authorized at December 31, 2020 and 2019, respectively; 2,155,490 and 2,144,651 shares issued and outstanding at December 31, 2020 and 2019, respectively | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||
Additional paid-in capital | (111,141,000) | 23,907,000 | (111,141,000) | 23,907,000 | 23,907,000 | 26,248,000 | ||||||||||||
Accumulated deficit | (246,124,000) | (171,784,000) | (246,124,000) | (171,784,000) | (171,784,000) | (145,423,000) | ||||||||||||
Total stockholders' equity (deficit) | (356,892,000) | (146,938,000) | $ (134,274,000) | $ (134,274,000) | $ (356,892,000) | $ (134,274,000) | (146,938,000) | $ (146,938,000) | $ (119,063,000) | $ (111,413,000) | ||||||||
Statement of Operations | ||||||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 | ||||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 | ||||||||||||||
Earnings Per Share, Basic | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) | ||||||||||||||
Earnings Per Share, Diluted | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) | ||||||||||||||
Statement of Changes in Shareholders' Equity (Deficit | ||||||||||||||||||
Accretion for Class A ordinary share subject to redemption amount | $ 139,237,000 | $ 6,568,000 | $ 11,372,000 | $ (10,400,000) | ||||||||||||||
Total shareholders' equity (deficit) | (356,892,000) | (146,938,000) | (134,274,000) | (134,274,000) | (356,892,000) | (134,274,000) | (146,938,000) | (146,938,000) | $ (119,063,000) | $ (111,413,000) | ||||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||||||
Balance Sheet as of December 31, 2020 (audited) | ||||||||||||||||||
Class A common stock subject to possible redemption. | 276,028,675 | 276,033,447 | 276,028,675 | 276,033,447 | 276,033,447 | |||||||||||||
Additional paid-in capital | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Accumulated deficit | (44,312,150) | (40,659,524) | (44,312,150) | (40,659,524) | (40,659,524) | |||||||||||||
Total stockholders' equity (deficit) | (44,311,460) | $ (30,073,974) | $ (26,026,715) | (40,658,834) | (25,532,857) | $ (30,073,974) | $ (25,532,857) | (44,311,460) | (25,532,857) | $ (40,658,834) | (40,658,834) | $ 24,000 | $ 24,000 | $ 0 | $ 0 | |||
Statement of Operations | ||||||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 8,269,814 | |||||||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 8,269,814 | |||||||||||||||||
Earnings Per Share, Basic | $ (1.85) | |||||||||||||||||
Earnings Per Share, Diluted | $ (1.85) | |||||||||||||||||
Statement of Changes in Shareholders' Equity (Deficit | ||||||||||||||||||
Sale of 27,600,000 Units, net of underwriting discounts (in shares) | 27,600,000 | 27,600,000 | ||||||||||||||||
Accretion for Class A ordinary share subject to redemption amount | (17,922) | (41,715) | 54,865 | 54,192 | 26,721,566 | $ 26,667,374 | ||||||||||||
Total shareholders' equity (deficit) | (44,311,460) | (30,073,974) | (26,026,715) | (40,658,834) | $ (25,532,857) | (30,073,974) | $ (25,532,857) | (44,311,460) | (25,532,857) | (40,658,834) | (40,658,834) | $ 24,000 | $ 24,000 | $ 0 | $ 0 | |||
Class A common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||||||
Balance Sheet as of December 31, 2020 (audited) | ||||||||||||||||||
Common stock, $0.0001 par value - 48,595,723 and 44,217,112 shares authorized at December 31, 2020 and 2019, respectively; 2,155,490 and 2,144,651 shares issued and outstanding at December 31, 2020 and 2019, respectively | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||
Issued and Outstanding | 27,600,000 | 27,600,000 | 27,600,000 | |||||||||||||||
Statement of Operations | ||||||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 27,600,000 | 25,780,220 | 10,761,468 | 27,600,000 | 15,758,710 | |||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 27,600,000 | 27,600,000 | 10,761,468 | 25,780,220 | 15,758,710 | |||||||||||||
Earnings Per Share, Basic | $ (0.41) | $ (0.01) | $ (0.11) | $ (0.69) | ||||||||||||||
Earnings Per Share, Diluted | $ (0.41) | $ (0.11) | $ (0.01) | $ 0 | $ (0.69) | |||||||||||||
Class A common stock subject to possible redemption | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||||||
Balance Sheet as of December 31, 2020 (audited) | ||||||||||||||||||
Class A common stock subject to possible redemption. | $ 276,028,675 | $ 276,033,447 | $ 276,028,675 | $ 276,033,447 | $ 276,033,447 | |||||||||||||
Issued and Outstanding | 27,600,000 | 27,600,000 | 27,600,000 | 27,600,000 | 27,600,000 | |||||||||||||
Common Stock Not Subject to Redemption | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||||||
Statement of Operations | ||||||||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 7,559,767 | |||||||||||||||||
Class B common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||||||
Balance Sheet as of December 31, 2020 (audited) | ||||||||||||||||||
Common stock, $0.0001 par value - 48,595,723 and 44,217,112 shares authorized at December 31, 2020 and 2019, respectively; 2,155,490 and 2,144,651 shares issued and outstanding at December 31, 2020 and 2019, respectively | $ 690 | $ 690 | $ 690 | $ 690 | $ 690 | |||||||||||||
Statement of Operations | ||||||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 6,900,000 | 6,840,659 | 6,350,917 | 6,900,000 | 6,513,871 | |||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 6,900,000 | 6,900,000 | 6,350,917 | 6,840,659 | 6,513,871 | |||||||||||||
Earnings Per Share, Basic | $ (0.41) | $ 0 | $ (0.01) | $ (0.11) | $ (0.69) | |||||||||||||
Earnings Per Share, Diluted | $ (0.41) | $ (0.11) | $ (0.010) | $ (0.01) | $ (0.69) | |||||||||||||
As Previously Reported | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||||||
Balance Sheet as of December 31, 2020 (audited) | ||||||||||||||||||
Class A common stock subject to possible redemption. | 240,972,620 | 245,061,587 | 230,374,604 | $ 245,554,779 | 240,972,620 | $ 245,554,779 | 245,554,779 | $ 230,374,604 | 230,374,604 | $ 244,996,570 | ||||||||
Common stock, $0.0001 par value - 48,595,723 and 44,217,112 shares authorized at December 31, 2020 and 2019, respectively; 2,155,490 and 2,144,651 shares issued and outstanding at December 31, 2020 and 2019, respectively | 352 | 311 | 457 | 305 | 352 | 305 | 305 | 457 | 457 | 310 | ||||||||
Additional paid-in capital | 9,695,811 | 5,606,885 | 20,293,722 | 5,113,699 | 9,695,811 | 5,113,699 | 5,113,699 | 20,293,722 | 20,293,722 | 5,671,903 | ||||||||
Accumulated deficit | (4,696,850) | (607,876) | (15,294,860) | (114,691) | (4,696,850) | (114,691) | (114,691) | (15,294,860) | (15,294,860) | (672,901) | ||||||||
Total stockholders' equity (deficit) | $ 5,000,003 | $ 5,000,010 | $ 5,000,009 | $ 5,000,003 | $ 5,000,003 | $ 5,000,003 | $ 5,000,003 | $ 5,000,009 | $ 5,000,009 | $ 5,000,002 | ||||||||
Issued and Outstanding | 24,084,470 | 24,493,884 | 23,034,669 | 24,547,683 | 24,084,470 | 24,547,683 | 24,547,683 | 23,034,669 | 23,034,669 | 24,499,657 | ||||||||
Statement of Changes in Shareholders' Equity (Deficit | ||||||||||||||||||
Sale of 27,600,000 Units, net of underwriting discounts | $ 249,366,073 | $ 249,366,073 | ||||||||||||||||
Class A common stock subject to possible redemption | $ (4,088,967) | $ (14,686,983) | (245,554,775) | (230,374,604) | ||||||||||||||
Total shareholders' equity (deficit) | $ 5,000,003 | 5,000,010 | $ 5,000,009 | $ 5,000,003 | $ 5,000,003 | 5,000,003 | $ 5,000,003 | 5,000,009 | $ 5,000,009 | $ 5,000,002 | ||||||||
Statement of Cash Flows | ||||||||||||||||||
Initial classification of Class A common stock subject to possible redemption | 244,996,570 | 244,996,570 | ||||||||||||||||
Change in value of Class A common stock subject to possible redemption | $ 14,686,983 | $ 10,598,016 | $ 558,209 | $ (14,621,966) | ||||||||||||||
As Previously Reported | Class A common stock subject to possible redemption | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||||||
Statement of Operations | ||||||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 24,493,884 | 23,034,669 | 23,768,307 | 24,499,657 | 24,524,620 | |||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 24,493,884 | 23,034,669 | 23,768,307 | 24,499,657 | 24,524,620 | |||||||||||||
As Previously Reported | Common Stock Not Subject to Redemption | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||||||
Statement of Operations | ||||||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 10,006,116 | 11,465,331 | 10,731,693 | 7,559,767 | 8,269,814 | |||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 10,006,116 | 11,465,331 | 10,731,693 | 7,559,767 | 8,269,814 | |||||||||||||
Earnings Per Share, Basic | $ (0.41) | $ 1.28 | $ 0.99 | $ (0.02) | $ (1.85) | |||||||||||||
Earnings Per Share, Diluted | $ (0.41) | $ 1.28 | $ 0.99 | $ (0.02) | $ (1.85) | |||||||||||||
Adjustment | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||||||
Balance Sheet as of December 31, 2020 (audited) | ||||||||||||||||||
Class A common stock subject to possible redemption. | $ 35,073,977 | $ 31,026,725 | 45,658,843 | 30,532,860 | $ 35,073,977 | $ 30,532,860 | 30,532,860 | $ 45,658,843 | 45,658,843 | 31,003,430 | ||||||||
Common stock, $0.0001 par value - 48,595,723 and 44,217,112 shares authorized at December 31, 2020 and 2019, respectively; 2,155,490 and 2,144,651 shares issued and outstanding at December 31, 2020 and 2019, respectively | (352) | (311) | (457) | (305) | (352) | (305) | (305) | (457) | (457) | (310) | ||||||||
Additional paid-in capital | (9,695,811) | (5,606,885) | (20,293,722) | (5,113,699) | (9,695,811) | (5,113,699) | (5,113,699) | (20,293,722) | (20,293,722) | (5,671,903) | ||||||||
Accumulated deficit | (25,377,814) | (25,419,529) | (25,364,664) | (25,418,856) | (25,377,814) | (25,418,856) | (25,418,856) | (25,364,664) | (25,364,664) | (25,331,217) | ||||||||
Total stockholders' equity (deficit) | $ (35,073,977) | $ (31,026,725) | $ (45,658,843) | $ (30,532,860) | $ (35,073,977) | $ (30,532,860) | $ (30,532,860) | $ (45,658,843) | $ (45,658,843) | $ (31,003,430) | ||||||||
Issued and Outstanding | 3,515,530 | 3,106,116 | 4,565,331 | 3,052,317 | 3,515,530 | 3,052,317 | 3,052,317 | 4,565,331 | 4,565,331 | 3,100,343 | ||||||||
Statement of Changes in Shareholders' Equity (Deficit | ||||||||||||||||||
Sale of 27,600,000 Units, net of underwriting discounts | $ (249,366,073) | $ (249,366,073) | ||||||||||||||||
Class A common stock subject to possible redemption | $ 4,088,967 | $ 14,686,983 | 245,554,775 | 230,374,604 | ||||||||||||||
Accretion for Class A ordinary share subject to redemption amount | 41,715 | (54,865) | (26,721,566) | (26,721,566) | ||||||||||||||
Total shareholders' equity (deficit) | $ (35,073,977) | (31,026,725) | $ (45,658,843) | $ (30,532,860) | $ (35,073,977) | (30,532,860) | $ (30,532,860) | (45,658,843) | $ (45,658,843) | $ (31,003,430) | ||||||||
Statement of Cash Flows | ||||||||||||||||||
Initial classification of Class A common stock subject to possible redemption | 31,003,430 | 31,003,430 | ||||||||||||||||
Change in value of Class A common stock subject to possible redemption | $ (14,598,671) | $ (10,551,419) | $ (470,570) | $ 14,655,413 | ||||||||||||||
Adjustment | Class A common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||||||
Statement of Operations | ||||||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 27,600,000 | 27,600,000 | 27,600,000 | 10,761,468 | 15,758,710 | |||||||||||||
Earnings Per Share, Basic | $ 0.43 | $ 0.31 | $ (0.01) | $ (0.69) | ||||||||||||||
Earnings Per Share, Diluted | $ 0.43 | $ 0.31 | $ (0.01) | $ (0.69) | ||||||||||||||
Adjustment | Class A common stock subject to possible redemption | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||||||
Statement of Operations | ||||||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | (24,493,884) | (23,034,669) | (23,768,307) | (24,499,657) | (24,524,620) | |||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | (23,034,669) | (23,768,307) | (24,499,657) | (24,524,620) | ||||||||||||||
Adjustment | Common Stock Not Subject to Redemption | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||||||
Statement of Operations | ||||||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | (10,006,116) | (11,465,331) | (10,731,693) | (7,559,767) | (8,269,814) | |||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | (10,006,116) | (11,465,331) | (10,731,693) | (8,269,814) | ||||||||||||||
Earnings Per Share, Basic | $ 0.41 | $ (1.28) | $ (0.99) | $ 0.02 | $ 1.85 | |||||||||||||
Earnings Per Share, Diluted | $ 0.41 | $ (1.28) | $ (0.99) | $ 0.02 | $ 1.85 | |||||||||||||
Adjustment | Class B common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||||||
Statement of Operations | ||||||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 6,900,000 | 6,900,000 | 6,900,000 | 6,350,917 | 6,513,871 | |||||||||||||
Earnings Per Share, Basic | $ (0.59) | $ 0.43 | $ 0.31 | $ (0.01) | $ (0.69) | |||||||||||||
Earnings Per Share, Diluted | $ (0.59) | $ 0.43 | $ 0.31 | $ (0.01) | $ (0.69) | |||||||||||||
As Restated | ||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||||||
Minimum net tangible assets | $ 5,000,001 | |||||||||||||||||
As Restated | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||||||
Balance Sheet as of December 31, 2020 (audited) | ||||||||||||||||||
Class A common stock subject to possible redemption. | $ 276,046,597 | $ 276,088,312 | 276,033,447 | 276,087,639 | $ 276,046,597 | $ 276,087,639 | 276,087,639 | $ 276,033,447 | 276,033,447 | 276,000,000 | ||||||||
Accumulated deficit | (30,074,664) | (26,027,405) | (40,659,524) | (25,533,547) | (30,074,664) | (25,533,547) | (25,533,547) | (40,659,524) | (40,659,524) | (26,004,118) | ||||||||
Total stockholders' equity (deficit) | $ (30,073,974) | $ (26,026,715) | $ (40,658,834) | $ (25,532,857) | $ (30,073,974) | $ (25,532,857) | $ (25,532,857) | $ (40,658,834) | $ (40,658,834) | $ (26,003,428) | ||||||||
Issued and Outstanding | 27,600,000 | 27,600,000 | 27,600,000 | 27,600,000 | 27,600,000 | 27,600,000 | 27,600,000 | 27,600,000 | 27,600,000 | 27,600,000 | ||||||||
Statement of Changes in Shareholders' Equity (Deficit | ||||||||||||||||||
Accretion for Class A ordinary share subject to redemption amount | $ 41,715 | $ (54,865) | $ (26,721,566) | $ (26,721,566) | ||||||||||||||
Total shareholders' equity (deficit) | $ (30,073,974) | (26,026,715) | $ (40,658,834) | $ (25,532,857) | $ (30,073,974) | (25,532,857) | $ (25,532,857) | (40,658,834) | $ (40,658,834) | $ (26,003,428) | ||||||||
Statement of Cash Flows | ||||||||||||||||||
Initial classification of Class A common stock subject to possible redemption | 276,000,000 | 276,000,000 | ||||||||||||||||
Change in value of Class A common stock subject to possible redemption | $ 88,312 | $ 46,597 | $ 87,639 | $ 33,447 | ||||||||||||||
As Restated | Class A common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||||||
Statement of Operations | ||||||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 27,600,000 | 27,600,000 | 27,600,000 | 10,761,468 | 15,758,710 | |||||||||||||
Earnings Per Share, Basic | $ 0.43 | $ 0.31 | $ (0.01) | $ (0.69) | ||||||||||||||
Earnings Per Share, Diluted | $ 0.43 | $ 0.31 | $ (0.01) | |||||||||||||||
As Restated | Class B common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||||||
Statement of Operations | ||||||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 6,900,000 | 6,900,000 | 6,900,000 | 6,350,917 | 6,513,871 | |||||||||||||
Earnings Per Share, Basic | $ (0.59) | $ 0.43 | $ 0.31 | $ (0.01) | $ (0.69) | |||||||||||||
Earnings Per Share, Diluted | $ (0.59) | $ 0.43 | $ 0.31 | $ (0.01) | $ (0.69) |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Unrecognized tax benefits | $ 281,000 | $ 281,000 | $ 3,000 | ||
U.S. Federal income tax provision expense at statutory rate | 21.00% | 21.00% | 21.00% | 21.00% | |
Anti-dilutive securities attributable to warrants (in shares) | 25,197,113 | 29,723,780 | 25,064,547 | 20,462,397 | |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||||
Cash equivalents | $ 0 | 0 | $ 0 | ||
Unrecognized tax benefits | 0 | 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | 0 | ||
U.S. Federal income tax provision expense at statutory rate | 21.00% | ||||
Anti-dilutive securities attributable to warrants (in shares) | 21,320,000 | 21,320,000 | |||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | 250,000 | ||
Gross proceeds | 276,000,000 | ||||
Proceeds allocated to Public Warrants | (11,454,000) | (11,454,000) | |||
Ordinary shares issuance costs | (15,179,927) | (15,179,714) | |||
Ordinary shares subject to possible redemption, beginning | 276,033,447 | ||||
Accretion of carrying value to redemption value | (4,772) | (26,667,374) | |||
Ordinary shares subject to possible redemption, ending | $ 276,028,675 | $ 276,033,447 | $ 276,033,447 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - ordinary shares reflected in the condensed consolidated balance sheets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Proceeds from issuance of redeemable convertible preferred stock (net of issuance costs of $0 and $330, respectively) | $ 48,815,000 | $ 48,815,000 | $ 49,158,000 | |||||||
Plus :Accretion of carrying value to redemption value | $ 139,237,000 | $ 6,568,000 | 11,372,000 | $ (10,400,000) | ||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||
Proceeds from issuance of redeemable convertible preferred stock (net of issuance costs of $0 and $330, respectively) | $ 276,000,000 | |||||||||
Proceeds allocated to Public Warrants | (11,454,000) | (11,454,000) | ||||||||
Ordinary shares issuance costs | (15,179,927) | (15,179,714) | ||||||||
Plus :Accretion of carrying value to redemption value | $ (17,922) | $ (41,715) | $ 54,865 | $ 54,192 | $ 26,721,566 | 26,667,374 | ||||
Class A common stock subject to possible redemption, 25,000,000 shares at redemption value | $ 276,028,675 | $ 276,033,447 | $ 276,028,675 | $ 276,033,447 | $ 276,033,447 |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: Net Loss minus Net Earnings | ||||||||||||||
Net income (loss) | $ (74,055,000) | $ (11,965,000) | $ (25,905,000) | $ (22,964,000) | ||||||||||
Net loss attributable to common stockholders | $ (213,577,000) | $ (19,000,000) | $ (37,844,000) | $ (12,564,000) | ||||||||||
Denominator: Weighted Average Non-redeemable common Stock | ||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 | ||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 | ||||||||||
Earnings Per Share, Basic | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) | ||||||||||
Earnings Per Share, Diluted | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) | ||||||||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||||||||
Numerator Earnings allocable to Class A common stock subject to possible redemption | ||||||||||||||
Interest earned on marketable securities held in trust account | $ 174,810 | |||||||||||||
Less: interest available to be withdrawn for payment of taxes | (146,895) | |||||||||||||
Net income attributable to Class A common stock subject to possible redemption | $ 27,915 | |||||||||||||
Denominator Weighted Average Class A common stock subject to possible redemption | ||||||||||||||
Temporary Equity, Weighted Average Number of Shares Outstanding, Basic | 24,524,620 | |||||||||||||
Temporary Equity, Weighted Average Number of Shares Outstanding, Diluted | 24,524,620 | |||||||||||||
Temporary Equity, Earnings Per Share, Basic | $ 0 | |||||||||||||
Temporary Equity, Earnings Per Share, Diluted | $ 0 | $ 0 | ||||||||||||
Numerator: Net Loss minus Net Earnings | ||||||||||||||
Net income (loss) | $ (1,000) | $ (1,000) | $ (14,255,408) | $ (4,088,974) | $ 14,686,984 | $ (15,180,169) | $ (113,691) | $ 0 | $ (114,691) | $ (3,657,398) | $ (15,294,860) | |||
Net income allocable to Class A common stock subject to possible redemption | (27,915) | |||||||||||||
Net loss attributable to common stockholders | $ (15,322,775) | |||||||||||||
Denominator: Weighted Average Non-redeemable common Stock | ||||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 8,269,814 | |||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 8,269,814 | |||||||||||||
Earnings Per Share, Basic | $ (1.85) | |||||||||||||
Earnings Per Share, Diluted | $ (1.85) |
SUMMARY OF SIGNIFICANT ACCOU_14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - calculation of basic and diluted net income (loss) per common share ( (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||||||||
Allocation of net income (loss), as adjusted | $ (213,577,000) | $ (19,000,000) | $ (37,844,000) | $ (12,564,000) | ||||
Denominator : | ||||||||
Weighted Average Number of Shares Outstanding, Basic | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 | ||||
Weighted Average Number of Shares Outstanding, Diluted | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 | ||||
Earnings Per Share, Basic | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) | ||||
Earnings Per Share, Diluted | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) | ||||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||
Numerator: | ||||||||
Allocation of net income (loss), as adjusted | $ (15,322,775) | |||||||
Denominator : | ||||||||
Weighted Average Number of Shares Outstanding, Basic | 8,269,814 | |||||||
Weighted Average Number of Shares Outstanding, Diluted | 8,269,814 | |||||||
Earnings Per Share, Basic | $ (1.85) | |||||||
Earnings Per Share, Diluted | $ (1.85) | |||||||
Class A common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||
Numerator: | ||||||||
Allocation of net income (loss), as adjusted | $ (11,404,326) | $ (89,850) | $ (72,126) | $ (2,925,918) | $ (10,821,703) | |||
Denominator : | ||||||||
Weighted Average Number of Shares Outstanding, Basic | 27,600,000 | 25,780,220 | 10,761,468 | 27,600,000 | 15,758,710 | |||
Weighted Average Number of Shares Outstanding, Diluted | 27,600,000 | 27,600,000 | 10,761,468 | 25,780,220 | 15,758,710 | |||
Earnings Per Share, Basic | $ (0.41) | $ (0.01) | $ (0.11) | $ (0.69) | ||||
Earnings Per Share, Diluted | $ (0.41) | $ (0.11) | $ (0.01) | $ 0 | $ (0.69) | |||
Class B common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||||
Numerator: | ||||||||
Allocation of net income (loss), as adjusted | $ (2,851,082) | $ (23,841) | $ (42,565) | $ (731,480) | $ (4,473,157) | |||
Denominator : | ||||||||
Weighted Average Number of Shares Outstanding, Basic | 6,900,000 | 6,840,659 | 6,350,917 | 6,900,000 | 6,513,871 | |||
Weighted Average Number of Shares Outstanding, Diluted | 6,900,000 | 6,900,000 | 6,350,917 | 6,840,659 | 6,513,871 | |||
Earnings Per Share, Basic | $ (0.41) | $ 0 | $ (0.01) | $ (0.11) | $ (0.69) | |||
Earnings Per Share, Diluted | $ (0.41) | $ (0.11) | $ (0.010) | $ (0.01) | $ (0.69) |
PUBLIC OFFERING (Details)_2
PUBLIC OFFERING (Details) - CAPSTAR SPECIAL PURPOSE ACQUISITION CORP - $ / shares | Jul. 07, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | 27,600,000 | 27,600,000 | ||
Number of shares issuable per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | 27,600,000 | 27,600,000 | 27,600,000 | |
Price per share | $ 10 | $ 10 | ||
Number of shares in a unit | 1 | 1 | ||
Number of warrants in a unit | 0.5 | 0.5 | ||
Number of shares issuable per warrant | 1 | 1 | ||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of Units, net of underwriting discounts (in shares) | 3,600,000 | 3,600,000 | 3,600,000 |
PRIVATE PLACEMENT (Details)_2
PRIVATE PLACEMENT (Details) - USD ($) | Jul. 07, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued upon warrants exercised | 522,009 | 522,009 | 478,828 | ||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued upon warrants exercised | 7,520,000 | ||||
Price of warrants | $ 1 | ||||
Aggregate purchase price | $ 7,520,000 | $ 7,520,000 | $ 0 | $ 7,520,000 | |
Number of shares per warrant | 1 | ||||
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Jul. 01, 2020D$ / sharesshares | Feb. 26, 2020USD ($)shares | Mar. 31, 2020USD ($) | Mar. 31, 2020USD ($) |
Related Party Transaction [Line Items] | ||||
Aggregate purchase price | $ | $ 25,000 | $ 25,000 | ||
Founder Shares | Sponsor | Class B common stock | ||||
Related Party Transaction [Line Items] | ||||
Issuance of Class B common stock to Sponsor (in shares) | 5,750,000 | |||
Aggregate purchase price | $ | $ 25,000 | |||
Share dividend | 1,150,000 | |||
Aggregate number of shares owned | 6,900,000 | |||
Shares subject to forfeiture | 900,000 | |||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - _3
RELATED PARTY TRANSACTIONS - Additional Information (Details) - CAPSTAR SPECIAL PURPOSE ACQUISITION CORP - USD ($) | Jul. 07, 2020 | Jul. 01, 2020 | Feb. 14, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Jul. 28, 2021 | Mar. 03, 2021 | Feb. 14, 2021 |
Related Party Transaction [Line Items] | ||||||||||
Repayment of promissory note - related party | $ 150,000 | $ 0 | $ 150,000 | |||||||
Loans for working capital purpose | $ 4,000,000 | |||||||||
Promissory Note with Related Party | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Maximum borrowing capacity of related party promissory note | $ 250,000 | $ 250,000 | ||||||||
Repayment of promissory note - related party | $ 140,000 | $ 150,000 | ||||||||
Administrative Support Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses per month | $ 10,000 | |||||||||
Expenses incurred | $ 30,000 | 90,000 | ||||||||
Research and development, including related party expenses | 60,000 | |||||||||
Account payable and accrued expense related to related party | 10,000 | 10,000 | ||||||||
Related Party Loans | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Maximum Loans Convertible Into Warrants | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||
Price of warrants (in dollars per share) | $ 1 | $ 1 | $ 1 | |||||||
Loans for working capital purpose | $ 1,500,000 | |||||||||
Sponsor Loan | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Aggregate amount of loan | $ 4,000,000 | |||||||||
Amount outstanding | $ 0 | $ 0 | ||||||||
Subsequent Events. | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Loans for working capital purpose | $ 1,500,000 |
COMMITMENTS (Details)_2
COMMITMENTS (Details) - CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Sep. 30, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Jul. 07, 2020USD ($) | Jul. 01, 2020item |
Maximum Number Of Demands For Registration Of Securities | item | 3 | |||
Deferred Fee Per Unit | $ / shares | $ 0.35 | $ 0.35 | ||
Deferred underwriting fee payable | $ | $ 9,660,000 | $ 9,660,000 | $ 9,660,000 |
COMMITMENTS - Additional Inform
COMMITMENTS - Additional Information (Details) | Nov. 08, 2021USD ($)shares | Jul. 19, 2021USD ($)$ / sharesshares | Sep. 30, 2021$ / shares | Dec. 31, 2020$ / shares | Feb. 26, 2020$ / shares | Dec. 31, 2019$ / shares |
Subsequent Event [Line Items] | ||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Class A common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||
Subsequent Event [Line Items] | ||||||
Ordinary shares, par value | 0.0001 | 0.0001 | $ 0.0001 | |||
Class B common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||
Subsequent Event [Line Items] | ||||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Gelesis | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||
Subsequent Event [Line Items] | ||||||
Ordinary shares, par value | $ 0.0001 | |||||
Implied equity value | $ | $ 900,000,000 | |||||
Conversion ratio of CPSR Class A or CPSR Class B to CPSR Share | 1 | |||||
Trading price for future vesting threshold of the first third | $ 12.50 | |||||
Trading price for future vesting threshold of the second third | 15 | |||||
Trading price for future vesting threshold of the third portion | $ 17.50 | |||||
Number of trading days within specified period that share price must exceed | 20 days | |||||
Consecutive trading days used to evaluate share price | 30 days | |||||
Threshold period before share price condition commences | 5 years | |||||
Number of pro rata portion of restricted earn out CPSR shares will be received by each holder of common stock, options and warrants | shares | 15,000,000 | |||||
Gelesis | Class A common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||
Subsequent Event [Line Items] | ||||||
Ordinary shares, par value | $ 0.0001 | |||||
Gelesis | Class B common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||
Subsequent Event [Line Items] | ||||||
Ordinary shares, par value | 0.0001 | |||||
Subsequent Events. | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||
Subsequent Event [Line Items] | ||||||
Trading price for future vesting threshold of the first third | 20 | |||||
Trading price for future vesting threshold of the second third | $ 20 | |||||
Number of trading days within specified period that share price must exceed | 30 days | |||||
Threshold period before share price condition commences | 20 days | |||||
Subsequent Events. | Gelesis | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||
Subsequent Event [Line Items] | ||||||
Implied equity value | $ | $ 675,000,000 | |||||
Trading price for future vesting threshold of the first third | $ 12.50 | |||||
Trading price for future vesting threshold of the second third | 15 | |||||
Trading price for future vesting threshold of the third portion | $ 17.50 | |||||
Number of trading days within specified period that share price must exceed | 20 days | |||||
Consecutive trading days used to evaluate share price | 30 days | |||||
Threshold period before share price condition commences | 5 years | |||||
Number of pro rata portion of restricted earn out CPSR shares will be received by each holder of common stock, options and warrants | shares | 23,483,250 | |||||
Subsequent Events. | Gelesis | Maximum | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||
Subsequent Event [Line Items] | ||||||
Implied equity value | $ | $ 675,000,000 | |||||
Number of pro rata portion of restricted earn out CPSR shares will be received by each holder of common stock, options and warrants | shares | 23,483,250 | |||||
Subsequent Events. | Gelesis | Minimum | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||
Subsequent Event [Line Items] | ||||||
Implied equity value | $ | $ 900,000,000 | |||||
Number of pro rata portion of restricted earn out CPSR shares will be received by each holder of common stock, options and warrants | shares | 15,000,000 | |||||
Subsequent Events. | Gelesis | Class A common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||
Subsequent Event [Line Items] | ||||||
Additional number of earn out shares | shares | 1,983,750 | |||||
Subsequent Events. | Sponsor | Gelesis | Class B common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||||||
Subsequent Event [Line Items] | ||||||
Number of pro rata portion of restricted earn out CPSR shares will be received by each holder of common stock, options and warrants | shares | 1,983,750 |
STOCKHOLDERS' DEFICIT - Prefe_2
STOCKHOLDERS' DEFICIT - Preferred Stock Shares (Details) - CAPSTAR SPECIAL PURPOSE ACQUISITION CORP - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
STOCKHOLDERS' DEFICIT - Commo_2
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details) | Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Feb. 26, 2020Vote$ / sharesshares | Dec. 31, 2019$ / sharesshares | Apr. 30, 2019shares |
Class of Stock [Line Items] | |||||
Ordinary shares, shares authorized | 48,595,723 | 48,595,723 | 44,217,112 | ||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Ordinary shares, shares issued | 2,166,330 | 2,155,490 | 2,144,651 | ||
Ordinary shares, shares outstanding | 2,166,330 | 2,155,490 | 2,144,651 | ||
Redeemable convertible preferred stock, shares issued | 409,574 | ||||
Class A common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||||
Class of Stock [Line Items] | |||||
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | ||||
Ordinary shares, shares issued | 0 | 0 | |||
Ordinary shares, shares outstanding | 0 | 0 | |||
Redeemable convertible preferred stock, shares issued | 27,600,000 | ||||
Redeemable convertible preferred stock, shares outstanding | 27,600,000 | ||||
Class B common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||||
Class of Stock [Line Items] | |||||
Ordinary shares, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, votes per share | Vote | 1 | ||||
Ordinary shares, shares issued | 6,900,000 | 6,900,000 | |||
Ordinary shares, shares outstanding | 6,900,000 | 6,900,000 | |||
Threshold conversion ratio of stock | 20.00% | 20.00% |
Warrants (Details)_2
Warrants (Details) | 9 Months Ended | 11 Months Ended | |
Sep. 30, 2021D$ / sharesshares | Dec. 31, 2020Ditem$ / sharesshares | Jun. 30, 2019 | |
Class of Warrant or Right [Line Items] | |||
Public Warrants expiration term | 30 days | ||
Warrants on common stock | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
Class of Warrant or Right [Line Items] | |||
Public Warrants exercisable term after the completion of a business combination | 30 days | 30 days | |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | 12 months | |
Public Warrants expiration term | 5 years | 5 years | |
Threshold period for filling registration statement after business combination | 15 days | 15 days | |
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis | 60 days | 60 days | |
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination | $ 9.20 | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60.00% | 60.00% | |
Threshold trading days for calculating Market Value | 20 | 20 | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | 115.00% | |
Adjustment two of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | 180.00% | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days | |
Warrants on common stock | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
Class of Warrant or Right [Line Items] | |||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | D | 30 | 30 | |
Threshold trading days for redemption of public warrants | D | 20 | 20 | |
Threshold number of business days before sending notice of redemption to warrant holders | 3 | 3 | |
Redemption period | 30 days | 30 days | |
Private Placement Warrants | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | shares | 7,520,000 | 7,520,000 | |
Public Warrants | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | shares | 13,800,000 | 13,800,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
Liabilities: | ||
Warrant liabilities | $ 32,386,148 | $ 30,101,808 |
Fair Value, Recurring [Member] | ||
Assets: | ||
Cash and marketable securities held in Trust Account | 23,998,000 | |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Assets: | ||
Cash and marketable securities held in Trust Account | 23,998,000 | |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
Assets: | ||
Cash and marketable securities held in Trust Account | 276,178,675 | 276,209,453 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Public Warrants | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
Liabilities: | ||
Warrant liabilities | 12,006,000 | 19,458,000 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants | CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | ||
Liabilities: | ||
Warrant liabilities | $ 20,380,148 | $ 10,643,808 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | Sep. 30, 2021item | Dec. 31, 2020item | Jul. 07, 2020$ / shares |
Risk free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 1.02 | 0.47 | |
Expected term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 5.25 | 5.76 | |
Expected dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0 | 0 | |
Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | item | 13.5 | 19 | |
Exercise price of warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 11.50 | 11.50 | |
Unit Price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 9.92 | 10.15 | |
Fair Value, Inputs, Level 3 [Member] | Risk free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.39 | ||
Fair Value, Inputs, Level 3 [Member] | Expected dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0 | ||
Fair Value, Inputs, Level 3 [Member] | Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 10 | ||
Fair Value, Inputs, Level 3 [Member] | Exercise price of warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | $ / shares | 11.50 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - CAPSTAR SPECIAL PURPOSE ACQUISITION CORP - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Tranche rights liability, beginning balance | $ 30,101,808 | $ 30,101,808 | |||
Change in fair value of warrant liability | $ 12,406,208 | ||||
Tranche rights liability, ending balance | 30,101,808 | ||||
Private Placement Warrants | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Tranche rights liability, beginning balance | $ 6,793,384 | $ 5,370,784 | 10,643,808 | 10,643,808 | |
Change in fair value of warrant liability | 13,586,764 | 1,422,600 | (5,273,024) | 4,402,208 | |
Tranche rights liability, ending balance | $ 20,380,148 | $ 6,793,384 | 5,370,784 | 20,380,148 | 10,643,808 |
Public Warrants | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Tranche rights liability, beginning balance | $ 19,458,000 | $ 19,458,000 | |||
Change in fair value of warrant liability | 8,004,000 | ||||
Tranche rights liability, ending balance | $ 19,458,000 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - CAPSTAR SPECIAL PURPOSE ACQUISITION CORP - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair value assets transferred into (out of) level 3 | $ 0 | |
Fair value of Private Placement Warrants | $ 2.71 | $ 1.42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||||||
Cash and cash equivalents | $ 32,022 | $ 48,144 | $ 35,774 | |||
Marketable securities | 0 | 23,998 | ||||
Accounts receivable, including due from related party of $0 and $63, respectively | 184 | 818 | ||||
Grants receivable | 8,792 | 8,116 | 605 | |||
Inventories | 9,444 | 5,122 | 771 | |||
Prepaid expenses and other current assets | 12,347 | 6,677 | 2,929 | |||
Total current assets | 62,789 | 92,875 | 40,079 | |||
Property and equipment, net | 58,144 | 46,895 | 12,818 | |||
Operating lease right-of-us assets | 2,023 | 2,167 | 2,561 | |||
Intangible assets, net | 16,247 | 17,947 | 20,214 | $ 21,347 | ||
Other assets, including due from related party of $4,026 and $3,853, respectively | 9,051 | 3,959 | 3,294 | |||
Total assets | 148,254 | 163,843 | 78,966 | |||
Current liabilities: | ||||||
Accounts payable, including due to related party of $93 and $66, respectively | 10,675 | 8,322 | 3,916 | |||
Accrued expenses and other current liabilities, including due to related party of $109 and $2,931 respectively | 20,312 | 7,320 | 7,002 | |||
Deferred income | 34,193 | 624 | 52 | |||
Operating lease liabilities | 474 | 421 | 386 | |||
Notes payable | 1,419 | 254 | 192 | |||
Warrant liabilities | 17,457 | 581 | 653 | |||
Tranche rights liability | 310 | |||||
Total current liabilities | 84,530 | 17,522 | 12,511 | |||
Deferred income | 8,711 | 8,276 | 29 | |||
Operating lease liabilities | 1,592 | 1,780 | 2,191 | |||
Notes payable, including due to related party of $18,396 and $0, respectively | 36,394 | 34,002 | 3,702 | |||
Warrant liability | 11,518 | 15,343 | ||||
Other long-term liabilities, including due to related party of $2,040 and $7,457, respectively | 5,202 | 11,729 | 10,361 | |||
Total liabilities | 136,429 | 84,827 | 44,137 | |||
Commitments and contingencies (Note 19) | ||||||
Stockholders' deficit: | ||||||
Common stock, $0.0001 par value - 48,595,723 and 44,217,112 shares authorized at December 31, 2020 and 2019, respectively; 2,155,490 and 2,144,651 shares issued and outstanding at December 31, 2020 and 2019, respectively | 1 | 1 | 1 | |||
Additional paid-in capital | (111,141) | 23,907 | 26,248 | |||
Accumulated other comprehensive income | 372 | 938 | 111 | |||
Accumulated deficit | (246,124) | (171,784) | (145,423) | |||
Total stockholders' deficit | (356,892) | (146,938) | $ (134,274) | (119,063) | $ (111,413) | |
Total liabilities, noncontrolling interest, redeemable convertible preferred stock and stockholders' deficit | 148,254 | 163,843 | 78,966 | |||
Noncontrolling Interest | ||||||
Redeemable convertible preferred stock, $0.0001 par value - authorized 19,957,625 and 19,004,145 shares at December 31, 2020 and 2019, respectively | ||||||
Redeemable convertible preferred stock | 12,021 | 12,429 | 11,788 | |||
Series A-1 | ||||||
Redeemable convertible preferred stock, $0.0001 par value - authorized 19,957,625 and 19,004,145 shares at December 31, 2020 and 2019, respectively | ||||||
Redeemable convertible preferred stock | 7,113 | 6,176 | 6,176 | 6,176 | 6,176 | |
Series A-2 | ||||||
Redeemable convertible preferred stock, $0.0001 par value - authorized 19,957,625 and 19,004,145 shares at December 31, 2020 and 2019, respectively | ||||||
Redeemable convertible preferred stock | 3,033 | 3,033 | 3,033 | 3,033 | 3,033 | |
Series A-3 | ||||||
Redeemable convertible preferred stock, $0.0001 par value - authorized 19,957,625 and 19,004,145 shares at December 31, 2020 and 2019, respectively | ||||||
Redeemable convertible preferred stock | 7,460 | 4,463 | 4,463 | 4,463 | 4,463 | |
Series A-4 | ||||||
Redeemable convertible preferred stock, $0.0001 par value - authorized 19,957,625 and 19,004,145 shares at December 31, 2020 and 2019, respectively | ||||||
Redeemable convertible preferred stock | 2,602 | 2,602 | 2,466 | 2,466 | 2,466 | |
Series A-5 | ||||||
Redeemable convertible preferred stock, $0.0001 par value - authorized 19,957,625 and 19,004,145 shares at December 31, 2020 and 2019, respectively | ||||||
Redeemable convertible preferred stock | 49,151 | 24,991 | 24,645 | 24,536 | 27,719 | |
Series Growth | ||||||
Redeemable convertible preferred stock, $0.0001 par value - authorized 19,957,625 and 19,004,145 shares at December 31, 2020 and 2019, respectively | ||||||
Redeemable convertible preferred stock | 63,381 | 32,763 | 32,198 | 31,500 | 35,587 | |
Series 2 Growth | ||||||
Redeemable convertible preferred stock, $0.0001 par value - authorized 19,957,625 and 19,004,145 shares at December 31, 2020 and 2019, respectively | ||||||
Redeemable convertible preferred stock | 59,223 | 30,684 | 30,370 | 30,370 | $ 22,024 | |
Series 3 Growth | ||||||
Redeemable convertible preferred stock, $0.0001 par value - authorized 19,957,625 and 19,004,145 shares at December 31, 2020 and 2019, respectively | ||||||
Redeemable convertible preferred stock | $ 164,733 | $ 108,813 | $ 105,234 | $ 51,348 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Jun. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Apr. 30, 2019 | Dec. 31, 2018 | Feb. 28, 2018 | Dec. 31, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Aug. 31, 2013 | Jun. 30, 2012 | May 31, 2011 | Apr. 30, 2011 |
Accounts receivable, due from related party | $ 0 | $ 63 | $ 0 | |||||||||||||||
Other assets, due from related party | 4,026 | 3,853 | 0 | |||||||||||||||
Accounts payable, due to related party | 19 | 93 | 66 | |||||||||||||||
Accrued expenses and other current liabilities, due to related party | 64 | 109 | 2,931 | |||||||||||||||
Notes payable, due to related party | 17,383 | 18,396 | 0 | |||||||||||||||
Other long-term liabilities, due to related party | $ 2,040 | $ 7,457 | $ 5,274 | |||||||||||||||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Redeemable convertible preferred stock, shares authorized | 19,957,625 | 19,957,625 | 19,004,145 | |||||||||||||||
Redeemable convertible preferred stock, shares issued | 409,574 | |||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common stock, shares authorized | 48,595,723 | 48,595,723 | 44,217,112 | |||||||||||||||
Common stock, shares issued | 2,166,330 | 2,155,490 | 2,144,651 | |||||||||||||||
Common stock, shares outstanding | 2,166,330 | 2,155,490 | 2,144,651 | |||||||||||||||
Series A-1 | ||||||||||||||||||
Redeemable convertible preferred stock, shares authorized | 1,711,755 | 1,711,755 | 1,711,755 | |||||||||||||||
Redeemable convertible preferred stock, shares designated | 1,711,755 | 1,711,755 | 1,711,755 | |||||||||||||||
Redeemable convertible preferred stock, shares issued | 1,689,193 | 52,222 | 1,636,971 | 1,636,971 | 1,636,971 | |||||||||||||
Redeemable convertible preferred stock, shares outstanding | 1,689,193 | 1,636,971 | 1,636,971 | 1,636,971 | 1,636,971 | |||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 7,505 | $ 7,273 | $ 7,273 | |||||||||||||||
Series A-2 | ||||||||||||||||||
Redeemable convertible preferred stock, shares authorized | 1,161,254 | 1,161,254 | 1,161,254 | |||||||||||||||
Redeemable convertible preferred stock, shares designated | 1,161,254 | 1,161,254 | 1,161,254 | |||||||||||||||
Redeemable convertible preferred stock, shares issued | 1,161,254 | 1,161,254 | 1,161,254 | 409,440 | ||||||||||||||
Redeemable convertible preferred stock, shares outstanding | 1,161,254 | 1,161,254 | 1,161,254 | 1,161,254 | 1,161,254 | |||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 3,030 | $ 3,030 | $ 3,030 | |||||||||||||||
Series A-3 | ||||||||||||||||||
Redeemable convertible preferred stock, shares authorized | 1,730,874 | 1,730,874 | 1,730,874 | |||||||||||||||
Redeemable convertible preferred stock, shares designated | 1,730,874 | 1,730,874 | 1,730,874 | |||||||||||||||
Redeemable convertible preferred stock, shares issued | 1,730,874 | 1,492,685 | 1,492,685 | 1,017,648 | ||||||||||||||
Redeemable convertible preferred stock, shares outstanding | 1,730,874 | 1,492,685 | 1,492,685 | 1,492,685 | 1,492,685 | |||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 5,188 | $ 4,474 | $ 4,474 | |||||||||||||||
Series A-4 | ||||||||||||||||||
Redeemable convertible preferred stock, shares authorized | 2,159,022 | 2,159,022 | 2,159,022 | |||||||||||||||
Redeemable convertible preferred stock, shares designated | 2,159,022 | 2,159,022 | 2,159,022 | |||||||||||||||
Redeemable convertible preferred stock, shares issued | 1,450,529 | 1,450,529 | 1,439,352 | 1,439,352 | ||||||||||||||
Redeemable convertible preferred stock, shares outstanding | 1,450,529 | 1,450,529 | 1,439,352 | 1,439,352 | 1,439,352 | |||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 4,347 | $ 5,473 | $ 5,430 | |||||||||||||||
Series A-5 | ||||||||||||||||||
Redeemable convertible preferred stock, shares authorized | 1,977,114 | 1,977,114 | 1,977,114 | |||||||||||||||
Redeemable convertible preferred stock, shares designated | 1,977,114 | 1,977,114 | 1,977,114 | |||||||||||||||
Redeemable convertible preferred stock, shares issued | 1,977,114 | 1,977,114 | 1,977,114 | 33,949 | 1,450,265 | |||||||||||||
Redeemable convertible preferred stock, shares outstanding | 1,977,114 | 1,977,114 | 1,977,114 | 1,977,114 | 1,977,114 | |||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 24,539 | $ 24,536 | $ 24,536 | |||||||||||||||
Series Growth | ||||||||||||||||||
Redeemable convertible preferred stock, shares authorized | 2,538,274 | 2,538,274 | 2,538,274 | |||||||||||||||
Redeemable convertible preferred stock, shares designated | 2,538,274 | 2,538,274 | 2,538,274 | |||||||||||||||
Redeemable convertible preferred stock, shares issued | 2,538,274 | 2,538,274 | 2,538,274 | 2,538,274 | ||||||||||||||
Redeemable convertible preferred stock, shares outstanding | 2,538,274 | 2,538,274 | 2,538,274 | 2,538,274 | 2,538,274 | |||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 31,500 | $ 31,500 | $ 31,500 | |||||||||||||||
Series 2 Growth | ||||||||||||||||||
Redeemable convertible preferred stock, shares authorized | 2,370,803 | 2,370,803 | 2,370,803 | |||||||||||||||
Redeemable convertible preferred stock, shares designated | 2,370,803 | 2,370,803 | 2,370,803 | |||||||||||||||
Redeemable convertible preferred stock, shares issued | 2,370,803 | 2,370,803 | 2,370,803 | 409,574 | 1,561,280 | |||||||||||||
Redeemable convertible preferred stock, shares outstanding | 2,370,803 | 2,370,803 | 2,370,803 | 2,370,803 | 1,570,909 | |||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 30,370 | $ 30,370 | $ 30,370 | |||||||||||||||
Series 3 Growth | ||||||||||||||||||
Redeemable convertible preferred stock, shares authorized | 6,308,529 | 6,308,529 | 5,355,049 | |||||||||||||||
Redeemable convertible preferred stock, shares designated | 6,308,529 | 6,308,529 | 5,355,049 | |||||||||||||||
Redeemable convertible preferred stock, shares issued | 5,818,895 | 5,818,895 | 868,558 | 1,158,077 | 818,990 | 2,973,270 | ||||||||||||
Redeemable convertible preferred stock, shares outstanding | 5,818,895 | 5,818,895 | 5,818,895 | 2,973,270 | ||||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 100,492 | $ 150,768 | $ 77,037 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||||
Total revenue, net | $ 8,293 | $ 19,243 | $ 21,442 | ||
Operating expenses: | |||||
Costs of goods sold | 7,584 | 708 | 2,414 | ||
Selling, general and administrative, including related party expenses of $614 and $625, respectively | 50,642 | 18,157 | 28,870 | $ 16,460 | |
Research and development, including related party expenses of $272 and $249, respectively | 13,206 | 10,954 | 16,115 | 13,619 | |
Amortization of intangible assets | $ 1,133 | 1,700 | 1,700 | 2,267 | 1,133 |
Total operating expenses | 73,132 | 31,519 | 49,666 | 31,212 | |
Loss from operations | (64,839) | (12,276) | (28,224) | (31,212) | |
Change in the fair value of convertible promissory notes | (1,215) | ||||
Change in the fair value of warrants | (9,282) | (950) | (1,466) | 3,538 | |
Change in fair value of tranche rights liability | 256 | 256 | (418) | ||
Interest expense, net | (949) | (134) | (432) | (193) | |
Other income, net | 1,032 | 3,631 | 6,000 | 1,132 | |
Loss before income taxes | (74,038) | (9,729) | (23,866) | (28,368) | |
Provision for (benefit from) income taxes | 17 | 2,236 | 2,039 | (5,404) | |
Net loss | (74,055) | (11,965) | (25,905) | (22,964) | |
Accretion of redeemable convertible preferred stock to redemption value | (139,237) | (6,568) | (11,372) | 10,400 | |
Accretion of noncontrolling interest put option to redemption value | (285) | (467) | (567) | ||
Net loss attributable to common stockholders | $ (213,577) | $ (19,000) | $ (37,844) | $ (12,564) | |
Not loss per share attributable to common stockholders - basic | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) | |
Net loss per share attributable to common stockholders - diluted | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) | |
Weighted average common shares outstanding - basic | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 | |
Weighted average common shares outstanding - diluted | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 | |
Product revenue | |||||
Revenue: | |||||
Total revenue, net | $ 8,293 | $ 509 | $ 2,708 | ||
Licensing revenue | |||||
Revenue: | |||||
Total revenue, net | $ 18,734 | $ 18,734 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product revenue | ||||
Product revenue, net from related party | $ 103 | $ 0 | $ 63 | $ 0 |
Selling, General and Administrative Expenses | ||||
Selling, general and administrative, including related party expenses | 369 | 362 | 614 | 625 |
Research And Development | ||||
Research and development, including related party expenses | $ 182 | $ 194 | $ 272 | $ 249 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Net loss | $ (74,055) | $ (11,965) | $ (25,905) | $ (22,964) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (566) | 350 | 828 | 111 |
Unrealized loss on marketable securities | (1) | |||
Total other comprehensive (loss) income | (566) | 350 | 827 | 111 |
Comprehensive loss | $ (74,621) | $ (11,615) | $ (25,078) | $ (22,853) |
CONSOLIDATED STATEMENTS OF NONC
CONSOLIDATED STATEMENTS OF NONCONTROLLING INTEREST, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Common stock | Additional Paid-in CapitalCumulative effect, period of adoption, adjusted balance | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated DeficitCumulative effect, period of adoption, adjusted balance | Accumulated Deficit | Noncontrolling Interest | Series A-1 | Series A-2 | Series A-3 | Series A-4 | Series A-5 | Series Growth | Series 2 Growth | Series 3 Growth | Total |
Balance at beginning (in shares) at Dec. 31, 2018 | 1,636,971 | 1,161,254 | 1,492,685 | 1,439,352 | 1,977,114 | 2,538,274 | 1,570,909 | |||||||||
Balance at beginning at Dec. 31, 2018 | $ 6,176 | $ 3,033 | $ 4,463 | $ 2,466 | $ 27,719 | $ 35,587 | $ 22,024 | |||||||||
Issuance of redeemable convertible preferred stock, and extinguishment of tranche rights liability | 12,807 | $ 50,017 | ||||||||||||||
Accretion of senior preferred stock to redemption value | $ 10,400 | $ (3,183) | $ (4,087) | $ (4,461) | $ 1,331 | $ 10,400 | ||||||||||
Balance at ending (in shares) at Dec. 31, 2019 | 1,636,971 | 1,161,254 | 1,492,685 | 1,439,352 | 1,977,114 | 2,538,274 | 2,370,803 | 2,973,270 | ||||||||
Balance at ending at Dec. 31, 2019 | $ 6,176 | $ 3,033 | $ 4,463 | $ 2,466 | $ 24,536 | $ 31,500 | $ 30,370 | $ 51,348 | ||||||||
Balance at beginning (in shares) at Dec. 31, 2018 | 2,115,840 | |||||||||||||||
Balance at beginning at Dec. 31, 2018 | $ 1 | 11,045 | $ (122,459) | (111,413) | ||||||||||||
Exercise/Issuance of warrants (in shares) | 28,811,000 | |||||||||||||||
Stock based compensation expense | 4,803 | 4,803 | ||||||||||||||
Net loss | (22,964) | (22,964) | ||||||||||||||
Foreign currency translation gain | $ 111 | 111 | ||||||||||||||
Balance at ending (in shares) at Dec. 31, 2019 | 2,144,651 | |||||||||||||||
Balance at ending at Dec. 31, 2019 | $ 1 | 26,248 | 111 | (145,423) | (119,063) | |||||||||||
Issuance of redeemable convertible preferred stock, and extinguishment of tranche rights liability (in shares) | 799,894,000 | 2,973,270 | ||||||||||||||
Issuance of redeemable convertible preferred stock, and extinguishment of tranche rights liability | $ 48,125 | |||||||||||||||
Accretion of senior preferred stock to redemption value | 6,568 | $ (109) | $ (698) | $ (5,761) | 6,568 | |||||||||||
Balance at ending (in shares) at Sep. 30, 2020 | 1,636,971 | 1,161,254 | 1,492,685 | 1,439,352 | 1,977,114 | 2,538,274 | 2,370,803 | 5,818,895 | ||||||||
Balance at ending at Sep. 30, 2020 | $ 11,788 | $ 6,176 | $ 3,033 | $ 4,463 | $ 2,466 | $ 24,645 | $ 32,198 | $ 30,370 | $ 105,234 | |||||||
Stock based compensation expense | 3,427 | 3,427 | ||||||||||||||
Net loss | (11,965) | (11,965) | ||||||||||||||
Foreign currency translation gain | 350 | (28) | 350 | |||||||||||||
Noncontrolling interest, net of issuance costs of $406 | 11,349 | |||||||||||||||
Exercise of share-based awards (in shares) | 10,839 | |||||||||||||||
Accretion of noncontrolling interest put option to redemption value | 467 | (467) | 467 | |||||||||||||
Balance at ending (in shares) at Sep. 30, 2020 | 2,155,490 | |||||||||||||||
Balance at ending at Sep. 30, 2020 | $ 1 | $ (111) | 23,008 | 461 | $ 111 | (157,744) | (134,274) | |||||||||
Balance at beginning (in shares) at Dec. 31, 2019 | 1,636,971 | 1,161,254 | 1,492,685 | 1,439,352 | 1,977,114 | 2,538,274 | 2,370,803 | 2,973,270 | ||||||||
Balance at beginning at Dec. 31, 2019 | $ 6,176 | $ 3,033 | $ 4,463 | $ 2,466 | $ 24,536 | $ 31,500 | $ 30,370 | $ 51,348 | ||||||||
Issuance of redeemable convertible preferred stock, and extinguishment of tranche rights liability | 48,125 | |||||||||||||||
Accretion of senior preferred stock to redemption value | (11,372) | $ 455 | $ 1,263 | $ 314 | $ 9,340 | (11,372) | ||||||||||
Balance at ending (in shares) at Dec. 31, 2020 | 1,636,971 | 1,161,254 | 1,492,685 | 1,450,529 | 1,977,114 | 2,538,274 | 2,370,803 | 5,818,895 | ||||||||
Balance at ending at Dec. 31, 2020 | 12,429 | $ 6,176 | $ 3,033 | $ 4,463 | $ 2,602 | $ 24,991 | $ 32,763 | $ 30,684 | $ 108,813 | |||||||
Balance at beginning (in shares) at Dec. 31, 2019 | 2,144,651 | |||||||||||||||
Balance at beginning at Dec. 31, 2019 | $ 1 | 26,248 | 111 | (145,423) | (119,063) | |||||||||||
Exercise/Issuance of warrants | 4,322 | $ 136 | 4,322 | |||||||||||||
Exercise/Issuance of warrants (in shares) | 11,177 | |||||||||||||||
Stock based compensation expense | $ 4,808 | 4,808 | ||||||||||||||
Net loss | (25,905) | (25,905) | ||||||||||||||
Foreign currency translation gain | 828 | 513 | $ 828 | |||||||||||||
Noncontrolling interest, net of issuance costs of $406 | 11,349 | |||||||||||||||
Exercise of share-based awards (in shares) | 10,839 | 12,000 | 12,000 | |||||||||||||
Accretion of noncontrolling interest put option to redemption value | (567) | 567 | $ (567) | |||||||||||||
Unrealized loss on marketable securities | (1) | (1) | ||||||||||||||
Balance at ending (in shares) at Dec. 31, 2020 | 2,155,490 | |||||||||||||||
Balance at ending at Dec. 31, 2020 | $ 1 | (111) | $ 23,907 | 938 | 111 | (171,784) | (146,938) | |||||||||
Balance at ending (in shares) at Sep. 30, 2020 | 1,636,971 | 1,161,254 | 1,492,685 | 1,439,352 | 1,977,114 | 2,538,274 | 2,370,803 | 5,818,895 | ||||||||
Balance at ending at Sep. 30, 2020 | 11,788 | $ 6,176 | $ 3,033 | $ 4,463 | $ 2,466 | $ 24,645 | $ 32,198 | $ 30,370 | $ 105,234 | |||||||
Balance at ending (in shares) at Sep. 30, 2020 | 2,155,490 | |||||||||||||||
Balance at ending at Sep. 30, 2020 | $ 1 | (111) | 23,008 | 461 | 111 | (157,744) | (134,274) | |||||||||
Balance at ending (in shares) at Dec. 31, 2020 | 1,636,971 | 1,161,254 | 1,492,685 | 1,450,529 | 1,977,114 | 2,538,274 | 2,370,803 | 5,818,895 | ||||||||
Balance at ending at Dec. 31, 2020 | 12,429 | $ 6,176 | $ 3,033 | $ 4,463 | $ 2,602 | $ 24,991 | $ 32,763 | $ 30,684 | $ 108,813 | |||||||
Balance at ending (in shares) at Dec. 31, 2020 | 2,155,490 | |||||||||||||||
Balance at ending at Dec. 31, 2020 | $ 1 | (111) | 23,907 | 938 | 111 | (171,784) | (146,938) | |||||||||
Balance at ending (in shares) at Sep. 30, 2020 | 1,636,971 | 1,161,254 | 1,492,685 | 1,439,352 | 1,977,114 | 2,538,274 | 2,370,803 | 5,818,895 | ||||||||
Balance at ending at Sep. 30, 2020 | 11,788 | $ 6,176 | $ 3,033 | $ 4,463 | $ 2,466 | $ 24,645 | $ 32,198 | $ 30,370 | $ 105,234 | |||||||
Balance at ending (in shares) at Sep. 30, 2020 | 2,155,490 | |||||||||||||||
Balance at ending at Sep. 30, 2020 | $ 1 | (111) | 23,008 | 461 | 111 | (157,744) | (134,274) | |||||||||
Issuance of redeemable convertible preferred stock, and extinguishment of tranche rights liability (in shares) | 2,845,625 | |||||||||||||||
Balance at ending (in shares) at Dec. 31, 2020 | 1,636,971 | 1,161,254 | 1,492,685 | 1,450,529 | 1,977,114 | 2,538,274 | 2,370,803 | 5,818,895 | ||||||||
Balance at ending at Dec. 31, 2020 | 12,429 | $ 6,176 | $ 3,033 | $ 4,463 | $ 2,602 | $ 24,991 | $ 32,763 | $ 30,684 | $ 108,813 | |||||||
Balance at ending (in shares) at Dec. 31, 2020 | 2,155,490 | |||||||||||||||
Balance at ending at Dec. 31, 2020 | $ 1 | (111) | 23,907 | 938 | 111 | (171,784) | (146,938) | |||||||||
Issuance of redeemable convertible preferred stock, and extinguishment of tranche rights liability (in shares) | 2,845,625 | |||||||||||||||
Balance at beginning (in shares) at Dec. 31, 2020 | 1,636,971 | 1,161,254 | 1,492,685 | 1,450,529 | 1,977,114 | 2,538,274 | 2,370,803 | 5,818,895 | ||||||||
Balance at beginning at Dec. 31, 2020 | 12,429 | $ 6,176 | $ 3,033 | $ 4,463 | $ 2,602 | $ 24,991 | $ 32,763 | $ 30,684 | $ 108,813 | |||||||
Accretion of senior preferred stock to redemption value | 139,237 | $ (24,160) | $ (30,618) | $ (28,539) | $ (55,920) | 139,237 | ||||||||||
Balance at ending (in shares) at Sep. 30, 2021 | 1,689,193 | 1,161,254 | 1,730,874 | 1,450,529 | 1,977,114 | 2,538,274 | 2,370,803 | 5,818,895 | ||||||||
Balance at ending at Sep. 30, 2021 | 12,021 | $ 7,113 | $ 3,033 | $ 7,460 | $ 2,602 | $ 49,151 | $ 63,381 | $ 59,223 | $ 164,733 | |||||||
Balance at beginning (in shares) at Dec. 31, 2020 | 2,155,490 | |||||||||||||||
Balance at beginning at Dec. 31, 2020 | $ 1 | $ (111) | 23,907 | 938 | $ 111 | (171,784) | (146,938) | |||||||||
Stock based compensation expense | 4,180 | 4,180 | ||||||||||||||
Net loss | (74,055) | (74,055) | ||||||||||||||
Foreign currency translation gain | (566) | (693) | (566) | |||||||||||||
Exercise of share-based awards (in shares) | 10,840 | |||||||||||||||
Accretion of noncontrolling interest put option to redemption value | 285 | (285) | 285 | |||||||||||||
Balance at ending (in shares) at Sep. 30, 2021 | 2,166,330 | |||||||||||||||
Balance at ending at Sep. 30, 2021 | $ 1 | (111,141) | 372 | (246,124) | (356,892) | |||||||||||
Balance at ending (in shares) at Sep. 30, 2021 | 1,689,193 | 1,161,254 | 1,730,874 | 1,450,529 | 1,977,114 | 2,538,274 | 2,370,803 | 5,818,895 | ||||||||
Balance at ending at Sep. 30, 2021 | $ 12,021 | $ 7,113 | $ 3,033 | $ 7,460 | $ 2,602 | $ 49,151 | $ 63,381 | $ 59,223 | $ 164,733 | |||||||
Balance at ending (in shares) at Sep. 30, 2021 | 2,166,330 | |||||||||||||||
Balance at ending at Sep. 30, 2021 | $ 1 | $ (111,141) | $ 372 | $ (246,124) | $ (356,892) |
CONSOLIDATED STATEMENTS OF NO_2
CONSOLIDATED STATEMENTS OF NONCONTROLLING INTEREST, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock issuance costs | $ 406 | $ 406 | |
Warrant liability | 1,466 | $ (3,538) | |
Series 2 Growth | |||
Extinguishment of tranche rights liability | 2,560 | ||
Series 3 Growth | |||
Extinguishment of tranche rights liability | 365 | ||
Stock issuance costs | 329 | 329 | 289 |
Warrant liability | $ 744 | $ 744 | $ 677 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (25,905) | $ (22,964) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization | 2,267 | 1,133 |
Depreciation | 512 | 462 |
Stock-based compensation | 4,808 | 4,803 |
Unrealized gain on foreign currency transactions | (589) | (162) |
Interest on convertible notes | 134 | |
Accretion on marketable securities | (6) | |
Amortization/accretion on long-term assets and liabilities, net | (4) | |
Change in the fair value of warrants | 1,466 | (3,538) |
Loss on change in estimated fair value of convertible promissory notes | 1,215 | |
Gain on extinguishment of debt | (297) | |
Gain on extinguishment of preferred stock warrant | (157) | |
(Gain) loss on change in estimated fair value of tranche rights | (256) | 418 |
Deferred tax benefit on intangible asset (see Note 9) | 1,810 | (5,783) |
Changes in operating assets and liabilities: | ||
Account receivables | (729) | |
Grants receivable | (6,779) | (205) |
Prepaid expenses and other current assets | (3,281) | (1,740) |
Inventories | (3,928) | (769) |
Other assets | (3,583) | (1,183) |
Accounts payable | 4,102 | 1,277 |
Accrued expenses and other current liabilities | 151 | 866 |
Deferred income | 8,242 | (69) |
Other long-term liabilities | 165 | 1,993 |
Net cash used in operating activities | (21,991) | (24,112) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (32,212) | (10,487) |
Acquisition of intangible asset (see Note 11) | (4,374) | |
Purchases of marketable securities | (23,993) | |
Net cash provided by (used in) investing activities | (56,205) | (14,861) |
Cash flows from financing activities: | ||
Principle repayment of notes payable | (192) | (198) |
Proceeds from issuance of convertible promissory notes to stockholders | 10,800 | |
Proceeds from issuance of promissory notes (net of issuance costs of $751 and $102, respectively) | 28,939 | 3,026 |
Proceeds from issuance of redeemable convertible preferred stock (net of issuance costs of $329 and $289, respectively) | 48,815 | 49,158 |
Proceeds from exercise of share-based awards | 12 | |
Proceeds from issuance of noncontrolling interest | 11,349 | |
Net cash provided by financing activities | 88,923 | 62,786 |
Effect of exchange rates on cash | 1,643 | 57 |
Net (decrease) increase in cash | 12,370 | 23,870 |
Cash and cash equivalents at beginning of year | 35,774 | 11,904 |
Cash and cash equivalents at end of year | 48,144 | 35,774 |
Noncash investing and financing activities: | ||
Acquisition of intangible asset included in accrued expense, warrant liabilities and long-term liabilities (see Note 11) | 12,821 | |
Purchases of property and equipment included in accounts payable and accrued expense | 1,818 | 1,592 |
Conversion of convertible promissory notes and accrued interest into redeemable convertible preferred stock | 12,148 | |
Supplemental cash flow information: | ||
Right-of-use assets acquired under operating leases | 2,802 | |
Interest paid on notes payable | $ 274 | $ 4 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 31, 2013 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | |||||
Payments of issuance costs for issuance of promissory notes | $ 207,000 | $ 14,000 | $ 751,000 | $ 102,000 | |
Issuance costs | $ 11,000,000 | $ 0 | $ 330,000 | $ 329,000 | $ 289,000 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Nature of the Business and Basis of Presentation | ||
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Nature of Business Gelesis, Inc., or the Company, is a commercial stage biotechnology company incorporated in 2006 under the laws of the State of Delaware. The Company is developing therapeutics to induce weight loss in overweight and obese adults. Since its inception, the Company has devoted substantially all of its efforts to business planning, licensing technology, research and development, commercial activities, recruiting management and technical staff and raising capital and has financed its operations through the issuance of redeemable convertible preferred and common stock, a license and collaboration agreement, long-term loans, convertible bridge note financings, and government grants. The Company currently manufactures and sells a novel superabsorbent hydrogel commercially known as Plenity ® ® 2 ® ® In July 2021, the Company (“Gelesis”) entered into a business combination Agreement with Capstar Special Purpose Acquisition Corp. (“CPSR”), a special purpose acquisition company. Pursuant to this business combination agreement, a subsidiary of CPSR will merge with and into Gelesis, with Gelesis as the surviving entity in the business combination. After giving effect to the business combination, Gelesis will be a wholly-owned subsidiary of CPSR(“New Gelesis”). The business combination is subject to the approval by stockholders of CPSR, among other customary terms and conditions as well as the satisfaction of certain closing conditions. The merger is anticipated to close in the fourth quarter of 2021 and upon closing, the combined company’s securities are expected to be traded on the New York Stock Exchange under the symbol “GLS”. If consummated, the business combination will be accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States. Under this method of accounting, CPSR has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the existing Gelesis’ stockholders comprising a relative majority of the voting power of the combined company, the Gelesis’ operations prior to the acquisition comprising the only ongoing operations of New Gelesis, the majority of New Gelesis’ board of directors appointment by Gelesis, and existing Gelesis’ senior management comprising a majority of the senior management of New Gelesis. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the consolidated financial statements of Gelesis with the business combination being treated as the equivalent of Gelesis issuing stock for the net assets of CPSR, accompanied by a recapitalization. The net assets of CPRS will be stated at historical costs, with no goodwill or other intangible assets recorded. Going Concern The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has a history of incurring substantial operating losses and has financed its operations in recent years primarily from the issuance of redeemable convertible preferred stock, promissory notes, government grants and collaborations and licensing arrangements. The Company expects such operating losses and negative cash flows from operations will continue in 2021 and its cash on hand will only be sufficient to meet the Company’s obligations into the first quarter of 2022 prior to considerations for any additional funding. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will need to raise additional capital in future periods to fund its operations. The Company will seek to raise necessary funds through a combination of public or private equity offerings, debt financings, strategic collaborations and licensing arrangements, government grants, or other financing mechanisms. The Company’s ability to fund the completion of its ongoing and planned clinical studies, as well as its regulatory and commercial efforts, may be substantially dependent upon whether the Company can obtain sufficient funding at acceptable terms. If adequate sources of funding are not available to the Company, the Company may be required to delay, reduce or eliminate research and development programs, reduce or eliminate commercialization efforts, and reduce its headcount. Additionally, the Company is subject to risks common to companies in the biotechnology industry, including but not limited to, risks of failure of the full- scope product commercialization in targeted markets, clinical trials and preclinical studies, the impact of COVID-19 pandemic on the Company’s supply chain and results of operations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, development by competitors of technological innovations. | 1. Nature of the Business and Basis of Presentation Nature of Business Gelesis, Inc., or the Company, is a commercial stage biotechnology company incorporated in 2006 under the laws of the State of Delaware. The Company is developing therapeutics to induce weight loss in overweight and obese patients. Since its inception, the Company has devoted substantially all of its efforts to business planning, licensing technology, research and development, commercial activities, recruiting management and technical staff and raising capital and has financed its operations through the issuance of redeemable convertible preferred and common stock, a license and collaboration agreement, long-term loans, convertible bridge note financings, and government grants. The Company currently manufactures and markets a novel superabsorbent hydrogel commercially known as Plenity ® ® 2 ® ® In July 2021, the Company (“Gelesis”) entered into a business combination Agreement with Capstar Special Purpose Acquisition Corp. (“CPSR”), a special purpose acquisition company. Pursuant to this business combination agreement, a subsidiary of CPSR is expected to merge with and into Gelesis, with Gelesis as the surviving entity in the business combination and Capstar ceasing to exist. The business combination is subject to the approval by stockholders of each company, among other customary terms and conditions (See Note 22 — Subsequent Events). Going Concern The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has a history of incurring substantial operating losses and has financed its operations in recent years primarily from the issuance of redeemable convertible preferred stock, promissory notes, government grants and collaborations and licensing arrangements. The Company expects such operating losses and negative cash flows from operations will continue in 2021 and its cash on hand will be sufficient to meet the Company’s obligations through at least third quarter of 2021 prior to considerations for any additional funding. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will need to raise additional capital in future periods to fund its operations. The Company will seek to raise necessary funds through a combination of public or private equity offerings, debt financings, strategic collaborations and licensing arrangements, government grants, or other financing mechanisms. The Company’s ability to fund the completion of its ongoing and planned clinical studies, as well as its regulatory and commercial efforts, may be substantially dependent upon whether the Company can obtain sufficient funding at acceptable terms. If adequate sources of funding are not available to the Company, the Company may be required to delay, reduce or eliminate research and development programs, reduce or eliminate commercialization efforts, and reduce its headcount. Additionally, the Company is subject to risks common to companies in the biotechnology industry, including but not limited to, risks of failure of the full-scope product commercialization in targeted markets, clinical trials and preclinical studies, the impact of COVID-19 pandemic on the Company’s supply chain and results of operations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, development by competitors of technological innovations. |
Summary of Significant Accou_15
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company’s condensed consolidated financial statements are prepared in accordance with the U.S. Securities and Exchange Commission’s rules for the presentation of interim financial statements, which permit certain disclosures to be condensed or omitted. These financial statements should be read in conjunction with the Company’s annual financial statements for the years ended December 31, 2020. In the opinion of management, the accompanying interim financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2021, and its results of operations, statement of changes in redeemable convertible preferred stock and stockholder’s deficit and cash flows for the nine months ended September 30, 2021 and 2020. Operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The interim financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and related notes as of and for the year ended December 31, 2020. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The Company assesses the above estimates on an ongoing basis; however, actual results could materially differ from those estimates. Subsequent Event(s) The Company considers events or transactions that occur after the balance sheet date but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all events and transactions through the date these financial statements were filed with the Securities and Exchange Commission (“SEC”) or were available to be issued. Marketable Securities The Companies classifies all investment securities as available-for-sale, as the sale of such securities may be required prior to maturity. These investment securities are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive loss until realized. The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, as well as interest, are included in interest income. Realized gains and losses from sale of available- for-sale securities, if any, are determined on a specific identification basic and are also included in interest income. The Company reviews all available-for-sale securities at each period end to determine if they remain available-for-sale based on then current intent and ability to sell the security if it is required to do so. Marketable securities are subject to a periodic impairment review. The Company may recognize an impairment charge when a decline in the fair value of investments below the cost basis is determined to be other-than-temporary. The Company did not have any marketable securities deemed to be impaired as of September 30, 2021 and December 31, 2020. Fair Value of Financial Instruments The guidance in FASB ASC 820, Fair Value Measurements and Disclosures Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. The Company’s tranche rights liability, preferred stock warrants, and call option liability (see Note 11) are recorded at fair value on a recurring basis. The carrying amount of accounts receivable, grants receivable, accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The carrying amount of notes payable is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described below (see Note 3). Preferred Stock Warrant Liability: shares issuable under the warrants, and because all of the redeemable convertible preferred stock warrants are exercisable for preferred shares. Redeemable convertible preferred stock warrants are initially recorded at fair value, with gains and losses arising from subsequent changes in fair value recognized in the consolidated statements of operations at each period end while such instruments are outstanding. The Company measures fair value of redeemable convertible preferred stock warrants using a Black-Scholes option pricing model (see Note 11). Tranche Rights Liability: Distinguishing Liabilities from Equity Noncontrolling Interests: Accounts Receivable The Company extends credit to customers based upon contractual terms or its evaluation of the customer’s financial condition. Customer accounts receivable are stated at amounts due net of applicable discounts and other contractual adjustments as well as an allowance for doubtful accounts. The Company assesses the need for an allowance for doubtful accounts based upon currently expected credit losses (“CECL”) by considering a number of factors, including the length of time trade accounts receivable are past due, the customer’s ability to pay its obligation and the condition of the general economy and the industry as a whole. The Company will write off accounts receivable when the Company determines that they are uncollectible. The Company has not historically experienced any collection issues or significant credit losses. Based on historical receipts and collections history, management has determined that an allowance for doubtful accounts is not necessary as of September 30, 2021 and December 31, 2020. Recently Adopted Accounting Pronouncements Credit Losses In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). The FASB has subsequently issued amendments to ASU 2016-13, which have the same effective and transition date of fiscal years beginning after December 15, 2019 for SEC filers other than small reporting companies, and fiscal years beginning after December 15, 2022 for all other entities. These standards require that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establish additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, these standards now require allowances to be recorded instead of reducing the amortized cost of the investment. The Company adopted the new standard on January 1, 2021. The Company has completed the assessment of the standard based on the composition of its portfolio of financial instruments and current and forecasted economic conditions, performed its calculations for credit losses and established processes and internal controls that are required to comply with the new credit loss standard and related disclosure requirements. The adoption of this standard did not have a significant impact on the condensed consolidated financial position and results of operations. | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company consolidates those entities where it has a direct and indirect controlling financial interest based on either a variable interest model or voting interest model. The Company’s consolidated financial statements include the accounts of the Company, its two wholly-owned subsidiaries and a variable interest entity (“VIE”), Gelesis S.r.l., in which the Company has a controlling interest and is the primary beneficiary. The noncontrolling interest attributable to the Company’s VIE is presented as a separate component from stockholders’ deficit in the consolidated balance sheets and as a noncontrolling interest in the consolidated statements of noncontrolling interest, redeemable convertible preferred stock and stockholders’ deficit. All intercompany balances and transactions have been eliminated in consolidation. Under the variable interest model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and (ii) the obligations to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The consolidation status of a VIE may change as a result of such reassessments. Changes in consolidation status are applied prospectively in accordance with U.S. GAAP. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The Company assesses the above estimates on an ongoing basis; however, actual results could materially differ from those estimates. Subsequent Event(s) The Company considers events or transactions that occur after the balance sheet date but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all events and transactions through the date these financial statements were filed with the Securities and Exchange Commission (“SEC”) or were available to be issued. Fair Value of Financial Instruments The guidance in FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. The Company’s tranche rights liability, preferred stock warrants, and call option liability (see Note 11) are recorded at fair value on a recurring basis. The carrying amount of accounts receivable, grants receivable, accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The carrying amount of notes payable is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described below (see Note 3). Preferred Stock Warrant Liability: The Company has recorded redeemable convertible preferred stock warrants issued to investors as liabilities as the terms of the warrants are not fixed due to potential adjustments in the exercise price and/or the number of shares issuable under the warrants, and because all of the redeemable convertible preferred stock warrants are exercisable for preferred shares. Redeemable convertible preferred stock warrants are initially recorded at fair value, with gains and losses arising from subsequent changes in fair value recognized in the consolidated statements of operations at each period end while such instruments are outstanding. The Company measures fair value of redeemable convertible preferred stock warrants using a Black-Scholes option pricing model (see Note 11). Tranche Rights Liability: Distinguishing Liabilities from Equity Noncontrolling Interests: Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Cash equivalents, which consist of money market accounts purchased with original maturities of less than 90 days from the date of purchase, are stated at fair value. Marketable Securities The Companies classifies all investment securities as available-for-sale, as the sale of such securities may be required prior to maturity. These investment securities are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive loss until realized. The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, as well as interest, are included in interest income. Realized gains and losses from sale of available- for-sale securities, if any, are determined on a specific identification basic and are also included in interest income. The Company reviews all available-for-sale securities at each period end to determine if they remain available-for-sale based on then current intent and ability to sell the security if it is required to do so. Marketable securities are subject to a periodic impairment review. The Company may recognize an impairment charge when a decline in the fair value of investments below the cost basis is determined to be other-than-temporary. The Company did not have any marketable securities deemed to be impaired as of December 31, 2020 and did not have any marketable securities as of December 31, 2019. Accounts Receivable Accounts receivable are carried at the invoiced amount less an allowance for doubtful accounts. Doubtful accounts are provided for on the basis of anticipated collection losses, and the expense associated with the allowance for doubtful accounts is recognized as Selling, general and administrative expense. The estimated losses are determined from historical collection experience and a review of outstanding accounts receivable. A receivable is considered past due if the Company has not received payment within the stated payment terms. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. The Company has not historically experienced any significant credit losses. Based on historical receipts and collections history, management has determined that an allowance for doubtful accounts is not necessary as of December 31, 2020 or 2019. Government Grants The Company recognizes grants from governmental agencies in other income on the consolidated statement of operations, gross of the expenditures that were related to the underlying project being co-funded by the grant, when there is reasonable assurance that the Company will comply with the conditions attached to the grant arrangement and payments under the grant will be received. The Company evaluates the conditions of each individual grant as of each reporting period to ensure that the Company has reached reasonable assurance of meeting the conditions of each grant arrangement and that it is expected that the grant payment will be received as a result of meeting the necessary conditions. The Company has been awarded grants from government agencies in Italy for certain capital expenditures and expenses incurred for research and development work performed under specified programs conducted in Italy. The Company submits qualifying expenses and capital purchases for reimbursement under each specified program, which occurs after the Company has made the capital purchases and/or incurred the research and development costs. The Company records a grant receivable upon incurring such expenses, as approval and reimbursement are considered to be perfunctory once the qualifying program has been approved. Government grants are recognized in the consolidated statements of operations on a systematic basis over the periods in which the Company recognizes the related costs for which the government grant is intended to compensate. Specifically, grant income related to research and development costs is recognized as such expenses are incurred. Research and development costs that were incurred prior to the approval of a qualifying program are recognized as grant income immediately upon approval of the program by the grantor. Grant income related to qualifying capital purchases is recognized in proportion to the depreciation expense incurred on the underlying assets. Deferred income related to capital purchases for which grant income will be recognized beyond twelve months from the balance sheet date is classified as long-term deferred income on the consolidated balance sheets and amortized to other income, net, over the same life of the related asset. Inventory The Company manufactures its own super-absorbent hydrogels used in Plenity ® Inventories comprise raw materials, including raw materials for packaging components, work-in- process, and finished goods, which are goods that are available for sale. The Company states inventory at the lower of cost or net realizable value with the cost based on the first-in, first-out method. If the Company identifies excess, obsolete or unsalable items, it writes down its inventory to its net realizable value in the period in which the impairment is identified. These adjustments are recorded based upon various factors related to the product, including the level of product manufactured by the Company, the level of product in the distribution channel, current and projected demand, the expected shelf-life of the product and firm inventory purchase commitments. Significant shipping and handling costs incurred for inventory purchases are included in inventory and costs incurred for product shipments are recorded in cost of goods sold as incurred. The Company started capitalizing inventory upon its first approval of Plenity from the FDA in April 2019. Prior to that date, the Company expensed all costs incurred related to the manufacturing of Plenity as research and development expense because of the inherent risks associated with the development of a product candidate, the uncertainty about the regulatory approval process and the lack of history for the Company of regulatory approval. The Company as not capitalized inventory costs related to product candidates in its development programs to date. As of December 31, 2020, were no previously expensed Plenity inventory held by the Company. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations as incurred whereas major betterments are capitalized as additions to property and equipment. Depreciation and amortization begin at the time the asset is placed in service, and are recorded using the straight-line method over the estimated useful lives, as follows: Asset Category Useful Lives Computer equipment and software 1 – 3 years Laboratory and manufacturing equipment 2.5 – 8 years Leasehold improvements 5 – 10 years, or the remaining term of lease, if shorter Buildings and land improvements 18 – 20 years Land Not depreciated Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to the undiscounted expected future cash flows the assets are expected to generate and recognizes an impairment loss equal to the excess of the carrying value over the fair value of the related asset. For the years ended December 31, 2020 and 2019, there were no indicators of impairment. Intangible Assets Intangible assets with estimable useful lives, or definite-lived intangibles, are carried at cost and are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment upon certain triggering events. We routinely review the remaining estimated useful lives of definite-lived intangible assets. If we reduce the estimated useful life assumption, the remaining unamortized balance is amortized over the revised estimated useful life. Redeemable Convertible Preferred Stock The Company has classified redeemable convertible preferred stock as temporary equity in the consolidated balance sheets due to certain change in control clauses that are outside of the Company’s control, including liquidation, sale, or transfer of control of the Company, as holders of the redeemable convertible preferred stock could cause redemption of the shares in these situations. The Company accretes the carrying values of the classes of redeemable convertible preferred stock that are mandatorily redeemable to the redemption values. The Company does not accrete the carrying values of the classes of redeemable convertible preferred stock that are not mandatory redeemable to the redemption values since a liquidation event, sale, or transfer is not considered probable. Subsequent adjustments of the carrying values to the ultimate redemption values will be made only if and when it becomes probable that such a liquidation event will occur. Upon completion of a qualified initial public offering (“IPO”), as defined in the Company’s certificate of incorporation, the redeemable convertible preferred stock will automatically convert to common stock. Leases Effective January 2019, the Company determines if an arrangement is a lease at contract inception under ASC 842 — Leases . 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. The Company recognizes operating lease assets and liabilities at the commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. As the discount rate implicit in the leases was typically not readily determinable, the Company utilized the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. incremental borrowing rate (IBR). The Company has elected to apply the practical expedient to account for lease and non-lease components as a single lease component for new and modified leases commencing after adoption election. The Company has also elected not to recognize leases with an initial term of 12 months or less on the consolidated balance sheets, instead, those lease payments are recognized in the consolidated statements of operations on a straight-line basis over the lease term. Revenue Recognition Product Revenue The Company commercializes Plenity in the U.S. markets principally through synergistic partnerships with online pharmacies and telehealth providers, which in turn sell Plenity directly to patients based on prescriptions. Outside the U.S., the Company primarily seeks collaborations with strategic partners to market Plenity and obtain necessary regulatory approvals as necessary. Product revenue is recognized by the Company in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services when the customer obtains control of the product, which occurs at a point in time, typically when the product is received by the Company’s customers. Reserves for Variable Consideration Revenues from product sales are recorded as product revenue at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established and which result from discounts, returns, patient incentives and assistance and other allowances that are offered within contracts between the Company and its direct and indirect customers, including online pharmacies, telehealth providers, health care providers, and patients relating to the Company’s product sales. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (if the amount is payable to the customer) or a current liability (if the amount is payable to a party other than a customer). Where appropriate, these estimates take into consideration a range of possible outcomes that are probability-weighted for relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which the Company is entitled based on the terms of the contract(s). The amount of variable consideration that is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known. The Company has no plan to seek government or commercial payor reimbursements in the US or the overseas markets. Therefore, reserves for variable consideration do not contain any components related to government and payor rebates or chargebacks. Product Return The Company generally does not accept customer returns except for product quality related cases. The Company evaluates quality related returns and adjust the corresponding product warranty reserves and liabilities at least quarterly and at the end of each reporting period. License and Collaboration Revenues The Company recognizes revenue from product sales and collaboration arrangements in accordance with ASC 606, Revenue from Contracts with Customers Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available, and whether the goods or services are integral or dependent to other goods or services in the contract. For performance obligations which consist of the Company’s materials, shipping and distribution activities occur prior to the transfer of control of the Company’s materials and are considered activities to fulfill the Company’s promise to deliver goods to the customers. The Company has entered and anticipates to enter future license, collaboration and/or distribution agreements, which are within the scope of ASC 606, to manufacture and commercialize product(s). The terms of these agreements typically contain multiple promises or obligations, which may include: (i) manufacturing and supply of covered products, and (ii) regulatory support activities to be provided to the collaboration partner relating to the covered product(s). Payments to the Company under these agreements may include payments based upon the achievement of certain milestones and royalties on any resulting net product sales. The Company first evaluates collaboration arrangements to determine whether the arrangement (or part of the arrangement) represents a collaborative arrangement pursuant to ASC Topic 808, Collaborative Arrangements, progress. As of and for the two years ended December 31, 2020, there were no performance obligations to be satisfied over time for recognition purposes. Amounts received prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. Amounts recognized as revenue, but not yet received or invoiced are generally recognized as contract assets. Selling, General and Administrative Costs Selling, general and administrative costs are expensed as incurred. Selling, general and administrative costs include salaries and benefits, stock-based compensation expense, and costs of programs and infrastructure necessary for the general conduct of the Company’s business, including those incurred as a result of the commercialization of the Company’s products. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include payroll and personnel expense, consulting costs, external contract research and development expenses, as well as depreciation and utilities. Prepaid research and development costs are deferred and amortized over the service period, as the services are provided. Stock-Based Compensation Effective January 1, 2020, the Company accounts for all stock-based compensation awards granted to employees and non-employees in accordance with ASC 718, Compensation — Stock Compensation ● exercise price: In determining the exercise prices for options granted, the Board of Directors has considered the fair value of the common stock as of each grant date. The fair value of the common stock underlying the stock options has been determined by the Board of Directors at each award grant date based upon the estimated fair value of the Company’s common stock as determined by an independent third-party valuation firm. The specialists at this valuation firm considered a variety of factors including the Company’s financial position and historical financial performance, the status of technological developments within the Company’s products, the composition and ability of the current clinical and management team, an evaluation or benchmark of the Company’s competition, the current business climate in the marketplace, the illiquid nature of the common stock, arm’s length sales of the Company’s capital stock (including Series Preferred), the effect of the rights and preferences of the preferred stockholders, and the prospects of a liquidity event, among others. ● expected volatility: As the Company is a privately-owned company, there is not sufficient historical volatility for the expected term of the options. Therefore, the Company used an average historical share price volatility based on an analysis of reported data for a peer group of comparable companies for which historical information is available. For these analyses, the Company selects companies with comparable characteristics to itself including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock- based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its stock-based awards. The Company intends to consistently apply this process using representative companies until a sufficient amount of historical information regarding the volatility of its own share price becomes available; ● risk-free interest rate, which is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption; ● expected term, which is calculated using the simplified method, as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment, as the Company has insufficient historical information regarding its stock options to provide a basis for an estimate. Under this approach, the weighted-average expected life is presumed to be the average of the contractual term of ten years and the weighted-average vesting term of the stock options, taking into consideration multiple vesting tranches; ● dividend yield, which is zero based on the fact that the Company never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Prior to the adoption of Accounting Standards ASU No. 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Income Taxes The consolidated financial statements reflect provisions for federal, state, local and foreign income taxes. Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax basis of assets and liabilities using rates anticipated to be in effect when such temporary differences reverse. A change in tax rates is recognized in income in the period of the enactment date. A valuation allowance against net deferred tax assets is required if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company also assesses the probability that the positions taken or expected to be taken in its income tax returns will be sustained by taxing authorities. A “more likely than not” (more than 50%) recognition threshold must be met before a tax benefit can be recognized. Tax positions that are more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position, are reflected in the Company’s consolidated financial statements. Tax positions are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The difference between the benefit recognized for a position and the tax benefit claimed on a tax return is referred to as an unrecognized tax benefit. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. Foreign Currency Translation The financial statements of each of the Company’s subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars using period-end exchange rates for assets and liabilities, historical exchange rates for stockholders’ equity and weighted average exchange rates for operating results. Translation gains and losses are included in accumulated other comprehensive income (loss) in stockholders’ equity. Foreign currency transaction gains and losses are included in other (expense) income, net in the results of operations. Reclassifications Certain items in the prior year consolidated financial statements have been reclassified to conform to the current presentation. Concentrations of Credit Risk and Off -Balance-Sheet Risk The Company has no significant off-balance-sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash and cash equivalents, investments, accounts receivable and unbilled account receivables. The Company’s cash balances, trade receivables, and grants receivable subject the Company to significant concentrations of credit risk. Periodically, the Company maintains deposits in government insured financial institutions in excess of government insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash. The Company’s grants receivable are due from government agencies, which the Company believes to have high credit quality. The Company has a limited number of commercial customers. The Company monitors the creditworthiness of customers to whom it grants credit terms and has not experienced any credit losses. Earnings (Loss) per Share The Company computes basic earnings (loss) per share by dividing income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding. During periods of income, the Company allocates participating securities a proportional share of income determined by dividing total weighted average participating securities by the sum of the total weighted average common shares and participating securities (the “two-class method”). The Company’s restricted stock and various series of preferred stocks participate in dividends declared by the Company and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods of loss, the Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company. The Company computes diluted earnings (loss) per share after giving consideration to the dilutive effect of stock options and warrants that are outstanding during the period, except where such non-participating se |
Fair Value Measurements_2
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements | ||
Fair Value Measurements | 3. Fair Value Measurements Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of September 30, 2021 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Liabilities: Preferred stock warrants $ 17,457 $ — $ — $ 17,457 One SRL call option (see Note 11) 2,040 — — 2,040 Total liabilities measured at fair value $ 19,497 $ — $ — $ 19,497 Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Assets: Marketable securities $ 23,998 $ 23,998 $ — $ — Total assets measured at fair value $ 23,998 $ 23,998 $ — $ — Liabilities: Preferred stock warrants $ 12,099 $ — $ — $ 12,099 One SRL call option (see Note 11) 1,545 — — 1,545 Total liabilities measured at fair value $ 13,644 $ — $ — $ 13,644 There were no transfers into out level 3 between level 1 level 2 The significant assumptions used in the model is the probability of the following scenarios occurring: September 30, December 31, 2021 2020 Long-term IPO scenario 15.0 % 75.0 % Special purpose acquisition company (“SPAC”) scenario 75.0 % 0.0 % Market adjusted equity value method 10.0 % 25.0 % Preferred stock warrant liability Preferred stock warrants are recorded at estimated fair value at the date of issuance and are remeasured at each subsequent reporting date. Fair value is determined using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of warrants include the estimated fair value of the underlying stock, expected term, risk free interest rate, and expected volatility. The Company estimates the fair value of the underlying stock by estimating the probability of various change of control events occurring and then estimates the present value of the amount the holders would receive upon the change in control. The following represents a summary of the changes to the Company’s warrant liability for the nine months ended September 30, 2021 (in thousands): Series A ‑ 1 Series A ‑ 3 Series A ‑ 4 Warrants Warrants Warrants Total Balance at December 31, 2020 $ 581 $ 2,896 $ 8,622 $ 12,099 Exercise of warrants (937) (2,987) — (3,924) Change in fair value of warrant liability 356 91 8,835 9,282 Balance at September 30, 2021 $ — $ — $ 17,457 $ 17,457 Warrants with expiration dates of less than one year from the date of the consolidated balance sheets are recorded under current liabilities on the consolidated balance sheets. As of September 30, 2021, the Company reported a warrant liability in the amount of $17.5 million under current liabilities. As of December 31, 2020, the Company reported a warrant liability in the amount of $0.6 million and $11.5 million under current and noncurrent liabilities, respectively. The Company recognized losses of $9.3 million and $1.0 million in the consolidated statements of operations related to changes in the fair value of warrants during the nine months ended September 30, 2021 and 2020, respectively. The following weighted average assumptions were used to determine the fair value of the warrant liability at September 30, 2021: Series A-4 Warrants Expected term 0.5 year Expected volatility 63.0 % Expected dividend yield 0.0 % Risk free interest rate 0.3 % Estimated fair value of the redeemable convertible preferred stock $ 24.67 Exercise price of warrants $ 0.04 The following weighted average assumptions were used to determine the fair value of the warrant liability at December 31, 2020: Series A ‑ 1 Series A ‑ 3 Series A ‑ 4 Warrants Warrants Warrants Expected term 0.3 years 1.5 years 2.6 years Expected volatility 48.0 % 68.0 % 59.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % Risk free interest rate 0.1 % 0.1 % 0.2 % Estimated fair value of the redeemable convertible preferred stock $ 12.24 $ 12.21 $ 12.22 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 Call option liability The call option liability was recorded at its estimated fair value at the date of issuance in October 2020 and is remeasured at each subsequent reporting date. Fair value is determined using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of call option liability include the estimated fair value of the underlying stock price, expected term, risk free interest rate, and expected volatility. The following represents a summary of the changes to Company’s call option liability from December 31, 2020 through September 30, 2021 (in thousands): Balance at December 31, 2020 $ 1,545 Change in fair value of One SRL call option 601 Foreign currency translation gain (106) Balance at September 30, 2021 $ 2,040 During the nine months ended September 30, 2021, the Company recognized a loss of approximately $0.6 million related to changes in the fair value of the One SRL call option and a foreign currency translation gain of $0.1 million in other income (expense), net on the consolidated statements of operations. Changes in the unobservable inputs noted above would impact the amount of the respective liability. For the respective liability, increases (decreases) in the estimates of the Company’s annual volatility would increase (decrease) the liability and an increase (decrease) in the annual risk-free rate would increase (decrease) the liability. The Company issued equity-classified common stock warrants during the year ended December 31, 2020 (see Note 13). While the fair value of the common stock warrants represents a Level 3 measurement, equity-classified warrants are recorded at their initial fair value and not subsequently remeasured. As such, the common stock warrants and its unobservable inputs are not included in the above tables. | 3. Fair Value Measurements Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Assets: Marketable securities $ 23,998 $ 23,998 $ — $ — Total assets measured at fair value $ 23,998 $ 23,998 $ — $ — Liabilities: Preferred stock warrants $ 12,099 $ — $ — $ 12,099 Contingent call option for investment in related party (see Note 11) 1,545 1,545 Total liabilities measured at fair value $ 13,644 $ — $ — $ 13,644 Liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2019 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Liabilities: Tranche rights liability $ 310 $ — $ — $ 310 Preferred stock warrants 15,996 — — 15,996 Total liabilities measured at fair value $ 16,306 $ — $ — $ 16,306 There were no transfers into or out of level 3 instruments and/or between level 1 and level 2 instruments during the years ended December 31, 2020 and 2019. The fair value of the tranche right liability, preferred stock warrant liability, and call option liability includes inputs not observable in the market and thus represents a Level 3 measurement. The Company estimates the fair value of the underlying stock by estimating the probability of various change of control events occurring and then estimates the present value of the amount the holders would receive upon the change in control. The significant assumption used in the model is the probability of the following scenarios occurring: At December 31, 2020 2019 IPO scenario 75.0 % 75.0 % Trade sale 25.0 % 25.0 % Trade sale after Qualified Financing 0.0 % 0.0 % Tranche right liability Tranche rights are initially recorded at fair value, are subsequently adjusted for settlement of the tranche rights upon issuance of the tranche shares and are remeasured at each subsequent reporting date. The Company initially measures the fair value of the tranche rights at the issuance date, and subsequently at each reporting date, using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of tranche rights include the estimated fair value of the underlying stock, expected term of the tranche right, risk free interest rate, and expected volatility. The following represents a summary of the changes to Company’s tranche right liability for the years ended December 31, 2020 and 2019 (in thousands): Tranche rights liability Balance at January 1, 2019 $ 2,088 Change in fair value of tranche right liability immediately prior to tranche settlement in April 2019 473 Settlement of Series 2 Growth tranche right liability in April 2019 (2,561) Establishment of Series 3 Growth tranche rights liability in December 2019 365 Change in fair value of Series 3 Growth tranche rights liability at December 31,2019 (55) Balance at December 31, 2019 $ 310 Change in fair value of tranche right liability immediately prior to tranche settlement in April 2020 (256) Settlement of Series 3 Growth tranche right liability in April 2020 (54) Balance at December 31, 2020 $ — The change in the fair value of the Tranche Rights is influenced primarily by the price of the underlying Redeemable Convertible Preferred Stock and the remaining term of the Tranche Right. During the years ended December 31, 2020 and 2019, the Company recognized a loss of $0.3 million and a gain of $0.4 million, respectively, in the consolidated statements of operations related to changes in the fair value of tranche rights. Preferred stock warrant liability Preferred stock warrants are recorded at estimated fair value at the date of issuance and are remeasured at each subsequent reporting date. Fair value is determined using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of warrants include the estimated fair value of the underlying stock, expected term, risk free interest rate, and expected volatility. The Company estimates the fair value of the underlying stock by estimating the probability of various change of control events occurring and then estimates the present value of the amount the holders would receive upon the change in control. The following represents a summary of the changes to Company’s warrant liability for the years ended December 31, 2020 and 2019 (in thousands): Series 3 Series 4 Series A-1 Series A-3 Series A-4 Growth Growth Warrants Warrants Warrants Warrants Options Total Balance at January 1, 2019 $ 752 $ 3,332 $ 10,067 $ — $ — $ 14,151 Issuance of Series 3 Growth warrant liability — — — 4,706 — 4,706 Issuance of Series 4 Growth option liability — — — — 677 677 Change in fair value of warrant liability (267) (791) (2,381) (75) (24) (3,538) Balance at December 31, 2019 485 2,541 7,686 4,631 653 15,996 Issuance of Series 4 Growth option liability — — — — 745 745 Extinguishment of Series 3 Growth warrant — — — (5,973) — (5,973) Exercise of Series A-4 warrants — — (135) — — (135) Change in fair value of warrant liability 96 355 1,071 1,342 (1,398) 1,466 Balance at December 31, 2020 $ 581 $ 2,896 $ 8,622 $ — $ — $ 12,099 Warrants with expiration dates of less than one year from the date of the consolidated balance sheets are recorded under current liabilities on the consolidated balance sheets. As of December 31, 2020, the Company reported a warrant liability in the amount of $0.6 million and $11.5 million under current and noncurrent liabilities, respectively. As of December 31, 2019, the Company reported a warrant liability in the amount of $0.7 million and $15.3 million under current and noncurrent liabilities, respectively. During the years ended December 31, 2020 and 2019, the Company recognized a loss of $1.5 million and a gain of $3.5 million, respectively, in the consolidated statements of operations related to changes in the fair value of warrants. The following weighted average assumptions were used to determine the fair value of the warrant liability at December 31, 2020: Series A-1 Series A-3 Series A-4 Warrants Warrants Warrants Expected term 0.3 years 1.5 years 2.6 years Expected volatility 48.0 % 68.0 % 59.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % Risk free interest rate 0.1 % 0.1 % 0.2 % Estimated fair value of the redeemable convertible preferred stock $ 12.24 $ 12.21 $ 12.22 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 The following weighted average assumptions were used to determine the fair value of the warrant liability at December 31, 2019: Series 3 Series 4 Series A-1 Series A-3 Series A-4 Growth Growth Warrants Warrants Warrants Warrants Options Expected term 1.3 years 2.5 years 3.6 years 10.0 years 0.96 years Expected volatility 52.0 % 55.0 % 58.0 % 45.0 % 49.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Risk free interest rate 1.59 % 1.60 % 1.64 % 1.92 % 1.59 % Estimated fair value of the redeemable convertible preferred stock $ 10.73 $ 10.70 $ 10.72 $ 17.09 $ 17.27 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 $ 17.27 $ 20.72 Call option liability The call option liability was recorded at estimated fair value at the date of issuance and is remeasured at each subsequent reporting date. Fair value is determined using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of call option liability include the estimated fair value of the underlying stock price, expected term, risk free interest rate, and expected volatility. The following represents a summary of the changes to Company’s call option liability for the years ended December 31, 2020 (in thousands): Fair value of call option liability at issuance $ 1,494 Foreign currency translation loss 51 Balance at December 31, 2020 $ 1,545 There was no change in the fair value of the call option liability between its issuance on October 21, 2020 and December 31, 2020. A foreign currency translation loss of $0.1 million related to the liability was recognized in other income (expense), net on the consolidated statements of operations during the year ended December 31, 2020. Changes in the unobservable inputs noted above would impact the amount of the respective liability. For the respective liability, increases (decreases) in the estimates of the Company’s annual volatility would increase (decrease) the liability and an increase (decrease) in the annual risk-free rate would increase (decrease) the liability. The Company issued equity-classified common stock warrants during the year ended December 31, 2020 (see Note 13). While the fair value of the common stock warrants represents a Level 3 measurement, equity-classified warrants are recorded at their initial fair value and not subsequently remeasured. As such, the common stock warrants and its unobservable inputs are not included in the above tables. |
Marketable Securities
Marketable Securities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Marketable Securities | ||
Marketable Securities Disclosure | 4. Marketable Securities The following table summarizes the marketable securities held at December 31, 2020 (in thousands): Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Marketable securities: Commercial paper $ 15,999 $ 1 $ (2) $ 15,998 United States Treasury securities 8,000 — — 8,000 Total marketable securities $ 23,999 $ 1 $ (2) $ 23,998 All marketable securities held at December 31, 2020 reached their respective maturity date during the nine months ended September 30, 2021. No marketable securities remained outstanding at September 30, 2021. | 4. Marketable Securities The following table summarizes the marketable securities held at December 31, 2020 (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Gains Losses Fair Value Marketable securities: Commercial paper $ 15,999 $ 1 $ (2) $ 15,998 United States Treasury securities 8,000 — — 8,000 Total marketable securities $ 23,999 $ 1 $ (2) $ 23,998 As of December 31, 2020, all of the Company’s marketable securities had remaining contractual maturity dates of less than one year from the date of the consolidated balance sheets. There were no sales of marketable securities during the year ended December 31, 2020. The Company did not have any marketable securities as of December 31, 2019. |
Product Revenue Reserve and All
Product Revenue Reserve and Allowance | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Product Revenue Reserve and Allowance | ||
Product Revenue Reserve and Allowance | 5. Product Revenue Reserves and Allowances The Company sells the Product principally to a limited number of customers consisting of telemedicine and online pharmacies, that in turn resell the Product to end-user patients and healthcare providers. Patients are required to have a prescription in order to purchase the Product in the US. Roman Health Pharmacy LLC In August 2019, the Company entered into a two-year exclusive supply and distribution agreement with Roman Health Pharmacy LLC (“Ro”), giving Ro exclusive distributor rights to sell the Product via telehealth platforms in the United States. Ro submits purchase orders as needed to Cardinal Health, the Company’s third-party logistics distribution agent for commercial sales of the Product, and Cardinal Health ships to Ro. The Company retains control of the Product until Ro receives an end-user purchase order and prepares the Product for shipment to Ro patients, at which time control passes to Ro. The Company began shipping products to Ro in May 2020. The Company recognizes revenue based on units shipped by Ro to end- users. In January 2021, the Company and Ro amended and restated its customer agreement. Pursuant to the amended and restated agreement, the Company received $10.0 million of cash as a pre-buy commitment for Product which was recorded to current deferred income in the consolidated balance sheets. Additionally, the amended and restated agreement ended the consignment arrangement with Ro and the Company no longer retains control of any units shipped to Ro under the amended terms. Therefore, all products shipped to Ro are immediately recognized as revenue upon the transfer of physical control commencing in February 2021. In July 2021, the Company and Ro entered into a second amended and restatement agreement, under which the Company received $30.0 million of cash as a second pre-buy commitment for the Product. Additionally, the Company extended Ro’s exclusive period by approximately one year through July 1, 2023. Upon expiration of the exclusive period as amended, the exclusive right and license under the agreement shall automatically convert to non-exclusive for the remainder of term of the agreement unless further extended. The agreement may be terminated by mutual agreement after the exclusive period expired. During the nine months ended September 30, 2021 and 2020, the Company recognized $7.7 million and $0.5 million, respectively, of product revenue, net, in the accompanying consolidated statement of operations. The Company recorded a deferred revenue balance of $33.0 million in the accompanying consolidated balance sheets as of September 30, 2021 and an accounts receivable balance of $0.6 million as of December 31, 2020 related to Ro. GoGoMeds In February 2020, the Company entered into a two-year exclusive distribution agreement with GoGoMeds (“GGM”), giving GGM exclusive distributor rights to all online and mail orders generated in the United States, except those via telehealth. GGM submits purchase orders as needed to Cardinal Health and Cardinal Health ships to GGM. Once GGM has accepted the delivered Product, GGM takes control of the Product and the Company is entitled to payment. The Company began shipping products to GGM in May 2020. The Company recognizes revenue based on units shipped to GGM. Product revenues are recorded at the net sales price (transaction price), which includes estimates of variable consideration that are reimbursable to customers for which reserves are established and which result from (a) shipping charges to end-users, (b) pharmacy dispensing and platform fees, (c) merchant and processing fees, (d) promotional discounts offered by the Company to end-users, and (e) reserves for expected product returns. These reserves for contractual adjustments are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable. During the nine months ended September 30, 2021 and 2020, the Company recognized $0.4 million and less than $0.1 million, respectively, of product revenue, net, in the accompanying consolidated statement of operations. As of September 30, 2021 and December 31, 2020, the Company had GGM accounts receivable of $0.2 million and $0.1 million, respectively, in the accompanying consolidated balance sheets. CMS Bridging DMCC In June 2020, the Company and CMS Bridging DMCC (“CMS”) entered into a set of licensing, collaboration, and investing agreements (“CMS Agreements”) involving the license of the Company’s intellectual property (“IP”) to CMS in Singapore and Greater China (the “CMS Territory”) and governing the supply of product from the Company to CMS for sale in the CMS Territory, together with an agreement for CMS to invest in the Company’s Series Growth 3 & 4 Preferred Shares (see Note 20). Under the terms of the CMS Agreement, the Company granted CMS an exclusive, transferable, sub- licensable, and royalty-bearing license of the Company’s IP to develop, import, register, manufacture, and commercialize the Product, whether through online sales channels or offline sales channels during the term of the agreement. The agreement can be terminated earlier by mutual agreement of the parties. In accordance with the CMS Agreement, all legal and beneficial ownership of (i) all IP rights relating to the Products (including any data generated from the use of the Products and other improvements) and (ii) all of the information provided or generated under the agreement or otherwise related to the Products shall both ultimately belong to and remain vested with the Company. CMS must purchase the Product from the Company at a markup of the Company’s cost of goods sold. As consideration for the rights and licenses granted by the Company to CMS under the agreement, CMS paid the Company a one-time, non-refundable and non-creditable upfront fee of $15.0 million and is required to pay a one-time, non-refundable, and non-creditable milestone payment of $5.0 million within thirty days after the earlier of (i) the approval of marketing authorization as a prescription product by the Product by National Medical Products Administration, and (ii) the fifth anniversary of the agreement’s effective date. The CMS Agreement also contains commercial milestones due to the Company based on the achievement of annual net product revenue thresholds in the CMS Territory. Additionally, CMS shall pay the Company royalties on net sales of all products in the CMS Territory commencing January 1, 2022 through the expiration date of the agreement. The Company determined the only performance obligation that exists is the licensing of the Product in the CMS Territory. The transactions price consisted of the $15.0 million upfront payment and the discounted time-based milestone of $3.7 million with the difference of $1.3 million accreted as interest income over five years with the remaining balance being accreted in full upon the approval of the marketing authorization as a prescription product if achieved prior to the end of the five years. The IP license granted to CMS represents a right to use the IP and therefore is recognized at a point in time, which was determined to be the effective date of the agreements. As such, the Company recognized revenue in the amount of $18.7 million during the nine months ended September 30, 2020, which is included under license and collaboration revenue in the accompanying consolidated statement of operations. As of September 30, 2021 and December 31, 2020, the discounted time-based milestone had a balance of $4.0 million and $3.9 million, respectively, included in other assets on the accompanying consolidated balance sheets. The royalties and other commercial milestones will only be recognized in the periods in which the applicable subsequent sales occur. During the nine months ended September 30, 2021 and 2020, the Company recognized $8.3 million and $0.5 million, respectively, of product revenue, net in the accompanying consolidated statement of operations. As of September 30, 2021 and December 31, 2020, the Company had accounts receivable of $0.2 million and $0.8 million respectively. The following table summarizes the activity in the product revenue reserve and allowance for the nine months ended September 30, 2021 and 2020 (in thousands): Nine Months Ended, September 30 2021 2020 Beginning balance at January 1 $ 14 $ — Provision related to product sales 376 246 Credits and payments made (365) (227) Ending balance at September 30 $ 25 $ 19 As of September 30, 2021 and 2020, product related reserve and allowances comprised solely contractual adjustments owed to the Company’s telehealth and online pharmacy partners, which were netted to accounts receivable in the Company’s unaudited condensed consolidated balance sheets. Through September 30, 2021, there have been no product related reserves or allowances owed to other parties, including the federal and state governments or their agencies. | 5. Product Revenue Reserve and Allowance The Company sells the Product principally to a limited number of customers consisting of telemedicine and online pharmacies, that in turn resell the Product to end-user patients and healthcare providers. Patients are required to have a prescription in order to purchase the Product in the US. Roman Health Pharmacy LLC In August 2019, the Company entered into a two-year exclusive agreement with Roman Health Pharmacy LLC ( “ GoGoMeds In February 2020, the Company entered into a two-year exclusive distribution agreement with GoGoMeds (“GGM”), giving GGM exclusive distributor rights to all online and mail orders generated in the United States, except those via telehealth. GGM submits purchase orders as needed to Cardinal Health and Cardinal Health ships to GGM. Once GGM has accepted the delivered Product, GGM takes control of the Product and the Company is entitled to payment. The Company began shipping products to GGM in May 2020. The Company recognizes revenue based on units shipped to GGM. During the year ended December 31, 2020, the Company recognized $0.1 million of product revenue, net, in the accompanying consolidated statement of operations. As of December 31, 2020, the Company had accounts receivable of $0.1 million in the accompanying consolidated balance sheets in connection with the agreement. Reserves for Variable Consideration Product revenues are recorded at the net sales price (transaction price), which includes estimates of variable consideration that are reimbursable to customers for which reserves are established and which result from (a) shipping charges to end-users, (b) pharmacy dispensing and platform fees, (c) merchant and processing fees, (d) promotional discounts offered by the Company to end-users, and (e) reserves for expected product returns. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable. Where appropriate, these estimates take into consideration a range of possible outcomes which are probability-weighted for relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract. CMS Bridging DMCC In June 2020, the Company and CMS Bridging DMCC (“CMS”) entered into a set of licensing, collaboration, and investing agreements (“CMS Agreements”) involving the license of the Company’s intellectual property (“IP”) to CMS in Singapore and Greater China (the “CMS Territory”) and governing the supply of product from the Company to CMS for sale in the CMS Territory, together with an agreement for CMS to invest in the Company’s Series Growth 3 & 4 Preferred Shares (see Note 20). Under the terms of the CMS Agreement, the Company granted CMS an exclusive, transferable, sub- licensable, and royalty-bearing license of the Company’s IP to develop, import, register, manufacture, and commercialize the Product, whether through online sales channels or offline sales channels during the term of the agreement. The agreement can be terminated earlier by mutual agreement of the parties. In accordance with the CMS Agreement, all legal and beneficial ownership of (i) all IP rights relating to the Products (including any data generated from the use of the Products and other improvements) and (ii) all of the information provided or generated under the agreement or otherwise related to the Products shall both ultimately belong to and remain vested with the Company. CMS must purchase the Product from the Company at a markup of the Company’s cost of goods sold. As consideration for the rights and licenses granted by the Company to CMS under the agreement, CMS paid the Company a one-time, non-refundable and non-creditable upfront fee of $15.0 million and is required to pay a one-time, non-refundable, and non-creditable milestone payment of $5.0 million within thirty days after the earlier of (i) the approval of marketing authorization as a prescription product by the Product by National Medical Products Administration, and (ii) the fifth anniversary of the agreement’s effective date. The CMS Agreement also contains commercial milestones due to the Company based on the achievement of annual net product revenue thresholds in the CMS Territory. Additionally, CMS shall pay the Company royalties on net sales of all products in the CMS Territory commencing January 1, 2022 through the expiration date of the agreement. The Company determined the only performance obligation that exists is the licensing of the Product in the CMS Territory. The transactions price consisted of the $15.0 million upfront payment and the discounted time-based milestone of $3.7 million with the difference of $1.3 million accreted as interest income over five years December 31, 2020, the discounted time-based milestone had a balance of $3.9 million and was included in other assets on the accompanying consolidated balance sheets. The royalties and other commercial milestones will only be recognized in the periods in which the applicable subsequent sales occur. During the year ended December 31, 2020, the Company recognized $2.7 million of product revenue, net, in the accompanying consolidated statement of operations. As of December 31, 2020, the Company had accounts receivable of $0.8 million in the accompanying consolidated balance sheets in connection with these sales. The following table summarizes the activity in the product revenue reserve and allowance for the year ended December 31, 2020 (in thousands): 2020 Beginning balance at January 1 $ — Provision related to product sales 980 Credits and payments made (966) Ending balance at December 31 $ 14 As of December 31, 2020, product related reserve and allowances comprised solely contractual adjustments owed to the Company’s telehealth and online pharmacy partners, which were netted to accounts receivable in the Company’s consolidated balance sheet for the year. Through December 31, 2020, there had been no product related reserves or allowances owed to other parties, including the federal and state governments or their agencies. |
Inventories
Inventories | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Inventories | ||
Inventories | 6. Inventories Inventories consisted of the following (in thousands): At September 30, At December 31, 2021 2020 Raw materials $ 6,549 $ 1,213 Work in process 2,236 913 Finished goods 659 2,433 Consignment inventories — 563 Total inventories $ 9,444 $ 5,122 | 6. Inventories Inventories consisted of the following (in thousands): At December 31, 2020 2019 Raw materials $ 1,213 $ 771 Work in process 913 — Finished goods 2,433 — Consignment inventories 563 — Total inventories $ 5,122 $ 771 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Prepaid Expenses and Other Current Assets | ||
Prepaid Expenses and Other Current Assets | 7. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): At September 30, At December 31, 2021 2020 Prepaid expenses $ 5,116 $ 1,024 Prepaid contract research costs 427 169 Research and development tax credit 696 1,131 Value added tax receivable 3,204 4,315 Deferred financing costs 2,904 38 Prepaid expenses and other current assets $ 12,347 $ 6,677 | 7. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): At December 31, 2020 2019 Prepaid expenses $ 1,024 $ 314 Prepaid contract research costs 169 908 Research and development tax credit 1,131 405 Value added tax receivable 4,315 1,302 Deferred financing costs 38 — Prepaid expenses and other current assets $ 6,677 $ 2,929 |
Property and Equipment Net
Property and Equipment Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property and Equipment, Net | ||
Property and Equipment, Net | 8. Property and Equipment, Net Property and equipment, net, consists of the following (in thousands): At September 30, At December 31, 2021 2020 Laboratory and manufacturing equipment $ 22,340 $ 8,176 Buildings 10,060 4,334 Leasehold improvements 1,648 1,742 Computer equipment and software 471 176 Capitalized software 192 17 Construction in process 26,928 35,551 Property and equipment – at cost 61,639 49,996 Less accumulated depreciation (3,495) (3,101) Property and equipment – net $ 58,144 $ 46,895 Property and equipment classified as construction in process as of September 30, 2021 and December 31, 2020 are related to the development of manufacturing lines that have not yet been placed into service as of September 30, 2021. Depreciation expense was approximately $0.6 million for both the nine months ended September 30, 2021 and 2020. | 8. Property and Equipment, Net Property and equipment, net, consists of the following (in thousands): At December 31, 2020 2019 Laboratory and manufacturing equipment $ 8,176 $ 4,891 Buildings 4,334 2,649 Leasehold improvements 1,742 1,577 Computer equipment and software 176 105 Capitalized software 17 — Construction in process 35,551 5,619 Property and equipment – at cost 49,996 14,841 Less accumulated depreciation (3,101) (2,023) Property and equipment – net $ 46,895 $ 12,818 In July 2019, the Company acquired a manufacturing building in Italy for approximately $2.6 million. Property and equipment classified as construction in process as of December 31, 2020 and 2019 are related to the development of manufacturing lines that have not yet been placed into service as of December 31, 2020. Depreciation expense not related to manufacturing activities for the years ended December 31, 2020 and 2019 was approximately $0.5 million for each year. Upon FDA approval of Plenity in February 2019, depreciation related to Plenity manufacturing have been captured in inventories, which totaled approximately $0.4 million and $0.0 million for the years ended December 31, 2020 and 2019, respectively. |
Accrued Expenses
Accrued Expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accrued Expenses [Abstract] | ||
Accrued Expenses | 9. Accrued Expenses Accrued expenses and other current liabilities consist of the following (in thousands): At September 30, At December 31, 2021 2020 Accrued payroll and related benefits $ 2,751 $ 3,009 Accrued professional fees and outside contractors (including due to related party of $64 and $109, respectively) 8,879 3,494 Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) 5,690 — Accrued property, plant and equipment additions 1,280 768 Accrued interest 974 49 Deferred IPO fees 738 — Total accrued expenses $ 20,312 $ 7,320 | 9. Accrued Expenses Accrued expenses and other current liabilities consist of the following (in thousands): At December 31, 2020 2019 Accrued payroll and related benefits $ 3,009 $ 1,438 Accrued professional fees and outside contractors (including due to related party of $109 and $16, respectively) 3,494 2,290 Accrued property, plant and equipment additions 768 488 Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) — 2,916 Income taxes (receivable) payable — (142) Accrued interest 49 12 Total accrued expenses $ 7,320 $ 7,002 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Other Long-Term Liabilities | ||
Other Long-Term Liabilities | 10. Other Long-Term Liabilities Other long-term liabilities consist of the following (in thousands): At September 30, At December 31, 2021 2020 Deferred IPO fees $ — $ 738 Long-term tax liabilities 107 301 Contingent loss for research and development tax credits 3,055 3,233 Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) — 5,912 One SRL call option (see Note 11) 2,040 1,545 Total other long-term liabilities $ 5,202 $ 11,729 In connection with the Company’s withdrawn IPO submission in December 2015, the Company has accrued for $0.7 million of legal fees directly associated with the IPO as of December 31, 2020. Such fees do not become payable until a qualified transaction, such as an IPO or an acquisition of the Company, occurs. Upon execution of the business combination agreement with CPSR in July 2021, these accrued legal fees resulting from the prior IPO submission are expected to become payable within the twelve months following September 30, 2021. | 10. Other Long-Term Liabilities Other long-term liabilities consist of the following (in thousands): At December 31, 2020 2019 Deferred IPO fees $ 738 $ 738 Long-term tax liabilities 301 156 Contingent loss for research and development tax credits 3,233 2,956 Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) 5,912 5,274 Contingent call option for investment in related party (see Note 11) 1,545 — Deferred credit (see Note 11) — 1,230 Capital lease obligations — 7 Total other long-term liabilities $ 11,729 $ 10,361 In connection with the Company’s withdrawn IPO submission in December 2015, the Company has accrued for $0.7 million of legal fees directly associated with the IPO as of December 31, 2020 and 2019. Such fees do not become payable until a qualified transaction, such as an IPO or an acquisition of the Company, occurs. |
Significant Agreements
Significant Agreements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Significant Agreements | ||
Significant Agreements | 11. Significant Agreements Puglia 1 Grant In May 2020, the Company was awarded a grant by the Puglia region of Italy as an incentive to manufacture and carry out research and development activities in Italy (“PIA 1 Grant”), with the key underlying activity being the development of the commercial facility to expand production capacity for the Product. The PIA 1 Grant provides funding of up to €5.3 million (approximately $6.2 million at September 30, 2021) as reimbursement for certain facility and equipment investments in the Company’s manufacturing facility in Calimera, Italy, and up to €3.9 million (approximately $4.5 million at September 30, 2021) as reimbursement for certain research and development expenditures over a three-year period. The Company is required to adhere to standard workplace safety regulations and local laws in Italy and is not permitted to physically move the reimbursed assets from the Puglia region for five years from the project completion date of May 2023. The Company has concluded that income recognition is appropriate as it is reasonably assured that it will comply with all the conditions of the grant and the proceeds from the grant for costs incurred to date will be received. The Company recognized grant income of $0.5 million and $3.4 million in other income, net, on the accompanying consolidated statement of operations during the nine months ended September 30, 2021 and 2020, respectively, related to the PIA 1 Grant, of which $0.3 million and $0.2 million was attributable to research and development expenses and investments in facilities and equipment, respectively, during the nine months ended September 30, 2021 and $3.3 million and $0.1 million was attributable to research and development expenses and investments in facilities and equipment, respectively, during the nine months ended September 30, 2020. The Company has recorded $6.6 million of deferred income on the accompanying consolidated balance sheets as of September 30, 2021, of which $0.9 million was recorded as a current liability as it is expected to be recognized within one year of the date of the accompanying consolidated balance sheets. The Company did not collect any proceeds from the PIA 1 grant during the nine months ended September 30, 2021 and has recorded a grant receivable of $5.6 million on the accompanying consolidated balance sheets as of September 30, 2021. Puglia 2 Grant In November 2020, the Company was awarded a second grant by the Puglia region of Italy as an incentive to manufacture and carry out research and development activities in Italy (“PIA 2 Grant”), with the key underlying activity being the development of a second manufacturing line at the commercial facility to expand production capacity for the Product, and research and development activities targeting new gastrointestinal health indications. The PIA 2 Grant provides funding of up to €3.3 million (approximately $3.8 million at September 30, 2021) as reimbursement for certain facility and equipment investments in the Company’s manufacturing facility in Calimera, Italy, and up to €8.3 million (approximately $9.6 million at September 30, 2021) as reimbursement for certain research and development expenditures over a three-year period. The Company is required to adhere to standard workplace safety regulations and local laws in Italy and is not permitted to physically move the reimbursed assets from the Puglia region for five years from the project completion date of November 2023. The Company has concluded that income recognition is appropriate as it is reasonably assured that it will comply with all the conditions of the grant and the proceeds from the grant for costs incurred to date will be received. The Company recognized grant income of $1.0 million and $0.6 million in other income, net, on the accompanying consolidated statement of operations during the nine months ended September 30, 2021 and 2020, respectively, related to the PIA 2 Grant, which was entirely attributable to research and development expenses. The Company has recorded $3.3 million of deferred income on the accompanying consolidated balance sheets as of September 30, 2021, of which $0.3 million was recorded as a current liability as it is expected to be recognized within one year of the date of the accompanying consolidated balance sheets. The Company collected $2.0 million of proceeds from the PIA 2 grant during the nine months ended September 30, 2021 and has recorded a grant receivable of $3.2 million on the accompanying consolidated balance sheets as of September 30, 2021. One S.r.l. (“One”) Amended Patent License and Assignment Agreement In October 2008 and December 2008, the Company entered into a patent license and assignment agreement and master agreement with One, the original inventor and owner of the Company’s core patents and a related party to the Company (see Note 17), to license and subsequently purchase certain intellectual property to develop hydrogel-based product candidates. In December 2014, the Company amended and restated the patent license agreement and the master agreement into a single agreement, referred to as the amended and restated master agreement. The amended and restated master agreement will remain in effect until the expiration of the last patents covered by the agreement or until all obligations under the amended and restated master agreement with respect to payments have terminated or expired. In June 2019, the Company entered into a transaction with One that further amended the terms of the amended and restated master agreement and resulted in the Company owning 10% equity interest in One (the “2019 One Amendment”). Under the amended and restated master agreement following this transaction, €5.5 million (approximately $6.4 million at September 30, 2021) the Company would be required to pay upon the achievement of future commercial milestones from weight loss medical indications were eliminated, and the percentage of royalties the Company is required to pay on future net revenues was reduced. In return, One received additional consideration consisting of new future milestones of up to €11.0 million (approximately $12.7 million at September 30, 2021) upon the commercial success of new medical indications, and the Company was required to issue to One a warrant for redeemable convertible preferred stock equivalent to 2.7% of the shares of capital stock outstanding on an as converted basis within 30 days of the completion of a future qualifying equity financing that results in at least $50.0 million in gross proceeds. The warrant would have an exercise price equivalent to the issuance price of a future qualifying equity financing (see Note 13). As an additional component to this transaction, the Company acquired a 10% equity interest in One in exchange for cash consideration of €11.5 million (approximately $13.3 million at September 30, 2021) with a net present value of €11.1 million (approximately $12.7 million at the transaction date). The Company did not make any payments of the agreed upon cash consideration during the nine months ended September 30, 2021 and 2020. The unpaid cash consideration to One, after adjusting for a foreign currency translation gain and interest expense was $5.7 million and $5.9 million as of September 30, 2021 and December 31, 2020, respectively, all of which was included in accrued expenses and other current liabilities and other long-term liabilities in the accompanying consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively. None of the future milestones under the master agreement, as amended, have been met, or are deemed to be probable of being met, as of the transaction date or as of September 30, 2021. The Company accounted for the reduction in royalties the Company is required to pay on future net revenues that resulted from the 2019 One Amendment as an intangible asset under ASC 350, Intangibles — Goodwill and Other Investments — Equity Method and Joint Ventures Consideration Cash $ 12,668 Warrants for redeemable convertible preferred stock 4,706 Fair value of total consideration $ 17,374 Assets acquired at relative fair value Intangible asset related to reduction in royalty $ 15,564 Equity-method investment 1,810 Total assets acquired $ 17,374 The Company accounted for tax impact of the acquisition of the intangible asset under ASC 740, Income Taxes A summary of the intangible asset activity that resulted from this transaction during the year ended December 31, 2020 through September 30, 2021 (in thousands): Balance at December 31, 2020 $ 17,947 Amortization expense (1,700) Balance at September 30, 2021 $ 16,247 A summary of the intangible asset activity that resulted from this transaction during the years ended December 31, 2019 and 2020 is as follows (in thousands): Intangible asset at relative fair value $ 15,564 Adjustment to record deferred tax liability 5,783 Carrying value of intangible asset at June 2019 acquisition date 21,347 Amortization expense (1,133) Balance at December 31, 2019 $ 20,214 Amortization expense (2,267) Balance at December 31, 2020 $ 17,947 In October 2020, the Company further amended the terms of the amended and restated master agreement with One to cancel its obligation to issue to One the warrant for redeemable convertible preferred stock agreed to in the 2019 One Amendment (the “2020 One Amendment”). In return for cancelling the warrant, One received additional consideration consisting of a commercial milestone of €6.5 million (approximately $7.5 million at September 30, 2021) upon a weight loss product reaching €2.0 billion in cumulative net sales, and certain shareholders of One were granted warrants to purchase 522,009 shares of the Company’s common stock. The warrant for redeemable convertible preferred stock was remeasured prior to settlement. Additionally, the Company granted One a contingent call option to buy back the 10% ownership that the Company acquired in the 2019 One Amendment at an exercise price of €6.0 million (approximately $7.0 million at September 30, 2021). The call option is only exercisable upon (1) a change of control or a deemed liquidation event by the Company, as defined, in the Company’s Restated Certification of Incorporation (2) the date in which the Company’s current Chief Executive Officer is no longer affiliated with the Company in his capacity as either an executive officer or a member of the board of directors. The Company accounted for the 2020 One Amendment by derecognizing the carrying value of the warrant liability for redeemable convertible preferred stock on the date of the 2020 One Amendment, which had a fair value of approximately $6.0 million, and recognizing the consideration provided in the amendment, which had an aggregate fair value of approximately $5.8 million. The difference between the consideration provided by the Company and the warrant liability derecognized, approximately $0.2 million, represents a gain on settlement of the warrant liability and was recognized in other income, net, on the accompanying consolidated statement of operations during the year ended December 31, 2020. As the contingent call option granted to One shareholders to buy back the 10% investment in One did not meet the definition of a derivate under ASC 815, Derivatives and Hedging Derivatives and Hedging The commercial milestone added as part of the 2020 One Amendment constitutes contingent consideration and was provided as additional consideration for a license or asset acquisition, representing one component of the consideration replacing the warrant liability previously provided as part of the consideration for the license. Under asset acquisition accounting, contingent consideration is not recognized until the contingency is resolved. As such, no amount was recognized for the contingent milestone on the date of the amendment. Research Innovation Fund (“RIF”) Financing In August 2020, the Gelesis S.r.l. entered into a loan and equity agreement with RIF, an investment fund out of the EU, whereby Gelesis S.r.l. received €10.0 million (approximately $11.6 million at September 30, 2021) from RIF as an equity investment and €15.0 million (approximately $17.4 million at September 30, 2021) as a loan with a fixed interest rate of 6.35% per annum (see Note 12). The equity investment can be called by Gelesis, Inc., beginning in December 2023 and ending in December 2026, by paying the investment plus 15% percent annual interest. If the Company does not exercise this call option, beginning in January 2027 and ending in December 2027, RIF may put the investment to the Company at a cost of the investment amount plus 3.175% percent annual interest. The loan has a termination date of December 31, 2030 and is repayable over 8 years starting 24 months subsequent to its issuance. Any unpaid principal and interest must be repaid upon exercise of the call option by the Company, or subsequent exercise of a put option by RIF. As of December 31, 2020, RIF holds approximately 22% of the equity of Gelesis S.r.l. The Company concluded that Gelesis Inc. is the only equity investment at risk as RIF’s investment is not considered equity due to the call and put options. The Company further evaluated the sufficiency of the equity at risk and concluded that given the fact that Gelesis S.r.l. had to receive the RIF investment, which represents subordinated financial support but not equity, the fair value of Gelesis Inc. equity is not sufficient to absorb its expected losses resulting from its research and development operations and business plan, rather some of its expected losses will have to be absorbed by the RIF investment. The RIF investment is equity held by a noncontrolling interest. Since the put option does not make the equity mandatorily redeemable, and the call option is held by the Company, the noncontrolling interest is not considered mandatorily redeemable and as such, is not presented as a liability. The noncontrolling interest is therefore classified as temporary equity — noncontrolling interest, and is accounted for in accordance with ASC 810, Consolidation The noncontrolling interest is initially recorded at €10.0 million (approximately $11.3 million on the transaction date, net of issuance costs of $0.4 million), the consideration allocated to the shareholder investment based on its fair value. The Company has applied ASC 810 to subsequently remeasure the noncontrolling interest, which results in no losses being attributed to the noncontrolling interest, rather, only earnings of the Gelesis S.r.l. entity based on the shareholder rights as a whole instrument. However, the noncontrolling interest shall not be reduced below the current redemption value of the put option, which represents the initial investment plus the accrued rate of return of 3.175% per annum. Adjustments to the noncontrolling interest that result from accreting the put option to its redemption value are recorded to accumulated deficit in the accompanying consolidated balance sheets. The Company recorded accretion of $0.3 million and $0.5 million during the nine months ended September 30, 2021 and 2020, respectively, and foreign currency translation gain of $0.7 million and less than $0.1 million during the nine months ended September 30, 2021 and 2020, respectively. | 11. Significant Agreements Horizon 2020 Grant In November 2017, the Company was awarded the Horizon 2020 grant, which was a combination of grant and loan funding from an Italian economic development agency for carrying out research and development activities, including clinical trials, in the European Union (“EU”). Funds awarded under the grant may be revoked if irregularities are identified during inspection of costs by the Italian economic development agency or for failure to implement or comply with the project plan or to achieve the objectives of the project plan for reasons within the Company’s control. In the event of a revocation of the grant, the Company would be required to repay previously awarded grant proceeds with interest. The Company has concluded that income recognition is appropriate as it is reasonably assured that it will comply with all the conditions of the grant and the proceeds from the grant for costs incurred to date have been received. The Company recognized grant income related to the Horizon 2020 grant of approximately $23,000 and $1.3 million in other income on the accompanying consolidated statement of operations for the years ended December 31, 2020 and 2019, respectively, of which approximately $23,000 and $1.3 million was attributable to research and development expenses, respectively, and $0 and approximately $54,000 was attributable to investments in equipment, respectively. The Company has collected $0.6 million and $0.8 million during the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the Company has completed the project for this grant and passed the final inspection by the Italian economic development agency, and the Company has collected all grant proceeds. The Company entered into a loan agreement with this economic development agency under this grant in December 2019 and received $0.2 million and $0.3 million in loan proceeds in October 2020 and December 2019, respectively (see Note 12). Puglia 1 Grant In May 2020, the Company was awarded a grant by the Puglia region of Italy as an incentive to manufacture and carry out research and development activities in Italy (“PIA 1 Grant”), with the key underlying activity being the development of the commercial facility to expand production capacity for the Product. The PIA 1 Grant provides funding of up to €5.3 million (approximately $6.6 million) as reimbursement for certain facility and equipment investments in the Company’s manufacturing facility in Calimera, Italy, and up to €3.9 million (approximately $4.8 million) as reimbursement for certain research and development expenditures over a three-year period. The Company is required to adhere to standard workplace safety regulations and local laws in Italy, and is not permitted to physically move the reimbursed assets from the Puglia region for five years from the project completion date of May 2023. The Company has concluded that income recognition is appropriate as it is reasonably assured that it will comply with all the conditions of the grant and the proceeds from the grant for costs incurred to date will be received. The Company recognized grant income of $3.5 million in other income, net, on the accompanying consolidated statement of operations during the year ended December 31, 2020 related to the PIA 1 Grant, of which $3.4 million was attributable to research and development expenses and $0.1 million was attributable to investments in facilities and equipment. The Company has recorded $5.8 million of deferred income on the accompanying consolidated balance sheets as of December 31, 2020, of which $0.6 million was recorded as a current liability as it is expected to be recognized within one year of the date of the accompanying consolidated balance sheets. The Company collected $4.9 million of the PIA 1 grant during the year ended December 31, 2020 and has recorded a grant receivable of $4.3 million on the accompanying consolidated balance sheets as of December 31, 2020. Puglia 2 Grant In November 2020, the Company was awarded a second grant by the Puglia region of Italy as an incentive to manufacture and carry out research and development activities in Italy (“PIA 2 Grant”), with the key underlying activity being the development of a second manufacturing line at the commercial facility to expand production capacity for the Product, and research and development activities targeting new gastrointestinal health indications. The PIA 2 Grant provides funding of up to €3.3 million (approximately $4.0 million) as reimbursement for certain facility and equipment investments in the Company’s manufacturing facility in Calimera, Italy, and up to €8.3 million (approximately $10.2 million) as reimbursement for certain research and development expenditures over a three-year period. The Company is required to adhere to standard workplace safety regulations and local laws in Italy, and is not permitted to physically move the reimbursed assets from the Puglia region for five years from the project completion date of November 2023. The Company has concluded that income recognition is appropriate as it is reasonably assured that it will comply with all the conditions of the grant and the proceeds from the grant for costs incurred to date will be received. The Company recognized grant income of $0.8 million in other income, net, on the accompanying consolidated statement of operations during the year ended December 31, 2020 related to the PIA 2 Grant, which was entirely attributable to research and development expenses. The Company has recorded $3.0 million of deferred income on the accompanying consolidated balance sheets as of December 31, 2020, none of which is expected to be recognized within one year of the date of the accompanying consolidated balance sheets. The Company did not collect any proceeds from the PIA 2 grant during the year ended December 31, 2020 and has recorded a grant receivable of $3.9 million on the accompanying consolidated balance sheets as of December 31, 2020. One S.r.l. (“One”) Amended Patent License and Assignment Agreement In October 2008 and December 2008, the Company entered into a patent license and assignment agreement and master agreement with One, the original inventor and owner of the Company’s core patents and a related party to the Company (see Note 17), to license and subsequently purchase certain intellectual property to develop hydrogel-based product candidates. In December 2014, the Company amended and restated the patent license agreement and the master agreement into a single agreement, referred to as the amended and restated master agreement. The amended and restated master agreement will remain in effect until the expiration of the last patents covered by the agreement or until all obligations under the amended and restated master agreement with respect to payments have terminated or expired. In June 2019, the Company entered into a transaction with One that further amended the terms of the amended and restated master agreement and resulted in the Company owning 10% equity interest in One (the “2019 One Amendment”). Under the amended and restated master agreement following this transaction, €5.5 million (approximately $6.7 million) the Company would be required to pay upon the achievement of future commercial milestones from weight loss medical indications were eliminated, and the percentage of royalties the Company is required to pay on future net revenues was reduced. In return, One received additional consideration consisting of new future milestones of up to €11.0 million (approximately $13.5 million) upon the commercial success of new medical indications, and the Company was required to issue to One a warrant for redeemable convertible preferred stock equivalent to 2.7% of the shares of capital stock outstanding on an as converted basis within 30 days of the completion of a future qualifying equity financing that results in at least $50.0 million in gross proceeds. The warrant would have an exercise price equivalent to the issuance price of a future qualifying equity financing (see Note 13). As an additional component to this transaction, the Company acquired a 10% equity interest in One in exchange for cash consideration of €11.5 million (approximately $13.1 million) with a net present value of €11.1 million (approximately $12.7 million). During the years ended December 31, 2020 and 2019, the Company paid €2.6 million (approximately $3.1 million) and €3.9 million (approximately $4.4 million) of the agreed upon cash consideration, respectively. The unpaid cash consideration to One, after adjusting for a foreign currency translation gain and interest expense was The Company accounted for the reduction in royalties the Company is required to pay on future net revenues that resulted from the 2019 One Amendment as an intangible asset under ASC 350, Intangibles — Goodwill and Other Investments — Equity Method and Joint Ventures Consideration Cash $ 12,668 Warrants for redeemable convertible preferred stock 4,706 Fair value of total consideration $ 17,374 Assets acquired at relative fair value Intangible asset related to reduction in royalty $ 15,564 Equity-method investment 1,810 Total assets acquired $ 17,374 The Company accounted for tax impact of the acquisition of the intangible asset under ASC 740, Income Taxes Intangible asset at relative fair value $ 15,564 Adjustment to record deferred tax liability 5,783 Carrying value of intangible asset at June 2019 acquisition date 21,347 Amortization expense (1,133) Balance at December 31, 2019 $ 20,214 Amortization expense (2,267) Balance at December 31, 2020 $ 17,947 In conjunction with acquiring the investment in One, the Company recognized a deferred tax asset of approximately $3.1 million which represents the excess tax basis over carrying value. The Company recorded this deferred tax asset with a corresponding decrease to the amounts initially allocated to the investment. As the deferred tax asset exceeds the initially allocated balances and results in a reduction of the initial carrying value of the $1.8 million investment balance to zero, the remaining $1.2 million excess was recorded as a deferred credit. The deferred credit is not considered as a deferred tax liability nor a reduction of a deferred tax asset. Rather, the deferred credit is included in other long-term liabilities on the accompanying consolidated balance sheet, and subsequently recognized as a reduction to income tax expense in proportion to the realization or elimination of the deferred tax asset that gave rise to the deferred credit. A summary of the equity-method investment activity during the year ended December 31, 2019 is as follows (in thousands): Initially allocated value of equity-method investment $ 1,810 Deferred tax asset generated by book-to-tax difference (see Note 17) 3,040 Adjustment to carrying value of equity-method investment (1,810) Deferred credit (1,230) Balance at December 31, 2019 $ — In May 2020, the Company transferred the equity-method investment in One from the Gelesis entity in Italy to a Gelesis entity in the US. In connection with the transfer of the equity-method investment, the Company wrote-off the deferred tax asset of $3.0 million generated by the book-to-tax difference and the deferred credit of $1.2 million, resulting in an expense of $1.8 million recorded within provision for income taxes in the accompanying consolidated statement of operations during the year ended December 31, 2020. In October 2020, the Company further amended the terms of the amended and restated master agreement with One to cancel its obligation to issue to One the warrant for redeemable convertible preferred stock agreed to in the 2019 One Amendment (the “2020 One Amendment”). In return for cancelling the warrant, One received additional consideration consisting of a commercial milestone of €6.5 million (approximately $8.0 million) upon a weight loss product reaching €2.0 billion in cumulative net sales, and certain shareholders of One were granted warrants to purchase 522,009 shares of the Company’s common stock. The warrant for redeemable convertible preferred stock was remeasured prior to settlement. Additionally, the Company granted One a contingent call option to buy back the 10% ownership that the Company acquired in the 2019 One Amendment at an exercise price of €6.0 million (approximately $7.4 million). The call option is only exercisable upon (1) a change of control or a deemed liquidation event by the Company, as defined, in the Company’s Restated Certification of Incorporation (2) the date in which the Company’s current Chief Executive Officer is no longer affiliated with the Company in his capacity as either an executive officer or a member of the board of directors. The Company accounted for the 2020 One Amendment by derecognizing the carrying value of the warrant liability for redeemable convertible preferred stock on the date of the 2020 One Amendment, which had a fair value of approximately $6.0 million, and recognizing the consideration provided in the amendment, which had an aggregate fair value of approximately $5.8 million. The difference between the consideration provided by the Company and the warrant liability derecognized, approximately $0.2 million, represents a gain on settlement of the warrant liability and was recognized in other income, net, on the accompanying consolidated statement of operations during the year ended December 31, 2020. As the contingent call option granted to One shareholders to buy back the 10% investment in One did not meet the definition of a derivate under ASC 815, Derivatives and Hedging Derivatives and Hedging million, to additional paid in capital on the accompanying consolidated balance sheets. As the common stock warrants are equity-classified, the warrants are recorded at their initial fair value and not subsequently remeasured. The commercial milestone added as part of the 2020 One Amendment constitutes contingent consideration and was provided as additional consideration for a license or asset acquisition, representing one component of the consideration replacing the warrant liability previously provided as part of the consideration for the license. Under asset acquisition accounting, contingent consideration is not recognized until the contingency is resolved. As such, no amount was recognized for the contingent milestone on the date of the amendment. A summary of the gain on the warrant liability settlement that resulted from the 2020 One Amendment during the year ended December 31, 2020 is as follows (in thousands): Carrying value of warrants for redeemable convertible preferred stock $ 5,973 Fair value of common stock warrants, net of cash consideration paid of $10 (4,312) Fair value of contingent call option granted to One shareholders (1,494) Gain on warrant liability extinguishment $ 167 Research Innovation Fund (“RIF”) Financing In August 2020, the Gelesis S.r.l. entered into a loan and equity agreement with RIF, an investment fund out of the EU, whereby Gelesis S.r.l. received €10.0 million (approximately $12.3 million at December 31, 2020) from RIF as an equity investment and €15.0 million (approximately $18.4 million at December 31, 2020) as a loan with a fixed interest rate of 6.35% per annum (see Note 12). The equity investment can be called by Gelesis, Inc., beginning in December 2023 and ending in December 2026, by paying the investment plus 15% percent annual interest. If the Company does not exercise this call option, beginning in January 2027 and ending in December 2027, RIF may put the investment to the Company at a cost of the investment amount plus 3.175% percent annual interest. The loan has a termination date of December 31, 2030 and is repayable over 8 years starting 24 months subsequent to its issuance. Any unpaid principal and interest must be repaid upon exercise of the call option by the Company, or subsequent exercise of a put option by RIF. As of December 31, 2020, RIF holds approximately 22% of the equity of Gelesis S.r.l. The Company concluded that Gelesis Inc. is the only equity investment at risk as RIF’s investment is not considered equity due to the call and put options. The Company further evaluated the sufficiency of the equity at risk and concluded that given the fact that Gelesis S.r.l. had to receive the RIF investment, which represents subordinated financial support but not equity, the fair value of Gelesis Inc. equity is not sufficient to absorb its expected losses resulting from its research and development operations and business plan, rather some of its expected losses will have to be absorbed by the RIF investment. The RIF investment is equity held by a noncontrolling interest. Since the put option does not make the equity mandatorily redeemable, and the call option is held by the Company, the noncontrolling interest is not considered mandatorily redeemable and as such, is not presented as a liability. The noncontrolling interest is therefore classified as temporary equity — noncontrolling interest, and is accounted for in accordance with ASC 810, Consolidation The noncontrolling interest is initially recorded at €10.0 million (approximately $11.3 million, net of issuance costs of $0.4 million), the consideration allocated to the shareholder investment based on its fair value. The Company has applied ASC 810 to subsequently remeasure the noncontrolling interest, which results in no losses being attributed to the noncontrolling interest, rather, only earnings of the Gelesis S.r.l. entity based on the shareholder rights as a whole instrument. However, the noncontrolling interest shall not be reduced below the current redemption value of the put option, which represents the initial investment plus the accrued rate of return of 3.175% per annum. Adjustments to the noncontrolling interest that result from accreting the put option to its redemption value are recorded to accumulated deficit in the accompanying consolidated balance sheets. The Company recorded accretion of $0.6 million and foreign currency translation loss of $0.5 million to the noncontrolling interest during the year ended December 31, 2020. |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt | ||
Debt | 12. Debt Italian Economic Development Agency Loan In May 2014, the Company entered into a loan agreement with an Italian economic development agency in connection with a grant. In February 2016, the Company received a second tranche of financing under this loan agreement. Borrowings under the loan totaled €1.2 million (approximately $1.4 million at September 30, 2021), and the loan bears interest at 0.332% per annum. The Company is required to make annual principal and interest payments from January 2017 through January 2024. Intesa Sanpaolo Loan In November 2019, the Company entered into a loan agreement with Intesa Sanpaolo. Borrowings under the loan totaled €2.4 million (approximately $2.8 million at September 30, 2021), net of transaction costs of €0.1 million (approximately $0.1 million at September 30, 2021), and the loan bears interest at base rate of 2.3% plus the 3-month During the year ended December 31, 2020, the Company borrowed an aggregate of additional €5.0 million (approximately $5.8 million at September 30, 2021), net of transaction costs of approximately €13,000 (approximately $14,000 at September 30, 2021). The additional borrowings under the loan had the same terms and repayment schedule as the November 2019 loan. In March 2021, the Company entered into another loan agreement with Intesa Sanpaolo for aggregate borrowing of up to €5.0 million. Borrowings under the second loan agreement upon closing and as of September 30, 2021, totaled €5.0 million (approximately $5.8 million at September 30, 2021), net of transaction costs of €0.2 million (approximately $0.2 million at September 30, 2021), and the loan bears interest at base rate of 0.701%. The Company is required to make payments of interest only on borrowings under the loan agreement on a monthly basis through March 2023 (the interest only termination date), after which payments of principal in equal monthly installments and accrued interest will be due until the loan matures on March 26, 2024. Horizon 2020 Loan In December 2019, as part of the Horizon 2020 Grant (see Note 9), the Company entered into a loan agreement with the Italian Finance Ministry. Borrowings under the loan totaled €0.3 million (approximately $0.3 million at September 30, 2021), net of transaction costs and discounts of approximately €21,000 (approximately $25,000 at September 30, 2021), and the loan bears interest at 0.171% per annum. The Company is required to make payments of interest only on borrowings under the loan agreement on a semiannual basis through and including June 30, 2020 (the interest only termination date), after which payments of principal in equal semiannual installments and accrued interest will be due until the loan matures on June 30, 2028. In October 2020, the Company borrowed an additional €0.2 million (approximately $0.2 million at September 30, 2021), net of transaction costs of approximately €19,000 (approximately $22,000 at September 30, 2021). The additional borrowings under the loan had the same terms and repayment schedule as the December 2019 loan. RIF Shareholders Loan In August 2020, as part of the RIF financing transaction (see Note 11), the Company entered into a loan agreement with the shareholders of RIF. Borrowings under the loan totaled €14.5 million (approximately $16.8 million at September 30, 2021), net of transaction costs of €0.5 million (approximately $0.6 million at September 30, 2021), and the loan bears interest at 6.35% per annum. The Company is required to make payments of interest only on borrowings under the loan agreement on an annual basis starting December 31, 2020 and through and including December 30, 2022 (the interest only termination date), after which payments of principal in equal annual installments and accrued interest will be due until the loan matures on December 31, 2030. If either party exercises its call option or put option on the equity investment as part of the RIF Transaction, the unpaid principal and accrued interest as of that date must be paid by the Company. UniCredit Loan In November 2020, the Company entered into a loan agreement with UniCredit. Borrowings under the loan totaled €4.9 million (approximately $5.7 million at September 30, 2021), net of transaction costs and discounts of €0.1 million (approximately $0.1 million at September 30, 2021), and the loan bears interest at 2.12% per annum. The Company is required to make payments of principal and accrued interest on a semiannual basis starting December 10, 2021 until the loan matures on December 10, 2027. Future principal payments in connection to debt outstanding as of September 30, 2021 are as follows (in thousands): 2021 (excluding the nine months ended September 30, 2021) $ 38 2022 2,230 2023 7,902 2024 5,606 2025 4,290 Thereafter 17,468 $ 37,534 | 12. Debt Italian Economic Development Agency Loan In May 2014, the Company entered into a loan agreement with an Italian economic development agency in connection with a grant. In February 2016, the Company received a second tranche of financing under this loan agreement. Borrowings under the loan totaled €1.2 million (approximately $1.5 million at December 31, 2020), and the loan bears interest at 0.332% per annum. The Company is required to make annual principal and interest payments from January 2017 through January 2024. 2019 Convertible Promissory Notes In August 2019, the Company issued $2.5 million in convertible promissory notes (the “2019 Bridge Notes”) to PureTech and SSD2 LLC, current stockholders of the Company. The 2019 Bridge Notes have a stated interest rate of 8.0% per annum and shall become due and payable on demand at any time after December 31, 2019, with payment due in 30 days. Principal and unpaid accrued interest due under the 2019 Bridge Notes automatically converts into a class of the Company’s stock issued in the Company’s next qualified financing, as defined, based on a conversion price equal to 95% of the price per share paid by the other investors in the financing if it closes prior to November 30, 2019, with the conversion price to be further reduced to a minimum of 85% if the qualified financing closes after November 30, 2019. In October 2019, the Company amended and restated the terms of the 2019 Bridge Notes to increase the aggregate principal amount that can be raised to $10.8 million, with the notes becoming due and payable upon demand within 30 days any time after November 30, 2019, and the conversion price was reduced to 75%. In October 2019, the Company issued an additional $6.3 million of 2019 Bridge Notes to PureTech and SSD2 LLC. In November 2019, the Company issued an additional $2.0 million of 2019 Bridge Notes to PureTech and SSD2 LLC. In December 2019, a qualified financing as defined by the 2019 Bridge Note Agreement occurred, when the Company issued 2,269,831 shares of Series 3 Growth redeemable convertible preferred stock (“Series 3 Growth”) at an issuance price of $17.27 per share (see Note 14). In connection with the qualified financing, the conversion price of the 2019 Bridge Notes was adjusted to 90%, and the Company issued 703,439 shares of Series 3 Growth upon the conversion of $10.8 million outstanding principal and $0.1 million accrued interest at a conversion price of $15.54 per share. The Company concluded the 2019 Bridge Notes and its related features are within the scope of ASC 825, Financial Instruments, Intesa Sanpaolo Loan In November 2019, the Company entered into a loan agreement with Intesa Sanpaolo. Borrowings under the loan totaled €2.4 million (approximately $3.0 million at December 31, 2020), net of transaction costs of €0.1 million (approximately $0.1 million at December 31, 2020), and the loan bears interest at base rate of 2.3% plus the 3-month Euribor rate per annum. The Company is required to make payments of interest only on borrowings under the loan agreement on a quarterly basis through and including October 31, 2021 (the interest only termination date), after which payments of principal in equal quarterly installments and accrued interest will be due until the loan matures on October 31, 2029. The Company pledged certain manufacturing facilities, excluding equipment, as collateral under this loan agreement. During the year ended December 31, 2020, the Company borrowed an additional €5.0 million (approximately $6.1 million at December 31, 2020), net of transaction costs of approximately €13,000 (approximately $15,000 at December 31, 2020). The additional borrowings under the loan had the same terms and repayment schedule as the November 2019 loan. Horizon 2020 Loan In December 2019, as part of the Horizon 2020 Grant (see Note 9), the Company entered into a loan agreement with the Italian Finance Ministry. Borrowings under the loan totaled €0.3 million (approximately $0.3 million at December 31, 2020), net of transaction costs and discounts of approximately €21,000 (approximately $26,000 at December 31, 2020), and the loan bears interest at 0.171% per annum. The Company is required to make payments of interest only on borrowings under the loan agreement on a semiannual basis through and including June 30, 2020 (the interest only termination date), after which payments of principal in equal semiannual installments and accrued interest will be due until the loan matures on June 30, 2028. In October 2020, the Company borrowed an additional €0.2 million (approximately $0.2 million at December 31, 2020), net of transaction costs of approximately €19,000 (approximately $23,000 at December 31, 2020). The additional borrowings under the loan had the same terms and repayment schedule as the December 2019 loan. RIF Shareholders Loan In August 2020, as part of the RIF financing transaction (see Note 11), the Company entered into a loan agreement with the shareholders of RIF. Borrowings under the loan totaled €14.5 million (approximately $17.8 million at December 31, 2020), net of transaction costs of €0.5 million (approximately $0.6 million at December 31, 2020), and the loan bears interest at 6.35% per annum. The Company is required to make payments of interest only on borrowings under the loan agreement on an annual basis starting December 31, 2020 and through and including December 30, 2022 (the interest only termination date), after which payments of principal in equal annual installments and accrued interest will be due until the loan matures on December 31, 2030. If either party exercises its call option or put option on the equity investment as part of the RIF Transaction, the unpaid principal and accrued interest as of that date must be paid by the Company. UniCredit Loan In November 2020, the Company entered into a loan agreement with UniCredit. Borrowings under the loan totaled €4.9 million (approximately $6.0 million at December 31, 2020), net of transaction costs and discounts of €0.1 million (approximately $0.1 million at December 31, 2020), and the loan bears interest at 2.12% per annum. The Company is required to make payments of principal and accrued interest on a semiannual basis starting December 10, 2021 until the loan matures on December 10, 2027. PPP Loan On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted to, amongst other provisions, provide emergency assistance for individuals, families and businesses affected by the COVID-19 pandemic. The CARES Act includes a Paycheck Protection Program (“PPP”) administered through the Small Business Association (“SBA”). Under the PPP, beginning April 3, 2020, small businesses and other entities and individuals could apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. In April 2020, the Company issued a promissory note to Silicon Valley Bank, pursuant to which it received loan proceeds of $0.3 million (the “PPP Loan”) provided under the PPP established under the CARES Act and guaranteed by the U.S. Small Business Administration. In November 2020, the Company was notified by Silicon Valley Bank that the PPP Loan had been fully forgiven by the SBA and there is no remaining balance on its account. The Company recognized income of $0.3 million in other income on the consolidated statements of operations during the year ended December 31, 2020, for debt extinguishment pursuant to ASC 470, Debt Future principal payments in connection to debt outstanding as of December 31, 2020 are as follows (in thousands): 2021 $ 313 2022 2,360 2023 4,683 2024 4,706 2025 4,539 Thereafter 18,486 $ 35,087 |
Warrants_2_3
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Warrants | ||
Warrants | 13. Warrants Summary of Outstanding Warrants The following represents a summary of the warrants outstanding at September 30, 2021: Number of Shares Issued Classification Exercisable for Issuable August 2013 Liability Series A‑4 redeemable convertible preferred stock (“Series A‑4”) 708,493 October 2020 Equity Common stock 522,009 The following represents a summary of the warrants outstanding at December 31, 2020: Number of Shares Issued Classification Exercisable for Issuable April 2011 Liability Series A‑1 redeemable convertible preferred stock (“Series A‑1”) 74,784 June 2012 Liability Series A‑3 redeemable convertible preferred stock (“Series A‑3”) 238,189 August 2013 Liability Series A ‑ 4 708,493 October 2020 Equity Common stock 522,009 Warrants Issued in Connection with 2008 Loan Agreement In April 2011, in connection with an amendment to the 2008 Loan, the Company issued a warrant to purchase shares of Series A-1 at an exercise price equal to the lower of $4.44 per share or the price per share received in the first sale of shares of the Company’s stock resulting in at least $5.0 million gross proceeds to the Company. The warrant is exercisable for the number of shares of Series A-1 equal to the quotient of $0.3 million divided by the exercise price of the warrant. Following the issuance of Series A-5 redeemable convertible preferred stock (“Series A-5”) in March 2015 (see Note 14) the warrant became exercisable for 74,784 shares of Series A-1 at an exercise price of $4.44. The warrant terminates upon the earlier of (i) April 27, 2021, (ii) three years after the effective date of an initial public offering or (iii) a sale of the Company. The warrant liability is remeasured at each reporting date with increases or decreases in the fair value being recorded in the consolidated statements of operations. The fair value of the warrants was $0.6 million at December 31, 2020. In April 2021, the Company issued 52,222 shares of Series A-1 upon the net exercise of the remaining outstanding warrants. The warrants exercised had an aggregate fair value of $0.9 million on the date of exercise. No Series A-1 warrants remained outstanding as of September 30, 2021. Series A-3 Warrants In June 2012, in connection with an amendment to the Master Agreement and Patent and License Assignment Agreement with One (see Note 11), in exchange for the right to expand the field use of the intellectual property purchased, the Company issued fully vested warrants to purchase 238,189 shares of Series A-3 at an exercise price of $0.04 per share. The warrant is subject to automatic exercise upon a deemed liquidation event, as defined, in the Company’s Restated Certification of Incorporation. The warrants expire in June 2022. The fair value of the warrants was $0.7 million at the date of issuance and was recorded as a research and development expense, and a corresponding warrant liability was recorded as a component of other non- current liabilities. The warrant liability is remeasured at each reporting date with increases or decreases in the fair value being recorded in the consolidated statements of operations. The fair value of the warrants was $2.9 million at December 31, 2020. In March 2021, the Company issued 238,189 shares of Series A-3 upon the exercise of the remaining outstanding warrants. The warrants exercised had an aggregate fair value of $3.0 million on the date of exercise. No Series A-3 warrants remained outstanding as of September 30, 2021. Series A-4 Warrants In August 2013, in connection with the issuance of Series A-4, the Company issued contingent warrants to purchase 719,670 shares of Series A-4 at an exercise price of $0.04 per share. Such warrants were issuable if the Company did not sell shares of its common stock in a firm commitment underwritten public offering on or before February 15, 2015 or if the Company was liquidated, dissolved, wound up or closes a deemed liquidation event prior to an IPO. The warrants were issued in February 2015 when the contingencies were not met. The warrants expire in August 2023. The fair value of the warrants was $1.7 million at the date of issuance and was recorded as a research and development expense, and a corresponding warrant liability was recorded as a component of other non- current liabilities. The warrant liability is remeasured at each reporting date with increases or decreases in the fair value being recorded in the consolidated statements of operations. As of September 30, 2021 and December 31, 2020, 708,493 warrants remained outstanding with an aggregate fair value of $17.5 million and $8.6 million, respectively. Series 3 Growth Warrants In June 2019, in connection with the terms of the amended and restated master agreement between the Company and One, the Company agreed to issue to One a warrant for redeemable convertible preferred stock equivalent to 2.7% of the shares of capital stock outstanding on an as converted basis within 30 days of the completion of a future equity financing that results in at least $50.0 million in gross proceeds with an exercise price equal to the issuance price of the future equity financing (see Note 11). Due to the fact that the settlement value was dependent on something other than the fair value of the issuer’s equity shares, ASC 480 — Distinguishing Liabilities from Equity In December 2019, the Company entered into the Series 3 & 4 Growth Preferred Stock Purchase Agreement (the “Series 3 & 4 Growth Agreement”), under which, it closed a $50.0 million equity financing round for Series 3 Growth (see Note 11) and the warrant became issuable for 478,828 shares of Series 3 Growth. In October 2020, the Company and One amended the terms of the amended and restated master agreement which resulted in the Company being relieved from its obligation to issue the warrants for Series 3 Growth in exchange for the delivery of warrants to common stock, a contingent call option and contingent consideration of the commercial milestone (see Note 11). Series 4 Growth Options Pursuant to the Series 3 & 4 Growth Agreement, Series 3 Growth shareholders were given the right, but not the obligation, to purchase shares of Series 4 Growth at a purchase price of $20.72, within one year of the Series 3 Growth initial closing in December 2019 (the “Series 4 Growth Options”). In conjunction with the 2,973,270 shares of Series 3 Growth issued during the Series 3 Growth initial closing, the Company issued 2,419,573 Series 4 Growth Options. During the year ended December 31, 2020, the Company issued an additional 2,845,625 shares of Series 3 Growth to current and new investors, resulting in the issuance of an additional 2,371,812 Series 4 Growth Options. The Series 4 Growth Options were evaluated under ASC 480 — Distinguishing Liabilities from Equity Common Stock Warrants In October 2020, in connection with the 2020 One Amendment (see Note 11), the Company granted certain shareholders of One warrants to purchase 522,009 shares of the Company’s common stock. The Company accounted for the common stock warrants under ASC 815, Derivatives and Hedging | 13. Warrants Summary of Outstanding Warrants The following represents a summary of the warrants outstanding at December 31, 2020: Number of Shares Issued Classification Exercisable for Issuable April 2011 Liability Series A-1 redeemable convertible preferred stock (“Series A-1”) 74,784 June 2012 Liability Series A-3 redeemable convertible preferred stock (“Series A-3”) 238,189 August 2013 Liability Series A-4 redeemable convertible preferred stock (“Series A-4”) 708,493 October 2020 Equity Common stock 522,009 The following represents a summary of the warrants outstanding at December 31, 2019: Number of Shares Issued Classification Exercisable for Issuable April 2011 Liability Series A-1 74,784 June 2012 Liability Series A-3 238,189 August 2013 Liability Series A-4 719,670 December 2019 (1) Liability Series 3 Growth redeemable convertible preferred stock (“Series 3 Growth”) 478,828 December 2019 (2) Liability Series 4 Growth redeemable convertible preferred stock (“Series 4 Growth”) 2,419,573 (1) The Company had an obligation to issue such warrants to One under the amended and restated master agreement as of December 31, 2019 (see Note 11). (2) Options of holders of Series 3 Growth redeemable convertible preferred stock to purchase shares of Series 4 Growth redeemable convertible preferred stock. Warrants Issued in Connection with 2008 Loan Agreement In April 2011, in connection with an amendment to the 2008 Loan, the Company issued a warrant to purchase shares of Series A-1 at an exercise price equal to the lower of $4.44 per share or the price per share received in the first sale of shares of the Company’s stock resulting in at least $5.0 million gross proceeds to the Company. The warrant is exercisable for the number of shares of Series A-1 equal to the quotient of $0.3 million divided by the exercise price of the warrant. Following the issuance of Series A-5 redeemable convertible preferred stock (“Series A-5”) in March 2015 (see Note 14) the warrant became exercisable for 74,784 shares of Series A-1 at an exercise price of $4.44. The warrant terminates upon the earlier of (i) April 27, 2021, (ii) three years after the effective date of an initial public offering or (iii) a sale of the Company. The warrant liability is remeasured at each reporting date with increases or decreases in the fair value being recorded in the consolidated statements of operations. The fair value of the warrants was $0.6 million and $0.5 million at December 31, 2020 and 2019, respectively. Such warrants remain outstanding at December 31, 2020. Series A-3 Warrants In June 2012, in connection with an amendment to the Master Agreement and Patent and License Assignment Agreement with One (see Note 11), in exchange for the right to expand the field use of the intellectual property purchased, the Company issued fully vested warrants to purchase 238,189 shares of Series A-3 at an exercise price of $0.04 per share. The warrant is subject to automatic exercise upon a deemed liquidation event, as defined, in the Company’s Restated Certification of Incorporation. The warrants expire in June 2022. The fair value of the warrants was $0.7 million at the date of issuance and was recorded as a research and development expense, and a corresponding warrant liability was recorded as a component of other non-current liabilities. The warrant liability is remeasured at each reporting date with increases or decreases in the fair value being recorded in the consolidated statements of operations. The fair value of the warrants was $2.9 million and $2.5 million at December 31, 2020 and 2019, respectively. Such warrants remain outstanding at December 31, 2020. Series A-4 Warrants In August 2013, in connection with the issuance of Series A-4, the Company issued contingent warrants to purchase 719,670 shares of Series A-4 at an exercise price of $0.04 per share. Such warrants were issuable if the Company did not sell shares of its common stock in a firm commitment underwritten public offering on or before February 15, 2015 or if the Company was liquidated, dissolved, wound up or closes a deemed liquidation event prior to an IPO. The warrants were issued in February 2015 when the contingencies were not met. The warrants expire in August 2023. The fair value of the warrants was $1.7 million at the date of issuance and was recorded as a research and development expense, and a corresponding warrant liability was recorded as a component of other non-current liabilities. The warrant liability is remeasured at each reporting date with increases or decreases in the fair value being recorded in the consolidated statements of operations. In October 2020, the Company issued 11,177 shares of Series A-4 upon the exercise of the associated warrants. The warrants exercised had an aggregate fair value of $0.1 million on the date of exercise. As of December 31, 2020 and 2019, 708,493 and 719,670 warrants remained outstanding, respectively, with an aggregate fair value of $8.6 million and $7.7 million, respectively. Series 3 Growth Warrants In June 2019, in connection with the terms of the amended and restated master agreement between the Company and One, the Company agreed to issue to One a warrant for redeemable convertible preferred stock equivalent to 2.7% of the shares of capital stock outstanding on an as converted basis within 30 days of the completion of a future equity financing that results in at least $50.0 million in gross proceeds with an exercise price equal to the issuance price of the future equity financing (see Note 11). Due to the fact that the settlement value was dependent on something other than the fair value of the issuer’s equity shares, ASC 480 — Distinguishing Liabilities from Equity In December 2019, the Company entered into the Series 3 & 4 Growth Preferred Stock Purchase Agreement (the “Series 3 & 4 Growth Agreement”), under which, it closed a $50.0 million equity financing round for Series 3 Growth (see Note 11) and the warrant became issuable for 478,828 shares of Series 3 Growth. In October 2020, the Company and One amended the terms of the amended and restated master agreement which resulted in the Company being relieved from its obligation to issue the warrants for Series 3 Growth in exchange for the delivery of warrants to common stock, a contingent call option and contingent consideration of the commercial milestone (see Note 11). The warrant liability relating to the obligation to issue Series 3 Growth warrants was adjusted to its extinguishment date fair value of Series 4 Growth Options Pursuant to the Series 3 & 4 Growth Agreement, Series 3 Growth shareholders were given the right, but not the obligation, to purchase shares of Series 4 Growth at a purchase price of $20.72, within one year of the Series 3 Growth initial closing in December 2019 (the “Series 4 Growth Options”). In conjunction with the 2,973,270 shares of Series 3 Growth issued during the Series 3 Growth initial closing, the Company issued 2,419,573 Series 4 Growth Options. During the year ended December 31, 2020, the Company issued an additional 2,845,625 shares of Series 3 Growth to current and new investors, resulting in the issuance of an additional 2,371,812 Series 4 Growth Options. The Series 4 Growth Options were evaluated under ASC 480 — Distinguishing Liabilities from Equity Common Stock Warrants In October 2020, in connection with the 2020 One Amendment (see Note 11), the Company granted certain shareholders of One warrants to purchase 522,009 shares of the Company’s common stock. The Company accounted for the common stock warrants under ASC 815, Derivatives and Hedging |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Redeemable Convertible Preferred Stock | ||
Redeemable Convertible Preferred Stock | 14. Redeemable Convertible Preferred Stock Redeemable convertible preferred stock consisted of the following at September 30, 2021 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A‑1 1,711,755 1,689,193 7,505 $ 7,113 1,689,193 Series A‑2 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A‑3 1,730,874 1,730,874 5,188 7,460 1,730,874 Series A‑4 2,159,022 1,450,529 4,347 2,602 1,450,529 Series A‑5 1,977,114 1,977,114 24,539 49,151 1,977,114 Series Growth 2,538,274 2,538,274 31,500 63,381 2,538,274 Series 2 Growth 2,370,803 2,370,803 30,370 59,223 2,370,803 Series 3 Growth 6,308,529 5,818,895 100,492 164,733 5,818,895 Total 19,957,625 18,736,936 $ 206,971 $ 356,696 18,736,936 Redeemable convertible preferred stock consisted of the following at December 31, 2020 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A‑1 1,711,755 1,636,971 7,273 $ 6,176 1,636,971 Series A‑2 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A‑3 1,730,874 1,492,685 4,474 4,463 1,492,685 Series A‑4 2,159,022 1,450,529 5,473 2,602 1,450,529 Series A‑5 1,977,114 1,977,114 24,536 24,991 1,977,114 Series Growth 2,538,274 2,538,274 31,500 32,763 2,538,274 Series 2 Growth 2,370,803 2,370,803 30,370 30,684 2,370,803 Series 3 Growth 6,308,529 5,818,895 150,768 108,813 5,818,895 Total 19,957,625 18,446,525 $ 257,424 $ 213,525 18,446,525 Series A-1 In April 2011, the Company issued units comprised of 1,636,971 shares of Series A-1 and 1,636,971 shares of common stock upon the conversion of $3.2 million of outstanding principal and accrued interest related to convertible notes issued in 2009 and 2010 and $0.4 million of deferred interest related to the 2008 Loan. The conversion was based on an issuance price of $4.44 per unit, whereby each unit is comprised of one share of Series A-1 and one share of common stock. In April 2021, the Company issued 52,222 shares of Series A-1 upon the net exercise of the Series A-1 warrants. The warrants exercised had an aggregate fair value of $0.9 million on the date of exercise. Series A-2 In May 2011, the Company issued: ● 409,440 shares of Series A-2 at an issuance price of $2.61 per share, resulting in gross proceeds of $1.1 million. ● 284,249 shares of Series A-2 upon conversion of $0.6 million outstanding principal and accrued interest on convertible notes issued in 2011 at a conversion price of $1.96 per share, recorded at the fair value of Series A-2 issued of $0.7 million. ● 191,625 shares of Series A-2 upon conversion of $0.5 million of deferred interest related to the 2008 Loan, based on an issuance price of $2.61 per share. In addition, in May 2011, the Company entered into an agreement with PureTech Health LLC (“PureTech”) to issue a total of 275,940 shares of Series A-2 in exchange for management and consulting services (see Note 20). The fair value of the services was not readily determinable and, accordingly, the initial carrying value of Series A-2 issued in exchange for services was equal to the then-current fair value of the Series A-2 of $0.7 million, based on the Series A-2 issuance price of $2.61 per share. Series A-3 In June 2012, the Company issued 1,017,648 shares of Series A-3 at an issuance price of $3.00 per share resulting in gross proceeds of $3.1 million and the Company incurred issuance costs of approximately $10,000. In June 2012, the Company issued 219,792 shares of Series A-3 upon conversion of $0.7 million of outstanding principal and accrued interest related to a promissory note issued in 2012 at an issuance price of $3.00 per share and 255,245 shares of Series A-3 upon the conversion of $0.7 million of outstanding principal and accrued interest related to a bridge loan issued in 2012 at $2.85 per share. In March 2021, the Company issued 238,189 shares of Series A-3 upon the exercise of the Series A-3 warrants. The warrants exercised had an aggregate fair value of $3.0 million on the date of exercise. Series A-4 In August 2013, the Company issued 1,439,352 equity units, each consisting of (i) one share of Series A-4 with a contingently issuable warrant to purchase 50% of one share of Series A-4 and (ii) one share of common stock of the LLC with a contingently issuable warrant to purchase 50% of one share of common stock of the LLC, for $3.00 per unit, resulting in proceeds of $4.3 million, net of issuance costs of approximately $11,000. The Company determined that the warrants to purchase shares of Series A-4 met the criteria for classification as a liability and were to be accounted for at fair value (see Note 13). Accordingly, the proceeds from the sale of the equity units were first allocated to the Series A-4 warrants at their fair value at issuance of $1.7 million, with the residual proceeds allocated to the Series A-4, the LLC common stock and the LLC common warrants based on their relative fair values of $2.5 million, $0.1 million and $0.1 million, respectively. In October 2020, the Company issued 11,177 shares of Series A-4 upon the exercise of the Series A-4 warrants. The warrants exercised had an aggregate fair value of $0.1 million on the date of exercise. Series A-5 In March 2015, the Company issued 1,450,265 shares of Series A-5 at an issuance price of $12.41 per share resulting in gross proceeds of $18.0 million and the Company incurred issuance costs of $0.1 million. In conjunction with the financing, approximately $4.3 million of outstanding principal and accrued interest on the 2014 Bridge Notes converted to 492,900 shares of Series A-5 at a conversion price of $8.69. In a subsequent and final closing in April 2015, the Company issued 33,949 shares of Series A-5 at an issuance price of $12.41 per share resulting in gross proceeds of $0.4 million. Series Growth In December 2015, the Company issued 2,538,274 shares of Series Growth to current and new investors at an issuance price of $12.41 per share resulting in gross proceeds of $31.5 million and the Company incurred issuance costs of $0.1 million. Series 2 Growth In February 2018, the Company entered into the Series 2 Growth Preferred Stock Purchase Agreement with current investors (the “Series 2 Growth Initial Purchasers”). In the February 2018 closing, the Series 2 Growth Initial Purchasers purchased 780,640 shares of Series 2 Growth at an issuance price of $12.81 resulting in gross proceeds of $10.0 million and the Company incurred issuance costs of $0.2 million. The Series 2 Growth Initial Purchasers also agreed to purchase up to 1,561,280 additional Series 2 Growth shares for aggregate proceeds of $20.0 million in subsequent closings (the “Series 2 Growth Tranche Rights”) at $12.81 per share as specified under the agreement. The fair value of the Series 2 Growth on the date of issuance was determined to be $13.80 per share based on an independent third-party valuation. The Series 2 Growth Tranche Rights were evaluated under ASC 480 — Distinguishing Liabilities from Equity In June 2018, additional current investors (“Series 2 Growth Subsequent Purchasers”) entered into the Series 2 Growth Preferred Stock Purchase Agreement. In the June 2018 closing, the Series 2 Growth Subsequent Purchasers purchased 9,269 shares of Series 2 Growth resulting in gross proceeds of $0.1 million and the Company incurred issuance costs of approximately $6,000. The Series 2 Growth Subsequent Purchasers also agreed to purchase up to 19,254 additional Series 2 Growth shares for aggregate proceeds of $0.2 million in subsequent closings alongside the Series 2 Growth Initial Purchasers. In September 2018, under the Series 2 Growth Tranche Rights, the Company issued 390,320 shares of Series 2 Growth to the Series 2 Growth Initial Purchasers and Subsequent Purchasers resulting in gross proceeds of $5.0 million and incurring issuance costs of approximately $7,000. In December 2018, under the Series 2 Growth Tranche Rights, the Company issued 390,320 shares of Series 2 Growth to the Series 2 Growth Initial Purchasers and Subsequent Purchasers resulting in gross proceeds of $5.0 million. No issuance costs were incurred in conjunction with this issuance. In April 2019, under the Series 2 Growth Tranche Rights, the Company issued 390,320 shares of Series 2 Growth to the Series 2 Growth Initial Purchasers and Subsequent Purchasers resulting in gross proceeds of $5.0 million. No issuance costs were incurred in conjunction with this issuance. The fair value of the Series 2 Growth Tranche Rights liability was revalued to its estimated fair value of $1.1 million, resulting in income of $0.3 million during the year ended December 31, 2019. The April 2019 tranche issuance resulted in the settlement of $0.7 million of Tranche Rights. Subsequently in April 2019, the Company amended the Series 2 Growth stock purchase agreement to accelerate the remaining tranche rights under the original agreement. The Company issued 409,574 shares of Series 2 Growth to the Series 2 Growth Initial Purchasers and Subsequent Purchasers resulting in gross proceeds of $5.2 million. No issuance costs were incurred in conjunction with this issuance. The fair value of the Series 2 Growth Tranche Rights liability was revalued to its estimated fair value of $1.8 million, resulting in a loss of $0.8 million during the year ended December 31, 2018. The second April 2019 tranche issuance was the final Series 2 Growth tranche closing and resulted in the settlement of the remaining $1.8 million of Series 2 Growth Tranche Rights. Series 3 Growth In December 2019, the Company entered into the Series 3 Growth Preferred Stock Purchase Agreement with current and new investors (the “Series 3 Growth Initial Purchasers”). In the December 2019 closing, the Series 3 Growth Initial Purchasers purchased 2,269,831 shares of Series 3 at an issuance price of $17.27 per share, resulting in gross proceeds of $39.2 million and incurred issuance costs of $0.3 million. In conjunction with the closing, the Company issued 703,439 shares of Series 3 Growth upon conversion of the 2019 Bridge Notes, which had an estimated fair value of $12.1 million at the time of conversion (see Note 12). As part of the Series 3 & 4 Growth Agreement certain Series 3 Growth Initial Purchasers agreed to purchase, 775,911 additional Series 3 Growth shares at $17.27 per share for aggregate proceeds of $13.4 million in subsequent closings (the “Series 3 Growth Tranche Rights”). The fair value of the Series 3 Growth on the date of issuance was determined by the Company to be $17.09 per share with the assistance of a third-party valuation specialist. The Series 3 Growth Tranche Rights were evaluated under ASC 480 — Distinguishing Liabilities from Equity At the date of the December 2019 issuance, $0.4 million of the Series 3 Growth proceeds was allocated to the Series 3 Growth Tranche Rights liability, which was recorded as a current liability in the accompanying consolidated balance sheets. The Company also recognized approximately $6,000 of other expense for issuance costs related to the Tranche Rights in the accompanying consolidated statement of operations. In April 2020, the Company issued 818,990 shares of Series 3 Growth resulting in gross proceeds of $14.1 million and incurring issuance costs of approximately $26,000. The issuance included 775,911 shares under the Series 3 Growth Tranche Rights. The Series 3 Growth Tranche Rights liability was remeasured to its estimated fair value immediately prior to settlement, resulting in $0.3 million of income being recorded in the consolidated statements of operations. The tranche issuance was the final Series 3 Growth tranche closing and resulted in the settlement of the remaining $0.1 million of Series 3 Growth Tranche Rights. In June 2020, the Company issued 1,158,077 shares of Series 3 Growth to CMS in conjunction with the CMS Bridging DMCC Licensing, Collaboration, and Investing Agreements (see Note 5) resulting in gross proceeds of $20.0 million and incurring issuance costs of $0.2 million. In August 2020, the Company issued 868,558 shares of Series 3 Growth resulting in gross proceeds of $15.0 million and incurring issuance costs of $0.1 million. Redeemable Convertible Preferred Stock Rights and Preferences On December 2, 2019, the Company filed its Twelfth Amended and Restated Certificate of Incorporation which amended the terms of the Company’s redeemable convertible preferred stock to designate Series A-1, Series A-2, Series A-3 and Series A-4 as Junior Preferred Stock, collectively, and Series A-5, Series Growth, Series 2 Growth, Series 3 Growth and Series 4 Growth as Senior Preferred, collectively, and together with the Junior Preferred, the Series Preferred. In addition, the Twelfth Amended and Restated Certificate of Incorporation designated Series Growth and Series 2 Growth as Junior Growth Preferred, collectively, and Series 3 Growth and Series 4 Growth as Senior Growth Preferred, collectively. Voting The holders of Series Preferred have full voting rights and powers equal to the rights and powers of holders of shares of common stock, with respect to any matters upon which holders of shares of common stock have the right to vote. Holders of Series Preferred are entitled to the number of votes equal to the number of whole shares of common stock into which such share of Series Preferred could be converted at the record date for determination of the stockholders entitled to vote on such matters. Holders of record of the shares of common stock and preferred stock, voting together as a single class, are entitled to elect the directors of the Company. Dividends Liquidation Preference Prepayment Dividends On June 27, 2012, the terms of the Series Preferred were amended. An 8% non-cumulative dividend payable when and if declared by the Board was replaced with a liquidation preference prepayment dividend (“Liquidation Preference Prepayment Dividend”). The Senior Growth Preferred Stock rank senior to the Junior Growth Preferred Stock, which rank senior to the Series A-5, which rank senior to the Junior Series Preferred Stock in the event of a Liquidation Preference Prepayment Dividend. The Board of Directors, which is controlled by Series 3 Growth holders as of September 30, 2021, may elect to declare of the above designations of Series Preferred, one or more dividends equal to the liquidation preference of such shares, or any portion thereof, to the holders of such shares. If a liquidation preference prepayment dividend is paid, it would reduce the liquidation preference payable to the respective Series Preferred holders upon liquidation or deemed liquidation. Dividends subsequent to Liquidation Preference Prepayment Dividend After Liquidation Preference Prepayment Dividends have been paid in full and after the holders of common stock have received aggregate dividends per share equal to the lowest per share Liquidation Preference Prepayment Dividend, then the holders of Series Preferred will participate in any dividends declared on a pro rata basis with common stock. Liquidation Preference The Senior Growth Preferred Stock rank senior to the Junior Growth Preferred Stock, which rank senior to the Series A-5, which rank senior to the Junior Series Preferred Stock, which rank senior to Company’s common stock in the event of liquidation dissolution or winding-up of the Company. In the event of any liquidation, dissolution or winding-up of the Company, the holders of Senior Growth Preferred shall be entitled to receive, prior to any distributions being made to Junior Growth Preferred, Series A-5, Junior Preferred and common stock, an amount per share equal to one and one-half times (1.5x) the original issuance price ($17.27 and $20.72 per share for Series 3 Growth and Series 4 Growth, respectively) less any Liquidation Preference Prepayment Dividend paid for such shares of Senior Growth Preferred, plus any dividends declared but unpaid. If upon liquidation, dissolution or winding up of the Company, the assets available for distribution are insufficient to pay the Senior Growth Preferred the full amount to which they are entitled, the holders of Senior Growth Preferred share ratably in any distribution of the assets. After payment to holders of the Senior Growth Preferred, the Junior Growth Preferred, Series A-5, and Junior Series Preferred, each shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of a lower ranking designation of stock an amount per share equal to the greater of (i) the applicable original issue price ($12.81, $12.41, $12.41, $3.77, $3.00, $2.61, and $4.44 per share for Series 2 Growth, Series Growth, Series A-5, Series A-4, Series A-3, Series A-2, and Series A-1, respectively), less any Liquidation Preference Prepayment Dividend paid for such shares of the respective designation of stock, plus any dividends declared but unpaid, or (ii) such amount per share as would have been payable had all shares of Series Preferred been converted into common stock immediately prior to such liquidation, dissolution or winding up, less any Liquidation Preference Prepayment Dividend paid for such shares of the respective designation of stock and after giving effect to any other applicable Liquidation Preference Prepayment Dividend. If upon liquidation, dissolution or winding up of the Company, the assets available for distribution are insufficient to pay the holders of a particular designation of stock the full amount to which they are entitled, the holders of the particular designation of stock share ratably in any distribution of the assets. In the event of any liquidation, dissolution or winding-up of the Company, after the Series Preferred liquidation payments have been made, the remaining assets for distribution shall be distributed among the holders of the Senior Growth Preferred and common stock pro rata based on the number of shares held by each Senior Growth Preferred and common stockholder, treating for this purpose all such securities as if they had converted to common stock. Redemption Modification of Senior Preferred Stock terms On February 28, 2018, the terms of the Senior Series Preferred were amended to add a redemption feature provided to holders of the Senior Preferred Stock. Shares of Senior Preferred Stock shall be redeemed by the Company, upon an elective redemption request by the investors on or after February 28, 2025, at a price equal to the greater of i) the conversion price per share, plus all declared but unpaid dividends thereon, and ii) the fair market value of a single share of each applicable series of Senior Preferred. Outstanding shares of Senior Preferred Stock shall be accreted to the redemption value at each reporting period, with the offset recorded to additional paid-in capital in the accompanying consolidated balance sheets. On December 2, 2019, the redemption date was amended to December 2, 2026. Conversion Each share of Series Preferred is convertible at the option of the holder at any time after issuance into the number of fully paid and nonassessable shares of common stock as determined by dividing the original issue price of each series of preferred stock by the conversion price of each series in effect at time of the conversion. The initial conversion price is the respective original issue price, subject to adjustment in accordance with the antidilution provisions of each series. Each Series Preferred will subject to automatic conversion into common stock in the event of either (i) a qualified initial public offering that results in minimum gross proceeds to the Company of $50.0 million and a price of at least $17.27 per share, or (ii) at the election of the holders of a majority of the then outstanding Series Preferred. Each share of Series Preferred will be automatically converted into one share of common stock at the then effective conversion rate, provided however that in the event of a qualified initial public offering, the holders of the Senior Growth Preferred Stock will be entitled to receive additional shares of common stock equal to one and one-half times (1.5x) the original issue price of the Senior Growth Preferred divided by the price per share of common stock offered in such initial public offering. Series A-3 may only be converted at the election of the holders of a majority of the then outstanding Series A-3 and the Board of Directors in its sole discretion if the conversion occurs following the payment in full of the Series Preferred Liquidation Preference Payment. As of September 30, 2021, none of the outstanding shares of Series Preferred were converted into common stock. | 14. Redeemable Convertible Preferred Stock Redeemable convertible preferred stock consisted of the following at December 31, 2020 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A-1 1,711,755 1,636,971 7,273 $ 6,176 1,636,971 Series A-2 redeemable convertible preferred stock (“Series A-2”) 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A-3 1,730,874 1,492,685 4,474 4,463 1,492,685 Series A-4 2,159,022 1,450,529 5,473 2,602 1,450,529 Series A-5 1,977,114 1,977,114 24,536 24,991 1,977,114 Series Growth redeemable convertible preferred stock (“Series Growth”) 2,538,274 2,538,274 31,500 32,763 2,538,274 Series 2 Growth redeemable convertible preferred stock (“Series 2 Growth”) 2,370,803 2,370,803 30,370 30,684 2,370,803 Series 3 Growth 6,308,529 5,818,895 150,768 108,813 5,818,895 Total 19,957,625 18,446,525 $ 257,424 $ 213,525 18,446,525 Redeemable convertible preferred stock consisted of the following at December 31, 2019 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A-1 1,711,755 1,636,971 $ 7,273 $ 6,176 1,636,971 Series A-2 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A-3 1,730,874 1,492,685 4,474 4,463 1,492,685 Series A-4 2,159,022 1,439,352 5,430 2,466 1,439,352 Series A-5 1,977,114 1,977,114 24,536 24,536 1,977,114 Series Growth 2,538,274 2,538,274 31,500 31,500 2,538,274 Series 2 Growth 2,370,803 2,370,803 30,370 30,370 2,370,803 Series 3 Growth 5,355,049 2,973,270 77,037 51,348 2,973,270 Total 19,004,145 15,589,723 $ 183,650 $ 153,892 15,589,723 Series A-1 In April 2011, the Company issued units comprised of 1,636,971 shares of Series A-1 and 1,636,971 shares of common stock upon the conversion of $3.2 million of outstanding principal and accrued interest related to convertible notes issued in 2009 and 2010 and $0.4 million of deferred interest related to the 2008 Loan. The conversion was based on an issuance price of $4.44 per unit, whereby each unit is comprised of one share of Series A-1 and one share of common stock. Series A-2 In May 2011, the Company issued: ● 409,440 shares of Series A-2 at an issuance price of $2.61 per share, resulting in gross proceeds of $1.1 million. ● 284,249 shares of Series A-2 upon conversion of $0.6 million outstanding principal and accrued interest on convertible notes issued in 2011 at a conversion price of $1.96 per share, recorded at the fair value of Series A-2 issued of $0.7 million. ● 191,625 shares of Series A-2 upon conversion of $0.5 million of deferred interest related to the 2008 Loan, based on an issuance price of $2.61 per share. In addition, in May 2011, the Company entered into an agreement with PureTech Health LLC (“PureTech”) to issue a total of 275,940 shares of Series A-2 in exchange for management and consulting services (see Note 20). The fair value of the services was not readily determinable and, accordingly, the initial carrying value of Series A-2 issued in exchange for services was equal to the then-current fair value of the Series A-2 of $0.7 million, based on the Series A-2 issuance price of $2.61 per share. Series A-3 In June 2012, the Company issued 1,017,648 shares of Series A-3 at an issuance price of $3.00 per share resulting in gross proceeds of $3.1 million and the Company incurred issuance costs of approximately $10,000. In June 2012, the Company issued 219,792 shares of Series A-3 upon conversion of $0.7 million of outstanding principal and accrued interest related to a promissory note issued in 2012 at an issuance price of $3.00 per share and 255,245 shares of Series A-3 upon the conversion of $0.7 million of outstanding principal and accrued interest related to a bridge loan issued in 2012 at $2.85 per share. Series A-4 In August 2013, the Company issued 1,439,352 equity units, each consisting of (i) one share of Series A-4 with a contingently issuable warrant to purchase 50% of one share of Series A-4 and (ii) one share of common stock of the LLC with a contingently issuable warrant to purchase 50% of one share of common stock of the LLC, for $3.00 per unit, resulting in proceeds of $4.3 million, net of issuance costs of approximately $11,000 . The Company determined that the warrants to purchase shares of Series A-4 met the criteria for classification as a liability and were to be accounted for at fair value (see Note 13). Accordingly, the proceeds from the sale of the equity units were first allocated to the Series A-4 warrants at their fair value at issuance of In October 2020, the Company issued 11,177 shares of Series A-4 upon the exercise of the Series A-4 warrants. The warrants exercised had an aggregate fair value of $0.1 million on the date of exercise. Series A-5 In March 2015, the Company issued 1,450,265 shares of Series A-5 at an issuance price of $12.41 per share resulting in gross proceeds of $18.0 million and the Company incurred issuance costs of $0.1 million. In conjunction with the financing, approximately $4.3 million of outstanding principal and accrued interest on the 2014 Bridge Notes converted to Series Growth In December 2015, the Company issued 2,538,274 shares of Series Growth to current and new investors at an issuance price of $12.41 per share resulting in gross proceeds of $31.5 million and the Company incurred issuance costs of $0.1 million. Series 2 Growth In February 2018, the Company entered into the Series 2 Growth Preferred Stock Purchase Agreement with current investors (the “Series 2 Growth Initial Purchasers”). In the February 2018 closing, the Series 2 Growth Initial Purchasers purchased 780,640 shares of Series 2 Growth at an issuance price of $12.81 resulting in gross proceeds of $10.0 million and the Company incurred issuance costs of $0.2 million. The Series 2 Growth Initial Purchasers also agreed to purchase up to 1,561,280 additional Series 2 Growth shares for aggregate proceeds of $20.0 million in subsequent closings (the “Series 2 Growth Tranche Rights”) at $12.81 per share as specified under the agreement. The fair value of the Series 2 Growth on the date of issuance was determined to be $13.80 per share based on an independent third-party valuation. The Series 2 Growth Tranche Rights were evaluated under ASC 480 — Distinguishing Liabilities from Equity In June 2018, additional current investors (“Series 2 Growth Subsequent Purchasers”) entered into the Series 2 Growth Preferred Stock Purchase Agreement. In the June 2018 closing, the Series 2 Growth Subsequent Purchasers purchased 9,269 shares of Series 2 Growth resulting in gross proceeds of $0.1 million and the Company incurred issuance costs of approximately $6,000. The Series 2 Growth Subsequent Purchasers also agreed to purchase up to 19,254 additional Series 2 Growth shares for aggregate proceeds of $0.2 million in subsequent closings alongside the Series 2 Growth Initial Purchasers. In September 2018, under the Series 2 Growth Tranche Rights, the Company issued 390,320 shares of Series 2 Growth to the Series 2 Growth Initial Purchasers and Subsequent Purchasers resulting in gross proceeds of $5.0 million and incurring issuance costs of approximately $7,000. In December 2018, under the Series 2 Growth Tranche Rights, the Company issued 390,320 shares of Series 2 Growth to the Series 2 Growth Initial Purchasers and Subsequent Purchasers resulting in gross proceeds of $5.0 million. No issuance costs were incurred in conjunction with this issuance. In April 2019, under the Series 2 Growth Tranche Rights, the Company issued 390,320 shares of Series 2 Growth to the Series 2 Growth Initial Purchasers and Subsequent Purchasers resulting in gross proceeds of $5.0 million. No issuance costs were incurred in conjunction with this issuance. The fair value of the Series 2 Growth Tranche Rights liability was revalued to its estimated fair value of $1.1 million, resulting in income of $0.3 million during the year ended December 31, 2019. The April 2019 tranche issuance resulted in the settlement of $0.7 million of Tranche Rights. Subsequently in April 2019, the Company amended the Series 2 Growth stock purchase agreement to accelerate the remaining tranche rights under the original agreement. The Company issued 409,574 shares of Series 2 Growth to the Series 2 Growth Initial Purchasers and Subsequent Purchasers resulting in gross proceeds of $5.2 million. No issuance costs were incurred in conjunction with this issuance. The fair value of the Series 2 Growth Tranche Rights liability was revalued to its estimated fair value of $1.8 million, resulting in a loss of $0.8 million during the year ended December 31, 2018. The second April 2019 tranche issuance was the final Series 2 Growth tranche closing and resulted in the settlement of the remaining $1.8 million of Series 2 Growth Tranche Rights. Series 3 Growth In December 2019, the Company entered into the Series 3 Growth Preferred Stock Purchase Agreement with current and new investors (the “Series 3 Growth Initial Purchasers”). In the December 2019 closing, the Series 3 Growth Initial Purchasers purchased 2,269,831 shares of Series 3 at an issuance price of $17.27 per share, resulting in gross proceeds of $39.2 million and incurred issuance costs of $0.3 million. In conjunction with the closing, the Company issued 703,439 shares of Series 3 Growth upon conversion of the 2019 Bridge Notes, which had an estimated fair value of $12.1 million at the time of conversion (see Note 12). As part of the Series 3 & 4 Growth Agreement certain Series 3 Growth Initial Purchasers agreed to purchase, 775,911 additional Series 3 Growth shares at $17.27 per share for aggregate proceeds of $13.4 million in subsequent closings (the “Series 3 Growth Tranche Rights”). The fair value of the Series 3 Growth on the date of issuance was determined by the Company to be $17.09 per share with the assistance of a third-party valuation specialist. The Series 3 Growth Tranche Rights were evaluated under ASC 480 — Distinguishing Liabilities from Equity At the date of the December 2019 issuance, $0.4 million of the Series 3 Growth proceeds was allocated to the Series 3 Growth Tranche Rights liability, which was recorded as a current liability in the accompanying consolidated balance sheets. The Company also recognized approximately $6,000 of other expense for issuance costs related to the Tranche Rights in the accompanying consolidated statement of operations. In April 2020, the Company issued 818,990 shares of Series 3 Growth resulting in gross proceeds of $14.1 million and incurring issuance costs of approximately $26,000. The issuance included 775,911 shares under the Series 3 Growth Tranche Rights. The Series 3 Growth Tranche Rights liability was remeasured to its estimated fair value immediately prior to settlement, resulting in $0.3 million of income being recorded in the consolidated statements of operations. The tranche issuance was the final Series 3 Growth tranche closing and resulted in the settlement of the remaining $0.1 million of Series 3 Growth Tranche Rights. In June 2020, the Company issued 1,158,077 shares of Series 3 Growth to CMS in conjunction with the CMS Bridging DMCC Licensing, Collaboration, and Investing Agreements (see Note 10) resulting in gross proceeds of $20.0 million and incurring issuance costs of $0.2 million. In August 2020, the Company issued 868,558 shares of Series 3 Growth resulting in gross proceeds of $15.0 million and incurring issuance costs of $0.1 million. Redeemable Convertible Preferred Stock Rights and Preferences On December 2, 2019, the Company filed its Twelfth Amended and Restated Certificate of Incorporation which amended the terms of the Company’s redeemable convertible preferred stock to designate Series A-1, Series A-2, Series A-3 and Series A-4 as Junior Preferred Stock, collectively, and Series A-5, Series Growth, Series 2 Growth, Series 3 Growth and Series 4 Growth as Senior Preferred, collectively, and together with the Junior Preferred, the Series Preferred. In addition, the Twelfth Amended and Restated Certificate of Incorporation designated Series Growth and Series 2 Growth as Junior Growth Preferred, collectively, and Series 3 Growth and Series 4 Growth as Senior Growth Preferred, collectively. Voting The holders of Series Preferred have full voting rights and powers equal to the rights and powers of holders of shares of common stock, with respect to any matters upon which holders of shares of common stock have the right to vote. Holders of Series Preferred are entitled to the number of votes equal to the number of whole shares of common stock into which such share of Series Preferred could be converted at the record date for determination of the stockholders entitled to vote on such matters. Holders of record of the shares of common stock and preferred stock, voting together as a single class, are entitled to elect the directors of the Company. Dividends Liquidation Preference Prepayment Dividends On June 27, 2012, the terms of the Series Preferred were amended. An 8% non-cumulative dividend payable when and if declared by the Board was replaced with a liquidation preference prepayment dividend (“Liquidation Preference Prepayment Dividend”). The Senior Growth Preferred Stock rank senior to the Junior Growth Preferred Stock, which rank senior to the Series A-5, which rank senior to the Junior Series Preferred Stock in the event of a Liquidation Preference Prepayment Dividend. The Board of Directors, which is controlled by Series 3 Growth holders as of December 31, 2020, may elect to declare of the above designations of Series Preferred, one or more dividends equal to the liquidation preference of such shares, or any portion thereof, to the holders of such shares. If a liquidation preference prepayment dividend is paid, it would reduce the liquidation preference payable to the respective Series Preferred holders upon liquidation or deemed liquidation. Dividends subsequent to Liquidation Preference Prepayment Dividend After Liquidation Preference Prepayment Dividends have been paid in full and after the holders of common stock have received aggregate dividends per share equal to the lowest per share Liquidation Preference Prepayment Dividend, then the holders of Series Preferred will participate in any dividends declared on a pro rata basis with common stock. Liquidation Preference The Senior Growth Preferred Stock rank senior to the Junior Growth Preferred Stock, which rank senior to the Series A-5, which rank senior to the Junior Series Preferred Stock, which rank senior to Company’s common stock in the event of liquidation dissolution or winding-up of the Company. In the event of any liquidation, dissolution or winding-up of the Company, the holders of Senior Growth Preferred shall be entitled to receive, prior to any distributions being made to Junior Growth Preferred, Series A-5, Junior Preferred and common stock, an amount per share equal to one and one-half times (1.5x) the original issuance price ($17.27 and $20.72 per share for Series 3 Growth and Series 4 Growth, respectively) less any Liquidation Preference Prepayment Dividend paid for such shares of Senior Growth Preferred, plus any dividends declared but unpaid. If upon liquidation, dissolution or winding up of the Company, the assets available for distribution are insufficient to pay the Senior Growth Preferred the full amount to which they are entitled, the holders of Senior Growth Preferred share ratably in any distribution of the assets. After payment to holders of the Senior Growth Preferred, the Junior Growth Preferred, Series A- 5, and Junior Series Preferred, each shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of a lower ranking designation of stock an amount per share equal to the greater of (i) the applicable original issue price ( assets available for distribution are insufficient to pay the holders of a particular designation of stock the full amount to which they are entitled, the holders of the particular designation of stock share ratably in any distribution of the assets. In the event of any liquidation, dissolution or winding-up of the Company, after the Series Preferred liquidation payments have been made, the remaining assets for distribution shall be distributed among the holders of the Senior Growth Preferred and common stock pro rata based on the number of shares held by each Senior Growth Preferred and common stockholder, treating for this purpose all such securities as if they had converted to common stock. Redemption Modification of Senior Preferred Stock terms On February 28, 2018, the terms of the Senior Series Preferred were amended to add a redemption feature provided to holders of the Senior Preferred Stock. Shares of Senior Preferred Stock shall be redeemed by the Company, upon an elective redemption request by the investors on or after February 28, 2025, at a price equal to the greater of i) the conversion price per share, plus all declared but unpaid dividends thereon, and ii) the fair market value of a single share of each applicable series of Senior Preferred. Outstanding shares of Senior Preferred Stock shall be accreted to the redemption value at each reporting period, with the offset recorded to additional paid-in capital in the accompanying consolidated balance sheets. On December 2, 2019, the redemption date was amended to December 2, 2026. Conversion Each share of Series Preferred is convertible at the option of the holder at any time after issuance into the number of fully paid and nonassessable shares of common stock as determined by dividing the original issue price of each series of preferred stock by the conversion price of each series in effect at time of the conversion. The initial conversion price is the respective original issue price, subject to adjustment in accordance with the antidilution provisions of each series. Each Series Preferred will subject to automatic conversion into common stock in the event of either (i) a qualified initial public offering that results in minimum gross proceeds to the Company of $50.0 million and a price of at least $17.27 per share, or (ii) at the election of the holders of a majority of the then outstanding Series Preferred. Each share of Series Preferred will be automatically converted into one share of common stock at the then effective conversion rate, provided however that in the event of a qualified initial public offering, the holders of the Senior Growth Preferred Stock will be entitled to receive additional shares of common stock equal to one and one-half times (1.5x) the original issue price of the Senior Growth Preferred divided by the price per share of common stock offered in such initial public offering. Series A-3 may only be converted at the election of the holders of a majority of the then outstanding Series A-3 and the Board of Directors in its sole discretion if the conversion occurs following the payment in full of the Series Preferred Liquidation Preference Payment. As of December 31, 2020, none of the outstanding shares of Series Preferred were converted into common stock. |
Common Stock
Common Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Common Stock | ||
Common Stock | 15. Common Stock The holders of the common stock are entitled to one vote for each share of common stock. Subject to the payment in full of all preferential dividends to which the holders of the preferred stock are entitled, the holders of common stock shall be entitled to receive dividends out of funds legally available. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment or provision for payment of all debts and liabilities of the Company and all preferential amounts to which the holders of preferred stock are entitled with respect to the distribution of assets in liquidation, the holders of common stock shall be entitled to share ratably in the remaining assets of the Company available for distribution. At September 30, 2021 and December 31, 2020 common stock reserved for future issuance was as follows: At September 30, At December 31, 2021 2020 Common stock options outstanding 5,229,675 5,034,858 Conversion of all classes of redeemable convertible preferred stock 18,736,936 18,446,525 Issuances upon exercise of warrants to purchase Series A‑1, upon conversion to common warrants — 74,784 Issuances upon exercise of warrants to purchase Series A‑3, upon conversion to common warrants — 238,189 Issuances upon exercise of warrants to purchase Series A‑4, upon conversion to common warrants 708,493 708,493 Issuances upon exercise of common stock warrants 522,009 522,009 Total common stock reserved for future issuance 25,197,113 25,024,858 | 15. Common Stock The holders of the common stock are entitled to one vote for each share of common stock. Subject to the payment in full of all preferential dividends to which the holders of the preferred stock are entitled, the holders of common stock shall be entitled to receive dividends out of funds legally available. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment or provision for payment of all debts and liabilities of the Company and all preferential amounts to which the holders of preferred stock are entitled with respect to the distribution of assets in liquidation, the holders of common stock shall be entitled to share ratably in the remaining assets of the Company available for distribution. At December 31, 2020 and 2019 common stock reserved for future issuance was as follows: At December 31, 2020 2019 Common stock options outstanding 5,034,858 3,800,342 Conversion of all classes of redeemable convertible preferred stock 18,446,525 15,589,723 Issuances upon exercise of warrants to purchase Series A-1, upon conversion to common warrants 74,784 74,784 Issuances upon exercise of warrants to purchase Series A-3, upon conversion to common warrants 238,189 238,189 Issuances upon exercise of warrants to purchase Series A-4, upon conversion to common warrants 708,493 719,670 Issuances upon exercise of warrants to purchase Series 3 Growth, upon conversion to common warrants — 478,828 Issuances upon exercise of options to purchase Series 4 Growth, upon conversion to common warrants — 2,419,573 Issuances upon exercise of common stock warrants 522,009 — Total common stock reserved for future issuance 25,024,858 23,321,109 |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stock-based Compensation | ||
Stock-based Compensation | 16. Stock-Based Compensation 2016 Stock Option Plan In September 2016, the Company’s Board of Directors approved the 2016 Stock Option and Grant Plan (the “2016 Plan”), which supersedes the 2006 Stock Incentive Plan, and provides for the grant of incentive stock options, nonqualified stock options, and restricted stock to employees, directors, and nonemployees of the Company. The 2016 Plan was authorized to issue up to 4,018,185 shares on common stock as of January 1, 2019. In June 2020, the 2016 Plan was amended to increase the number of authorized shares of common stock to 5,634,251. Under the 2016 Plan, 290,885 and 496,542 shares remain available for issuance as of September 30, 2021 and December 31, 2020, respectively. Options and restricted stock awards generally vest based on the grantee’s continued service with the Company during a specified period following a grant as determined by the Board of Directors and expire ten years from the grant date. In general, awards typically vest in three years, but vesting conditions can vary based on the discretion of the Company’s Board of Directors. The fair value of the options is estimated at the grant date using Black-Scholes and recognized over the vesting period, taking into account the terms and conditions upon which options are granted. The fair value of restricted stock awards is the fair value at the date of grant reduced by the exercise price of the award, if any. The fair value of both options and restricted stock awards are amortized on a straight-line basis over the requisite service period of the awards. Stock Option Activity The following table summarizes the Company’s stock option activity from December 31, 2020 through September 30, 2021: Weighted- Weighted- Average Average Exercise Remaining Aggregate Number of Price per Contractual Intrinsic Value Options Share Term (Years) (in thousands) Outstanding at December 31, 2020 5,034,858 $ 9.26 6.1 $ 14,742 Granted 295,413 $ 14.41 Exercised (10,840) $ 0.84 145 Forfeited (59,340) $ 11.22 Expired (30,416) $ 11.32 Outstanding at September 30, 2021 5,229,675 $ 9.53 5.6 $ 79,176 Exercisable at September 30, 2021 4,120,199 $ 8.87 4.6 $ 65,093 Nonvested at September 30, 2021 1,109,476 $ 11.98 9.0 $ 14,083 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the common stock. The total fair value of options vested during the nine months ended September 30, 2021 and 2020 was $4.7 million and $2.4 million, respectively. Stock-based compensation expense is classified in the consolidated statements of operations as follows (in thousands): Nine Months Ended September 30, 2021 2020 Research and development $ 1,304 $ 1,467 General and administrative 2,876 1,960 Total $ 4,180 $ 3,427 As of September 30, 2021 and December 31, 2020, there was $6.9 million and $8.1 million, respectively, of unrecognized compensation cost related to unvested stock option grants to employees under the 2016 Plan, which is expected to be recognized over a weighted-average period of 1.9 and 2.2 years, respectively. As of September 30, 2021 and December 31, 2020, there was $0.4 million and $0.6 million, respectively, of unrecognized compensation cost related to unvested stock option grants to nonemployees under the 2016 Plan, which is expected to be recognized over a weighted-average period of 2.0 and 2.2 years, respectively. | 16. Stock-Based Compensation 2016 Stock Option Plan In September 2016, the Company’s Board of Directors approved the 2016 Stock Option and Grant Plan (the “2016 Plan”), which supersedes the 2006 Stock Incentive Plan, and provides for the grant of incentive stock options, nonqualified stock options, and restricted stock to employees, directors, and nonemployees of the Company. The 2016 Plan was authorized to issue up to Options and restricted stock awards generally vest based on the grantee’s continued service with the Company during a specified period following a grant as determined by the Board of Directors and expire ten years from the grant date. In general, awards typically vest in three years, but vesting conditions can vary based on the discretion of the Company’s Board of Directors. The fair value of the options is estimated at the grant date using Black-Scholes and recognized over the vesting period, taking into account the terms and conditions upon which options are granted. The fair value of restricted stock awards is the fair value at the date of grant reduced by the exercise price of the award, if any. The fair value of both options and restricted stock awards are amortized on a straight-line basis over the requisite service period of the awards. Stock Option Activity The following table summarizes the Company’s stock option activity for the year ended December 31, 2020: Weighted- Weighted- Average Average Exercise Remaining Aggregate Number of Price per Contractual Intrinsic Value Options Share Term (Years) (in thousands) Outstanding at December 31, 2019 3,800,342 $ 8.65 5.94 $ 11,358 Granted 1,271,073 11.03 Exercised (10,839) 1.12 16 Forfeited — Expired (25,718) 10.82 Outstanding at December 31, 2020 5,034,858 $ 9.26 6.12 $ 14,742 Exercisable at December 31, 2020 3,453,942 $ 8.26 4.68 $ 13,641 Nonvested at December 31, 2020 1,580,916 $ 11.42 9.26 $ 1,101 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the common stock. The total fair value of options vested during the years ended December 31, 2020 and 2019 was $3.1 million and $5.7 million, respectively. Stock-based compensation expense is classified in the consolidated statements of operations as follows (in thousands): Year ended December 31, 2020 2019 Research and development $ 1,960 $ 1,925 General and administrative 2,848 2,878 Total $ 4,808 $ 4,803 The fair value of each option issued to employees was estimated at the date of grant using Black-Scholes with the following weighted-average assumptions: Year ended December 31, 2020 2019 Fair value of common stock $ 11.17 $ 10.51 Expected volatility 63.6 % 64.0 % Expected term (in years) 5.8 5.5 Risk-free interest rate 0.2 % 1.8 % Expected dividend yield 0.0 % 0.0 % The fair value of each option issued to nonemployees was estimated during the period using Black-Scholes with the following assumptions: Year ended December 31, 2020 2019 Fair value of common stock $ 11.42 $ 10.51 Expected volatility 62.9 % 67.9% – 66.7 % Expected term (in years) 5.9 10.00 – 9.97 Risk-free interest rate 0.3 % 1.9 % Expected dividend yield 0.0 % 0.0 % The weighted-average grant date fair value of stock options granted to employees during the years ended December 31, 2020 and 2019 was $6.29 and $5.48 per share, respectively. The weighted-average fair value of stock options granted to nonemployees during the years ended December 31, 2020 and 2019 was $6.46 and $7.37 per share, respectively. As of December 31, 2020 and 2019, there was $8.1 million and $4.5 million, respectively, of unrecognized compensation cost related to unvested stock option grants to employees under the 2016 Plan, which is expected to be recognized over a weighted-average period of 2.2 and 1.8 years, respectively. As of December 31, 2020 and 2019, there was $0.6 million and $0.1 million, respectively, of unrecognized compensation cost related to unvested stock option grants to nonemployees under the 2016 Plan, which is expected to be recognized over a weighted-average period of 2.2 and 0.7 years, respectively. |
Income Tax
Income Tax | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Income Tax | 17. Income Taxes The Company recorded a provision of less than $0.1 million and $2.2 million during the nine months ended September 30, 2021 and September 30, 2020, respectively. The provision recorded differs from the US statutory rate of 21% for the nine months ended September 30, 2021 primarily due to the valuation allowance recorded against the net operating losses and deferred tax assets. The provision differs from the US statutory rate of 21% for the nine months ended September 30, 2020 primarily due to the valuation allowance recorded against deferred tax assets, and due to the provision for income taxes related to the transfer of the equity-method investment in One S.r.l. (One) from the Gelesis entity in Italy to a Gelesis entity in the US. In conjunction with acquiring the investment in One in 2019, the Company recognized a deferred tax asset of approximately $3.1 million which represents the excess tax basis over carrying value. The Company recorded this deferred tax asset with a corresponding decrease to the amounts initially allocated to the investment. As the deferred tax asset exceeds the initially allocated balances and results in a reduction of the initial carrying value of the $1.8 million investment balance to zero, the remaining $1.2 million excess was recorded as a deferred credit. The deferred credit is not considered as a deferred tax liability nor a reduction of a deferred tax asset. Rather, the deferred credit is included in other long-term liabilities on the accompanying consolidated balance sheet, and subsequently recognized as a reduction to income tax expense in proportion to the realization or elimination of the deferred tax asset that gave rise to the deferred credit. A summary of the equity-method investment activity during the year ended December 31, 2019 is as follows (in thousands): Initially allocated value of equity-method investment $ 1,810 Deferred tax asset generated by book-to-tax difference 3,040 Adjustment to carrying value of equity-method investment (1,810) Deferred credit (see Note 11) (1,230) Balance at December 31, 2019 $ — In May 2020, the Company transferred the equity-method investment in One from the Gelesis entity in Italy to a Gelesis entity in the US. In connection with the transfer of the equity-method investment, the Company wrote-off the deferred tax asset of $3.0 million generated by the book-to-tax difference and the deferred credit of $1.2 million, resulting in an expense of $1.8 million recorded within provision for income taxes in the accompanying consolidated statement of operations during the nine months ended September 30, 2020. The Company continues to evaluate the positive and negative evidence bearing upon the realizability of its net deferred tax assets and determined that it is not more likely than not that the Company will recognize the benefits of the net deferred tax assets. Additionally, the Company’s Italian subsidiary incurred a net operating loss from operations during the 3 rd | 17. Income Taxes Consolidated (loss) income before income taxes on a geographic basis during the years ended December 31, 2020 and 2019 are as follows (in thousands): Year Ended December 31 2020 2019 United States $ (19,658) $ (30,128) Non-U.S. (4,208) 1,760 Total $ (23,866) $ (28,368) The (benefit from) provision for income taxes consists of the following components during the years ended December 31, 2020 and 2019 (in thousands): Year Ended December 31, 2020 2019 Current tax expense: U.S. federal $ — $ — Foreign (24) 249 Total current tax expense (24) 249 Deferred tax (benefit) expense: U.S. federal — (4,137) State — (1,645) Foreign 2,063 129 Total deferred tax benefit 2,063 (5,653) Total (benefit from) provision for income taxes $ 2,039 $ (5,404) A reconciliation setting forth the differences between the effective tax rates of the Company for the years ended December 31, 2020 and 2019 and the U.S. federal statutory tax rate is as follows: Year Ended December 31, 2020 2019 U.S. Federal income tax provision expense at statutory rate 21.0 % 21.0 % Effect of nondeductible stock-based compensation (1.9) % (0.7) % Foreign rate differential 2.2 % (0.3) % Mark to market of warrant liabilities (1.3) % 2.6 % State taxes net of federal benefit 4.5 % 6.5 % Non-deductible financing expenses 0.4 % (1.3) % Valuation allowance (38.2) % (28.2) % Valuation allowance release related to IP transaction (see Note 11) — 20.4 % Investment transfer 6.8 % — Other differences (0.4) % (1.2) % US federal and state research credits 1.6 % 1.1 % Uncertain tax positions (1.1) % — Foreign earnings includible in US (2.0) % (0.8) % Effective income tax rate (8.5) % 19.1 % Significant components of the Company’s consolidated deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows at (in thousands): At December 31, 2020 2019 Deferred tax assets: Federal net operating loss carryforwards $ 24,730 $ 21,903 State net operating loss carryforwards 7,207 6,425 Equity compensation 4,353 3,520 Accruals and reserves 26 17 Uncollected grants 712 — Investment in subsidiaries 3,931 3,575 Research credits 1,298 1,267 Other assets 46 84 Deferred rent 600 700 Total deferred tax assets 42,903 37,491 Valuation allowance (37,427) (28,329) Total deferred tax assets net of valuation allowance 5,476 9,162 Deferred tax liabilities: Intangible assets and amortization (4,680) (5,255) Right-of-Use asset (591) (696) Other liabilities (204) — Total deferred tax liabilities (5,476) (5,951) Net deferred tax assets $ — $ 3,211 Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. At December 31, 2020 and 2019, the Company has federal net operating loss carryforwards totaling $114.4 million and $104.3 million, of which $63.5 million expire in 2027 through 2037 and $51.0 million do not expire. At December 31, 2020 and 2019, the Company has state net operating loss carryforwards totaling $114.0 million and $101.7 million, respectively, which expire in 2030 through 2040, as well as other temporary differences and attributes that will be available to offset regular taxable income during the carryforward period. At December 31, 2020, the Company has foreign net operating loss carryforwards of $2.4 million which do not expire. Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has not completed a change in control analysis, as defined under Sections 382 and 383 of the Internal Revenue Code, through December 31, 2020 and has not determined whether the future utilization of net operating loss carryforwards may be materially limited based upon past financings. In addition, the Company may complete future financings that could result in an ownership change, which may limit the Company’s ability to utilize its tax attributes. During the year ending December 31, 2019, the Company recorded a deferred tax asset of approximately $3.0 million which represents the excess tax over book basis of its June 2019 equity method investment in One. The Company has offset the deferred tax asset with a decrease to the amounts initially allocated to the investment (see Note 11). This offset exceeded the initially allocated balances and resulted in a reduction of the book investment balance to zero with the remaining offset classified as a deferred credit of approximately $1.2 million. A deferred credit is not classified as a deferred tax liability nor a reduction of a deferred tax asset. As a result, the deferred credit was included with other long-term liabilities on the accompanying consolidated balance sheet at December 31, 2019. During the year ending December 31, 2020, this asset was transferred from the Italian subsidiary, Gelesis S.r.l., to the parent company, Gelesis, Inc. As the investment is no longer owned by Gelesis S.r.l., the Company recorded a provision of $3.0 million and a tax benefit of $1.2 million to reverse the related deferred tax asset and deferred credit, respectively. Upon transfer, Gelesis Inc., established a deferred tax asset which is fully offset by valuation allowance consistent with the Company’s overall valuation allowance position in the United States. The Company files income tax returns in Italy, the United States and in various state jurisdictions with varying statutes of limitations. Due to net operating losses incurred, the Company’s tax returns from inception to date are subject to examination by taxing authorities. The Company has evaluated the positive and negative evidence bearing upon the realizability of its net deferred tax assets and determined that it is not more likely than not that the Company will recognize the benefits of the net deferred tax assets. Therefore, a full valuation allowance has been recorded against the balance of net deferred tax assets in the United States. Additionally, the Company has determined that it is not more likely than not that the Company will recognize the benefits of the net deferred tax assets in Italy, primarily due to the restructuring of the intercompany services agreement between Gelesis, Inc., and Gelesis S.r.l., in connection with the RIF financing (see Note 11). As a result, the Company recorded a deferred tax provision of approximately $2.0 million in Italy during the year ended December 31, 2020 to establish a full valuation allowance against the balance of net deferred tax assets in Italy. The Company will continue to evaluate all positive and negative evidence each period. The change in the valuation allowance during the years ended December 31, 2020 and 2019 was an increase of $9.1 million and $2.2 million, respectively. The increase in the valuation allowance during the year ended December 31, 2020 primarily relates to an increase in net operating losses and the establishment of a full valuation allowance in the Italian subsidiary during the year ended December 31, 2020. The increase in the valuation allowance during the year ended December 31, 2019 primarily relates to an increase in net operating losses during the year ended December 31, 2019, offset by a decrease of $5.8 million in the valuation allowance associated with the deferred tax liability recognized for the intangible asset acquired in 2019 (see Note 9). The Company generally considers all earnings generated in Italy to be indefinitely reinvested. Therefore, the Company does not accrue U.S. taxes on the repatriation of the foreign earnings it considers to be indefinitely reinvested outside of the U.S. As of, the Company had not provided for federal income tax on $3.5 million of accumulated undistributed earnings of its foreign subsidiaries. In the event the Company were to repatriate the foreign earnings, the Company does not estimate the repatriation being subject to taxation. The Company follows the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes Year Ended December 31, 2020 2019 Unrecognized tax benefits at the beginning of year $ — $ 3 Increase for current year positions (82) — Increase for prior year positions (199) — Expiration of statute of limitations — (3) Unrecognized tax benefits at the end of year $ (281) $ — |
Earnings (Loss) per Share
Earnings (Loss) per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings (Loss) per Share | ||
Earnings (Loss) per Share | 18. Earnings (Loss) per Share Basic and diluted loss per share attributable to common stockholders were calculated as follows: Nine Months Ended September 30, 2021 2020 Numerator: Net loss $ (74,055) $ (11,965) Accretion of redeemable convertible preferred stock to redemption value (139,237) (6,568) Accretion of noncontrolling interest put option to redemption value (285) (467) Net loss attributable to common stockholders $ (213,577) $ (19,000) Denominator: Weighted average common shares outstanding, basic and diluted 2,161,848 2,147,064 Net loss per share, basic and diluted $ (98.79) $ (8.85) The Company’s potential dilutive securities, which include stock options, redeemable convertible preferred stock and warrants have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same for all periods presented. The Company excluded the following potential common stock, presented based on amounts outstanding at September 30, 2021 and 2020 from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect. At September 30, At September 30, 2021 2020 Convertible preferred stock 18,736,936 18,435,348 Warrants on convertible preferred stock 708,493 6,302,856 Options to purchase common stock 5,229,675 4,985,576 Warrants on common stock 522,009 — Total 25,197,113 29,723,780 | 18. Earnings (Loss) per Share Basic and diluted loss per share attributable to common stockholders were calculated as follows: December 31, 2020 2019 Numerator: Net loss $ (25,905) $ (22,964) Accretion of redeemable convertible preferred stock to redemption value (11,372) 10,400 Accretion of noncontrolling interest put option to redemption value (567) — Net loss attributable to common stockholders $ (37,844) $ (12,564) Denominator: Weighted average common shares outstanding, basic and diluted 2,149,182 2,120,200 Net loss per share, basic and diluted $ (17.61) $ (5.93) The Company’s potential dilutive securities, which include stock options, redeemable convertible preferred stock and warrants have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same for all periods presented. The Company excluded the following potential common stock, presented based on amounts outstanding at December 31, 2020 and 2019 from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect. December 31, 2020 2019 Convertible preferred stock 18,446,525 15,589,723 Warrants on convertible preferred stock 1,021,466 1,032,643 Options to purchase common stock 5,074,547 3,840,031 Warrants on common stock 522,009 — Total 25,064,547 20,462,397 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | ||
Commitments and Contingencies | 19. Commitments and Contingencies Operating Leases The Company has operating leases for office, laboratory and manufacturing space with remaining terms between four In June 2019, the Company entered into an operating lease agreement with PureTech for office space located in Boston, Massachusetts. The lease expires in August 2025, with total lease payments of $3.2 million over the term. In December 2019, the Company recognized an operating lease for its agreement with the Town of Calimera for laboratory and manufacturing space located in Calimera, Italy. The lease expires in December 2023, with total lease payments $0.2 million over the term. As of September 30, 2021, the Company’s operating lease right of use assets was $2.1 million, of which $0.5 million and $1.6 million were short-term and long-term lease liabilities, respectively. As of December 31, 2020, the Company’s operating lease right of use assets was $2.2 million, of which $0.4 million and $1.8 million were short-term and long-term lease liabilities, respectively. Operating lease expense was $0.4 million during both nine months ended September 30, 2021 and 2020, respectively. The remaining noncancelable term of the Company’s operating leases was 3.8 years at September 30, 2021, and the weighted average discount rate was 5.9%. Future minimum rental payments under the Company’s noncancelable operating leases at September 30, 2021 are as follows (in thousands): 2021 (excluding the nine months ended September 30, 2021) $ 134 2022 541 2023 551 2024 528 2025 353 $ 2,107 Royalty Agreements Expenses from royalty agreements on net product sales and sublicense income is recognized as a component of selling, general and administrative expense during the period in which the associated revenues are recognized. PureTech In December 2009, the Company entered into a royalty and sublicense income agreement with PureTech, a significant stockholder in the Company, whereby the Company is required to pay PureTech a 2.0% royalty on net product sales received as a result of developing products and technology using the intellectual property purchased from One. One S.r.l Under the amended and restated master agreement with One, the Company is required to pay a 2.0% royalty on net product sales and €17.5 million (approximately $20.3 million at September 30, 2021) upon the achievement of certain milestones and pay royalties on future sales and/or a percentage of sublicense income. As of September 30, 2021, none of the milestones have been met. Grant Agreements The Company has been awarded grants from governmental agencies, which are recognized as income as the qualifying expenses are incurred (see Note 11). The grant agreements contain certain provisions, including, among others, maintaining a physical presence in the region for defined periods. Failure to comply with these covenants would require either a full or partial refund of the grant to the granting authority. Research and Development Tax Credits The Company’s wholly owned subsidiary, Gelesis S.r.l., which conducts core research and development activities on behalf of the Company, is eligible to receive a non-income based and non-refundable tax credits for qualified research and development activities. The Company has earned research and development tax credits in Italy for qualifying expenses incurred by performing certain research and development activities. For the nine months ended September 30, 2021 and 2020, less than $0.1 million and $0.4 million, respectively, were recorded in the consolidated statements of operations. In December 2018, the Italian government passed a new budget law, effective January 1, 2019, that amended the eligibility criteria for recognizing qualifying research and development tax credits (“2019 Budget Law). The 2019 Budget Law requires retroactive application for research and development tax credits earned during the year ended December 31, 2019. Under the 2019 Budget Law, research and development tax credits claimed in prior periods under previous interpretations of the research and development tax credit law may potentially be repaid by the Company. The Company anticipates further interaction with the Italian Finance Ministry and Italian Tax Authority in 2021 to challenge the eligibility criteria and retroactive application of the 2019 Budget Law within our specific business case, however the likelihood that the Company is successful is uncertain. The Company evaluated the potential loss under ASC 450, Contingencies The Company has recorded $3.1 million and $3.2 million as a component of other long-term liabilities in the accompanying consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively. The Company does not expect this matter to be resolved within the next operating cycle. In October 2021, the Italian federal tax authority initiated an audit of the research and development tax credits for the calendar years 2017 through 2019. The Company expects that this tax audit will continue into 2022. | 19. Commitments and Contingencies Operating Leases The Company has operating leases for office, laboratory and manufacturing space with remaining terms between four and six years. Leases with initial terms of less than twelve months are not recorded as operating leases. The Company recognizes expenses for leases on a straight-line basis over the lease period and has accrued for lease expense incurred but not yet paid. While certain leases contain renewal options, the Company does not include renewal options in determining the term of the lease, used for calculating the associated lease liabilities, unless it is reasonably certain it will execute the renewal option. None of the Company’s leases include variable payments, residual value guarantees or restrictive covenants. In June 2019, the Company entered into an operating lease agreement with PureTech for office space located in Boston, Massachusetts. The lease expires in August 2025, with total lease payments of $3.2 million over the term. In December 2019, the Company recognized an operating lease for its agreement with the Town of Calimera for laboratory and manufacturing space located in Calimera, Italy. The lease expires in December 2023, with total lease payments $0.2 million over the term. As of December 31, 2020, the Company’s operating lease right of use assets was $2.2 million, of which $0.4 million and $1.8 million were short-term and long-term lease liabilities, respectively. As of December 31, 2019, the Company’s operating lease right of use assets was $2.6 million, of which $0.4 million and $2.2 million were short-term and long-term lease liabilities, respectively. Operating lease expense was $0.5 million and $0.3 million during the years ended December 31, 2020 and 2019, respectively. The remaining noncancelable term of the Company’s operating leases was 4.6 years at December 31, 2020, and the weighted average discount rate was 5.9%. Future minimum rental payments under the Company’s noncancelable operating leases at December 31, 2020 are as follows (in thousands): 2021 $ 534 2022 543 2023 553 2024 529 2025 353 $ 2,511 Royalty Agreements Expenses from royalty agreements on net product sales and sublicense income is recognized as a component of selling, general and administrative expense during the period in which the associated revenues are recognized. PureTech In December 2009, the Company entered into a royalty and sublicense income agreement with PureTech, a significant stockholder in the Company, whereby the Company is required to pay PureTech a 2.0% royalty on net product sales received as a result of developing products and technology using the intellectual property purchased from One. One S.r.l Under the amended and restated master agreement with One, the Company is required to pay a 2.0% royalty on net product sales and €17.5 million (approximately $21.5 million) upon the achievement of certain milestones and pay royalties on future sales and/or a percentage of sublicense income. As of December 31, 2020, none of the milestones have been met. Grant Agreements The Company has been awarded grants from governmental agencies, which are recognized as income as the qualifying expenses are incurred (see Note 11). The grant agreements contain certain provisions, including, among others, maintaining a physical presence in the region for defined periods. Failure to comply with these covenants would require either a full or partial refund of the grant to the granting authority. Research and Development Tax Credits The Company’s wholly owned subsidiary, Gelesis S.r.l., which conducts core research and development activities on behalf of the Company, is eligible to receive a non-income based and non-refundable tax credits for qualified research and development activities. The Company has earned research and development tax credits in Italy for qualifying expenses incurred by performing certain research and development activities. For the years ended December 31, 2020 and 2019, $0.6 million and $0.4 million, respectively, were recorded as a reduction to research and development expenses in the consolidated statements of operations. In December 2018, the Italian government passed a new budget law, effective January 1, 2019, that amended the eligibility criteria for recognizing qualifying research and development tax credits (“2019 Budget Law). The 2019 Budget Law requires retroactive application for research and development tax credits earned during the year ended December 31, 2019. Under the 2019 Budget Law, research and development tax credits claimed in prior periods under previous interpretations of the research and development tax credit law may potentially be repaid by the Company. The Company anticipates further interaction with the Italian Finance Ministry and Italian Tax Authority in 2020 to challenge the eligibility criteria and retroactive application of the 2019 Budget Law within our specific business case, however the likelihood that the Company is successful is uncertain. As the research and development tax credits are accounted for as a component of research and development expense in the consolidated statements of operations, the Company evaluated the potential loss under ASC 450, Contingencies concluded that the likelihood of a potential loss arising from this matter is probable. Accordingly, the Company recorded a liability for the contingent loss of $2.3 million at December 31, 2018, representing the difference between research and development tax credits eligible under the 2019 Budget Law and research and development tax credits claimed by the Company through December 31, 2018. The Company claimed an additional $0.6 million of research and development tax credits subject to this contingency during the year ended December 31, 2019 with a corresponding increase recorded to the contingent liability. The Company has recorded $3.2 million and $3.0 million as a component of other long-term liabilities in the accompanying consolidated balance sheets as of December 31, 2020 and 2019, respectively. The Company does not expect this matter to be resolved within the next operating cycle. |
Related Party Transactions_2_3
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions | ||
Related Party Transactions | 20. Related Party Transactions The Company had the following transactions with related parties: PureTech The Company engages PureTech to provide, among other things, management expertise, strategic advice, administrative support, computer and telecommunications services and office infrastructure. In exchange for providing such services, the Company pays PureTech a monthly fee. In addition, PureTech periodically invoices the Company for out-of-pocket expenses reasonably incurred in connection with providing such business services. The Company incurred general and administrative costs for management services provided by PureTech totaling $0.5 million and $0.4 million during the nine months ended September 30, 2021 and 2020, respectively. The Company incurred royalty expense of $0.2 million and less than $0.1 million in connection with the PureTech royalty agreement (see Note 19) during the nine months ended September 30, 2021 and 2020, respectively. The Company had outstanding current liabilities to PureTech of less than $0.1 million and $0.1 million at September 30, 2021 and December 31, 2020, respectively. One S.r.l Consulting Agreement with Founder of One In 2008, in connection with entering into a patent license and assignment agreement with One, the Company and one of the founders of One, who is also a stockholder of the Company, executed a consulting agreement for the development of the underlying intellectual property. The Company incurred costs for consulting services received from the founder totaling $0.1 million during both the nine months ended September 30, 2021 and 2020. The Company has outstanding accrued expenses to the founder of approximately $19,000 and approximately $43,000 at September 30, 2021 and December 31, 2020, respectively. Acquisition of One In connection with the amended and restated master agreement with One (see Note 11), Gelesis S.r.l., a VIE of the Company, acquired a 10.0% equity interest in One. No payments related to the acquisition were made to One shareholders by the Company during the nine months ended September 30, 2021 and 2020. The Company had remaining undiscounted payments of €5.0 million due to One as of September 30, 2021 and December 31, 2020 (approximately $5.8 million and $6.1 million as of September 30, 2021 and December 31, 2020, respectively). Additionally, the Company incurred royalty expense of $0.2 million and less than $0.1 million in connection with the One royalty agreement (see Note 19) during the nine months ended September 30, 2021 and 2020, respectively. CMS Agreements In connection with the CMS Agreements entered into in June 2020, the Company sold 1,158,077 shares of Series 3 Growth to CMS for an aggregate purchase price of $20.0 million (see Note 14). In addition, Company granted CMS a license to use its IP and the rights to sell the Product in the CMS Territory in exchange for a one-time, non-refundable and non-creditable upfront fee of $15.0 million, a time-based milestone payment of $5.0 million, and a sales milestone payment that ranges from the low millions of dollars to the low hundred millions of dollars based on the aggregate net sales of all products in the CMS Territory during a calendar year (see Note 5). As of September 30, 2021, the regulatory milestone and sales milestone had not been met. RIF Transaction In connection with the RIF transaction entered into in August 2020, the Company received €10.0 million (approximately $11.6 million at September 30, 2021) from RIF as an equity investment that can be called by the Company beginning in December 2023 and ending in December 2026 by paying the investment plus 15.0% percent annual interest or put by RIF starting in January 2027 and ending in December 2027 for the investment amount plus 3.175% percent annual interest. RIF holds approximately 22% of the equity of Gelesis S.r.l. at December 31, 2020 (see Note 11). In addition, the shareholders of RIF provided the Company with a loan for €15.0 million (approximately $17.4 million at September 30, 2021) with a fixed interest rate of 6.35% per annum (see Note 12). | 20. Related Party Transactions The Company had the following transactions with related parties: PureTech The Company engages PureTech to provide, among other things, management expertise, strategic advice, administrative support, computer and telecommunications services and office infrastructure. In exchange for providing such services, the Company pays PureTech a monthly fee. In addition, PureTech periodically invoices the Company for out-of-pocket expenses reasonably incurred in connection with providing such business services. The Company incurred general and administrative costs for management services provided by PureTech totaling $0.5 million during each of the years ended December 31, 2020 and 2019. The Company incurred royalty expense of $0.1 million in connection with the PureTech royalty agreement (see Note 19) during the year ended December 31, 2020. The Company had outstanding current liabilities to PureTech of $0.1 million at December 31, 2020 and 2019. One S.r.l Consulting Agreement with Founder of One In 2008, in connection with entering into a patent license and assignment agreement with One, the Company and one of the founders of One, who is also a stockholder of the Company, executed a consulting agreement for the development of the underlying intellectual property. The Company incurred costs for consulting services received from the founder totaling $0.3 million and $0.2 million during the years ended December 31, 2020 and 2019, respectively. The Company has outstanding accrued expenses to the founder of approximately $43,000 and approximately $16,000 at December 31, 2020 and 2019, respectively. Acquisition of One In connection with the amended and restated master agreement with One (see Note 11), Gelesis S.r.l., a VIE of the Company, acquired a 10.0% equity interest in One. During the years ended December 31, 2020 and 2019, the Company made payments to One shareholders totaling $3.1 million and $4.4 million, respectively, related to the acquisition. The Company had remaining undiscounted payments of $6.1 million and $8.5 million due to One as of December 31, 2020 and 2019, respectively. Additionally, the Company incurred royalty expense of $0.1 million in connection with the One royalty agreement (see Note 19) during the year ended December 31, 2020. CMS Agreements In connection with the CMS Agreements entered into in June 2020, the Company sold 1,158,077 shares of Series 3 Growth to CMS for an aggregate purchase price of $20.0 million (see Note 14). In addition, Company granted CMS a license to use its IP and the rights to sell the Product in the CMS Territory in exchange for a one-time, non-refundable and non-creditable upfront fee of $15.0 million, a time-based milestone payment of $5.0 million, and a sales milestone payment that ranges from the low millions of dollars to the low hundred millions of dollars based on the aggregate net sales of all products in the CMS Territory during a calendar year (see Note 5). As of December 31, 2020, the regulatory milestone and sales milestone had not been met. RIF Transaction In connection with the RIF transaction entered into in August 2020, the Company received $12.3 million from RIF as an equity investment that can be called by the Company beginning in December 2023 and ending in December 2026 by paying the investment plus 15.0% percent annual interest or put by RIF starting in January 2027 and ending in December 2027 for the investment amount plus 3.175% percent annual interest. RIF holds approximately 22% of the equity of Gelesis S.r.l. at December 31, 2020 (see Note 11). In addition, the shareholders of RIF provided the Company with a loan for |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Employee Benefit Plan | |
Employee Benefit Plan | 21. Employee Benefit Plan The Company has a 401(k) retirement plan in which substantially all U.S. employees are eligible to participate. Eligible employees may elect to contribute up to the maximum limits, as set by the Internal Revenue Service, of their eligible compensation. The Company made discretionary plan contributions of $0.2 million and $0.1 million during the years ended December 31, 2020 and 2019, respectively. |
Subsequent Event(s)
Subsequent Event(s) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events | ||
Subsequent Event(s) | 21. Subsequent Events. On November 8, 2021, CPSR and Gelesis entered into an amendment to the Business Combination Agreement to amend certain terms and conditions, including revising the Equity Value from $900.0 million to $675.0 million. On December 13, 2021, the Company entered into a bridge financing arrangement, executing convertible promissory note agreements with two existing investors in the aggregate amount of $27.0 million. These convertible promissory notes bear interest at 10.0% and shall be settled in cash for principal plus accrued interest by the third business day following the closing of the Business Combination. In the event the Business Combination Agreement is terminated, the majority holders of the promissory notes may elect to convert outstanding principal and interest into the securities being issued and sold to investors in a subsequent qualified financing event. | 22. Subsequent Event(s) The Company has evaluated subsequent events which may require adjustment to or disclosure in the consolidated financial statements through the date of issuance of these consolidated financial statements. Amended and Restated Agreements with Ro In January 2021, the Company and Ro amended and restated its customer agreement. Pursuant to the amended and restated agreement, the Company received $10.0 million of cash as a pre-buy commitment for Product which was recorded to current deferred income in the consolidated balance sheets. Additionally, the amended and restated agreement ended the consignment arrangement with Ro and all Product shipped under the amended and restated agreement to Ro are immediately recognized as revenue upon the transfer of physical control. In July 2021, the Company and Ro entered into a second amended and restatement agreement, under which the Company received $30.0 million of cash as a second pre-buy commitment for the Product. Additionally, the Company extended Ro’s exclusive period by approximately one Entrance into a Merger Agreement with Capstar Special Purpose Acquisition Corp. In July 2021, the Company entered into a business combination Agreement with Capstar. Pursuant to this business combination agreement, a subsidiary of CPSR is expected to merge with and into Gelesis, with Gelesis surviving the reverse merger and Capstar ceasing to exist (the “Transaction”). The Transaction is subject to the approval by stockholders of each company, among other customary terms and conditions as well as the satisfaction of certain closing conditions. Upon closing of the Transaction, the combined operating company is expected to be named Gelesis, Inc., or the New Gelesis, which securities are expected to be listed on the New York Stock Exchange and traded under the ticker symbol “GLS”. If consummated, the business combination is expected to be accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States. Under this method of accounting, CPSR has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the existing Gelesis’ stockholders comprising a relative majority of the voting power of the combined company, the Gelesis’ operations prior to the acquisition comprising the only ongoing operations of New Gelesis, the majority of New Gelesis’ board of directors appointment by Gelesis, and existing Gelesis’ senior management comprising a majority of the senior management of New Gelesis. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the consolidated financial statements of Gelesis with the business combination being treated as the equivalent of Gelesis issuing stock for the net assets of CPSR, accompanied by a recapitalization. The net assets of CPSR will be stated at historical costs, with no goodwill or other intangible assets recorded. |
Summary of Significant Accou_16
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company’s condensed consolidated financial statements are prepared in accordance with the U.S. Securities and Exchange Commission’s rules for the presentation of interim financial statements, which permit certain disclosures to be condensed or omitted. These financial statements should be read in conjunction with the Company’s annual financial statements for the years ended December 31, 2020. In the opinion of management, the accompanying interim financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2021, and its results of operations, statement of changes in redeemable convertible preferred stock and stockholder’s deficit and cash flows for the nine months ended September 30, 2021 and 2020. Operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The interim financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and related notes as of and for the year ended December 31, 2020. | Basis of Presentation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company consolidates those entities where it has a direct and indirect controlling financial interest based on either a variable interest model or voting interest model. The Company’s consolidated financial statements include the accounts of the Company, its two wholly-owned subsidiaries and a variable interest entity (“VIE”), Gelesis S.r.l., in which the Company has a controlling interest and is the primary beneficiary. The noncontrolling interest attributable to the Company’s VIE is presented as a separate component from stockholders’ deficit in the consolidated balance sheets and as a noncontrolling interest in the consolidated statements of noncontrolling interest, redeemable convertible preferred stock and stockholders’ deficit. All intercompany balances and transactions have been eliminated in consolidation. Under the variable interest model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and (ii) the obligations to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The consolidation status of a VIE may change as a result of such reassessments. Changes in consolidation status are applied prospectively in accordance with U.S. GAAP. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The Company assesses the above estimates on an ongoing basis; however, actual results could materially differ from those estimates. | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The Company assesses the above estimates on an ongoing basis; however, actual results could materially differ from those estimates. |
Subsequent Event(s) | Subsequent Event(s) The Company considers events or transactions that occur after the balance sheet date but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all events and transactions through the date these financial statements were filed with the Securities and Exchange Commission (“SEC”) or were available to be issued. | Subsequent Event(s) The Company considers events or transactions that occur after the balance sheet date but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all events and transactions through the date these financial statements were filed with the Securities and Exchange Commission (“SEC”) or were available to be issued. |
Fair Value Measurements | Fair Value of Financial Instruments The guidance in FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. The Company’s tranche rights liability, preferred stock warrants, and call option liability (see Note 11) are recorded at fair value on a recurring basis. The carrying amount of accounts receivable, grants receivable, accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The carrying amount of notes payable is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described below (see Note 3). Preferred Stock Warrant Liability: The Company has recorded redeemable convertible preferred stock warrants issued to investors as liabilities as the terms of the warrants are not fixed due to potential adjustments in the exercise price and/or the number of shares issuable under the warrants, and because all of the redeemable convertible preferred stock warrants are exercisable for preferred shares. Redeemable convertible preferred stock warrants are initially recorded at fair value, with gains and losses arising from subsequent changes in fair value recognized in the consolidated statements of operations at each period end while such instruments are outstanding. The Company measures fair value of redeemable convertible preferred stock warrants using a Black-Scholes option pricing model (see Note 11). Tranche Rights Liability: Distinguishing Liabilities from Equity Noncontrolling Interests: | |
Cash and Cash Equivalents | Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Cash equivalents, which consist of money market accounts purchased with original maturities of less than 90 days from the date of purchase, are stated at fair value. | |
Marketable Securities | Marketable Securities The Companies classifies all investment securities as available-for-sale, as the sale of such securities may be required prior to maturity. These investment securities are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive loss until realized. The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, as well as interest, are included in interest income. Realized gains and losses from sale of available- for-sale securities, if any, are determined on a specific identification basic and are also included in interest income. The Company reviews all available-for-sale securities at each period end to determine if they remain available-for-sale based on then current intent and ability to sell the security if it is required to do so. Marketable securities are subject to a periodic impairment review. The Company may recognize an impairment charge when a decline in the fair value of investments below the cost basis is determined to be other-than-temporary. The Company did not have any marketable securities deemed to be impaired as of September 30, 2021 and December 31, 2020. | Marketable Securities The Companies classifies all investment securities as available-for-sale, as the sale of such securities may be required prior to maturity. These investment securities are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive loss until realized. The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, as well as interest, are included in interest income. Realized gains and losses from sale of available- for-sale securities, if any, are determined on a specific identification basic and are also included in interest income. The Company reviews all available-for-sale securities at each period end to determine if they remain available-for-sale based on then current intent and ability to sell the security if it is required to do so. Marketable securities are subject to a periodic impairment review. The Company may recognize an impairment charge when a decline in the fair value of investments below the cost basis is determined to be other-than-temporary. The Company did not have any marketable securities deemed to be impaired as of December 31, 2020 and did not have any marketable securities as of December 31, 2019. |
Accounts Receivable | Accounts Receivable The Company extends credit to customers based upon contractual terms or its evaluation of the customer’s financial condition. Customer accounts receivable are stated at amounts due net of applicable discounts and other contractual adjustments as well as an allowance for doubtful accounts. The Company assesses the need for an allowance for doubtful accounts based upon currently expected credit losses (“CECL”) by considering a number of factors, including the length of time trade accounts receivable are past due, the customer’s ability to pay its obligation and the condition of the general economy and the industry as a whole. The Company will write off accounts receivable when the Company determines that they are uncollectible. The Company has not historically experienced any collection issues or significant credit losses. Based on historical receipts and collections history, management has determined that an allowance for doubtful accounts is not necessary as of September 30, 2021 and December 31, 2020. | Accounts Receivable Accounts receivable are carried at the invoiced amount less an allowance for doubtful accounts. Doubtful accounts are provided for on the basis of anticipated collection losses, and the expense associated with the allowance for doubtful accounts is recognized as Selling, general and administrative expense. The estimated losses are determined from historical collection experience and a review of outstanding accounts receivable. A receivable is considered past due if the Company has not received payment within the stated payment terms. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. The Company has not historically experienced any significant credit losses. Based on historical receipts and collections history, management has determined that an allowance for doubtful accounts is not necessary as of December 31, 2020 or 2019. |
Government Grants | Government Grants The Company recognizes grants from governmental agencies in other income on the consolidated statement of operations, gross of the expenditures that were related to the underlying project being co-funded by the grant, when there is reasonable assurance that the Company will comply with the conditions attached to the grant arrangement and payments under the grant will be received. The Company evaluates the conditions of each individual grant as of each reporting period to ensure that the Company has reached reasonable assurance of meeting the conditions of each grant arrangement and that it is expected that the grant payment will be received as a result of meeting the necessary conditions. The Company has been awarded grants from government agencies in Italy for certain capital expenditures and expenses incurred for research and development work performed under specified programs conducted in Italy. The Company submits qualifying expenses and capital purchases for reimbursement under each specified program, which occurs after the Company has made the capital purchases and/or incurred the research and development costs. The Company records a grant receivable upon incurring such expenses, as approval and reimbursement are considered to be perfunctory once the qualifying program has been approved. Government grants are recognized in the consolidated statements of operations on a systematic basis over the periods in which the Company recognizes the related costs for which the government grant is intended to compensate. Specifically, grant income related to research and development costs is recognized as such expenses are incurred. Research and development costs that were incurred prior to the approval of a qualifying program are recognized as grant income immediately upon approval of the program by the grantor. Grant income related to qualifying capital purchases is recognized in proportion to the depreciation expense incurred on the underlying assets. Deferred income related to capital purchases for which grant income will be recognized beyond twelve months from the balance sheet date is classified as long-term deferred income on the consolidated balance sheets and amortized to other income, net, over the same life of the related asset. | |
Inventory | Inventory The Company manufactures its own super-absorbent hydrogels used in Plenity ® Inventories comprise raw materials, including raw materials for packaging components, work-in- process, and finished goods, which are goods that are available for sale. The Company states inventory at the lower of cost or net realizable value with the cost based on the first-in, first-out method. If the Company identifies excess, obsolete or unsalable items, it writes down its inventory to its net realizable value in the period in which the impairment is identified. These adjustments are recorded based upon various factors related to the product, including the level of product manufactured by the Company, the level of product in the distribution channel, current and projected demand, the expected shelf-life of the product and firm inventory purchase commitments. Significant shipping and handling costs incurred for inventory purchases are included in inventory and costs incurred for product shipments are recorded in cost of goods sold as incurred. The Company started capitalizing inventory upon its first approval of Plenity from the FDA in April 2019. Prior to that date, the Company expensed all costs incurred related to the manufacturing of Plenity as research and development expense because of the inherent risks associated with the development of a product candidate, the uncertainty about the regulatory approval process and the lack of history for the Company of regulatory approval. The Company as not capitalized inventory costs related to product candidates in its development programs to date. As of December 31, 2020, were no previously expensed Plenity inventory held by the Company. | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations as incurred whereas major betterments are capitalized as additions to property and equipment. Depreciation and amortization begin at the time the asset is placed in service, and are recorded using the straight-line method over the estimated useful lives, as follows: Asset Category Useful Lives Computer equipment and software 1 – 3 years Laboratory and manufacturing equipment 2.5 – 8 years Leasehold improvements 5 – 10 years, or the remaining term of lease, if shorter Buildings and land improvements 18 – 20 years Land Not depreciated | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to the undiscounted expected future cash flows the assets are expected to generate and recognizes an impairment loss equal to the excess of the carrying value over the fair value of the related asset. For the years ended December 31, 2020 and 2019, there were no indicators of impairment. | |
Intangible Assets | Intangible Assets Intangible assets with estimable useful lives, or definite-lived intangibles, are carried at cost and are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment upon certain triggering events. We routinely review the remaining estimated useful lives of definite-lived intangible assets. If we reduce the estimated useful life assumption, the remaining unamortized balance is amortized over the revised estimated useful life. | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The Company has classified redeemable convertible preferred stock as temporary equity in the consolidated balance sheets due to certain change in control clauses that are outside of the Company’s control, including liquidation, sale, or transfer of control of the Company, as holders of the redeemable convertible preferred stock could cause redemption of the shares in these situations. The Company accretes the carrying values of the classes of redeemable convertible preferred stock that are mandatorily redeemable to the redemption values. The Company does not accrete the carrying values of the classes of redeemable convertible preferred stock that are not mandatory redeemable to the redemption values since a liquidation event, sale, or transfer is not considered probable. Subsequent adjustments of the carrying values to the ultimate redemption values will be made only if and when it becomes probable that such a liquidation event will occur. Upon completion of a qualified initial public offering (“IPO”), as defined in the Company’s certificate of incorporation, the redeemable convertible preferred stock will automatically convert to common stock. | |
Leases | Leases Effective January 2019, the Company determines if an arrangement is a lease at contract inception under ASC 842 — Leases . 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. The Company recognizes operating lease assets and liabilities at the commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. As the discount rate implicit in the leases was typically not readily determinable, the Company utilized the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. incremental borrowing rate (IBR). The Company has elected to apply the practical expedient to account for lease and non-lease components as a single lease component for new and modified leases commencing after adoption election. The Company has also elected not to recognize leases with an initial term of 12 months or less on the consolidated balance sheets, instead, those lease payments are recognized in the consolidated statements of operations on a straight-line basis over the lease term. | |
Revenue Recognition | Revenue Recognition Product Revenue The Company commercializes Plenity in the U.S. markets principally through synergistic partnerships with online pharmacies and telehealth providers, which in turn sell Plenity directly to patients based on prescriptions. Outside the U.S., the Company primarily seeks collaborations with strategic partners to market Plenity and obtain necessary regulatory approvals as necessary. Product revenue is recognized by the Company in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services when the customer obtains control of the product, which occurs at a point in time, typically when the product is received by the Company’s customers. Reserves for Variable Consideration Revenues from product sales are recorded as product revenue at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established and which result from discounts, returns, patient incentives and assistance and other allowances that are offered within contracts between the Company and its direct and indirect customers, including online pharmacies, telehealth providers, health care providers, and patients relating to the Company’s product sales. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (if the amount is payable to the customer) or a current liability (if the amount is payable to a party other than a customer). Where appropriate, these estimates take into consideration a range of possible outcomes that are probability-weighted for relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which the Company is entitled based on the terms of the contract(s). The amount of variable consideration that is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known. The Company has no plan to seek government or commercial payor reimbursements in the US or the overseas markets. Therefore, reserves for variable consideration do not contain any components related to government and payor rebates or chargebacks. Product Return The Company generally does not accept customer returns except for product quality related cases. The Company evaluates quality related returns and adjust the corresponding product warranty reserves and liabilities at least quarterly and at the end of each reporting period. License and Collaboration Revenues The Company recognizes revenue from product sales and collaboration arrangements in accordance with ASC 606, Revenue from Contracts with Customers Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available, and whether the goods or services are integral or dependent to other goods or services in the contract. For performance obligations which consist of the Company’s materials, shipping and distribution activities occur prior to the transfer of control of the Company’s materials and are considered activities to fulfill the Company’s promise to deliver goods to the customers. The Company has entered and anticipates to enter future license, collaboration and/or distribution agreements, which are within the scope of ASC 606, to manufacture and commercialize product(s). The terms of these agreements typically contain multiple promises or obligations, which may include: (i) manufacturing and supply of covered products, and (ii) regulatory support activities to be provided to the collaboration partner relating to the covered product(s). Payments to the Company under these agreements may include payments based upon the achievement of certain milestones and royalties on any resulting net product sales. The Company first evaluates collaboration arrangements to determine whether the arrangement (or part of the arrangement) represents a collaborative arrangement pursuant to ASC Topic 808, Collaborative Arrangements, progress. As of and for the two years ended December 31, 2020, there were no performance obligations to be satisfied over time for recognition purposes. Amounts received prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. Amounts recognized as revenue, but not yet received or invoiced are generally recognized as contract assets. | |
Selling, General and Administrative Costs | Selling, General and Administrative Costs Selling, general and administrative costs are expensed as incurred. Selling, general and administrative costs include salaries and benefits, stock-based compensation expense, and costs of programs and infrastructure necessary for the general conduct of the Company’s business, including those incurred as a result of the commercialization of the Company’s products. | |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include payroll and personnel expense, consulting costs, external contract research and development expenses, as well as depreciation and utilities. Prepaid research and development costs are deferred and amortized over the service period, as the services are provided. | |
Stock-Based Compensation | Stock-Based Compensation Effective January 1, 2020, the Company accounts for all stock-based compensation awards granted to employees and non-employees in accordance with ASC 718, Compensation — Stock Compensation ● exercise price: In determining the exercise prices for options granted, the Board of Directors has considered the fair value of the common stock as of each grant date. The fair value of the common stock underlying the stock options has been determined by the Board of Directors at each award grant date based upon the estimated fair value of the Company’s common stock as determined by an independent third-party valuation firm. The specialists at this valuation firm considered a variety of factors including the Company’s financial position and historical financial performance, the status of technological developments within the Company’s products, the composition and ability of the current clinical and management team, an evaluation or benchmark of the Company’s competition, the current business climate in the marketplace, the illiquid nature of the common stock, arm’s length sales of the Company’s capital stock (including Series Preferred), the effect of the rights and preferences of the preferred stockholders, and the prospects of a liquidity event, among others. ● expected volatility: As the Company is a privately-owned company, there is not sufficient historical volatility for the expected term of the options. Therefore, the Company used an average historical share price volatility based on an analysis of reported data for a peer group of comparable companies for which historical information is available. For these analyses, the Company selects companies with comparable characteristics to itself including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock- based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its stock-based awards. The Company intends to consistently apply this process using representative companies until a sufficient amount of historical information regarding the volatility of its own share price becomes available; ● risk-free interest rate, which is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption; ● expected term, which is calculated using the simplified method, as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment, as the Company has insufficient historical information regarding its stock options to provide a basis for an estimate. Under this approach, the weighted-average expected life is presumed to be the average of the contractual term of ten years and the weighted-average vesting term of the stock options, taking into consideration multiple vesting tranches; ● dividend yield, which is zero based on the fact that the Company never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Prior to the adoption of Accounting Standards ASU No. 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting | |
Income Taxes | Income Taxes The consolidated financial statements reflect provisions for federal, state, local and foreign income taxes. Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax basis of assets and liabilities using rates anticipated to be in effect when such temporary differences reverse. A change in tax rates is recognized in income in the period of the enactment date. A valuation allowance against net deferred tax assets is required if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company also assesses the probability that the positions taken or expected to be taken in its income tax returns will be sustained by taxing authorities. A “more likely than not” (more than 50%) recognition threshold must be met before a tax benefit can be recognized. Tax positions that are more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position, are reflected in the Company’s consolidated financial statements. Tax positions are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The difference between the benefit recognized for a position and the tax benefit claimed on a tax return is referred to as an unrecognized tax benefit. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. | |
Foreign Currency Translation | Foreign Currency Translation The financial statements of each of the Company’s subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars using period-end exchange rates for assets and liabilities, historical exchange rates for stockholders’ equity and weighted average exchange rates for operating results. Translation gains and losses are included in accumulated other comprehensive income (loss) in stockholders’ equity. Foreign currency transaction gains and losses are included in other (expense) income, net in the results of operations. | |
Reclassifications | Reclassifications Certain items in the prior year consolidated financial statements have been reclassified to conform to the current presentation. | |
Concentration of Credit Risk and Major Sales Channels | Concentrations of Credit Risk and Off -Balance-Sheet Risk The Company has no significant off-balance-sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash and cash equivalents, investments, accounts receivable and unbilled account receivables. The Company’s cash balances, trade receivables, and grants receivable subject the Company to significant concentrations of credit risk. Periodically, the Company maintains deposits in government insured financial institutions in excess of government insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash. The Company’s grants receivable are due from government agencies, which the Company believes to have high credit quality. The Company has a limited number of commercial customers. The Company monitors the creditworthiness of customers to whom it grants credit terms and has not experienced any credit losses. | |
Earnings (Loss) per Share | Earnings (Loss) per Share The Company computes basic earnings (loss) per share by dividing income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding. During periods of income, the Company allocates participating securities a proportional share of income determined by dividing total weighted average participating securities by the sum of the total weighted average common shares and participating securities (the “two-class method”). The Company’s restricted stock and various series of preferred stocks participate in dividends declared by the Company and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods of loss, the Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company. The Company computes diluted earnings (loss) per share after giving consideration to the dilutive effect of stock options and warrants that are outstanding during the period, except where such non-participating securities would be anti-dilutive. | |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief operating decision maker view the Company’s operations and manage its business as one operating segment. Geographically, the Company operates out of the U.S. and Italy. The corporate headquarters including the core functions of sales and marketing, medical affairs, research and development and general and administrative are located in the U.S., while substantially all of the Company’s manufacturing facilities and operations physically reside in Italy. | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Credit Losses In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). The FASB has subsequently issued amendments to ASU 2016-13, which have the same effective and transition date of fiscal years beginning after December 15, 2019 for SEC filers other than small reporting companies, and fiscal years beginning after December 15, 2022 for all other entities. These standards require that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establish additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, these standards now require allowances to be recorded instead of reducing the amortized cost of the investment. The Company adopted the new standard on January 1, 2021. The Company has completed the assessment of the standard based on the composition of its portfolio of financial instruments and current and forecasted economic conditions, performed its calculations for credit losses and established processes and internal controls that are required to comply with the new credit loss standard and related disclosure requirements. The adoption of this standard did not have a significant impact on the condensed consolidated financial position and results of operations. | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases months result in an entity recognizing an asset and liability equal to the present value of the lease payments in the statement of financial position. This standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company early adopted this guidance using the effective date approach, as of January 1, 2019, which resulted in no restatement of prior periods or cumulative adjustment to accumulated deficit. The adoption of the new leasing standards did not have an impact on the consolidated statements of operations or cash flows. In June 2018, the FASB issued ASU 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808) In December 2019, the FASB issued ASU 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes |
Summary of Significant Accou_17
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of estimated useful lives of property and equipment | Asset Category Useful Lives Computer equipment and software 1 – 3 years Laboratory and manufacturing equipment 2.5 – 8 years Leasehold improvements 5 – 10 years, or the remaining term of lease, if shorter Buildings and land improvements 18 – 20 years Land Not depreciated |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements | ||
Schedule of the financial instruments, measured at fair value, by level within the fair value hierarchy on recurred basis | Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Assets: Marketable securities $ 23,998 $ 23,998 $ — $ — Total assets measured at fair value $ 23,998 $ 23,998 $ — $ — Liabilities: Preferred stock warrants $ 12,099 $ — $ — $ 12,099 One SRL call option (see Note 11) 1,545 — — 1,545 Total liabilities measured at fair value $ 13,644 $ — $ — $ 13,644 | Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Assets: Marketable securities $ 23,998 $ 23,998 $ — $ — Total assets measured at fair value $ 23,998 $ 23,998 $ — $ — Liabilities: Preferred stock warrants $ 12,099 $ — $ — $ 12,099 Contingent call option for investment in related party (see Note 11) 1,545 1,545 Total liabilities measured at fair value $ 13,644 $ — $ — $ 13,644 |
Schedule of the financial instruments, measured at fair value, by level within the fair value hierarchy on recurred basis | Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of September 30, 2021 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Liabilities: Preferred stock warrants $ 17,457 $ — $ — $ 17,457 One SRL call option (see Note 11) 2,040 — — 2,040 Total liabilities measured at fair value $ 19,497 $ — $ — $ 19,497 | Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Liabilities: Tranche rights liability $ 310 $ — $ — $ 310 Preferred stock warrants 15,996 — — 15,996 Total liabilities measured at fair value $ 16,306 $ — $ — $ 16,306 |
Schedule of probabilities of scenarios occurring | September 30, December 31, 2021 2020 Long-term IPO scenario 15.0 % 75.0 % Special purpose acquisition company (“SPAC”) scenario 75.0 % 0.0 % Market adjusted equity value method 10.0 % 25.0 % | At December 31, 2020 2019 IPO scenario 75.0 % 75.0 % Trade sale 25.0 % 25.0 % Trade sale after Qualified Financing 0.0 % 0.0 % |
Schedule of changes to company's tranche right liability | Tranche rights liability Balance at January 1, 2019 $ 2,088 Change in fair value of tranche right liability immediately prior to tranche settlement in April 2019 473 Settlement of Series 2 Growth tranche right liability in April 2019 (2,561) Establishment of Series 3 Growth tranche rights liability in December 2019 365 Change in fair value of Series 3 Growth tranche rights liability at December 31,2019 (55) Balance at December 31, 2019 $ 310 Change in fair value of tranche right liability immediately prior to tranche settlement in April 2020 (256) Settlement of Series 3 Growth tranche right liability in April 2020 (54) Balance at December 31, 2020 $ — | |
Schedule of changes to company's warrant liability | The following represents a summary of the changes to the Company’s warrant liability for the nine months ended September 30, 2021 (in thousands): Series A ‑ 1 Series A ‑ 3 Series A ‑ 4 Warrants Warrants Warrants Total Balance at December 31, 2020 $ 581 $ 2,896 $ 8,622 $ 12,099 Exercise of warrants (937) (2,987) — (3,924) Change in fair value of warrant liability 356 91 8,835 9,282 Balance at September 30, 2021 $ — $ — $ 17,457 $ 17,457 | Series 3 Series 4 Series A-1 Series A-3 Series A-4 Growth Growth Warrants Warrants Warrants Warrants Options Total Balance at January 1, 2019 $ 752 $ 3,332 $ 10,067 $ — $ — $ 14,151 Issuance of Series 3 Growth warrant liability — — — 4,706 — 4,706 Issuance of Series 4 Growth option liability — — — — 677 677 Change in fair value of warrant liability (267) (791) (2,381) (75) (24) (3,538) Balance at December 31, 2019 485 2,541 7,686 4,631 653 15,996 Issuance of Series 4 Growth option liability — — — — 745 745 Extinguishment of Series 3 Growth warrant — — — (5,973) — (5,973) Exercise of Series A-4 warrants — — (135) — — (135) Change in fair value of warrant liability 96 355 1,071 1,342 (1,398) 1,466 Balance at December 31, 2020 $ 581 $ 2,896 $ 8,622 $ — $ — $ 12,099 |
Schedule of weighted average assumptions used to determine the fair value of the warrant liability | Series A-4 Warrants Expected term 0.5 year Expected volatility 63.0 % Expected dividend yield 0.0 % Risk free interest rate 0.3 % Estimated fair value of the redeemable convertible preferred stock $ 24.67 Exercise price of warrants $ 0.04 Series A ‑ 1 Series A ‑ 3 Series A ‑ 4 Warrants Warrants Warrants Expected term 0.3 years 1.5 years 2.6 years Expected volatility 48.0 % 68.0 % 59.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % Risk free interest rate 0.1 % 0.1 % 0.2 % Estimated fair value of the redeemable convertible preferred stock $ 12.24 $ 12.21 $ 12.22 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 | The following weighted average assumptions were used to determine the fair value of the warrant liability at December 31, 2020: Series A-1 Series A-3 Series A-4 Warrants Warrants Warrants Expected term 0.3 years 1.5 years 2.6 years Expected volatility 48.0 % 68.0 % 59.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % Risk free interest rate 0.1 % 0.1 % 0.2 % Estimated fair value of the redeemable convertible preferred stock $ 12.24 $ 12.21 $ 12.22 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 The following weighted average assumptions were used to determine the fair value of the warrant liability at December 31, 2019: Series 3 Series 4 Series A-1 Series A-3 Series A-4 Growth Growth Warrants Warrants Warrants Warrants Options Expected term 1.3 years 2.5 years 3.6 years 10.0 years 0.96 years Expected volatility 52.0 % 55.0 % 58.0 % 45.0 % 49.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Risk free interest rate 1.59 % 1.60 % 1.64 % 1.92 % 1.59 % Estimated fair value of the redeemable convertible preferred stock $ 10.73 $ 10.70 $ 10.72 $ 17.09 $ 17.27 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 $ 17.27 $ 20.72 |
Schedule of changes to company's call option liability | The following represents a summary of the changes to Company’s call option liability from December 31, 2020 through September 30, 2021 (in thousands): Balance at December 31, 2020 $ 1,545 Change in fair value of One SRL call option 601 Foreign currency translation gain (106) Balance at September 30, 2021 $ 2,040 | Fair value of call option liability at issuance $ 1,494 Foreign currency translation loss 51 Balance at December 31, 2020 $ 1,545 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Marketable Securities | ||
Marketable Securities | The following table summarizes the marketable securities held at December 31, 2020 (in thousands): Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Marketable securities: Commercial paper $ 15,999 $ 1 $ (2) $ 15,998 United States Treasury securities 8,000 — — 8,000 Total marketable securities $ 23,999 $ 1 $ (2) $ 23,998 | Gross Gross Amortized Unrealized Unrealized Cost Gains Losses Fair Value Marketable securities: Commercial paper $ 15,999 $ 1 $ (2) $ 15,998 United States Treasury securities 8,000 — — 8,000 Total marketable securities $ 23,999 $ 1 $ (2) $ 23,998 |
Product Revenue, Reserve and Al
Product Revenue, Reserve and Allowance (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Product Revenue Reserve and Allowance. | ||
Schedule of activity in the product revenue reserve and allowance | The following table summarizes the activity in the product revenue reserve and allowance for the nine months ended September 30, 2021 and 2020 (in thousands): Nine Months Ended, September 30 2021 2020 Beginning balance at January 1 $ 14 $ — Provision related to product sales 376 246 Credits and payments made (365) (227) Ending balance at September 30 $ 25 $ 19 | 2020 Beginning balance at January 1 $ — Provision related to product sales 980 Credits and payments made (966) Ending balance at December 31 $ 14 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Inventories | ||
Schedule of inventories | Inventories consisted of the following (in thousands): At September 30, At December 31, 2021 2020 Raw materials $ 6,549 $ 1,213 Work in process 2,236 913 Finished goods 659 2,433 Consignment inventories — 563 Total inventories $ 9,444 $ 5,122 | At December 31, 2020 2019 Raw materials $ 1,213 $ 771 Work in process 913 — Finished goods 2,433 — Consignment inventories 563 — Total inventories $ 5,122 $ 771 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Prepaid Expenses and Other Current Assets | ||
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): At September 30, At December 31, 2021 2020 Prepaid expenses $ 5,116 $ 1,024 Prepaid contract research costs 427 169 Research and development tax credit 696 1,131 Value added tax receivable 3,204 4,315 Deferred financing costs 2,904 38 Prepaid expenses and other current assets $ 12,347 $ 6,677 | At December 31, 2020 2019 Prepaid expenses $ 1,024 $ 314 Prepaid contract research costs 169 908 Research and development tax credit 1,131 405 Value added tax receivable 4,315 1,302 Deferred financing costs 38 — Prepaid expenses and other current assets $ 6,677 $ 2,929 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property and Equipment, Net | ||
Schedule of property and equipment, net | Property and equipment, net, consists of the following (in thousands): At September 30, At December 31, 2021 2020 Laboratory and manufacturing equipment $ 22,340 $ 8,176 Buildings 10,060 4,334 Leasehold improvements 1,648 1,742 Computer equipment and software 471 176 Capitalized software 192 17 Construction in process 26,928 35,551 Property and equipment – at cost 61,639 49,996 Less accumulated depreciation (3,495) (3,101) Property and equipment – net $ 58,144 $ 46,895 | At December 31, 2020 2019 Laboratory and manufacturing equipment $ 8,176 $ 4,891 Buildings 4,334 2,649 Leasehold improvements 1,742 1,577 Computer equipment and software 176 105 Capitalized software 17 — Construction in process 35,551 5,619 Property and equipment – at cost 49,996 14,841 Less accumulated depreciation (3,101) (2,023) Property and equipment – net $ 46,895 $ 12,818 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accrued Expenses [Abstract] | ||
Schedule of Accrued Expenses | Accrued expenses and other current liabilities consist of the following (in thousands): At September 30, At December 31, 2021 2020 Accrued payroll and related benefits $ 2,751 $ 3,009 Accrued professional fees and outside contractors (including due to related party of $64 and $109, respectively) 8,879 3,494 Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) 5,690 — Accrued property, plant and equipment additions 1,280 768 Accrued interest 974 49 Deferred IPO fees 738 — Total accrued expenses $ 20,312 $ 7,320 | At December 31, 2020 2019 Accrued payroll and related benefits $ 3,009 $ 1,438 Accrued professional fees and outside contractors (including due to related party of $109 and $16, respectively) 3,494 2,290 Accrued property, plant and equipment additions 768 488 Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) — 2,916 Income taxes (receivable) payable — (142) Accrued interest 49 12 Total accrued expenses $ 7,320 $ 7,002 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Other Long-Term Liabilities | ||
Other Long-Term Liabilities | Other long-term liabilities consist of the following (in thousands): At September 30, At December 31, 2021 2020 Deferred IPO fees $ — $ 738 Long-term tax liabilities 107 301 Contingent loss for research and development tax credits 3,055 3,233 Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) — 5,912 One SRL call option (see Note 11) 2,040 1,545 Total other long-term liabilities $ 5,202 $ 11,729 | At December 31, 2020 2019 Deferred IPO fees $ 738 $ 738 Long-term tax liabilities 301 156 Contingent loss for research and development tax credits 3,233 2,956 Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) 5,912 5,274 Contingent call option for investment in related party (see Note 11) 1,545 — Deferred credit (see Note 11) — 1,230 Capital lease obligations — 7 Total other long-term liabilities $ 11,729 $ 10,361 |
Significant Agreements (Tables)
Significant Agreements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Significant Agreements | ||
Schedule of allocated consideration in the June 2019 transaction on relative fair value basis | The Company initially allocated consideration in the June 2019 transaction on a relative fair value basis in the following manner (in thousands): Consideration Cash $ 12,668 Warrants for redeemable convertible preferred stock 4,706 Fair value of total consideration $ 17,374 Assets acquired at relative fair value Intangible asset related to reduction in royalty $ 15,564 Equity-method investment 1,810 Total assets acquired $ 17,374 | Consideration Cash $ 12,668 Warrants for redeemable convertible preferred stock 4,706 Fair value of total consideration $ 17,374 Assets acquired at relative fair value Intangible asset related to reduction in royalty $ 15,564 Equity-method investment 1,810 Total assets acquired $ 17,374 |
Schedule of finite lived intangible assets amortization expense | A summary of the intangible asset activity that resulted from this transaction during the year ended December 31, 2020 through September 30, 2021 (in thousands): Balance at December 31, 2020 $ 17,947 Amortization expense (1,700) Balance at September 30, 2021 $ 16,247 A summary of the intangible asset activity that resulted from this transaction during the years ended December 31, 2019 and 2020 is as follows (in thousands): Intangible asset at relative fair value $ 15,564 Adjustment to record deferred tax liability 5,783 Carrying value of intangible asset at June 2019 acquisition date 21,347 Amortization expense (1,133) Balance at December 31, 2019 $ 20,214 Amortization expense (2,267) Balance at December 31, 2020 $ 17,947 | Intangible asset at relative fair value $ 15,564 Adjustment to record deferred tax liability 5,783 Carrying value of intangible asset at June 2019 acquisition date 21,347 Amortization expense (1,133) Balance at December 31, 2019 $ 20,214 Amortization expense (2,267) Balance at December 31, 2020 $ 17,947 |
Schedule of equity-method investment activity | Initially allocated value of equity-method investment $ 1,810 Deferred tax asset generated by book-to-tax difference (see Note 17) 3,040 Adjustment to carrying value of equity-method investment (1,810) Deferred credit (1,230) Balance at December 31, 2019 $ — | |
Schedule of gains on warrant liability settlement | Carrying value of warrants for redeemable convertible preferred stock $ 5,973 Fair value of common stock warrants, net of cash consideration paid of $10 (4,312) Fair value of contingent call option granted to One shareholders (1,494) Gain on warrant liability extinguishment $ 167 |
Debt (Tables)
Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt | ||
Schedule of principle payments in connection to debt outstanding | Future principal payments in connection to debt outstanding as of September 30, 2021 are as follows (in thousands): 2021 (excluding the nine months ended September 30, 2021) $ 38 2022 2,230 2023 7,902 2024 5,606 2025 4,290 Thereafter 17,468 $ 37,534 | Future principal payments in connection to debt outstanding as of December 31, 2020 are as follows (in thousands): 2021 $ 313 2022 2,360 2023 4,683 2024 4,706 2025 4,539 Thereafter 18,486 $ 35,087 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Warrants | ||
Schedule of warrants outstanding | The following represents a summary of the warrants outstanding at September 30, 2021: Number of Shares Issued Classification Exercisable for Issuable August 2013 Liability Series A‑4 redeemable convertible preferred stock (“Series A‑4”) 708,493 October 2020 Equity Common stock 522,009 The following represents a summary of the warrants outstanding at December 31, 2020: Number of Shares Issued Classification Exercisable for Issuable April 2011 Liability Series A‑1 redeemable convertible preferred stock (“Series A‑1”) 74,784 June 2012 Liability Series A‑3 redeemable convertible preferred stock (“Series A‑3”) 238,189 August 2013 Liability Series A ‑ 4 708,493 October 2020 Equity Common stock 522,009 | Summary of Outstanding Warrants The following represents a summary of the warrants outstanding at December 31, 2020: Number of Shares Issued Classification Exercisable for Issuable April 2011 Liability Series A-1 redeemable convertible preferred stock (“Series A-1”) 74,784 June 2012 Liability Series A-3 redeemable convertible preferred stock (“Series A-3”) 238,189 August 2013 Liability Series A-4 redeemable convertible preferred stock (“Series A-4”) 708,493 October 2020 Equity Common stock 522,009 The following represents a summary of the warrants outstanding at December 31, 2019: Number of Shares Issued Classification Exercisable for Issuable April 2011 Liability Series A-1 74,784 June 2012 Liability Series A-3 238,189 August 2013 Liability Series A-4 719,670 December 2019 (1) Liability Series 3 Growth redeemable convertible preferred stock (“Series 3 Growth”) 478,828 December 2019 (2) Liability Series 4 Growth redeemable convertible preferred stock (“Series 4 Growth”) 2,419,573 (1) The Company had an obligation to issue such warrants to One under the amended and restated master agreement as of December 31, 2019 (see Note 11). (2) Options of holders of Series 3 Growth redeemable convertible preferred stock to purchase shares of Series 4 Growth redeemable convertible preferred stock. |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Redeemable Convertible Preferred Stock | ||
Schedule of redeemable convertible preferred stock | Redeemable convertible preferred stock consisted of the following at September 30, 2021 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A‑1 1,711,755 1,689,193 7,505 $ 7,113 1,689,193 Series A‑2 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A‑3 1,730,874 1,730,874 5,188 7,460 1,730,874 Series A‑4 2,159,022 1,450,529 4,347 2,602 1,450,529 Series A‑5 1,977,114 1,977,114 24,539 49,151 1,977,114 Series Growth 2,538,274 2,538,274 31,500 63,381 2,538,274 Series 2 Growth 2,370,803 2,370,803 30,370 59,223 2,370,803 Series 3 Growth 6,308,529 5,818,895 100,492 164,733 5,818,895 Total 19,957,625 18,736,936 $ 206,971 $ 356,696 18,736,936 Redeemable convertible preferred stock consisted of the following at December 31, 2020 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A‑1 1,711,755 1,636,971 7,273 $ 6,176 1,636,971 Series A‑2 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A‑3 1,730,874 1,492,685 4,474 4,463 1,492,685 Series A‑4 2,159,022 1,450,529 5,473 2,602 1,450,529 Series A‑5 1,977,114 1,977,114 24,536 24,991 1,977,114 Series Growth 2,538,274 2,538,274 31,500 32,763 2,538,274 Series 2 Growth 2,370,803 2,370,803 30,370 30,684 2,370,803 Series 3 Growth 6,308,529 5,818,895 150,768 108,813 5,818,895 Total 19,957,625 18,446,525 $ 257,424 $ 213,525 18,446,525 | Redeemable convertible preferred stock consisted of the following at December 31, 2020 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A-1 1,711,755 1,636,971 7,273 $ 6,176 1,636,971 Series A-2 redeemable convertible preferred stock (“Series A-2”) 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A-3 1,730,874 1,492,685 4,474 4,463 1,492,685 Series A-4 2,159,022 1,450,529 5,473 2,602 1,450,529 Series A-5 1,977,114 1,977,114 24,536 24,991 1,977,114 Series Growth redeemable convertible preferred stock (“Series Growth”) 2,538,274 2,538,274 31,500 32,763 2,538,274 Series 2 Growth redeemable convertible preferred stock (“Series 2 Growth”) 2,370,803 2,370,803 30,370 30,684 2,370,803 Series 3 Growth 6,308,529 5,818,895 150,768 108,813 5,818,895 Total 19,957,625 18,446,525 $ 257,424 $ 213,525 18,446,525 Redeemable convertible preferred stock consisted of the following at December 31, 2019 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A-1 1,711,755 1,636,971 $ 7,273 $ 6,176 1,636,971 Series A-2 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A-3 1,730,874 1,492,685 4,474 4,463 1,492,685 Series A-4 2,159,022 1,439,352 5,430 2,466 1,439,352 Series A-5 1,977,114 1,977,114 24,536 24,536 1,977,114 Series Growth 2,538,274 2,538,274 31,500 31,500 2,538,274 Series 2 Growth 2,370,803 2,370,803 30,370 30,370 2,370,803 Series 3 Growth 5,355,049 2,973,270 77,037 51,348 2,973,270 Total 19,004,145 15,589,723 $ 183,650 $ 153,892 15,589,723 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Common Stock | ||
Schedule of common stock | At September 30, At December 31, 2021 2020 Common stock options outstanding 5,229,675 5,034,858 Conversion of all classes of redeemable convertible preferred stock 18,736,936 18,446,525 Issuances upon exercise of warrants to purchase Series A‑1, upon conversion to common warrants — 74,784 Issuances upon exercise of warrants to purchase Series A‑3, upon conversion to common warrants — 238,189 Issuances upon exercise of warrants to purchase Series A‑4, upon conversion to common warrants 708,493 708,493 Issuances upon exercise of common stock warrants 522,009 522,009 Total common stock reserved for future issuance 25,197,113 25,024,858 | At December 31, 2020 and 2019 common stock reserved for future issuance was as follows: At December 31, 2020 2019 Common stock options outstanding 5,034,858 3,800,342 Conversion of all classes of redeemable convertible preferred stock 18,446,525 15,589,723 Issuances upon exercise of warrants to purchase Series A-1, upon conversion to common warrants 74,784 74,784 Issuances upon exercise of warrants to purchase Series A-3, upon conversion to common warrants 238,189 238,189 Issuances upon exercise of warrants to purchase Series A-4, upon conversion to common warrants 708,493 719,670 Issuances upon exercise of warrants to purchase Series 3 Growth, upon conversion to common warrants — 478,828 Issuances upon exercise of options to purchase Series 4 Growth, upon conversion to common warrants — 2,419,573 Issuances upon exercise of common stock warrants 522,009 — Total common stock reserved for future issuance 25,024,858 23,321,109 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of stock option activity | Weighted- Weighted- Average Average Exercise Remaining Aggregate Number of Price per Contractual Intrinsic Value Options Share Term (Years) (in thousands) Outstanding at December 31, 2020 5,034,858 $ 9.26 6.1 $ 14,742 Granted 295,413 $ 14.41 Exercised (10,840) $ 0.84 145 Forfeited (59,340) $ 11.22 Expired (30,416) $ 11.32 Outstanding at September 30, 2021 5,229,675 $ 9.53 5.6 $ 79,176 Exercisable at September 30, 2021 4,120,199 $ 8.87 4.6 $ 65,093 Nonvested at September 30, 2021 1,109,476 $ 11.98 9.0 $ 14,083 | The following table summarizes the Company’s stock option activity for the year ended December 31, 2020: Weighted- Weighted- Average Average Exercise Remaining Aggregate Number of Price per Contractual Intrinsic Value Options Share Term (Years) (in thousands) Outstanding at December 31, 2019 3,800,342 $ 8.65 5.94 $ 11,358 Granted 1,271,073 11.03 Exercised (10,839) 1.12 16 Forfeited — Expired (25,718) 10.82 Outstanding at December 31, 2020 5,034,858 $ 9.26 6.12 $ 14,742 Exercisable at December 31, 2020 3,453,942 $ 8.26 4.68 $ 13,641 Nonvested at December 31, 2020 1,580,916 $ 11.42 9.26 $ 1,101 |
Schedule of stock-based compensation expense | Stock-based compensation expense is classified in the consolidated statements of operations as follows (in thousands): Nine Months Ended September 30, 2021 2020 Research and development $ 1,304 $ 1,467 General and administrative 2,876 1,960 Total $ 4,180 $ 3,427 | Stock-based compensation expense is classified in the consolidated statements of operations as follows (in thousands): Year ended December 31, 2020 2019 Research and development $ 1,960 $ 1,925 General and administrative 2,848 2,878 Total $ 4,808 $ 4,803 |
Employees | ||
Schedule of fair value assumptions | Year ended December 31, 2020 2019 Fair value of common stock $ 11.17 $ 10.51 Expected volatility 63.6 % 64.0 % Expected term (in years) 5.8 5.5 Risk-free interest rate 0.2 % 1.8 % Expected dividend yield 0.0 % 0.0 % | |
Nonemployees | ||
Schedule of fair value assumptions | Year ended December 31, 2020 2019 Fair value of common stock $ 11.42 $ 10.51 Expected volatility 62.9 % 67.9% – 66.7 % Expected term (in years) 5.9 10.00 – 9.97 Risk-free interest rate 0.3 % 1.9 % Expected dividend yield 0.0 % 0.0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Summary of Consolidated (loss) income before income taxes on a geographic basis | Consolidated (loss) income before income taxes on a geographic basis during the years ended December 31, 2020 and 2019 are as follows (in thousands): Year Ended December 31 2020 2019 United States $ (19,658) $ (30,128) Non-U.S. (4,208) 1,760 Total $ (23,866) $ (28,368) |
Schedule of (benefit from) provision for income taxes | The (benefit from) provision for income taxes consists of the following components during the years ended December 31, 2020 and 2019 (in thousands): Year Ended December 31, 2020 2019 Current tax expense: U.S. federal $ — $ — Foreign (24) 249 Total current tax expense (24) 249 Deferred tax (benefit) expense: U.S. federal — (4,137) State — (1,645) Foreign 2,063 129 Total deferred tax benefit 2,063 (5,653) Total (benefit from) provision for income taxes $ 2,039 $ (5,404) |
Schedule of reconciliation setting forth the differences between the effective tax rates | A reconciliation setting forth the differences between the effective tax rates of the Company for the years ended December 31, 2020 and 2019 and the U.S. federal statutory tax rate is as follows: Year Ended December 31, 2020 2019 U.S. Federal income tax provision expense at statutory rate 21.0 % 21.0 % Effect of nondeductible stock-based compensation (1.9) % (0.7) % Foreign rate differential 2.2 % (0.3) % Mark to market of warrant liabilities (1.3) % 2.6 % State taxes net of federal benefit 4.5 % 6.5 % Non-deductible financing expenses 0.4 % (1.3) % Valuation allowance (38.2) % (28.2) % Valuation allowance release related to IP transaction (see Note 11) — 20.4 % Investment transfer 6.8 % — Other differences (0.4) % (1.2) % US federal and state research credits 1.6 % 1.1 % Uncertain tax positions (1.1) % — Foreign earnings includible in US (2.0) % (0.8) % Effective income tax rate (8.5) % 19.1 % |
Significant components of the Company's consolidated deferred tax assets and liabilities | Significant components of the Company’s consolidated deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows at (in thousands): At December 31, 2020 2019 Deferred tax assets: Federal net operating loss carryforwards $ 24,730 $ 21,903 State net operating loss carryforwards 7,207 6,425 Equity compensation 4,353 3,520 Accruals and reserves 26 17 Uncollected grants 712 — Investment in subsidiaries 3,931 3,575 Research credits 1,298 1,267 Other assets 46 84 Deferred rent 600 700 Total deferred tax assets 42,903 37,491 Valuation allowance (37,427) (28,329) Total deferred tax assets net of valuation allowance 5,476 9,162 Deferred tax liabilities: Intangible assets and amortization (4,680) (5,255) Right-of-Use asset (591) (696) Other liabilities (204) — Total deferred tax liabilities (5,476) (5,951) Net deferred tax assets $ — $ 3,211 |
Reconciliation of the beginning and ending amount of uncertain tax positions | Year Ended December 31, 2020 2019 Unrecognized tax benefits at the beginning of year $ — $ 3 Increase for current year positions (82) — Increase for prior year positions (199) — Expiration of statute of limitations — (3) Unrecognized tax benefits at the end of year $ (281) $ — |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings (Loss) per Share | ||
Schedule of Basic and diluted loss per share attributable to common stockholders | Nine Months Ended September 30, 2021 2020 Numerator: Net loss $ (74,055) $ (11,965) Accretion of redeemable convertible preferred stock to redemption value (139,237) (6,568) Accretion of noncontrolling interest put option to redemption value (285) (467) Net loss attributable to common stockholders $ (213,577) $ (19,000) Denominator: Weighted average common shares outstanding, basic and diluted 2,161,848 2,147,064 Net loss per share, basic and diluted $ (98.79) $ (8.85) | December 31, 2020 2019 Numerator: Net loss $ (25,905) $ (22,964) Accretion of redeemable convertible preferred stock to redemption value (11,372) 10,400 Accretion of noncontrolling interest put option to redemption value (567) — Net loss attributable to common stockholders $ (37,844) $ (12,564) Denominator: Weighted average common shares outstanding, basic and diluted 2,149,182 2,120,200 Net loss per share, basic and diluted $ (17.61) $ (5.93) |
Schedule of Anti-Dilutive shares for computation of diluted net loss per share attributable to common stockholders | At September 30, At September 30, 2021 2020 Convertible preferred stock 18,736,936 18,435,348 Warrants on convertible preferred stock 708,493 6,302,856 Options to purchase common stock 5,229,675 4,985,576 Warrants on common stock 522,009 — Total 25,197,113 29,723,780 | December 31, 2020 2019 Convertible preferred stock 18,446,525 15,589,723 Warrants on convertible preferred stock 1,021,466 1,032,643 Options to purchase common stock 5,074,547 3,840,031 Warrants on common stock 522,009 — Total 25,064,547 20,462,397 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | ||
Schedule of future minimum rental payments under the Company's noncancelable operating leases | Future minimum rental payments under the Company’s noncancelable operating leases at September 30, 2021 are as follows (in thousands): 2021 (excluding the nine months ended September 30, 2021) $ 134 2022 541 2023 551 2024 528 2025 353 $ 2,107 | Future minimum rental payments under the Company’s noncancelable operating leases at December 31, 2020 are as follows (in thousands): 2021 $ 534 2022 543 2023 553 2024 529 2025 353 $ 2,511 |
Summary of Significant Accou_18
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Computer equipment | Minimum | |
Property and Equipment, Net | |
Estimated Useful Life (in years) | 1 year |
Computer equipment | Maximum | |
Property and Equipment, Net | |
Estimated Useful Life (in years) | 3 years |
Laboratory and manufacturing equipment | Minimum | |
Property and Equipment, Net | |
Estimated Useful Life (in years) | 2 years 6 months |
Laboratory and manufacturing equipment | Maximum | |
Property and Equipment, Net | |
Estimated Useful Life (in years) | 8 years |
Leasehold improvements | Minimum | |
Property and Equipment, Net | |
Estimated Useful Life (in years) | 5 years |
Leasehold improvements | Maximum | |
Property and Equipment, Net | |
Estimated Useful Life (in years) | 10 years |
Buildings and land improvements | Minimum | |
Property and Equipment, Net | |
Estimated Useful Life (in years) | 18 years |
Buildings and land improvements | Maximum | |
Property and Equipment, Net | |
Estimated Useful Life (in years) | 20 years |
Summary of Significant Accou_19
Summary of Significant Accounting Policies - License and Collaboration Revenues (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Summary of Significant Accounting Policies | |
Performance obligations to be satisfied over time for recognition | $ 0 |
Summary of Significant Accou_20
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Stock-Based Compensation | |
Expected term | 10 years |
Dividend yield | 0.00% |
Fair Value Measurements - Fair
Fair Value Measurements - Fair value of assets and liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Assets | |||
Marketable securities | $ 0 | $ 23,998 | |
Liabilities | |||
Contingent call option for investment in related party (see Note 11) | 2,040 | 1,545 | $ 1,494 |
Fair Value, Recurring [Member] | |||
Assets | |||
Marketable securities | 23,998 | ||
Total assets measured at fair value | 23,998 | ||
Liabilities | |||
Tranche rights liability | 310 | ||
Preferred stock warrants | 17,457 | 12,099 | 15,996 |
Contingent call option for investment in related party (see Note 11) | 1,545 | ||
Total liabilities measured at fair value | 19,497 | 13,644 | 16,306 |
Fair Value, Transfers Between Level 1 and Level 2, Description and Policy [Abstract] | |||
Assets, Transfer from Level 1 to Level 2 | 0 | 0 | 0 |
Assets, Transfer from Level 2 to Level 1 | 0 | 0 | 0 |
Assets, Transfer into Level 3 | 0 | 0 | 0 |
Assets, Transfer out of Level 3 | 0 | 0 | 0 |
Liabilities, Transfer from Level 1 to Level 2 | 0 | 0 | 0 |
Liabilities, Transfer from Level 2 to Level 1 | 0 | 0 | 0 |
Liabilities, Transfer into Level 3 | 0 | 0 | 0 |
Liabilities, Transfer out of Level 3 | 0 | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Assets | |||
Marketable securities | 23,998 | ||
Total assets measured at fair value | 23,998 | ||
Liabilities | |||
Contingent call option for investment in related party (see Note 11) | 1,545 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Liabilities | |||
Tranche rights liability | 310 | ||
Preferred stock warrants | 17,457 | 12,099 | 15,996 |
Total liabilities measured at fair value | $ 19,497 | $ 13,644 | $ 16,306 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant assumption (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Measurements | |||
IPO scenario (as a percent) | 15.00% | 75.00% | 75.00% |
Trade sale (as a percent) | 25.00% | 25.00% | |
Trade sale after Qualified Financing (as a percent) | 0.00% | 0.00% |
Fair Value Measurements - Tranc
Fair Value Measurements - Tranche right liability (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Tranche Right Liability [Roll Forward] | |||
Change in fair value of tranche rights liability | $ 256 | $ 256 | $ (418) |
Tranche right liability | |||
Tranche Right Liability [Roll Forward] | |||
Tranche rights liability, beginning balance | $ 310 | 310 | 2,088 |
Change in fair value of tranche right liability immediately prior to tranche settlement | (256) | 473 | |
Settlement of Series 2 Growth tranche right liability | (54) | (2,561) | |
Establishment of Series 3 Growth tranche rights liability | 365 | ||
Changes in fair value | (55) | ||
Tranche rights liability, ending balance | 310 | ||
Change in fair value of tranche rights liability | $ 300 | $ 400 |
Fair Value Measurements - Prefe
Fair Value Measurements - Preferred stock warrant liability (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrant liability, beginning | $ 5,973 | |||
Warrant liability, ending | $ 5,973 | |||
Warrant liability, current | 17,457 | 581 | $ 653 | |
Warrant liability, noncurrent | 11,518 | 15,343 | ||
Change in the fair value of warrants | (9,282) | $ (950) | (1,466) | 3,538 |
Warrant Liability [Member] | ||||
Warrant liability, beginning | 12,099 | 15,996 | 15,996 | 14,151 |
Issuance | 745 | |||
Changes in fair value | 9,282 | 1,000 | 1,466 | (3,538) |
Extinguishment | (5,973) | |||
Exercise | (3,924) | (135) | ||
Warrant liability, ending | 17,457 | 12,099 | 15,996 | |
Change in the fair value of warrants | 1,500 | 3,500 | ||
Series A-1 | Warrant Liability [Member] | ||||
Warrant liability, beginning | 581 | 485 | 485 | 752 |
Changes in fair value | 356 | 96 | (267) | |
Exercise | (937) | |||
Warrant liability, ending | 581 | 485 | ||
Series A-3 | Warrant Liability [Member] | ||||
Warrant liability, beginning | 2,896 | 2,541 | 2,541 | 3,332 |
Changes in fair value | 91 | 355 | (791) | |
Exercise | (2,987) | |||
Warrant liability, ending | 2,896 | 2,541 | ||
Series A-4 | Warrant Liability [Member] | ||||
Warrant liability, beginning | 8,622 | 7,686 | 7,686 | 10,067 |
Changes in fair value | 8,835 | 1,071 | (2,381) | |
Exercise | (135) | |||
Warrant liability, ending | $ 17,457 | 8,622 | 7,686 | |
Series 3 Growth | Warrant Liability [Member] | ||||
Warrant liability, beginning | 4,631 | 4,631 | ||
Issuance | 4,706 | |||
Changes in fair value | 1,342 | (75) | ||
Extinguishment | (5,973) | |||
Warrant liability, ending | 4,631 | |||
Series 4 Growth Redeemable Convertible Preferred Stock | Warrant Liability [Member] | ||||
Warrant liability, beginning | $ 653 | 653 | ||
Issuance | 745 | 677 | ||
Changes in fair value | $ (1,398) | (24) | ||
Warrant liability, ending | $ 653 |
Fair Value Measurements - Weigh
Fair Value Measurements - Weighted average assumptions (Details) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020$ / shares | Dec. 31, 2019USD ($) |
Series A-1 | Expected term | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.3 | 1.3 | ||
Series A-1 | Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 48 | 52 | ||
Series A-1 | Expected dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | 0 | ||
Series A-1 | Risk free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.1 | 1.59 | ||
Series A-1 | Estimated fair value of the redeemable convertible preferred stock | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 12.24 | 12.24 | 10.73 | |
Series A-1 | Exercise price of warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 4.44 | 4.44 | 4.44 | |
Series A-3 | Expected term | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 1.5 | 2.5 | ||
Series A-3 | Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 68 | 55 | ||
Series A-3 | Expected dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | 0 | ||
Series A-3 | Risk free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.1 | 1.60 | ||
Series A-3 | Estimated fair value of the redeemable convertible preferred stock | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 12.21 | 12.21 | 10.70 | |
Series A-3 | Exercise price of warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.04 | 0.04 | 0.04 | |
Series A-4 | Expected term | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.5 | 2.6 | 3.6 | |
Series A-4 | Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 63 | 59 | 58 | |
Series A-4 | Expected dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | 0 | 0 | |
Series A-4 | Risk free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.3 | 0.2 | 1.64 | |
Series A-4 | Estimated fair value of the redeemable convertible preferred stock | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 24.67 | 12.22 | 12.22 | 10.72 |
Series A-4 | Exercise price of warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.04 | 0.04 | 0.04 | 0.04 |
Series 3 Growth | Expected term | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 10 | |||
Series 3 Growth | Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 45 | |||
Series 3 Growth | Expected dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | |||
Series 3 Growth | Risk free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 1.92 | |||
Series 3 Growth | Estimated fair value of the redeemable convertible preferred stock | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 17.09 | |||
Series 3 Growth | Exercise price of warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 17.27 | |||
Series 4 Growth | Expected term | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.96 | |||
Series 4 Growth | Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 49 | |||
Series 4 Growth | Expected dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | |||
Series 4 Growth | Risk free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 1.59 | |||
Series 4 Growth | Estimated fair value of the redeemable convertible preferred stock | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 17.27 | |||
Series 4 Growth | Exercise price of warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 20.72 |
Fair Value Measurements - Call
Fair Value Measurements - Call option liability (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements | ||
Balance at December 31, 2020 | $ 1,545 | $ 1,494 |
Foreign currency translation loss | 106 | 51 |
Balance at September 30, 2021 | $ 2,040 | $ 1,545 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | |
Marketable Securities [Line Items] | ||
Amortized Cost | $ 23,999 | |
Gross Unrealized Gain | 1 | |
Gross Unrealized Losses | (2) | |
Fair Value | 23,998 | $ 0 |
Commercial Paper | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 15,999 | |
Gross Unrealized Gain | 1 | |
Gross Unrealized Losses | (2) | |
Fair Value | 15,998 | |
US Treasury Securities [Member] | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 8,000 | |
Fair Value | $ 8,000 |
Product Revenue Reserve and A_2
Product Revenue Reserve and Allowance - Narratives (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product Revenue Reserve and Allowance | ||||||
Revenue recognized | $ 8,293 | $ 19,243 | $ 21,442 | |||
Accounts receivable | 184 | $ 818 | ||||
Contract term | 5 years | |||||
Discounted time-based milestone included in other assets | 9,051 | $ 3,959 | $ 3,294 | |||
Roman Health Pharmacy LLC ("Ro") | ||||||
Product Revenue Reserve and Allowance | ||||||
Accounts receivable | 600 | |||||
Contract term | 1 year | |||||
GoGoMeds | ||||||
Product Revenue Reserve and Allowance | ||||||
Revenue recognized | 400 | 100 | ||||
Accounts receivable | 200 | 100 | ||||
CMS Bridging DMCC ("CMS") | ||||||
Product Revenue Reserve and Allowance | ||||||
Revenue recognized | 18,700 | 18,700 | ||||
Upfront fee | $ 15,000 | 15,000 | 15,000 | |||
Milestone payment required | $ 5,000 | 5,000 | ||||
Discounted time-based milestone | 3,700 | 3,700 | ||||
Accreted as interest income | 1,300 | 1,300 | ||||
Contract term | 30 days | |||||
Discounted time-based milestone included in other assets | 4,000 | 3,900 | ||||
Product revenue | ||||||
Product Revenue Reserve and Allowance | ||||||
Revenue recognized | 8,293 | 509 | 2,708 | |||
Accounts receivable | 200 | 800 | ||||
Product revenue | Roman Health Pharmacy LLC ("Ro") | ||||||
Product Revenue Reserve and Allowance | ||||||
Revenue recognized | $ 7,700 | 500 | 2,500 | |||
Accounts receivable | 600 | |||||
Product revenue | GoGoMeds | ||||||
Product Revenue Reserve and Allowance | ||||||
Revenue recognized | 100 | |||||
Accounts receivable | 100 | |||||
Licensing revenue | ||||||
Product Revenue Reserve and Allowance | ||||||
Revenue recognized | $ 18,734 | $ 18,734 |
Product Revenue Reserve and A_3
Product Revenue Reserve and Allowance - Product revenue reserve and allowance (Details) - Product revenue - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Product Revenue Reserve and Allowance | |||
Product revenue reserve and allowance, beginning balance | $ 14 | $ 0 | $ 0 |
Provision related to product sales | 376 | 246 | 980 |
Credits and payments made | (365) | (227) | (966) |
Product revenue reserve and allowance, ending balance | $ 25 | $ 19 | $ 14 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventories | |||
Raw materials | $ 6,549 | $ 1,213 | $ 771 |
Work in process | 2,236 | 913 | |
Finished goods | 659 | 2,433 | |
Consignment inventories | 563 | ||
Total inventories | $ 9,444 | $ 5,122 | $ 771 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expenses and Other Current Assets | |||
Prepaid expenses | $ 5,116 | $ 1,024 | $ 314 |
Prepaid contract research costs | 427 | 169 | 908 |
Research and development tax credit | 696 | 1,131 | 405 |
Value added tax receivable | 3,204 | 4,315 | 1,302 |
Deferred financing costs | 2,904 | 38 | |
Prepaid expenses and other current assets | $ 12,347 | $ 6,677 | $ 2,929 |
Property and Equipment Net (Det
Property and Equipment Net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment - at cost | $ 61,639 | $ 49,996 | $ 14,841 |
Less accumulated depreciation | (3,495) | (3,101) | (2,023) |
Property and equipment - net | 58,144 | 46,895 | 12,818 |
Laboratory and manufacturing equipments | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment - at cost | 22,340 | 8,176 | 4,891 |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment - at cost | 10,060 | 4,334 | 2,649 |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment - at cost | 471 | 176 | 105 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment - at cost | 1,648 | 1,742 | 1,577 |
Capitalized software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment - at cost | 192 | 17 | |
Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment - at cost | $ 26,928 | $ 35,551 | $ 5,619 |
Property and Equipment Net - Na
Property and Equipment Net - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Payment to acquire manufacturing building | $ 18,383 | $ 23,573 | $ 32,212 | $ 10,487 | |
Depreciation expense not related to manufacturing activities | 500 | 500 | |||
Depreciation expense related to manufacturing activities | $ 400 | $ 0 | |||
Buildings | |||||
Property, Plant and Equipment [Line Items] | |||||
Payment to acquire manufacturing building | $ 2,600 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Expenses [Abstract] | |||
Accrued payroll and related benefits | $ 2,751 | $ 3,009 | $ 1,438 |
Accrued professional fees and outside contractors (including due to related party of $109 and $16, respectively) | 8,879 | 3,494 | 2,290 |
Accrued property, plant and equipment additions | 1,280 | 768 | 488 |
Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) | 5,690 | 2,916 | |
Income taxes (receivable) payable | (142) | ||
Accrued interest | 974 | 49 | 12 |
Total accrued expenses | 20,312 | 7,320 | 7,002 |
Accrued Professional fee, due to related party | $ 64 | $ 109 | $ 16 |
Other Long-Term Liabilities (De
Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Other Long-Term Liabilities | ||||
Deferred IPO fees | $ 738 | $ 738 | $ 738 | |
Long-term tax liabilities | 107 | 301 | 156 | |
Contingent loss for research and development tax credits | 3,055 | 3,233 | 2,956 | |
Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) | 5,912 | 5,274 | ||
Contingent call option for investment in related party (see Note 11) | 2,040 | 1,545 | ||
Deferred credit (see Note 11) | $ (1,200) | 1,230 | ||
Capital lease obligations | 7 | |||
Total other long-term liabilities | $ 5,202 | 11,729 | 10,361 | |
Accrued legal fee associated to IPO | $ 700 | $ 700 |
Significant Agreements - Narrat
Significant Agreements - Narratives (Details) $ in Thousands, € in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2020USD ($) | Nov. 30, 2020EUR (€) | May 31, 2020USD ($) | May 31, 2020EUR (€) | Sep. 30, 2021USD ($) | Sep. 30, 2021EUR (€) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Significant Agreements | ||||||||||
Revenue recognized | $ 8,293 | $ 19,243 | $ 21,442 | |||||||
Other income | 1,032 | 3,631 | 6,000 | $ 1,132 | ||||||
Deferred income, current liability | $ 34,193 | 34,193 | 624 | 52 | ||||||
Grants receivable | 8,792 | 8,792 | 8,116 | 605 | ||||||
Deferred income, non-current liability | 8,711 | 8,711 | 8,276 | 29 | ||||||
Horizon 2020 Grant | ||||||||||
Significant Agreements | ||||||||||
Grant funding for certain facility and equipment investments | 0 | 54,000 | ||||||||
Grant funding for certain research and development expenditures | 23,000 | 1,300 | ||||||||
Grant proceeds collected | 600 | 800 | ||||||||
Loan proceeds | 200 | $ 300 | ||||||||
Puglia 1 Grant | ||||||||||
Significant Agreements | ||||||||||
Other income | 500 | 3,400 | 3,500 | |||||||
Grant funding for certain facility and equipment investments | $ 6,600 | € 5.3 | 6,200 | € 5.3 | 300 | 200 | 100 | |||
Grant funding for certain research and development expenditures | $ 4,800 | € 3.9 | 4,500 | 3.9 | $ 3,300 | 100 | 3,400 | |||
Grant funding for certain research and development expenditures, period | 3 years | 3 years | 3 years | |||||||
Period not permitted to physically move the reimbursed assets from the Puglia region | 5 years | 5 years | ||||||||
Deferred income | 6,600 | $ 6,600 | 5,800 | |||||||
Deferred income, current liability | 900 | 900 | 600 | |||||||
Grants receivable | 5,600 | 5,600 | 4,300 | |||||||
Deferred income, non-current liability | 4,900 | |||||||||
Puglia 2 Grant | ||||||||||
Significant Agreements | ||||||||||
Revenue recognized | 800 | |||||||||
Other income | 1,000 | $ 600 | ||||||||
Grant funding for certain facility and equipment investments | $ 4,000 | € 3.3 | 3,800 | 3.3 | ||||||
Grant funding for certain research and development expenditures | $ 10,200 | € 8.3 | 9,600 | € 8.3 | ||||||
Grant proceeds collected | $ 2,000 | |||||||||
Grant funding for certain research and development expenditures, period | 3 years | 3 years | 3 years | |||||||
Period not permitted to physically move the reimbursed assets from the Puglia region | 5 years | 5 years | ||||||||
Deferred income | 3,300 | $ 3,300 | 3,000 | |||||||
Deferred income, current liability | 300 | 300 | ||||||||
Grants receivable | $ 3,200 | $ 3,200 | $ 3,900 |
Significant Agreements - One S.
Significant Agreements - One S.r.l. ("One") (Details) $ in Thousands, € in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Oct. 31, 2020USD ($) | Oct. 31, 2020EUR (€) | Jun. 30, 2019USD ($) | Jun. 30, 2019EUR (€) | Sep. 30, 2021USD ($) | Sep. 30, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2020EUR (€) | Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) | Sep. 30, 2021EUR (€) | Jun. 30, 2019EUR (€) | Dec. 31, 2018USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Other long-term liabilities | $ 5,202 | $ 11,729 | $ 10,361 | ||||||||||
Consideration | |||||||||||||
Cash | 12,668 | ||||||||||||
Warrants for redeemable convertible preferred stock | 4,706 | ||||||||||||
Fair value of total consideration | 17,374 | ||||||||||||
Assets acquired at relative fair value | |||||||||||||
Intangible asset related to reduction in royalty | 15,564 | ||||||||||||
Equity-method investment | 1,810 | 0 | $ 1,810 | ||||||||||
Total assets acquired | 17,374 | ||||||||||||
One | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity interest acquired (as a percent) | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||
Payment upon achievement of future commercial milestones | $ 8,000 | € 6.5 | $ 6,700 | € 5.5 | |||||||||
Payment upon achievement of commercial success of new medical indications | $ 13,500 | € 11 | $ 12,700 | € 11 | |||||||||
Require of issue warrant for redeemable convertible preferred stock upon achievement within 30 days of commercial success of new medical indications (as a percent) | 2.70% | 2.70% | 2.70% | 2.70% | |||||||||
Period of future qualifying equity finance | 30 days | 30 days | |||||||||||
Gross proceeds of future qualifying equity financing | $ 50,000 | $ 50,000 | |||||||||||
Cash consideration | 13,100 | 13,300 | € 11.5 | € 11.5 | |||||||||
Net present value | 12,700 | 12,700 | € 11.1 | € 11.1 | |||||||||
Consideration paid | 3,100 | € 2.6 | 4,400 | € 3.9 | |||||||||
Unpaid cash consideration, after adjusting for a foreign currency translation gain and interest expense | $ 5,700 | 5,900 | 8,200 | ||||||||||
Other long-term liabilities | $ 5,900 | 5,300 | |||||||||||
Accrued expense | $ 2,900 | ||||||||||||
Consideration | |||||||||||||
Cash | 12,668 | ||||||||||||
Warrants for redeemable convertible preferred stock | 4,706 | ||||||||||||
Fair value of total consideration | 17,374 | ||||||||||||
Assets acquired at relative fair value | |||||||||||||
Intangible asset related to reduction in royalty | 15,564 | ||||||||||||
Equity-method investment | 1,810 | ||||||||||||
Total assets acquired | $ 17,374 |
Significant Agreements - Intang
Significant Agreements - Intangible asset activity (Details) $ in Thousands, € in Millions | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 31, 2020USD ($)shares | Oct. 31, 2020EUR (€)shares | Jun. 30, 2019USD ($) | Jun. 30, 2019EUR (€) | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2021EUR (€)shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Intangible asset at relative fair value | $ 15,564 | |||||||||||
Adjustment to record deferred tax liability | $ 5,783 | |||||||||||
Intangible asset, beginning balance | $ 21,347 | $ 17,947 | $ 20,214 | $ 20,214 | ||||||||
Amortization expense | (1,133) | (1,700) | (1,700) | (2,267) | $ (1,133) | |||||||
Intangible asset, ending balance | $ 21,347 | 20,214 | 21,347 | 16,247 | 17,947 | 20,214 | ||||||
Initially allocated value of equity-method investment | 1,810 | 1,810 | 0 | 0 | 1,810 | |||||||
Deferred tax asset generated by book-to-tax difference (see Note 17) | 3,040 | |||||||||||
Adjustment to carrying value of equity-method investment | 2,063 | (5,653) | ||||||||||
Adjustment to carrying value of equity-method investment | (1,810) | |||||||||||
Deferred credit | (1,230) | |||||||||||
Balance at December 31, 2019 | 0 | 1,810 | 0 | $ 1,810 | ||||||||
Provision for income taxes | 17 | 2,236 | 2,039 | (5,404) | ||||||||
Other long-term liabilities | 10,361 | 5,202 | 11,729 | 10,361 | ||||||||
Carrying value of warrant liability for redeemable convertible preferred stock | 5,973 | |||||||||||
Fair value of common stock warrants, net of cash consideration paid of $10 | (4,312) | |||||||||||
Fair value of contingent call option granted to One shareholders | (1,494) | |||||||||||
Other Nonoperating Income | 1,032 | 3,631 | 6,000 | 1,132 | ||||||||
Gain on warrant liability extinguishment | 167 | |||||||||||
Fair value of common stock warrants, cash consideration paid | 10 | |||||||||||
One | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Intangible asset at relative fair value | 15,564 | |||||||||||
Adjustment to record deferred tax liability | 5,783 | 5,800 | 5,800 | |||||||||
Intangible asset, beginning balance | 21,347 | 17,947 | $ 20,214 | 20,214 | ||||||||
Amortization expense | (1,133) | (1,700) | (2,267) | |||||||||
Intangible asset, ending balance | 21,347 | 20,214 | 21,347 | 16,247 | 17,947 | 20,214 | ||||||
Initially allocated value of equity-method investment | 1,810 | |||||||||||
Deferred tax asset generated by book-to-tax difference (see Note 17) | 3,100 | |||||||||||
Adjustment to carrying value of equity-method investment | 1,800 | |||||||||||
Deferred credit | 1,200 | |||||||||||
Balance at December 31, 2019 | 1,810 | $ 1,810 | ||||||||||
Deferred tax asset wrote-off generated by the book-to-tax difference | 1,200 | |||||||||||
Deferred credit wrote-off | 3,000 | |||||||||||
Provision for income taxes | $ 1,800 | |||||||||||
Consideration upon achievement of future commercial milestones | $ 8,000 | € 6.5 | $ 6,700 | € 5.5 | ||||||||
Commercial milestones, cumulative net sales for weight loss product | € 2 | $ 2,000,000 | ||||||||||
Warrants granted to purchase upon achievement of future commercial milestones (in shares) | shares | 522,009 | 522,009 | 522,009 | 522,009 | ||||||||
Percent of ownership, contingent call option to buy back | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |||||||
Call option exercise price | $ 7,400 | € 6 | $ 7,000 | € 6 | $ 1,500 | |||||||
Fair value of warrant liability for redeemable convertible preferred stock | 6,000 | |||||||||||
Other long-term liabilities | $ 5,300 | 5,900 | $ 5,300 | |||||||||
Carrying value of warrant liability for redeemable convertible preferred stock | 5,800 | |||||||||||
Fair value of common stock warrants, net of cash consideration paid of $10 | (200) | |||||||||||
Fair value of contingent call option granted to One shareholders | (1,500) | |||||||||||
Gain on warrant liability extinguishment | $ 200 | |||||||||||
Fair value of common stock warrants, cash consideration paid | $ 4,300 |
Significant Agreements - Resear
Significant Agreements - Research Innovation Fund (RIF) Financing (Details) € in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2020EUR (€) | Aug. 31, 2013USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021EUR (€) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2021EUR (€) | Dec. 31, 2020EUR (€) | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Debt | $ 37,534,000 | $ 35,087,000 | |||||||
Issuance Costs | $ 11,000,000 | 0 | $ 330,000 | 329,000 | $ 289,000 | ||||
Research Innovation Fund Financing [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Proceeds from RIF | € 10 | 11,600,000 | € 10 | $ 12,300,000 | |||||
Debt | € 15 | $ 17,400,000 | € 15 | € 18.4 | |||||
Interest rate | 6.35% | 6.35% | 6.35% | ||||||
Investments interest rate | 15.00% | 15.00% | 15.00% | ||||||
Annual interest rate in connection with transaction | 3.175% | 3.175% | 3.175% | 3.175% | |||||
Long term debt term | 8 years | 8 years | 8 years | ||||||
Period of subsequent issuance | 24 months | ||||||||
Equity interest held by related party | 22.00% | ||||||||
Minority interest, net of issuance cost | $ 11,300,000 | € 10 | |||||||
Issuance Costs | $ 400,000 | 400,000 | |||||||
Accretion of noncontrolling interest | 600,000 | ||||||||
Foreign currency translation loss | $ 700,000 | $ 100,000 | $ 500,000 |
Debt - Additional information (
Debt - Additional information (Details) $ / shares in Units, € in Thousands, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2019USD ($)$ / sharesshares | Nov. 30, 2019USD ($) | Oct. 31, 2019USD ($) | Aug. 31, 2019USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)$ / shares | Sep. 30, 2021EUR (€) | Mar. 31, 2021EUR (€) | Dec. 31, 2020EUR (€) | Aug. 31, 2020 | Apr. 30, 2020USD ($) | Nov. 30, 2019EUR (€) | May 31, 2014EUR (€) | |
Debt | ||||||||||||||
Debt | $ 37,534 | $ 35,087 | ||||||||||||
Purchase price of shares issued upon a conversion | shares | 0 | |||||||||||||
Conversion price | $ / shares | $ 17.27 | |||||||||||||
Gain on extinguishment of debt | 297 | |||||||||||||
Italian Economic Development Agency Loan | ||||||||||||||
Debt | ||||||||||||||
Debt | $ 1,400 | $ 1,500 | € 1,200 | € 1,200 | ||||||||||
Interest rate | 0.332% | 0.332% | 0.332% | |||||||||||
2019 Convertible Promissory Notes | ||||||||||||||
Debt | ||||||||||||||
Interest rate | 8.00% | 8.00% | ||||||||||||
Convertible debt | $ 10,800 | $ 2,500 | ||||||||||||
Convertible debt payment due time | 30 days | 30 days | ||||||||||||
Percentage of conversion price | 75.00% | 95.00% | ||||||||||||
Debt instrument face amount | $ 2,000 | $ 6,300 | ||||||||||||
Number of shares issued | shares | 2,269,831 | |||||||||||||
Shares issue price | $ / shares | $ 17.27 | $ 17.27 | ||||||||||||
Adjustment of conversion price (in percentage) | 90.00% | |||||||||||||
Conversion price | $ / shares | $ 15.54 | $ 15.54 | ||||||||||||
Fair Value of debt | $ 12,100 | $ 12,100 | ||||||||||||
Interest expense | $ 100 | 100 | ||||||||||||
Loss on debt securities | $ 1,200 | |||||||||||||
2019 Convertible Promissory Notes | Series 3 Growth Redeemable Convertible Preferred Stock Warrant [Member] | ||||||||||||||
Debt | ||||||||||||||
Purchase price of shares issued upon a conversion | shares | 703,439 | |||||||||||||
Purchase price of shares issued upon a conversion | $ 10,800 | |||||||||||||
2019 Convertible Promissory Notes | Minimum [Member] | ||||||||||||||
Debt | ||||||||||||||
Percentage of conversion price | 85.00% | |||||||||||||
Intesa Sanpaolo Loan | ||||||||||||||
Debt | ||||||||||||||
Debt | 5,800 | € 5,000 | € 5,000 | € 2,400 | ||||||||||
Interest rate | 2.30% | 0.701% | 2.30% | |||||||||||
Convertible debt payment due time | 3 months | |||||||||||||
Net of transaction costs | $ 14,000 | € 200 | 13,000 | € 100 | ||||||||||
Intesa Sanpaolo Loan | Minimum [Member] | ||||||||||||||
Debt | ||||||||||||||
Debt | € | € 5,000 | |||||||||||||
Intesa Sanpaolo Loan, November 2019 | ||||||||||||||
Debt | ||||||||||||||
Debt | $ 3,000 | 2,400 | ||||||||||||
Net of transaction costs | 100 | 100 | ||||||||||||
Intesa Sanpaolo Loan, November 2019 | Euribor rate | ||||||||||||||
Debt | ||||||||||||||
Interest rate | 2.30% | 2.30% | ||||||||||||
Convertible debt payment due time | 3 months | |||||||||||||
Intesa Sanpaolo Loan, 2020 | ||||||||||||||
Debt | ||||||||||||||
Debt | 6,100 | 5,000 | ||||||||||||
Net of transaction costs | 15,000 | 13,000 | ||||||||||||
Horizon 2020 Loan, December 2019 | ||||||||||||||
Debt | ||||||||||||||
Debt | $ 300 | € 300 | ||||||||||||
Interest rate | 0.171% | 0.171% | ||||||||||||
Net of transaction costs | $ 26,000 | € 21,000 | ||||||||||||
Horizon 2020 Loan, October 2020 | ||||||||||||||
Debt | ||||||||||||||
Debt | 200 | 200 | ||||||||||||
Net of transaction costs | 23,000 | 19,000,000 | ||||||||||||
RIF Shareholders Loan | ||||||||||||||
Debt | ||||||||||||||
Debt | 17,800 | 14,500 | ||||||||||||
Interest rate | 6.35% | |||||||||||||
Net of transaction costs | 600 | 500 | ||||||||||||
UniCredit Loan | ||||||||||||||
Debt | ||||||||||||||
Debt | 6,000 | 4,900 | ||||||||||||
Net of transaction costs | $ 100 | € 100 | ||||||||||||
Debt instrument variable rate | 2.12% | |||||||||||||
PPP Loan | ||||||||||||||
Debt | ||||||||||||||
Debt | $ 300 | |||||||||||||
Gain on extinguishment of debt | $ 300 |
Debt - Future principal payment
Debt - Future principal payments in connection to debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Long term debt future principal payments | ||
2021 | $ 38 | $ 313 |
2022 | 2,230 | 2,360 |
2023 | 7,902 | 4,683 |
2024 | 5,606 | 4,706 |
2025 | 4,290 | 4,539 |
Thereafter | 17,468 | 18,486 |
Long term debt | $ 37,534 | $ 35,087 |
Warrants (Details)_2_3
Warrants (Details) - shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Series A-1 redeemable convertible preferred stock ("Series A-1") | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Warrants outstanding | 74,784 | 74,784 | |
Series A-3 redeemable convertible preferred stock ("Series A-3") | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Warrants outstanding | 238,189 | 238,189 | |
Series A-4 redeemable convertible preferred stock ("Series A-4") | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Warrants outstanding | 708,493 | 708,493 | 719,670 |
Series 3 Growth redeemable convertible preferred stock -"Series 3 Growth" | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Warrants outstanding | 0 | 478,828 | |
Series 4 Growth redeemable convertible preferred stock -"Series 4 Growth" | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Warrants outstanding | 2,419,573 | ||
Common Stock Warrant [Member] | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Warrants outstanding | 522,009 | 522,009 | |
Warrants and Rights Subject to Mandatory Redemption [Member] | Series A-4 redeemable convertible preferred stock ("Series A-4") | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Warrants outstanding | 708,493 | 719,670 | |
Warrants and Rights Subject to Mandatory Redemption [Member] | Series 3 Growth redeemable convertible preferred stock -"Series 3 Growth" | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Warrants outstanding | 478,828 |
Warrants (Details 1)
Warrants (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Apr. 30, 2011 | Sep. 30, 2021 | Dec. 31, 2020 | Apr. 30, 2021 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2015 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||
Gross proceeds from first sale of shares | $ 50,000 | $ 50,000 | |||||
Issuances upon exercise of common stock warrants | 522,009 | 522,009 | 478,828 | ||||
Term for warrants expiration | 30 days | ||||||
Warrant liability | $ 11,518 | $ 15,343 | |||||
Series A-1 redeemable convertible preferred stock ("Series A-1") | |||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||
Exercise price of warrants | $ 4.44 | ||||||
Gross proceeds from first sale of shares | $ 5,000 | ||||||
Quotient for calculating number of warrants exercisable | $ 300 | ||||||
Issuances upon exercise of common stock warrants | 74,784 | 52,222 | |||||
Term for warrants expiration | 3 years | ||||||
Warrant liability | $ 0 | $ 600 | $ 900 | ||||
Warrants and Rights Subject to Mandatory Redemption [Member] | Series A-1 redeemable convertible preferred stock ("Series A-1") | |||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||
Exercise price of warrants | $ 4.44 | $ 4.44 | |||||
Gross proceeds from first sale of shares | $ 5,000 | ||||||
Quotient for calculating number of warrants exercisable | $ 300 | ||||||
Issuances upon exercise of common stock warrants | 74,784 | ||||||
Term for warrants expiration | 3 years | ||||||
Warrant liability | $ 600 | $ 500 |
Warrants (Details 2)
Warrants (Details 2) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2012 |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Issuances upon exercise of common stock warrants | 522,009 | 522,009 | 478,828 | ||
Warrant liability | $ 11,518 | $ 15,343 | |||
Series A-3 redeemable convertible preferred stock ("Series A-3") | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Issuances upon exercise of common stock warrants | 238,189 | 238,189 | |||
Exercise price of warrants | $ 3,000,000 | $ 0.04 | |||
Warrant liability | $ 0 | 2,900 | $ 700 | ||
Warrants and Rights Subject to Mandatory Redemption [Member] | Series A-3 redeemable convertible preferred stock ("Series A-3") | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Issuances upon exercise of common stock warrants | 238,189 | ||||
Exercise price of warrants | $ 0.04 | ||||
Warrant liability | $ 2,900 | $ 2,500 | $ 700 |
Warrants (Details 3)
Warrants (Details 3) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2013 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Issuances upon exercise of common stock warrants | 522,009 | 522,009 | 478,828 | ||
Warrant liability | $ 11,518 | $ 15,343 | |||
Series A4 Redeemable Convertible Preferred Stock Warrant [Member] | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Issuances upon exercise of common stock warrants | 719,670 | ||||
Exercise price of warrants | $ 0.04 | ||||
Warrant liability | $ 1,700 | ||||
Number of shares issued upon exercise of warrants | 708,493 | 708,493 | |||
Fair value of warrants exercised | $ 17,500 | $ 8,600 | |||
Warrants outstanding | 708,493 | 708,493 | 719,670 | ||
Warrants and Rights Subject to Mandatory Redemption [Member] | Series A4 Redeemable Convertible Preferred Stock Warrant [Member] | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Issuances upon exercise of common stock warrants | 719,670 | ||||
Exercise price of warrants | $ 0.04 | ||||
Warrant liability | $ 8,600 | $ 7,700 | $ 1,700 | ||
Number of shares issued upon exercise of warrants | 11,177 | ||||
Fair value of warrants exercised | $ 100 | ||||
Warrants outstanding | 708,493 | 719,670 |
Warrants (Details 4)
Warrants (Details 4) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2020 | Sep. 30, 2021 | Oct. 31, 2020 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Term for warrants expiration | 30 days | ||||
Warrant liability | $ 15,343 | $ 11,518 | |||
Issuances upon exercise of common stock warrants | 478,828 | 522,009 | 522,009 | ||
Gain on warrant liability extinguishment | $ 50,000 | ||||
Series 3 Growth redeemable convertible preferred stock -"Series 3 Growth" | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Warrant issued as percentage of shares of capital stock outstanding | 2.70% | ||||
Proceeds from sale of equity investment | $ 50,000 | ||||
Warrant liability | $ 4,600 | $ 4,700 | |||
Warrants outstanding | 478,828 | 0 | |||
Series 4 Growth Redeemable Convertible Preferred Stock Options [Member] | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Term for warrants expiration | 1 year | ||||
Warrants outstanding | 2,419,573 | ||||
Warrants and Rights Subject to Mandatory Redemption [Member] | Series 3 Growth redeemable convertible preferred stock -"Series 3 Growth" | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Warrant issued as percentage of shares of capital stock outstanding | 2.70% | ||||
Term for warrants expiration | 30 days | ||||
Proceeds from sale of equity investment | $ 50,000 | $ 50,000 | |||
Warrant liability | $ 4,600 | $ 6,000 | |||
Gain on warrant liability extinguishment | $ 200 | ||||
Warrants outstanding | 478,828 | ||||
Warrants and Rights Subject to Mandatory Redemption [Member] | Series 3 Growth redeemable convertible preferred stock -"Series 3 Growth" | Minimum | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Warrant liability | $ 4,700 | ||||
Warrants and Rights Subject to Mandatory Redemption [Member] | Series 4 Growth Redeemable Convertible Preferred Stock Options [Member] | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Term for warrants expiration | 1 year | ||||
Warrant liability | $ 700 |
Warrants (Details 5)
Warrants (Details 5) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Granted | $ 14.41 | $ 11.03 | |||
Term for warrants expiration | 30 days | ||||
Common stock options outstanding | 3,800,342 | 5,229,675 | 5,034,858 | 3,800,342 | |
Change in the fair value of warrants | $ 1,466 | $ (3,538) | |||
Liabilities, Current | $ 12,511 | $ 84,530 | $ 17,522 | $ 12,511 | |
Series 4 Growth redeemable convertible preferred stock -"Series 4 Growth" | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Granted | $ 20.72 | ||||
Term for warrants expiration | 1 year | 1 year | |||
Issuance of redeemable convertible preferred stock, and extinguishment of tranche rights liability (in shares) | 2,973,270 | 2,845,625 | 2,973,270 | ||
Number of options issued | 2,419,573 | 2,371,812 | |||
Change in the fair value of warrants | $ 1,400 | ||||
Warrants and Rights Subject to Mandatory Redemption [Member] | Series 4 Growth redeemable convertible preferred stock -"Series 4 Growth" | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Granted | $ 20.72 | ||||
Term for warrants expiration | 1 year | 1 year | |||
Number of options issued | 2,371,812 | 2,419,573 | |||
Change in the fair value of warrants | $ 1,400 | ||||
Liabilities, Current | $ 700 | ||||
Warrants and Rights Subject to Mandatory Redemption [Member] | Series 3 Growth Redeemable Convertible Preferred Stock Warrant [Member] | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Term for warrants expiration | 30 days | ||||
Number of options issued | 2,845,625 | 2,973,270 |
Warrants (Details 6)
Warrants (Details 6) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||||
Issuances upon exercise of common stock warrants | 522,009 | 522,009 | 478,828 | |
Exercise/Issuance of warrants | $ 4,322 | |||
Common stock | ||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||||
Issuances upon exercise of common stock warrants | 522,009 | |||
Exercise/Issuance of warrants | $ 4,300 | |||
Warrants and Rights Subject to Mandatory Redemption [Member] | Common stock | ||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||||
Issuances upon exercise of common stock warrants | 522,009 | |||
Exercise/Issuance of warrants | $ 4,300 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Jun. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Apr. 30, 2019 | Dec. 31, 2018 | Feb. 28, 2018 | Dec. 31, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Aug. 31, 2013 | Jun. 30, 2012 | May 31, 2011 | Apr. 30, 2011 |
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred Stock Authorized | 19,957,625 | 19,957,625 | 19,004,145 | |||||||||||||||
Convertible shares | 409,574 | |||||||||||||||||
Redeemable convertible preferred stock | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred Stock Authorized | 19,957,625 | 19,957,625 | 19,004,145 | |||||||||||||||
Issued and Outstanding | 18,736,936 | 18,446,525 | 15,589,723 | |||||||||||||||
Liquidation Preference | $ 206,971 | $ 257,424 | $ 183,650 | |||||||||||||||
Carrying Value | $ 356,696 | $ 213,525 | $ 153,892 | |||||||||||||||
Convertible shares | 18,736,936 | 18,446,525 | 15,589,723 | |||||||||||||||
Series A-1 | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred Stock Authorized | 1,711,755 | 1,711,755 | 1,711,755 | |||||||||||||||
Issued and Outstanding | 1,689,193 | 1,636,971 | 1,636,971 | 1,636,971 | 1,636,971 | |||||||||||||
Liquidation Preference | $ 7,505 | $ 7,273 | $ 7,273 | |||||||||||||||
Carrying Value | $ 7,113 | $ 6,176 | $ 6,176 | $ 6,176 | $ 6,176 | |||||||||||||
Convertible shares | 1,689,193 | 52,222 | 1,636,971 | 1,636,971 | 1,636,971 | |||||||||||||
Series A-2 | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred Stock Authorized | 1,161,254 | 1,161,254 | 1,161,254 | |||||||||||||||
Issued and Outstanding | 1,161,254 | 1,161,254 | 1,161,254 | 1,161,254 | 1,161,254 | |||||||||||||
Liquidation Preference | $ 3,030 | $ 3,030 | $ 3,030 | |||||||||||||||
Carrying Value | $ 3,033 | $ 3,033 | $ 3,033 | $ 3,033 | $ 3,033 | |||||||||||||
Convertible shares | 1,161,254 | 1,161,254 | 1,161,254 | 409,440 | ||||||||||||||
Series A-3 | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred Stock Authorized | 1,730,874 | 1,730,874 | 1,730,874 | |||||||||||||||
Issued and Outstanding | 1,730,874 | 1,492,685 | 1,492,685 | 1,492,685 | 1,492,685 | |||||||||||||
Liquidation Preference | $ 5,188 | $ 4,474 | $ 4,474 | |||||||||||||||
Carrying Value | $ 7,460 | $ 4,463 | $ 4,463 | $ 4,463 | $ 4,463 | |||||||||||||
Convertible shares | 1,730,874 | 1,492,685 | 1,492,685 | 1,017,648 | ||||||||||||||
Series A-4 | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred Stock Authorized | 2,159,022 | 2,159,022 | 2,159,022 | |||||||||||||||
Issued and Outstanding | 1,450,529 | 1,450,529 | 1,439,352 | 1,439,352 | 1,439,352 | |||||||||||||
Liquidation Preference | $ 4,347 | $ 5,473 | $ 5,430 | |||||||||||||||
Carrying Value | $ 2,602 | $ 2,602 | $ 2,466 | $ 2,466 | $ 2,466 | |||||||||||||
Convertible shares | 1,450,529 | 1,450,529 | 1,439,352 | 1,439,352 | ||||||||||||||
Series A-5 | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred Stock Authorized | 1,977,114 | 1,977,114 | 1,977,114 | |||||||||||||||
Issued and Outstanding | 1,977,114 | 1,977,114 | 1,977,114 | 1,977,114 | 1,977,114 | |||||||||||||
Liquidation Preference | $ 24,539 | $ 24,536 | $ 24,536 | |||||||||||||||
Carrying Value | $ 49,151 | $ 24,991 | $ 24,645 | $ 24,536 | $ 27,719 | |||||||||||||
Convertible shares | 1,977,114 | 1,977,114 | 1,977,114 | 33,949 | 1,450,265 | |||||||||||||
Series Growth | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred Stock Authorized | 2,538,274 | 2,538,274 | 2,538,274 | |||||||||||||||
Issued and Outstanding | 2,538,274 | 2,538,274 | 2,538,274 | 2,538,274 | 2,538,274 | |||||||||||||
Liquidation Preference | $ 31,500 | $ 31,500 | $ 31,500 | |||||||||||||||
Carrying Value | $ 63,381 | $ 32,763 | $ 32,198 | $ 31,500 | $ 35,587 | |||||||||||||
Convertible shares | 2,538,274 | 2,538,274 | 2,538,274 | 2,538,274 | ||||||||||||||
Series 2 Growth | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred Stock Authorized | 2,370,803 | 2,370,803 | 2,370,803 | |||||||||||||||
Issued and Outstanding | 2,370,803 | 2,370,803 | 2,370,803 | 2,370,803 | 1,570,909 | |||||||||||||
Liquidation Preference | $ 30,370 | $ 30,370 | $ 30,370 | |||||||||||||||
Carrying Value | $ 59,223 | $ 30,684 | $ 30,370 | $ 30,370 | $ 22,024 | |||||||||||||
Convertible shares | 2,370,803 | 2,370,803 | 2,370,803 | 409,574 | 1,561,280 | |||||||||||||
Series 3 Growth | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred Stock Authorized | 6,308,529 | 6,308,529 | 5,355,049 | |||||||||||||||
Issued and Outstanding | 5,818,895 | 5,818,895 | 5,818,895 | 2,973,270 | ||||||||||||||
Liquidation Preference | $ 100,492 | $ 150,768 | $ 77,037 | |||||||||||||||
Carrying Value | $ 164,733 | $ 108,813 | $ 105,234 | $ 51,348 | ||||||||||||||
Convertible shares | 5,818,895 | 5,818,895 | 868,558 | 1,158,077 | 818,990 | 2,973,270 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Narrative (Details) | Dec. 31, 2018USD ($)shares | Jun. 27, 2012 | Oct. 31, 2020USD ($)shares | Aug. 31, 2020USD ($)shares | Jun. 30, 2020USD ($)shares | Apr. 30, 2020USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Apr. 30, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Sep. 30, 2018USD ($)shares | Jun. 30, 2018USD ($)shares | Feb. 28, 2018USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Apr. 30, 2015USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Aug. 31, 2013USD ($)$ / sharesshares | Jun. 30, 2012USD ($)$ / sharesshares | May 31, 2011USD ($)$ / sharesshares | Apr. 30, 2011USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2021 | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares | Apr. 30, 2021USD ($)shares |
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Convertible shares | shares | 409,574 | |||||||||||||||||||||||||
Conversion of convertible promissory notes and accrued interest into redeemable convertible preferred stock | $ 12,148,000 | |||||||||||||||||||||||||
Conversion price of preferred stock | $ / shares | $ 17.27 | |||||||||||||||||||||||||
Issuance Costs | $ 11,000,000 | $ 0 | $ 330,000 | $ 329,000 | 289,000 | |||||||||||||||||||||
Percentage Of Purchase Of One Share of Redeemable Convertible Preferred Stock | 8 | |||||||||||||||||||||||||
Other income, net | $ 1,032,000 | 3,631,000 | $ 6,000,000 | $ 1,132,000 | ||||||||||||||||||||||
Number of shares issued upon warrants exercised | shares | 478,828 | 522,009 | 522,009 | 478,828 | ||||||||||||||||||||||
Stock issued, shares conversion of convertible securities | shares | 0 | |||||||||||||||||||||||||
Conversion price of debt securities | $ / shares | $ 17.27 | |||||||||||||||||||||||||
Gain/Loss on fair value of tranche rights | $ 256,000 | $ 256,000 | $ (418,000) | |||||||||||||||||||||||
Proceeds from IPO | $ 50,000,000 | $ 50,000,000 | ||||||||||||||||||||||||
LLC Common Warrants | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Fair value of warrant | 100,000 | |||||||||||||||||||||||||
Fair value of common stock | 100,000 | |||||||||||||||||||||||||
Series A4 warrants | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Fair value of warrant | $ 1,700,000 | |||||||||||||||||||||||||
Series A-1 | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Convertible shares | shares | 1,636,971 | 1,636,971 | 1,689,193 | 1,636,971 | 1,636,971 | 52,222 | ||||||||||||||||||||
Shares issued on Conversion of debt | shares | 1,636,971 | |||||||||||||||||||||||||
Fair value of debt | $ 3,200,000 | $ 900,000 | ||||||||||||||||||||||||
Deferred Interest | $ 400,000 | |||||||||||||||||||||||||
Share issuance price | $ / shares | $ 4.44 | |||||||||||||||||||||||||
Fair Value of debt | $ 3,200,000 | $ 900,000 | ||||||||||||||||||||||||
Number of shares issued upon warrants exercised | shares | 74,784 | 74,784 | 74,784 | |||||||||||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 4.44 | $ 4.44 | ||||||||||||||||||||||||
Series A-2 | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Convertible shares | shares | 1,161,254 | 409,440 | 1,161,254 | 1,161,254 | 1,161,254 | |||||||||||||||||||||
Fair value of debt | $ 700,000 | |||||||||||||||||||||||||
Share issuance price | $ / shares | $ 2.61 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 1,100,000 | |||||||||||||||||||||||||
Fair Value of debt | 700,000 | |||||||||||||||||||||||||
Value of Convertible shares issued on exchange of services | $ 700,000 | |||||||||||||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 2.61 | $ 2.61 | ||||||||||||||||||||||||
Series A-2 | Convertible notes issued in 2011 | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Shares issued on Conversion of debt | shares | 284,249 | |||||||||||||||||||||||||
Fair value of debt | $ 700,000 | |||||||||||||||||||||||||
Conversion of convertible promissory notes and accrued interest into redeemable convertible preferred stock | $ 600,000 | |||||||||||||||||||||||||
Conversion price of preferred stock | $ / shares | $ 1.96 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 700,000 | |||||||||||||||||||||||||
Fair Value of debt | $ 700,000 | |||||||||||||||||||||||||
Series A-2 | 2008 Loan | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Shares issued on Conversion of debt | shares | 191,625 | |||||||||||||||||||||||||
Deferred Interest | $ 500,000 | |||||||||||||||||||||||||
Share issuance price | $ / shares | $ 2.61 | |||||||||||||||||||||||||
Series A-2 | Pure Tech | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Shares issued on Conversion of debt | shares | 275,940 | |||||||||||||||||||||||||
Share issuance price | $ / shares | $ 2.61 | |||||||||||||||||||||||||
Convertible shares issued on exchange of services | shares | 275,940 | |||||||||||||||||||||||||
Series A-3 | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Convertible shares | shares | 1,492,685 | 1,017,648 | 1,730,874 | 1,492,685 | 1,492,685 | |||||||||||||||||||||
Share issuance price | $ / shares | $ 3 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 3,100,000 | |||||||||||||||||||||||||
Issuance Costs | 10,000,000 | |||||||||||||||||||||||||
Fair value of warrant | $ 3,000,000 | |||||||||||||||||||||||||
Number of shares issued upon warrants exercised | shares | 238,189 | 238,189 | 238,189 | 238,189 | ||||||||||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 3 | $ 3 | ||||||||||||||||||||||||
Series A-3 | Promissory note issued in 2012 | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Shares issued on Conversion of debt | shares | 219,792 | |||||||||||||||||||||||||
Fair value of debt | $ 700,000 | |||||||||||||||||||||||||
Share issuance price | $ / shares | $ 3 | |||||||||||||||||||||||||
Fair Value of debt | $ 700,000 | |||||||||||||||||||||||||
Series A-3 | Bridge loan | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Shares issued on Conversion of debt | shares | 255,245 | |||||||||||||||||||||||||
Fair value of debt | $ 700,000 | |||||||||||||||||||||||||
Conversion price of preferred stock | $ / shares | $ 2.85 | |||||||||||||||||||||||||
Fair Value of debt | $ 700,000 | |||||||||||||||||||||||||
Series A-4 | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Convertible shares | shares | 1,439,352 | 1,439,352 | 1,450,529 | 1,450,529 | 1,439,352 | |||||||||||||||||||||
Share issuance price | $ / shares | $ 3 | |||||||||||||||||||||||||
Number of Common shares issued per unit | shares | 1,439,352 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 4,300,000 | |||||||||||||||||||||||||
Issuance Costs | 11,000,000 | |||||||||||||||||||||||||
Percentage Of Purchase Of One Share of Redeemable Convertible Preferred Stock | 50 | |||||||||||||||||||||||||
Percentage of purchase of one Share of common stock | 50 | |||||||||||||||||||||||||
Fair value of warrant | $ 100,000 | |||||||||||||||||||||||||
Fair value of common stock | $ 2,500,000 | |||||||||||||||||||||||||
Number of shares issued upon warrants exercised | shares | 11,177 | 719,670 | 708,493 | 708,493 | 719,670 | |||||||||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 3.77 | $ 3.77 | ||||||||||||||||||||||||
Series A-4 | LLC Common Warrants | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Share issuance price | $ / shares | $ 3 | |||||||||||||||||||||||||
Percentage of purchase of one Share of common stock | 50 | |||||||||||||||||||||||||
Series A-4 | Series A4 warrants | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Shares issued on Conversion of debt | shares | 11,177 | |||||||||||||||||||||||||
Percentage of purchase of one Share of common stock | 50 | |||||||||||||||||||||||||
Fair value of warrant | $ 100,000 | |||||||||||||||||||||||||
Series A-5 | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Convertible shares | shares | 1,977,114 | 33,949 | 1,450,265 | 1,977,114 | 1,977,114 | 1,977,114 | ||||||||||||||||||||
Shares issued on Conversion of debt | shares | 492,900 | |||||||||||||||||||||||||
Fair value of debt | $ 4,300,000 | |||||||||||||||||||||||||
Share issuance price | $ / shares | $ 12.41 | $ 12.41 | ||||||||||||||||||||||||
Conversion price of preferred stock | $ / shares | $ 8.69 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 400,000 | $ 18,000,000 | ||||||||||||||||||||||||
Fair Value of debt | 4,300,000 | |||||||||||||||||||||||||
Issuance Costs | $ 100,000 | |||||||||||||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 12.41 | $ 12.41 | ||||||||||||||||||||||||
Series A-5 | Bridge loan | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Shares issued on Conversion of debt | shares | 492,900 | |||||||||||||||||||||||||
Fair value of debt | $ 4,300,000 | |||||||||||||||||||||||||
Fair Value of debt | $ 4,300,000 | |||||||||||||||||||||||||
Conversion price of debt securities | $ / shares | $ 8.69 | |||||||||||||||||||||||||
Series Growth | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Convertible shares | shares | 2,538,274 | 2,538,274 | 2,538,274 | 2,538,274 | 2,538,274 | |||||||||||||||||||||
Share issuance price | $ / shares | $ 12.41 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 31,500,000 | |||||||||||||||||||||||||
Issuance Costs | $ 100,000 | |||||||||||||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 12.41 | $ 12.41 | ||||||||||||||||||||||||
Series 2 Growth | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Convertible shares | shares | 2,370,803 | 409,574 | 1,561,280 | 2,370,803 | 2,370,803 | 2,370,803 | ||||||||||||||||||||
Share issuance price | $ / shares | $ 13.80 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 5,200,000 | $ 10,000,000 | ||||||||||||||||||||||||
Issuance Costs | 0 | $ 200,000 | ||||||||||||||||||||||||
Fair value of Preferred Stock price Per Share | $ / shares | $ 13.80 | |||||||||||||||||||||||||
Fair value of tranche rights | $ 1,800,000 | $ 1,800,000 | $ 1,800,000 | |||||||||||||||||||||||
Gain/Loss on fair value of tranche rights | $ 800,000 | |||||||||||||||||||||||||
Income (loss) on settlement of remaining tranche rights | $ 1,800,000 | |||||||||||||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 12.81 | $ 12.81 | ||||||||||||||||||||||||
Series 2 Growth Tranche Rights | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Convertible shares | shares | 390,320 | 390,320 | 390,320 | 390,320 | 1,561,280 | 390,320 | ||||||||||||||||||||
Share issuance price | $ / shares | $ 12.81 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 20,000,000 | ||||||||||||||||||||||
Issuance Costs | 0 | 0 | 7,000,000 | |||||||||||||||||||||||
Fair value of tranche rights | 1,100,000 | |||||||||||||||||||||||||
Gain/Loss on fair value of tranche rights | 700,000 | $ 300,000 | $ 800,000 | |||||||||||||||||||||||
Income (loss) on settlement of remaining tranche rights | 700,000 | |||||||||||||||||||||||||
Series 2 Growth Initial Purchasers | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Convertible shares | shares | 780,640 | |||||||||||||||||||||||||
Share issuance price | $ / shares | $ 12.81 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | 5,000,000 | 5,000,000 | $ 200,000 | $ 10,000,000 | ||||||||||||||||||||||
Series 2 Growth Subsequent Purchasers | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Convertible shares | shares | 9,269 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 100,000 | |||||||||||||||||||||||||
Issuance Costs | $ 0 | $ 7,000,000 | $ 6,000,000 | |||||||||||||||||||||||
Gain/Loss on fair value of tranche rights | $ 1,800,000 | |||||||||||||||||||||||||
Series 2 Growth Subsequent Purchasers | Forecast [Member] | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Convertible shares | shares | 19,254 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 200,000 | |||||||||||||||||||||||||
Series 3 Growth Initial Purchasers [Member] | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Convertible shares | shares | 2,269,831 | 2,269,831 | ||||||||||||||||||||||||
Number of Convertible shares issued per unit | shares | 2,269,831 | 2,269,831 | ||||||||||||||||||||||||
Series 3 Growth | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Convertible shares | shares | 868,558 | 1,158,077 | 818,990 | 2,973,270 | 5,818,895 | 5,818,895 | 2,973,270 | |||||||||||||||||||
Share issuance price | $ / shares | $ 17.27 | $ 17.27 | ||||||||||||||||||||||||
Number of Common shares issued per unit | shares | 703,439 | 703,439 | ||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 15,000,000 | $ 20,000,000 | $ 14,100,000 | $ 39,200,000 | ||||||||||||||||||||||
Issuance Costs | $ 100,000 | $ 200,000 | $ 26,000,000 | 300,000 | ||||||||||||||||||||||
Other expense for issuance costs | 6,000,000 | |||||||||||||||||||||||||
Fair value of warrant | $ 12,100,000 | $ 12,100,000 | ||||||||||||||||||||||||
Number of shares issued upon warrants exercised | shares | 478,828 | 478,828 | ||||||||||||||||||||||||
Stock issued, shares conversion of convertible securities | shares | 775,911 | 775,911 | ||||||||||||||||||||||||
Proceeds from convertible debt | $ 13,400,000 | |||||||||||||||||||||||||
Fair value of Preferred Stock price Per Share | $ / shares | $ 17.09 | $ 17.09 | ||||||||||||||||||||||||
Fair value of tranche rights | $ 100,000 | $ 400,000 | $ 400,000 | |||||||||||||||||||||||
Income (loss) on settlement of remaining tranche rights | $ 300,000 | |||||||||||||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 17.27 | $ 17.27 | ||||||||||||||||||||||||
Series 3 Growth | Bridge loan | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Shares issued on Conversion of debt | shares | 703,439 | |||||||||||||||||||||||||
Fair value of debt | $ 12,100,000 | 12,100,000 | ||||||||||||||||||||||||
Fair Value of debt | $ 12,100,000 | $ 12,100,000 | ||||||||||||||||||||||||
Series 4 Growth Redeemable Convertible Preferred Stock | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Number of shares issued upon warrants exercised | shares | 2,419,573 | 2,419,573 | ||||||||||||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 20.72 | $ 20.72 | ||||||||||||||||||||||||
Common stock | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Fair value of common stock | $ 100,000 |
Common Stock - common stock res
Common Stock - common stock reserved for future issuance - (Details) - shares | Sep. 30, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2012 |
Common Stock | |||||
Common stock options outstanding | 5,229,675 | 5,034,858 | 3,800,342 | ||
Issuances upon exercise of common stock warrants | 522,009 | 522,009 | 478,828 | ||
Total common stock reserved for future issuance | 25,197,113 | 25,024,858 | 23,321,109 | ||
Redeemable convertible preferred stock | |||||
Common Stock | |||||
Preferred stock | 18,736,936 | 18,446,525 | 15,589,723 | ||
Series A-1 | |||||
Common Stock | |||||
Issuances upon exercise of common stock warrants | 74,784 | 74,784 | |||
Series A-3 | |||||
Common Stock | |||||
Issuances upon exercise of common stock warrants | 238,189 | 238,189 | 238,189 | ||
Series A-4 | |||||
Common Stock | |||||
Issuances upon exercise of common stock warrants | 708,493 | 708,493 | 11,177 | 719,670 | |
Series 3 Growth | |||||
Common Stock | |||||
Issuances upon exercise of common stock warrants | 478,828 | ||||
Series 4 Growth | |||||
Common Stock | |||||
Issuances upon exercise of common stock warrants | 2,419,573 |
Stock-Based Compensation -2016
Stock-Based Compensation -2016 Stock Option Plan (Details) - shares | 12 Months Ended | ||||
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2019 | Jan. 01, 2019 | |
Weighted average assumptions | |||||
Total common stock reserved for future issuance | 25,024,858 | 25,197,113 | 23,321,109 | ||
Stock Option Plan 2016 | |||||
Weighted average assumptions | |||||
Number of shares authorized | 5,634,251 | 4,018,185 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Number of Shares, Period Increase (Decrease) | 5,634,251 | ||||
Total common stock reserved for future issuance | 496,542 | 290,885 | 137,654 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of options | |||
Outstanding at December 31, 2020 | 5,034,858 | 3,800,342 | |
Granted | 295,413 | 1,271,073 | |
Exercised | (10,840) | (10,839) | |
Forfeited | 59,340 | 0 | |
Expired | (30,416) | (25,718) | |
Outstanding at September 30, 2021 | 5,229,675 | 5,034,858 | 3,800,342 |
Exercisable at December 31, 2020 | 4,120,199 | 3,453,942 | |
Nonvested at December 31, 2020 | 1,109,476 | 1,580,916 | |
Weighted Average Exercise Price | |||
Outstanding at December 31, 2020 | $ 9.26 | $ 8.65 | |
Granted | 14.41 | 11.03 | |
Exercised | 0.84 | 1.12 | |
Forfeited | 11.22 | ||
Expired | 11.32 | 10.82 | |
Outstanding at September 31, 2021 | 9.53 | 9.26 | $ 8.65 |
Exercisable at December 31, 2020 | 8.87 | 8.26 | |
Nonvested at December 31, 2020 | $ 11.98 | $ 11.42 | |
Weighted Average Remaining Contractual Life (in years) | |||
Outstanding | 6 years 1 month 13 days | 5 years 11 months 8 days | |
Exercised | 5 years 7 months 6 days | 16 years | |
Exercisable at December 31, 2020 | 4 years 7 months 6 days | 4 years 8 months 4 days | |
Nonvested at December 31, 2020 | 9 years | 9 years 3 months 3 days | |
Aggregate Intrinsic Value | |||
Outstanding | $ 79,176 | $ 14,742 | $ 11,358 |
Exercisable at December 31, 2020 | 65,093 | 13,641 | |
Nonvested at December 31, 2020 | $ 14,083 | 1,101 | |
Stock options | |||
Aggregate Intrinsic Value | |||
Fair value of options vested | $ 3,100 | $ 5,700 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted average assumptions | ||||
Equity-based compensation expense | $ 4,180 | $ 3,427 | $ 4,808 | $ 4,803 |
Research and Development | ||||
Weighted average assumptions | ||||
Equity-based compensation expense | 1,304 | 1,467 | 1,960 | 1,925 |
General and Administrative | ||||
Weighted average assumptions | ||||
Equity-based compensation expense | $ 2,876 | $ 1,960 | $ 2,848 | $ 2,878 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-average assumptions (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted average assumptions | ||
Expected term | 10 years | |
Dividend yield | 0.00% | |
Weighted-average grant date fair value of stock options granted | $ 6.46 | $ 7.37 |
Share-based Payment Arrangement, Employee [Member] | ||
Weighted average assumptions | ||
Fair value of common stock | $ 11.17 | $ 10.51 |
Expected volatility | 63.60% | 64.00% |
Expected term | 5 years 9 months 18 days | 5 years 6 months |
Risk-free interest rate | 0.20% | 1.80% |
Dividend yield | 0.00% | 0.00% |
Share-based Payment Arrangement, Nonemployee [Member] | ||
Weighted average assumptions | ||
Fair value of common stock | $ 11.42 | $ 10.51 |
Expected volatility | 62.90% | |
Expected term | 5 years 10 months 24 days | |
Risk-free interest rate | 0.30% | 1.90% |
Dividend yield | 0.00% | 0.00% |
Share-based Payment Arrangement, Nonemployee [Member] | Minimum | ||
Weighted average assumptions | ||
Expected volatility | 66.70% | |
Expected term | 9 years 11 months 19 days | |
Share-based Payment Arrangement, Nonemployee [Member] | Maximum | ||
Weighted average assumptions | ||
Expected volatility | 67.90% | |
Expected term | 10 years | |
Stock Option Plan 2016 | ||
Weighted average assumptions | ||
Unrecognized compensation cost | $ 0.6 | $ 0.1 |
Weighted-average period | 2 years 2 months 12 days | 8 months 12 days |
Options to purchase common stock | ||
Weighted average assumptions | ||
Weighted-average grant date fair value of stock options granted | $ 6.29 | $ 5.48 |
Options to purchase common stock | Stock Option Plan 2016 | ||
Weighted average assumptions | ||
Unrecognized compensation cost | $ 8.1 | $ 4.5 |
Weighted-average period | 2 years 2 months 12 days | 1 year 9 months 18 days |
Income Taxes - Summary of Conso
Income Taxes - Summary of Consolidated (loss) income before income taxes on a geographic basis (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||||
United States | $ (19,658) | $ (30,128) | ||
Non-U.S | (4,208) | 1,760 | ||
Loss before income taxes | $ (74,038) | $ (9,729) | $ (23,866) | $ (28,368) |
Income Taxes - Schedule of (ben
Income Taxes - Schedule of (benefit from) provision for income taxes (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax expense: | ||||
Foreign | $ (24) | $ 249 | ||
Total current tax expense | (24) | 249 | ||
Deferred tax (benefit) expense: | ||||
U.S. federal | (4,137) | |||
State | (1,645) | |||
Foreign | 2,063 | 129 | ||
Total deferred tax benefit | 2,063 | (5,653) | ||
Total (benefit from) provision for income taxes | $ 17 | $ 2,236 | $ 2,039 | $ (5,404) |
Income Taxes - Schedule of reco
Income Taxes - Schedule of reconciliation setting forth the differences between the effective tax rates (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||||
U.S. Federal income tax provision expense at statutory rate | 21.00% | 21.00% | 21.00% | 21.00% |
Effect of nondeductible stock-based compensation | (1.90%) | (0.70%) | ||
Foreign rate differential | 2.20% | (0.30%) | ||
Mark to market of warrant liabilities | (1.30%) | 2.60% | ||
State taxes net of federal benefit | 4.50% | 6.50% | ||
Non-deductible financing expenses | 0.40% | (1.30%) | ||
Valuation allowance | (38.20%) | (28.20%) | ||
Valuation allowance release related to IP transaction (see Note 11) | 20.40% | |||
Investment transfer | 6.80% | |||
Other differences | (0.40%) | (1.20%) | ||
US federal and state research credits | 1.60% | 1.10% | ||
Uncertain tax positions | (1.10%) | |||
Foreign earnings includible in US | (2.00%) | (0.80%) | ||
Effective income tax rate | (8.50%) | 19.10% |
Income Taxes - Significant comp
Income Taxes - Significant components of the Company's consolidated deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Federal net operating loss carryforwards | $ 24,730 | $ 21,903 |
State net operating loss carryforwards | 7,207 | 6,425 |
Equity compensation | 4,353 | 3,520 |
Accruals and reserves | 26 | 17 |
Uncollected grants | 712 | |
Investment in subsidiaries | 3,931 | 3,575 |
Research credits | 1,298 | 1,267 |
Other assets | 46 | 84 |
Deferred rent | 600 | 700 |
Total deferred tax assets | 42,903 | 37,491 |
Valuation allowance | (37,427) | (28,329) |
Total deferred tax assets net of valuation allowance | 5,476 | 9,162 |
Deferred tax liabilities: | ||
Intangible assets and amortization | (4,680) | (5,255) |
Right-of-Use asset | (591) | (696) |
Other liabilities | (204) | |
Total deferred tax liabilities | $ (5,476) | (5,951) |
Net deferred tax assets | $ 3,211 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the beginning and ending amount of uncertain tax positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||
Unrecognized tax benefits at the beginning of year | $ 3 | |
Increase for current year positions | 82 | |
Increase for prior year positions | 199 | |
Expiration of statute of limitations | $ (3) | |
Unrecognized tax benefits at the end of year | $ 281 | $ 3 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforward, Domestic | $ 24,730 | $ 21,903 | ||
Operating loss carryforward, State | 7,207 | 6,425 | ||
Deferred Tax Asset | 1,200 | 3,000 | ||
Other long-term liabilities | $ 5,202 | 11,729 | 10,361 | |
Provision for deferred tax asset | 3,000 | |||
Tax benefit to reverse the related deferred tax asset and deferred credit | 1,200 | |||
Provision for (benefit from) income taxes | $ 17 | $ 2,236 | 2,039 | (5,404) |
Increase in Valuation allowance | 9,100 | 2,200 | ||
Decrease in Valuation allowance, Offset of Deferred Tax Liability | 5,800 | |||
Accumulated undistributed earnings of foreign subsidiaries | 3,500 | |||
Estimated interest or penalties on Uncertain tax position | 0 | 0 | ||
Reversal of interest due to statute expiration for uncertain tax positions | 1,000 | |||
Gelesis S.R.L | ||||
Operating Loss Carryforwards [Line Items] | ||||
Provision for deferred tax asset | 2,000 | |||
Year 2027 through 2037 | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforward, Domestic | 114,400 | 104,300 | ||
Operating loss carry forward, Subject to Expiration | 63,500 | |||
Operating loss carry forward, Not Subject to Expiration | 51,000 | |||
Year 2030 through 2040 | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforward, State | 114,000 | $ 101,700 | ||
Operating loss carryforward, Foreign | $ 2,400 |
Earnings (Loss) per Share (Deta
Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator 1: | ||||
Net loss | $ (74,055) | $ (11,965) | $ (25,905) | $ (22,964) |
Accretion of redeemable convertible preferred stock to redemption value | (139,237) | (6,568) | (11,372) | 10,400 |
Accretion of noncontrolling interest put option to redemption value | (285) | (467) | (567) | |
Net loss attributable to common stockholders | $ (213,577) | $ (19,000) | $ (37,844) | $ (12,564) |
Denominator 1: | ||||
Weighted average common shares outstanding - basic | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 |
Weighted average common shares outstanding - diluted | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 |
Net loss per share, basic | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) |
Net loss per share, diluted | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) |
Earnings (Loss) per Share - Sch
Earnings (Loss) per Share - Schedule of Anti-Dilutive shares for computation of diluted net loss per share attributable to common stockholders (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 25,197,113 | 29,723,780 | 25,064,547 | 20,462,397 |
Convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 18,736,936 | 18,435,348 | 18,446,525 | 15,589,723 |
Warrants on convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 708,493 | 6,302,856 | 1,021,466 | 1,032,643 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 5,229,675 | 4,985,576 | 5,074,547 | 3,840,031 |
Warrants on common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 522,009 | 522,009 |
Commitments and Contingencies -
Commitments and Contingencies - Future minimum rental payments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Future minimum rental payments, operating leases | ||
2021 | $ 541 | $ 534 |
2022 | 551 | 543 |
2023 | 528 | 553 |
2024 | 353 | 529 |
2025 | 353 | |
Total future minimum rental payments | $ 2,107 | $ 2,511 |
Commitments and Contingencies_2
Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | |
Operating leases | |||||
Remaining lease term | 3 years 9 months 18 days | 4 years 7 months 6 days | |||
Total lease payments | $ 2,107 | $ 2,511 | |||
Right of use assets | 2,023 | 2,167 | $ 2,561 | ||
Short term lease liability | 474 | 421 | 386 | ||
Long term lease liability | 1,592 | 1,780 | 2,191 | ||
Lease expenses | $ 400 | $ 400 | $ 500 | 300 | |
Weighted average discount rate | 5.90% | 5.90% | |||
Minimum | |||||
Operating leases | |||||
Remaining lease term | 4 years | ||||
Maximum | |||||
Operating leases | |||||
Remaining lease term | 6 years | ||||
Office space located in Boston | |||||
Operating leases | |||||
Total lease payments | $ 3,200 | ||||
Laboratory and Manufacturing space located in Calimera | |||||
Operating leases | |||||
Total lease payments | $ 200 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - PureTech | 1 Months Ended |
Dec. 31, 2009 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Percentage of royalty on net product sales | 2.00% |
Royalty and sublicense income agreement | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Percentage of royalty on net product sales | 2.00% |
Commitments and Contingencies_4
Commitments and Contingencies - Royalty agreements (Details) € in Millions, $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2009 | Sep. 30, 2021EUR (€) | Dec. 31, 2020EUR (€) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | |
PureTech | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Percentage of royalty on net product sales | 2.00% | ||||
One S.r.l | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Percentage of royalty on net product sales | 2.00% | ||||
Payments to be made upon the achievement of certain milestones | € 17.5 | $ 20.3 | |||
One S.r.l | Amended and restated master agreement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Percentage of royalty on net product sales | 2.00% | ||||
Payments to be made upon the achievement of certain milestones | € 17.5 | $ 21.5 |
Commitments and contingencies_5
Commitments and contingencies - Research and Development Tax Credits (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Reduction to research and development expenses | $ 600 | $ 400 | |||
Loss Contingency, Accrual, Noncurrent | $ 2,300 | ||||
Other long-term liabilities | $ 5,202 | 11,729 | 10,361 | ||
Research and Development Tax Credits | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Reduction to research and development expenses | 100 | $ 400 | |||
Loss Contingency, Accrual, Noncurrent | $ 3,100 | 3,200 | |||
Additional research and development tax credits | 600 | ||||
Other long-term liabilities | $ 3,200 | $ 3,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Outstanding accrued expenses and remaining undiscounted payments, related parties | $ 64 | $ 109 | $ 2,931 | |
PureTech | ||||
Related Party Transaction [Line Items] | ||||
Outstanding accrued expenses and remaining undiscounted payments, related parties | 100 | 100 | 100 | |
PureTech | Management services expenses | ||||
Related Party Transaction [Line Items] | ||||
Expense from related party transaction | 500 | $ 400 | 500 | $ 500 |
PureTech | Royalty expense | ||||
Related Party Transaction [Line Items] | ||||
Expense from related party transaction | $ 200 | $ 100 | $ 100 |
Related Party Transactions - On
Related Party Transactions - One S.r.l (Details) € in Millions | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2021EUR (€) | Dec. 31, 2020EUR (€) | |
Related Party Transaction [Line Items] | ||||||
Outstanding accrued expenses and remaining undiscounted payments, related parties | $ 64,000 | $ 109,000 | $ 2,931,000 | |||
Founder of One | Consulting Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Expense from related party transaction | 100,000 | $ 100,000 | 300,000 | 200,000 | ||
Outstanding accrued expenses and remaining undiscounted payments, related parties | 19,000,000 | 43,000,000 | 16,000,000 | |||
One S.r.l | ||||||
Related Party Transaction [Line Items] | ||||||
Outstanding accrued expenses and remaining undiscounted payments, related parties | $ 5,800,000 | $ 6,100,000 | $ 8,500,000 | € 5 | € 5 | |
Equity interest acquired (as a percent) | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |
Payments related to acquisition | $ 0 | 0 | $ 3,100,000 | $ 4,400,000 | ||
One S.r.l | Royalty expense | ||||||
Related Party Transaction [Line Items] | ||||||
Expense from related party transaction | $ 200,000 | $ 100,000 | ||||
Payments related to acquisition | $ 100,000 |
Related Party Transactions - CM
Related Party Transactions - CMS Agreements (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Series 3 Growth | ||||
Related Party Transaction [Line Items] | ||||
Number of shares sold | 2,845,625 | 2,845,625 | 2,973,270 | |
Aggregate purchase price | $ 48,125 | $ 48,125 | $ 50,017 | |
CMS Agreements | ||||
Related Party Transaction [Line Items] | ||||
One-time, non-refundable and non-creditable upfront fee | $ 15,000 | 15,000 | ||
Time-based milestone payment | $ 5,000 | $ 5,000 | ||
CMS Agreements | Series 3 Growth | ||||
Related Party Transaction [Line Items] | ||||
Number of shares sold | 1,158,077 | |||
Aggregate purchase price | $ 20,000 |
Related Party Transactions - RI
Related Party Transactions - RIF Transaction (Details) $ in Thousands, € in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Aug. 31, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021EUR (€) | Dec. 31, 2020USD ($) | Sep. 30, 2021EUR (€) | Dec. 31, 2020EUR (€) | Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | |||||||
Loan from related party | $ 64 | $ 109 | $ 2,931 | ||||
Equity investment that can be called beginning in December 2023 and ending in December 2026 | |||||||
Related Party Transaction [Line Items] | |||||||
Annual interest rate in connection with transaction | 15.00% | ||||||
Put by RIF starting in January 2027 and ending in December 2027 | |||||||
Related Party Transaction [Line Items] | |||||||
Annual interest rate in connection with transaction | 15.00% | 15.00% | 3.175% | ||||
RIF Transaction | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from sale of equity investment | $ 12,300 | ||||||
Equity interest held by related party | 22.00% | ||||||
Loan from related party | $ 17,400 | $ 18,400 | € 15 | ||||
Fixed interest rate on loan | 6.35% | 6.35% | 6.35% | ||||
RIF Transaction | Equity investment that can be called beginning in December 2023 and ending in December 2026 | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from sale of equity investment | $ 11,600 | € 10 | |||||
RIF Transaction | Put by RIF starting in January 2027 and ending in December 2027 | |||||||
Related Party Transaction [Line Items] | |||||||
Annual interest rate in connection with transaction | 3.175% | 3.175% | |||||
One S.r.l | |||||||
Related Party Transaction [Line Items] | |||||||
Loan from related party | $ 5,800 | $ 6,100 | € 5 | € 5 | $ 8,500 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
401(k) Retirement plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Plan Contributions by the Company | $ 0.2 | $ 0.1 |
Subsequent Event(s) (Details)
Subsequent Event(s) (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||
Jul. 31, 2021 | Sep. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Subsequent Event [Line Items] | |||||
Deferred income | $ 34,193 | $ 624 | $ 52 | ||
Subsequent event | Amended and restated agreements with Ro | Ro | |||||
Subsequent Event [Line Items] | |||||
Deferred income | $ 30,000 | $ 10,000 | |||
Maximum extended exclusive period | 1 year |
CONSOLIDATED BALANCE SHEETS_2
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 32,022 | $ 48,144 |
Marketable securities | 0 | 23,998 |
Accounts receivable, including due from related party of $0 and $63, respectively | 184 | 818 |
Grants receivable | 8,792 | 8,116 |
Inventories | 9,444 | 5,122 |
Prepaid expenses and other current assets | 12,347 | 6,677 |
Total current assets | 62,789 | 92,875 |
Property and equipment, net | 58,144 | 46,895 |
Operating lease right-of-us assets | 2,023 | 2,167 |
Intangible assets, net | 16,247 | 17,947 |
Other assets, including due from related party of $4,026 and $3,853, respectively | 9,051 | 3,959 |
Total assets | 148,254 | 163,843 |
Current liabilities: | ||
Accounts payable, including due to related party of $19 and $93, respectively | 10,675 | 8,322 |
Accrued expenses and other current liabilities, including due to related party of $64 and $109, respectively | 20,312 | 7,320 |
Deferred income | 34,193 | 624 |
Operating lease liabilities | 474 | 421 |
Notes payable | 1,419 | 254 |
Warrant liabilities | 17,457 | 581 |
Total current liabilities | 84,530 | 17,522 |
Deferred income | 8,711 | 8,276 |
Operating lease liabilities | 1,592 | 1,780 |
Notes payable, including due to related party of $17,383 and $18,396, respectively | 36,394 | 34,002 |
Warrant liability | 11,518 | |
Other long-term liabilities, including due to related party of $2,040 and $7,457, respectively | 5,202 | 11,729 |
Total liabilities | 136,429 | 84,827 |
Commitments and contingencies (Note 19) | ||
Noncontrolling interest | 12,021 | 12,429 |
Stockholders' deficit: | ||
Common stock, $0.0001 par value - 48,595,723 shares authorized at September 30, 2021 and December 31, 2020; 2,166,330 and 2,155,490 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 1 | 1 |
Additional paid-in capital | (111,141) | 23,907 |
Accumulated other comprehensive income | 372 | 938 |
Accumulated deficit | (246,124) | (171,784) |
Total stockholders' deficit | (356,892) | (146,938) |
Total liabilities, noncontrolling interest, redeemable convertible preferred stock and stockholders' deficit | 148,254 | 163,843 |
Series A-1 | ||
Redeemable convertible preferred stock | ||
Redeemable convertible preferred stock | 7,113 | 6,176 |
Series A-2 | ||
Redeemable convertible preferred stock | ||
Redeemable convertible preferred stock | 3,033 | 3,033 |
Series A-3 | ||
Redeemable convertible preferred stock | ||
Redeemable convertible preferred stock | 7,460 | 4,463 |
Series A-4 | ||
Redeemable convertible preferred stock | ||
Redeemable convertible preferred stock | 2,602 | 2,602 |
Series A-5 | ||
Redeemable convertible preferred stock | ||
Redeemable convertible preferred stock | 49,151 | 24,991 |
Series Growth | ||
Redeemable convertible preferred stock | ||
Redeemable convertible preferred stock | 63,381 | 32,763 |
Series 2 Growth | ||
Redeemable convertible preferred stock | ||
Redeemable convertible preferred stock | 59,223 | 30,684 |
Series 3 Growth | ||
Redeemable convertible preferred stock | ||
Redeemable convertible preferred stock | $ 164,733 | $ 108,813 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Jun. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Apr. 30, 2019 | Dec. 31, 2018 | Feb. 28, 2018 | Dec. 31, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Aug. 31, 2013 | Jun. 30, 2012 | May 31, 2011 | Apr. 30, 2011 |
Accounts receivable, due from related party | $ 0 | $ 63 | $ 0 | |||||||||||||||
Other assets, due from related party | 4,026 | 3,853 | 0 | |||||||||||||||
Accounts payable, due to related party | 19 | 93 | 66 | |||||||||||||||
Accrued expenses and other current liabilities, due to related party | 64 | 109 | 2,931 | |||||||||||||||
Notes payable, due to related party | 17,383 | 18,396 | 0 | |||||||||||||||
Other long-term liabilities, due to related party | $ 2,040 | $ 7,457 | $ 5,274 | |||||||||||||||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Redeemable convertible preferred stock, shares authorized | 19,957,625 | 19,957,625 | 19,004,145 | |||||||||||||||
Redeemable convertible preferred stock, shares issued | 409,574 | |||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common stock, shares authorized | 48,595,723 | 48,595,723 | 44,217,112 | |||||||||||||||
Common stock, shares issued | 2,166,330 | 2,155,490 | 2,144,651 | |||||||||||||||
Common stock, shares outstanding | 2,166,330 | 2,155,490 | 2,144,651 | |||||||||||||||
Series A-1 | ||||||||||||||||||
Redeemable convertible preferred stock, shares authorized | 1,711,755 | 1,711,755 | 1,711,755 | |||||||||||||||
Redeemable convertible preferred stock, shares designated | 1,711,755 | 1,711,755 | 1,711,755 | |||||||||||||||
Redeemable convertible preferred stock, shares issued | 1,689,193 | 52,222 | 1,636,971 | 1,636,971 | 1,636,971 | |||||||||||||
Redeemable convertible preferred stock, shares outstanding | 1,689,193 | 1,636,971 | 1,636,971 | 1,636,971 | 1,636,971 | |||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 7,505 | $ 7,273 | $ 7,273 | |||||||||||||||
Series A-2 | ||||||||||||||||||
Redeemable convertible preferred stock, shares authorized | 1,161,254 | 1,161,254 | 1,161,254 | |||||||||||||||
Redeemable convertible preferred stock, shares designated | 1,161,254 | 1,161,254 | 1,161,254 | |||||||||||||||
Redeemable convertible preferred stock, shares issued | 1,161,254 | 1,161,254 | 1,161,254 | 409,440 | ||||||||||||||
Redeemable convertible preferred stock, shares outstanding | 1,161,254 | 1,161,254 | 1,161,254 | 1,161,254 | 1,161,254 | |||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 3,030 | $ 3,030 | $ 3,030 | |||||||||||||||
Series A-3 | ||||||||||||||||||
Redeemable convertible preferred stock, shares authorized | 1,730,874 | 1,730,874 | 1,730,874 | |||||||||||||||
Redeemable convertible preferred stock, shares designated | 1,730,874 | 1,730,874 | 1,730,874 | |||||||||||||||
Redeemable convertible preferred stock, shares issued | 1,730,874 | 1,492,685 | 1,492,685 | 1,017,648 | ||||||||||||||
Redeemable convertible preferred stock, shares outstanding | 1,730,874 | 1,492,685 | 1,492,685 | 1,492,685 | 1,492,685 | |||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 5,188 | $ 4,474 | $ 4,474 | |||||||||||||||
Series A-4 | ||||||||||||||||||
Redeemable convertible preferred stock, shares authorized | 2,159,022 | 2,159,022 | 2,159,022 | |||||||||||||||
Redeemable convertible preferred stock, shares designated | 2,159,022 | 2,159,022 | 2,159,022 | |||||||||||||||
Redeemable convertible preferred stock, shares issued | 1,450,529 | 1,450,529 | 1,439,352 | 1,439,352 | ||||||||||||||
Redeemable convertible preferred stock, shares outstanding | 1,450,529 | 1,450,529 | 1,439,352 | 1,439,352 | 1,439,352 | |||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 4,347 | $ 5,473 | $ 5,430 | |||||||||||||||
Series A-5 | ||||||||||||||||||
Redeemable convertible preferred stock, shares authorized | 1,977,114 | 1,977,114 | 1,977,114 | |||||||||||||||
Redeemable convertible preferred stock, shares designated | 1,977,114 | 1,977,114 | 1,977,114 | |||||||||||||||
Redeemable convertible preferred stock, shares issued | 1,977,114 | 1,977,114 | 1,977,114 | 33,949 | 1,450,265 | |||||||||||||
Redeemable convertible preferred stock, shares outstanding | 1,977,114 | 1,977,114 | 1,977,114 | 1,977,114 | 1,977,114 | |||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 24,539 | $ 24,536 | $ 24,536 | |||||||||||||||
Series Growth | ||||||||||||||||||
Redeemable convertible preferred stock, shares authorized | 2,538,274 | 2,538,274 | 2,538,274 | |||||||||||||||
Redeemable convertible preferred stock, shares designated | 2,538,274 | 2,538,274 | 2,538,274 | |||||||||||||||
Redeemable convertible preferred stock, shares issued | 2,538,274 | 2,538,274 | 2,538,274 | 2,538,274 | ||||||||||||||
Redeemable convertible preferred stock, shares outstanding | 2,538,274 | 2,538,274 | 2,538,274 | 2,538,274 | 2,538,274 | |||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 31,500 | $ 31,500 | $ 31,500 | |||||||||||||||
Series 2 Growth | ||||||||||||||||||
Redeemable convertible preferred stock, shares authorized | 2,370,803 | 2,370,803 | 2,370,803 | |||||||||||||||
Redeemable convertible preferred stock, shares designated | 2,370,803 | 2,370,803 | 2,370,803 | |||||||||||||||
Redeemable convertible preferred stock, shares issued | 2,370,803 | 2,370,803 | 2,370,803 | 409,574 | 1,561,280 | |||||||||||||
Redeemable convertible preferred stock, shares outstanding | 2,370,803 | 2,370,803 | 2,370,803 | 2,370,803 | 1,570,909 | |||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 30,370 | $ 30,370 | $ 30,370 | |||||||||||||||
Series 3 Growth | ||||||||||||||||||
Redeemable convertible preferred stock, shares authorized | 6,308,529 | 6,308,529 | 5,355,049 | |||||||||||||||
Redeemable convertible preferred stock, shares designated | 6,308,529 | 6,308,529 | 5,355,049 | |||||||||||||||
Redeemable convertible preferred stock, shares issued | 5,818,895 | 5,818,895 | 868,558 | 1,158,077 | 818,990 | 2,973,270 | ||||||||||||
Redeemable convertible preferred stock, shares outstanding | 5,818,895 | 5,818,895 | 5,818,895 | 2,973,270 | ||||||||||||||
Redeemable convertible preferred stock, aggregate liquidation preference | $ 100,492 | $ 150,768 | $ 77,037 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||||
Total revenue, net | $ 8,293 | $ 19,243 | $ 21,442 | ||
Operating expenses: | |||||
Costs of goods sold, including related party expenses of $332 and $21, respectively | 7,584 | 708 | 2,414 | ||
Selling, general and administrative, including related party expenses of $369 and $362, respectively | 50,642 | 18,157 | 28,870 | $ 16,460 | |
Research and development, including related party expenses of $182 and $194, respectively | 13,206 | 10,954 | 16,115 | 13,619 | |
Amortization of intangible assets | $ 1,133 | 1,700 | 1,700 | 2,267 | 1,133 |
Total operating expenses | 73,132 | 31,519 | 49,666 | 31,212 | |
Loss from operations | (64,839) | (12,276) | (28,224) | (31,212) | |
Change in the fair value of convertible promissory notes | (1,215) | ||||
Change in the fair value of warrants | (9,282) | (950) | (1,466) | 3,538 | |
Interest expense, net | (949) | (134) | (432) | (193) | |
Other income, net | 1,032 | 3,631 | 6,000 | 1,132 | |
Loss before income taxes | (74,038) | (9,729) | (23,866) | (28,368) | |
Provision for income taxes | 17 | 2,236 | 2,039 | (5,404) | |
Net loss | (74,055) | (11,965) | (25,905) | (22,964) | |
Accretion of senior preferred stock to redemption value | (139,237) | (6,568) | (11,372) | 10,400 | |
Accretion of noncontrolling interest put option to redemption value | (285) | (467) | (567) | ||
Net loss attributable to common stockholders | $ (213,577) | $ (19,000) | $ (37,844) | $ (12,564) | |
Not loss per share attributable to common stockholders - basic | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) | |
Net loss per share attributable to common stockholders - diluted | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) | |
Weighted average common shares outstanding - basic | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 | |
Weighted average common shares outstanding - diluted | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 | |
Product revenue | |||||
Revenue: | |||||
Total revenue, net | $ 8,293 | $ 509 | $ 2,708 | ||
Licensing revenue | |||||
Revenue: | |||||
Total revenue, net | $ 18,734 | $ 18,734 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Costs of goods sold, including related party expenses | $ 332 | $ 21 |
Product revenue | ||
Product revenue, net from related party | 103 | 0 |
Selling, General and Administrative Expenses | ||
Selling, general and administrative, including related party expenses | 369 | 362 |
Research And Development | ||
Research and development, including related party expenses | $ 182 | $ 194 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Net loss | $ (74,055) | $ (11,965) | $ (25,905) | $ (22,964) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustment | (566) | 350 | 828 | 111 |
Unrealized loss on marketable securities | (1) | |||
Total other comprehensive (loss) income | (566) | 350 | 827 | 111 |
Comprehensive loss | $ (74,621) | $ (11,615) | $ (25,078) | $ (22,853) |
CONSOLIDATED STATEMENTS OF NO_3
CONSOLIDATED STATEMENTS OF NONCONTROLLING INTEREST, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Common stock | Additional Paid-in CapitalCumulative effect, period of adoption, adjusted balance | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated DeficitCumulative effect, period of adoption, adjusted balance | Accumulated Deficit | Noncontrolling Interest | Series A-1 | Series A-2 | Series A-3 | Series A-4 | Series A-5 | Series Growth | Series 2 Growth | Series 3 Growth | Total |
Balance at beginning (in shares) at Dec. 31, 2018 | 1,636,971 | 1,161,254 | 1,492,685 | 1,439,352 | 1,977,114 | 2,538,274 | 1,570,909 | |||||||||
Balance at beginning at Dec. 31, 2018 | $ 6,176 | $ 3,033 | $ 4,463 | $ 2,466 | $ 27,719 | $ 35,587 | $ 22,024 | |||||||||
Issuance of redeemable convertible preferred stock, and extinguishment of tranche rights liability | 12,807 | $ 50,017 | ||||||||||||||
Accretion of senior preferred stock to redemption value | $ (10,400) | $ 3,183 | $ 4,087 | $ 4,461 | $ (1,331) | $ (10,400) | ||||||||||
Balance at ending (in shares) at Dec. 31, 2019 | 1,636,971 | 1,161,254 | 1,492,685 | 1,439,352 | 1,977,114 | 2,538,274 | 2,370,803 | 2,973,270 | ||||||||
Balance at ending at Dec. 31, 2019 | $ 6,176 | $ 3,033 | $ 4,463 | $ 2,466 | $ 24,536 | $ 31,500 | $ 30,370 | $ 51,348 | ||||||||
Balance at beginning (in shares) at Dec. 31, 2018 | 2,115,840 | |||||||||||||||
Balance at beginning at Dec. 31, 2018 | $ 1 | 11,045 | $ (122,459) | (111,413) | ||||||||||||
Stock based compensation expense | 4,803 | 4,803 | ||||||||||||||
Net loss | (22,964) | (22,964) | ||||||||||||||
Foreign currency translation gain | $ 111 | 111 | ||||||||||||||
Balance at ending (in shares) at Dec. 31, 2019 | 2,144,651 | |||||||||||||||
Balance at ending at Dec. 31, 2019 | $ 1 | 26,248 | 111 | (145,423) | (119,063) | |||||||||||
Issuance of redeemable convertible preferred stock, and extinguishment of tranche rights liability (in shares) | 799,894,000 | 2,973,270 | ||||||||||||||
Issuance of redeemable convertible preferred stock, and extinguishment of tranche rights liability | $ 48,125 | |||||||||||||||
Accretion of senior preferred stock to redemption value | (6,568) | $ 109 | $ 698 | $ 5,761 | (6,568) | |||||||||||
Balance at ending (in shares) at Sep. 30, 2020 | 1,636,971 | 1,161,254 | 1,492,685 | 1,439,352 | 1,977,114 | 2,538,274 | 2,370,803 | 5,818,895 | ||||||||
Balance at ending at Sep. 30, 2020 | $ 11,788 | $ 6,176 | $ 3,033 | $ 4,463 | $ 2,466 | $ 24,645 | $ 32,198 | $ 30,370 | $ 105,234 | |||||||
Stock based compensation expense | 3,427 | 3,427 | ||||||||||||||
Net loss | (11,965) | (11,965) | ||||||||||||||
Foreign currency translation gain | 350 | (28) | 350 | |||||||||||||
Noncontrolling interest, net of issuance costs of $406 | 11,349 | |||||||||||||||
Exercise of share-based awards (in shares) | 10,839 | |||||||||||||||
Exercise of share-based awards | 12 | 12 | ||||||||||||||
Accretion of noncontrolling interest put option to redemption value | (467) | 467 | (467) | |||||||||||||
Balance at ending (in shares) at Sep. 30, 2020 | 2,155,490 | |||||||||||||||
Balance at ending at Sep. 30, 2020 | $ 1 | $ (111) | 23,008 | 461 | $ 111 | (157,744) | (134,274) | |||||||||
Balance at beginning (in shares) at Dec. 31, 2019 | 1,636,971 | 1,161,254 | 1,492,685 | 1,439,352 | 1,977,114 | 2,538,274 | 2,370,803 | 2,973,270 | ||||||||
Balance at beginning at Dec. 31, 2019 | $ 6,176 | $ 3,033 | $ 4,463 | $ 2,466 | $ 24,536 | $ 31,500 | $ 30,370 | $ 51,348 | ||||||||
Issuance of redeemable convertible preferred stock, and extinguishment of tranche rights liability | 48,125 | |||||||||||||||
Accretion of senior preferred stock to redemption value | 11,372 | $ (455) | $ (1,263) | $ (314) | $ (9,340) | 11,372 | ||||||||||
Balance at ending (in shares) at Dec. 31, 2020 | 1,636,971 | 1,161,254 | 1,492,685 | 1,450,529 | 1,977,114 | 2,538,274 | 2,370,803 | 5,818,895 | ||||||||
Balance at ending at Dec. 31, 2020 | 12,429 | $ 6,176 | $ 3,033 | $ 4,463 | $ 2,602 | $ 24,991 | $ 32,763 | $ 30,684 | $ 108,813 | |||||||
Balance at beginning (in shares) at Dec. 31, 2019 | 2,144,651 | |||||||||||||||
Balance at beginning at Dec. 31, 2019 | $ 1 | 26,248 | 111 | (145,423) | (119,063) | |||||||||||
Exercise/Issuance of warrants | 4,322 | $ 136 | 4,322 | |||||||||||||
Stock based compensation expense | $ 4,808 | 4,808 | ||||||||||||||
Net loss | (25,905) | (25,905) | ||||||||||||||
Foreign currency translation gain | 828 | 513 | $ 828 | |||||||||||||
Noncontrolling interest, net of issuance costs of $406 | 11,349 | |||||||||||||||
Exercise of share-based awards (in shares) | 10,839 | 12,000 | 12,000 | |||||||||||||
Accretion of noncontrolling interest put option to redemption value | 567 | (567) | $ 567 | |||||||||||||
Unrealized loss on marketable securities | (1) | (1) | ||||||||||||||
Balance at ending (in shares) at Dec. 31, 2020 | 2,155,490 | |||||||||||||||
Balance at ending at Dec. 31, 2020 | $ 1 | (111) | $ 23,907 | 938 | 111 | (171,784) | (146,938) | |||||||||
Balance at ending (in shares) at Sep. 30, 2020 | 1,636,971 | 1,161,254 | 1,492,685 | 1,439,352 | 1,977,114 | 2,538,274 | 2,370,803 | 5,818,895 | ||||||||
Balance at ending at Sep. 30, 2020 | 11,788 | $ 6,176 | $ 3,033 | $ 4,463 | $ 2,466 | $ 24,645 | $ 32,198 | $ 30,370 | $ 105,234 | |||||||
Balance at ending (in shares) at Sep. 30, 2020 | 2,155,490 | |||||||||||||||
Balance at ending at Sep. 30, 2020 | $ 1 | (111) | 23,008 | 461 | 111 | (157,744) | (134,274) | |||||||||
Balance at ending (in shares) at Dec. 31, 2020 | 1,636,971 | 1,161,254 | 1,492,685 | 1,450,529 | 1,977,114 | 2,538,274 | 2,370,803 | 5,818,895 | ||||||||
Balance at ending at Dec. 31, 2020 | 12,429 | $ 6,176 | $ 3,033 | $ 4,463 | $ 2,602 | $ 24,991 | $ 32,763 | $ 30,684 | $ 108,813 | |||||||
Balance at ending (in shares) at Dec. 31, 2020 | 2,155,490 | |||||||||||||||
Balance at ending at Dec. 31, 2020 | $ 1 | (111) | 23,907 | 938 | 111 | (171,784) | (146,938) | |||||||||
Balance at ending (in shares) at Sep. 30, 2020 | 1,636,971 | 1,161,254 | 1,492,685 | 1,439,352 | 1,977,114 | 2,538,274 | 2,370,803 | 5,818,895 | ||||||||
Balance at ending at Sep. 30, 2020 | 11,788 | $ 6,176 | $ 3,033 | $ 4,463 | $ 2,466 | $ 24,645 | $ 32,198 | $ 30,370 | $ 105,234 | |||||||
Balance at ending (in shares) at Sep. 30, 2020 | 2,155,490 | |||||||||||||||
Balance at ending at Sep. 30, 2020 | $ 1 | (111) | 23,008 | 461 | 111 | (157,744) | (134,274) | |||||||||
Issuance of redeemable convertible preferred stock, and extinguishment of tranche rights liability (in shares) | 2,845,625 | |||||||||||||||
Balance at ending (in shares) at Dec. 31, 2020 | 1,636,971 | 1,161,254 | 1,492,685 | 1,450,529 | 1,977,114 | 2,538,274 | 2,370,803 | 5,818,895 | ||||||||
Balance at ending at Dec. 31, 2020 | 12,429 | $ 6,176 | $ 3,033 | $ 4,463 | $ 2,602 | $ 24,991 | $ 32,763 | $ 30,684 | $ 108,813 | |||||||
Balance at ending (in shares) at Dec. 31, 2020 | 2,155,490 | |||||||||||||||
Balance at ending at Dec. 31, 2020 | $ 1 | (111) | 23,907 | 938 | 111 | (171,784) | (146,938) | |||||||||
Issuance of redeemable convertible preferred stock, and extinguishment of tranche rights liability (in shares) | 2,845,625 | |||||||||||||||
Balance at beginning (in shares) at Dec. 31, 2020 | 1,636,971 | 1,161,254 | 1,492,685 | 1,450,529 | 1,977,114 | 2,538,274 | 2,370,803 | 5,818,895 | ||||||||
Balance at beginning at Dec. 31, 2020 | 12,429 | $ 6,176 | $ 3,033 | $ 4,463 | $ 2,602 | $ 24,991 | $ 32,763 | $ 30,684 | $ 108,813 | |||||||
Accretion of senior preferred stock to redemption value | (139,237) | $ 24,160 | $ 30,618 | $ 28,539 | $ 55,920 | (139,237) | ||||||||||
Exercise of warrants (in shares) | 52,222 | 238,189 | ||||||||||||||
Exercise of warrants | $ 937 | $ 2,997 | ||||||||||||||
Balance at ending (in shares) at Sep. 30, 2021 | 1,689,193 | 1,161,254 | 1,730,874 | 1,450,529 | 1,977,114 | 2,538,274 | 2,370,803 | 5,818,895 | ||||||||
Balance at ending at Sep. 30, 2021 | 12,021 | $ 7,113 | $ 3,033 | $ 7,460 | $ 2,602 | $ 49,151 | $ 63,381 | $ 59,223 | $ 164,733 | |||||||
Balance at beginning (in shares) at Dec. 31, 2020 | 2,155,490 | |||||||||||||||
Balance at beginning at Dec. 31, 2020 | $ 1 | $ (111) | 23,907 | 938 | $ 111 | (171,784) | (146,938) | |||||||||
Stock based compensation expense | 4,180 | 4,180 | ||||||||||||||
Net loss | (74,055) | (74,055) | ||||||||||||||
Foreign currency translation gain | (566) | (693) | (566) | |||||||||||||
Exercise of share-based awards (in shares) | 10,840 | |||||||||||||||
Exercise of share-based awards | 9 | 9 | ||||||||||||||
Accretion of noncontrolling interest put option to redemption value | (285) | 285 | (285) | |||||||||||||
Balance at ending (in shares) at Sep. 30, 2021 | 2,166,330 | |||||||||||||||
Balance at ending at Sep. 30, 2021 | $ 1 | (111,141) | 372 | (246,124) | (356,892) | |||||||||||
Balance at ending (in shares) at Sep. 30, 2021 | 1,689,193 | 1,161,254 | 1,730,874 | 1,450,529 | 1,977,114 | 2,538,274 | 2,370,803 | 5,818,895 | ||||||||
Balance at ending at Sep. 30, 2021 | $ 12,021 | $ 7,113 | $ 3,033 | $ 7,460 | $ 2,602 | $ 49,151 | $ 63,381 | $ 59,223 | $ 164,733 | |||||||
Balance at ending (in shares) at Sep. 30, 2021 | 2,166,330 | |||||||||||||||
Balance at ending at Sep. 30, 2021 | $ 1 | $ (111,141) | $ 372 | $ (246,124) | $ (356,892) |
CONSOLIDATED STATEMENTS OF NO_4
CONSOLIDATED STATEMENTS OF NONCONTROLLING INTEREST, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock issuance costs | $ 406 | $ 406 | |
Warrant liability | 1,466 | $ (3,538) | |
Series 2 Growth | |||
Extinguishment of tranche rights liability | 2,560 | ||
Series 3 Growth | |||
Extinguishment of tranche rights liability | 365 | ||
Stock issuance costs | 329 | 329 | 289 |
Warrant liability | $ 744 | $ 744 | $ 677 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (74,055) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Amortization | 1,700 |
Depreciation | 591 |
Stock-based compensation | 4,180 |
Unrealized gain (loss) on foreign currency transactions | 132 |
Accretion on marketable securities | (1) |
Amortization/accretion on long-term assets and liabilities, net | 65 |
Change in the fair value of warrants | 9,282 |
Change in the fair value of One SRL call option | 601 |
Changes in operating assets and liabilities: | |
Account receivables | 618 |
Grants receivable | (1,145) |
Prepaid expenses and other current assets | (5,981) |
Inventories | (4,470) |
Other assets | (5,137) |
Accounts payable | 3,411 |
Accrued expenses and other current liabilities | 16,038 |
Deferred income | 34,542 |
Other long-term liabilities | (6,766) |
Net cash used in operating activities | (26,395) |
Cash flows from investing activities: | |
Purchases of property and equipment | (18,383) |
Maturities of marketable securities | 24,000 |
Net cash provided by (used in) investing activities | 5,617 |
Cash flows from financing activities: | |
Principle repayment of notes payable | (226) |
Proceeds from issuance of promissory notes (net of issuance costs of $207 and $14, respectively) | 5,679 |
Proceeds from exercise of share-based awards | 9 |
Proceeds from exercise of warrants | 10 |
Net cash provided by financing activities | 5,472 |
Effect of exchange rates on cash | (816) |
Net (decrease) increase in cash | (16,122) |
Cash and cash equivalents at beginning of year | 48,144 |
Cash and cash equivalents at end of year | 32,022 |
Noncash investing and financing activities: | |
Purchases of property and equipment included in accounts payable and accrued expense | 2,086 |
Deferred financing costs included in accounts payable and accrued expense | 564 |
Supplemental cash flow information: | |
Interest paid on notes payable | $ 199 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Parenthetical) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 31, 2013 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | |||||
Payments of issuance costs for issuance of promissory notes | $ 207,000 | $ 14,000 | $ 751,000 | $ 102,000 | |
Issuance costs | $ 11,000,000 | $ 0 | $ 330,000 | $ 329,000 | $ 289,000 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Nature of the Business and Basis of Presentation | ||
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Nature of Business Gelesis, Inc., or the Company, is a commercial stage biotechnology company incorporated in 2006 under the laws of the State of Delaware. The Company is developing therapeutics to induce weight loss in overweight and obese adults. Since its inception, the Company has devoted substantially all of its efforts to business planning, licensing technology, research and development, commercial activities, recruiting management and technical staff and raising capital and has financed its operations through the issuance of redeemable convertible preferred and common stock, a license and collaboration agreement, long-term loans, convertible bridge note financings, and government grants. The Company currently manufactures and sells a novel superabsorbent hydrogel commercially known as Plenity ® ® 2 ® ® In July 2021, the Company (“Gelesis”) entered into a business combination Agreement with Capstar Special Purpose Acquisition Corp. (“CPSR”), a special purpose acquisition company. Pursuant to this business combination agreement, a subsidiary of CPSR will merge with and into Gelesis, with Gelesis as the surviving entity in the business combination. After giving effect to the business combination, Gelesis will be a wholly-owned subsidiary of CPSR(“New Gelesis”). The business combination is subject to the approval by stockholders of CPSR, among other customary terms and conditions as well as the satisfaction of certain closing conditions. The merger is anticipated to close in the fourth quarter of 2021 and upon closing, the combined company’s securities are expected to be traded on the New York Stock Exchange under the symbol “GLS”. If consummated, the business combination will be accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States. Under this method of accounting, CPSR has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the existing Gelesis’ stockholders comprising a relative majority of the voting power of the combined company, the Gelesis’ operations prior to the acquisition comprising the only ongoing operations of New Gelesis, the majority of New Gelesis’ board of directors appointment by Gelesis, and existing Gelesis’ senior management comprising a majority of the senior management of New Gelesis. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the consolidated financial statements of Gelesis with the business combination being treated as the equivalent of Gelesis issuing stock for the net assets of CPSR, accompanied by a recapitalization. The net assets of CPRS will be stated at historical costs, with no goodwill or other intangible assets recorded. Going Concern The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has a history of incurring substantial operating losses and has financed its operations in recent years primarily from the issuance of redeemable convertible preferred stock, promissory notes, government grants and collaborations and licensing arrangements. The Company expects such operating losses and negative cash flows from operations will continue in 2021 and its cash on hand will only be sufficient to meet the Company’s obligations into the first quarter of 2022 prior to considerations for any additional funding. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will need to raise additional capital in future periods to fund its operations. The Company will seek to raise necessary funds through a combination of public or private equity offerings, debt financings, strategic collaborations and licensing arrangements, government grants, or other financing mechanisms. The Company’s ability to fund the completion of its ongoing and planned clinical studies, as well as its regulatory and commercial efforts, may be substantially dependent upon whether the Company can obtain sufficient funding at acceptable terms. If adequate sources of funding are not available to the Company, the Company may be required to delay, reduce or eliminate research and development programs, reduce or eliminate commercialization efforts, and reduce its headcount. Additionally, the Company is subject to risks common to companies in the biotechnology industry, including but not limited to, risks of failure of the full- scope product commercialization in targeted markets, clinical trials and preclinical studies, the impact of COVID-19 pandemic on the Company’s supply chain and results of operations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, development by competitors of technological innovations. | 1. Nature of the Business and Basis of Presentation Nature of Business Gelesis, Inc., or the Company, is a commercial stage biotechnology company incorporated in 2006 under the laws of the State of Delaware. The Company is developing therapeutics to induce weight loss in overweight and obese patients. Since its inception, the Company has devoted substantially all of its efforts to business planning, licensing technology, research and development, commercial activities, recruiting management and technical staff and raising capital and has financed its operations through the issuance of redeemable convertible preferred and common stock, a license and collaboration agreement, long-term loans, convertible bridge note financings, and government grants. The Company currently manufactures and markets a novel superabsorbent hydrogel commercially known as Plenity ® ® 2 ® ® In July 2021, the Company (“Gelesis”) entered into a business combination Agreement with Capstar Special Purpose Acquisition Corp. (“CPSR”), a special purpose acquisition company. Pursuant to this business combination agreement, a subsidiary of CPSR is expected to merge with and into Gelesis, with Gelesis as the surviving entity in the business combination and Capstar ceasing to exist. The business combination is subject to the approval by stockholders of each company, among other customary terms and conditions (See Note 22 — Subsequent Events). Going Concern The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has a history of incurring substantial operating losses and has financed its operations in recent years primarily from the issuance of redeemable convertible preferred stock, promissory notes, government grants and collaborations and licensing arrangements. The Company expects such operating losses and negative cash flows from operations will continue in 2021 and its cash on hand will be sufficient to meet the Company’s obligations through at least third quarter of 2021 prior to considerations for any additional funding. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will need to raise additional capital in future periods to fund its operations. The Company will seek to raise necessary funds through a combination of public or private equity offerings, debt financings, strategic collaborations and licensing arrangements, government grants, or other financing mechanisms. The Company’s ability to fund the completion of its ongoing and planned clinical studies, as well as its regulatory and commercial efforts, may be substantially dependent upon whether the Company can obtain sufficient funding at acceptable terms. If adequate sources of funding are not available to the Company, the Company may be required to delay, reduce or eliminate research and development programs, reduce or eliminate commercialization efforts, and reduce its headcount. Additionally, the Company is subject to risks common to companies in the biotechnology industry, including but not limited to, risks of failure of the full-scope product commercialization in targeted markets, clinical trials and preclinical studies, the impact of COVID-19 pandemic on the Company’s supply chain and results of operations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, development by competitors of technological innovations. |
Summary of Significant Accou_21
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company’s condensed consolidated financial statements are prepared in accordance with the U.S. Securities and Exchange Commission’s rules for the presentation of interim financial statements, which permit certain disclosures to be condensed or omitted. These financial statements should be read in conjunction with the Company’s annual financial statements for the years ended December 31, 2020. In the opinion of management, the accompanying interim financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2021, and its results of operations, statement of changes in redeemable convertible preferred stock and stockholder’s deficit and cash flows for the nine months ended September 30, 2021 and 2020. Operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The interim financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and related notes as of and for the year ended December 31, 2020. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The Company assesses the above estimates on an ongoing basis; however, actual results could materially differ from those estimates. Subsequent Event(s) The Company considers events or transactions that occur after the balance sheet date but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all events and transactions through the date these financial statements were filed with the Securities and Exchange Commission (“SEC”) or were available to be issued. Marketable Securities The Companies classifies all investment securities as available-for-sale, as the sale of such securities may be required prior to maturity. These investment securities are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive loss until realized. The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, as well as interest, are included in interest income. Realized gains and losses from sale of available- for-sale securities, if any, are determined on a specific identification basic and are also included in interest income. The Company reviews all available-for-sale securities at each period end to determine if they remain available-for-sale based on then current intent and ability to sell the security if it is required to do so. Marketable securities are subject to a periodic impairment review. The Company may recognize an impairment charge when a decline in the fair value of investments below the cost basis is determined to be other-than-temporary. The Company did not have any marketable securities deemed to be impaired as of September 30, 2021 and December 31, 2020. Fair Value of Financial Instruments The guidance in FASB ASC 820, Fair Value Measurements and Disclosures Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. The Company’s tranche rights liability, preferred stock warrants, and call option liability (see Note 11) are recorded at fair value on a recurring basis. The carrying amount of accounts receivable, grants receivable, accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The carrying amount of notes payable is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described below (see Note 3). Preferred Stock Warrant Liability: shares issuable under the warrants, and because all of the redeemable convertible preferred stock warrants are exercisable for preferred shares. Redeemable convertible preferred stock warrants are initially recorded at fair value, with gains and losses arising from subsequent changes in fair value recognized in the consolidated statements of operations at each period end while such instruments are outstanding. The Company measures fair value of redeemable convertible preferred stock warrants using a Black-Scholes option pricing model (see Note 11). Tranche Rights Liability: Distinguishing Liabilities from Equity Noncontrolling Interests: Accounts Receivable The Company extends credit to customers based upon contractual terms or its evaluation of the customer’s financial condition. Customer accounts receivable are stated at amounts due net of applicable discounts and other contractual adjustments as well as an allowance for doubtful accounts. The Company assesses the need for an allowance for doubtful accounts based upon currently expected credit losses (“CECL”) by considering a number of factors, including the length of time trade accounts receivable are past due, the customer’s ability to pay its obligation and the condition of the general economy and the industry as a whole. The Company will write off accounts receivable when the Company determines that they are uncollectible. The Company has not historically experienced any collection issues or significant credit losses. Based on historical receipts and collections history, management has determined that an allowance for doubtful accounts is not necessary as of September 30, 2021 and December 31, 2020. Recently Adopted Accounting Pronouncements Credit Losses In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). The FASB has subsequently issued amendments to ASU 2016-13, which have the same effective and transition date of fiscal years beginning after December 15, 2019 for SEC filers other than small reporting companies, and fiscal years beginning after December 15, 2022 for all other entities. These standards require that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establish additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, these standards now require allowances to be recorded instead of reducing the amortized cost of the investment. The Company adopted the new standard on January 1, 2021. The Company has completed the assessment of the standard based on the composition of its portfolio of financial instruments and current and forecasted economic conditions, performed its calculations for credit losses and established processes and internal controls that are required to comply with the new credit loss standard and related disclosure requirements. The adoption of this standard did not have a significant impact on the condensed consolidated financial position and results of operations. | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company consolidates those entities where it has a direct and indirect controlling financial interest based on either a variable interest model or voting interest model. The Company’s consolidated financial statements include the accounts of the Company, its two wholly-owned subsidiaries and a variable interest entity (“VIE”), Gelesis S.r.l., in which the Company has a controlling interest and is the primary beneficiary. The noncontrolling interest attributable to the Company’s VIE is presented as a separate component from stockholders’ deficit in the consolidated balance sheets and as a noncontrolling interest in the consolidated statements of noncontrolling interest, redeemable convertible preferred stock and stockholders’ deficit. All intercompany balances and transactions have been eliminated in consolidation. Under the variable interest model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and (ii) the obligations to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The consolidation status of a VIE may change as a result of such reassessments. Changes in consolidation status are applied prospectively in accordance with U.S. GAAP. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The Company assesses the above estimates on an ongoing basis; however, actual results could materially differ from those estimates. Subsequent Event(s) The Company considers events or transactions that occur after the balance sheet date but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all events and transactions through the date these financial statements were filed with the Securities and Exchange Commission (“SEC”) or were available to be issued. Fair Value of Financial Instruments The guidance in FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. The Company’s tranche rights liability, preferred stock warrants, and call option liability (see Note 11) are recorded at fair value on a recurring basis. The carrying amount of accounts receivable, grants receivable, accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The carrying amount of notes payable is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described below (see Note 3). Preferred Stock Warrant Liability: The Company has recorded redeemable convertible preferred stock warrants issued to investors as liabilities as the terms of the warrants are not fixed due to potential adjustments in the exercise price and/or the number of shares issuable under the warrants, and because all of the redeemable convertible preferred stock warrants are exercisable for preferred shares. Redeemable convertible preferred stock warrants are initially recorded at fair value, with gains and losses arising from subsequent changes in fair value recognized in the consolidated statements of operations at each period end while such instruments are outstanding. The Company measures fair value of redeemable convertible preferred stock warrants using a Black-Scholes option pricing model (see Note 11). Tranche Rights Liability: Distinguishing Liabilities from Equity Noncontrolling Interests: Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Cash equivalents, which consist of money market accounts purchased with original maturities of less than 90 days from the date of purchase, are stated at fair value. Marketable Securities The Companies classifies all investment securities as available-for-sale, as the sale of such securities may be required prior to maturity. These investment securities are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive loss until realized. The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, as well as interest, are included in interest income. Realized gains and losses from sale of available- for-sale securities, if any, are determined on a specific identification basic and are also included in interest income. The Company reviews all available-for-sale securities at each period end to determine if they remain available-for-sale based on then current intent and ability to sell the security if it is required to do so. Marketable securities are subject to a periodic impairment review. The Company may recognize an impairment charge when a decline in the fair value of investments below the cost basis is determined to be other-than-temporary. The Company did not have any marketable securities deemed to be impaired as of December 31, 2020 and did not have any marketable securities as of December 31, 2019. Accounts Receivable Accounts receivable are carried at the invoiced amount less an allowance for doubtful accounts. Doubtful accounts are provided for on the basis of anticipated collection losses, and the expense associated with the allowance for doubtful accounts is recognized as Selling, general and administrative expense. The estimated losses are determined from historical collection experience and a review of outstanding accounts receivable. A receivable is considered past due if the Company has not received payment within the stated payment terms. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. The Company has not historically experienced any significant credit losses. Based on historical receipts and collections history, management has determined that an allowance for doubtful accounts is not necessary as of December 31, 2020 or 2019. Government Grants The Company recognizes grants from governmental agencies in other income on the consolidated statement of operations, gross of the expenditures that were related to the underlying project being co-funded by the grant, when there is reasonable assurance that the Company will comply with the conditions attached to the grant arrangement and payments under the grant will be received. The Company evaluates the conditions of each individual grant as of each reporting period to ensure that the Company has reached reasonable assurance of meeting the conditions of each grant arrangement and that it is expected that the grant payment will be received as a result of meeting the necessary conditions. The Company has been awarded grants from government agencies in Italy for certain capital expenditures and expenses incurred for research and development work performed under specified programs conducted in Italy. The Company submits qualifying expenses and capital purchases for reimbursement under each specified program, which occurs after the Company has made the capital purchases and/or incurred the research and development costs. The Company records a grant receivable upon incurring such expenses, as approval and reimbursement are considered to be perfunctory once the qualifying program has been approved. Government grants are recognized in the consolidated statements of operations on a systematic basis over the periods in which the Company recognizes the related costs for which the government grant is intended to compensate. Specifically, grant income related to research and development costs is recognized as such expenses are incurred. Research and development costs that were incurred prior to the approval of a qualifying program are recognized as grant income immediately upon approval of the program by the grantor. Grant income related to qualifying capital purchases is recognized in proportion to the depreciation expense incurred on the underlying assets. Deferred income related to capital purchases for which grant income will be recognized beyond twelve months from the balance sheet date is classified as long-term deferred income on the consolidated balance sheets and amortized to other income, net, over the same life of the related asset. Inventory The Company manufactures its own super-absorbent hydrogels used in Plenity ® Inventories comprise raw materials, including raw materials for packaging components, work-in- process, and finished goods, which are goods that are available for sale. The Company states inventory at the lower of cost or net realizable value with the cost based on the first-in, first-out method. If the Company identifies excess, obsolete or unsalable items, it writes down its inventory to its net realizable value in the period in which the impairment is identified. These adjustments are recorded based upon various factors related to the product, including the level of product manufactured by the Company, the level of product in the distribution channel, current and projected demand, the expected shelf-life of the product and firm inventory purchase commitments. Significant shipping and handling costs incurred for inventory purchases are included in inventory and costs incurred for product shipments are recorded in cost of goods sold as incurred. The Company started capitalizing inventory upon its first approval of Plenity from the FDA in April 2019. Prior to that date, the Company expensed all costs incurred related to the manufacturing of Plenity as research and development expense because of the inherent risks associated with the development of a product candidate, the uncertainty about the regulatory approval process and the lack of history for the Company of regulatory approval. The Company as not capitalized inventory costs related to product candidates in its development programs to date. As of December 31, 2020, were no previously expensed Plenity inventory held by the Company. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations as incurred whereas major betterments are capitalized as additions to property and equipment. Depreciation and amortization begin at the time the asset is placed in service, and are recorded using the straight-line method over the estimated useful lives, as follows: Asset Category Useful Lives Computer equipment and software 1 – 3 years Laboratory and manufacturing equipment 2.5 – 8 years Leasehold improvements 5 – 10 years, or the remaining term of lease, if shorter Buildings and land improvements 18 – 20 years Land Not depreciated Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to the undiscounted expected future cash flows the assets are expected to generate and recognizes an impairment loss equal to the excess of the carrying value over the fair value of the related asset. For the years ended December 31, 2020 and 2019, there were no indicators of impairment. Intangible Assets Intangible assets with estimable useful lives, or definite-lived intangibles, are carried at cost and are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment upon certain triggering events. We routinely review the remaining estimated useful lives of definite-lived intangible assets. If we reduce the estimated useful life assumption, the remaining unamortized balance is amortized over the revised estimated useful life. Redeemable Convertible Preferred Stock The Company has classified redeemable convertible preferred stock as temporary equity in the consolidated balance sheets due to certain change in control clauses that are outside of the Company’s control, including liquidation, sale, or transfer of control of the Company, as holders of the redeemable convertible preferred stock could cause redemption of the shares in these situations. The Company accretes the carrying values of the classes of redeemable convertible preferred stock that are mandatorily redeemable to the redemption values. The Company does not accrete the carrying values of the classes of redeemable convertible preferred stock that are not mandatory redeemable to the redemption values since a liquidation event, sale, or transfer is not considered probable. Subsequent adjustments of the carrying values to the ultimate redemption values will be made only if and when it becomes probable that such a liquidation event will occur. Upon completion of a qualified initial public offering (“IPO”), as defined in the Company’s certificate of incorporation, the redeemable convertible preferred stock will automatically convert to common stock. Leases Effective January 2019, the Company determines if an arrangement is a lease at contract inception under ASC 842 — Leases . 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. The Company recognizes operating lease assets and liabilities at the commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. As the discount rate implicit in the leases was typically not readily determinable, the Company utilized the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. incremental borrowing rate (IBR). The Company has elected to apply the practical expedient to account for lease and non-lease components as a single lease component for new and modified leases commencing after adoption election. The Company has also elected not to recognize leases with an initial term of 12 months or less on the consolidated balance sheets, instead, those lease payments are recognized in the consolidated statements of operations on a straight-line basis over the lease term. Revenue Recognition Product Revenue The Company commercializes Plenity in the U.S. markets principally through synergistic partnerships with online pharmacies and telehealth providers, which in turn sell Plenity directly to patients based on prescriptions. Outside the U.S., the Company primarily seeks collaborations with strategic partners to market Plenity and obtain necessary regulatory approvals as necessary. Product revenue is recognized by the Company in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services when the customer obtains control of the product, which occurs at a point in time, typically when the product is received by the Company’s customers. Reserves for Variable Consideration Revenues from product sales are recorded as product revenue at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established and which result from discounts, returns, patient incentives and assistance and other allowances that are offered within contracts between the Company and its direct and indirect customers, including online pharmacies, telehealth providers, health care providers, and patients relating to the Company’s product sales. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (if the amount is payable to the customer) or a current liability (if the amount is payable to a party other than a customer). Where appropriate, these estimates take into consideration a range of possible outcomes that are probability-weighted for relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which the Company is entitled based on the terms of the contract(s). The amount of variable consideration that is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known. The Company has no plan to seek government or commercial payor reimbursements in the US or the overseas markets. Therefore, reserves for variable consideration do not contain any components related to government and payor rebates or chargebacks. Product Return The Company generally does not accept customer returns except for product quality related cases. The Company evaluates quality related returns and adjust the corresponding product warranty reserves and liabilities at least quarterly and at the end of each reporting period. License and Collaboration Revenues The Company recognizes revenue from product sales and collaboration arrangements in accordance with ASC 606, Revenue from Contracts with Customers Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available, and whether the goods or services are integral or dependent to other goods or services in the contract. For performance obligations which consist of the Company’s materials, shipping and distribution activities occur prior to the transfer of control of the Company’s materials and are considered activities to fulfill the Company’s promise to deliver goods to the customers. The Company has entered and anticipates to enter future license, collaboration and/or distribution agreements, which are within the scope of ASC 606, to manufacture and commercialize product(s). The terms of these agreements typically contain multiple promises or obligations, which may include: (i) manufacturing and supply of covered products, and (ii) regulatory support activities to be provided to the collaboration partner relating to the covered product(s). Payments to the Company under these agreements may include payments based upon the achievement of certain milestones and royalties on any resulting net product sales. The Company first evaluates collaboration arrangements to determine whether the arrangement (or part of the arrangement) represents a collaborative arrangement pursuant to ASC Topic 808, Collaborative Arrangements, progress. As of and for the two years ended December 31, 2020, there were no performance obligations to be satisfied over time for recognition purposes. Amounts received prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. Amounts recognized as revenue, but not yet received or invoiced are generally recognized as contract assets. Selling, General and Administrative Costs Selling, general and administrative costs are expensed as incurred. Selling, general and administrative costs include salaries and benefits, stock-based compensation expense, and costs of programs and infrastructure necessary for the general conduct of the Company’s business, including those incurred as a result of the commercialization of the Company’s products. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include payroll and personnel expense, consulting costs, external contract research and development expenses, as well as depreciation and utilities. Prepaid research and development costs are deferred and amortized over the service period, as the services are provided. Stock-Based Compensation Effective January 1, 2020, the Company accounts for all stock-based compensation awards granted to employees and non-employees in accordance with ASC 718, Compensation — Stock Compensation ● exercise price: In determining the exercise prices for options granted, the Board of Directors has considered the fair value of the common stock as of each grant date. The fair value of the common stock underlying the stock options has been determined by the Board of Directors at each award grant date based upon the estimated fair value of the Company’s common stock as determined by an independent third-party valuation firm. The specialists at this valuation firm considered a variety of factors including the Company’s financial position and historical financial performance, the status of technological developments within the Company’s products, the composition and ability of the current clinical and management team, an evaluation or benchmark of the Company’s competition, the current business climate in the marketplace, the illiquid nature of the common stock, arm’s length sales of the Company’s capital stock (including Series Preferred), the effect of the rights and preferences of the preferred stockholders, and the prospects of a liquidity event, among others. ● expected volatility: As the Company is a privately-owned company, there is not sufficient historical volatility for the expected term of the options. Therefore, the Company used an average historical share price volatility based on an analysis of reported data for a peer group of comparable companies for which historical information is available. For these analyses, the Company selects companies with comparable characteristics to itself including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock- based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its stock-based awards. The Company intends to consistently apply this process using representative companies until a sufficient amount of historical information regarding the volatility of its own share price becomes available; ● risk-free interest rate, which is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption; ● expected term, which is calculated using the simplified method, as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment, as the Company has insufficient historical information regarding its stock options to provide a basis for an estimate. Under this approach, the weighted-average expected life is presumed to be the average of the contractual term of ten years and the weighted-average vesting term of the stock options, taking into consideration multiple vesting tranches; ● dividend yield, which is zero based on the fact that the Company never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Prior to the adoption of Accounting Standards ASU No. 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Income Taxes The consolidated financial statements reflect provisions for federal, state, local and foreign income taxes. Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax basis of assets and liabilities using rates anticipated to be in effect when such temporary differences reverse. A change in tax rates is recognized in income in the period of the enactment date. A valuation allowance against net deferred tax assets is required if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company also assesses the probability that the positions taken or expected to be taken in its income tax returns will be sustained by taxing authorities. A “more likely than not” (more than 50%) recognition threshold must be met before a tax benefit can be recognized. Tax positions that are more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position, are reflected in the Company’s consolidated financial statements. Tax positions are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The difference between the benefit recognized for a position and the tax benefit claimed on a tax return is referred to as an unrecognized tax benefit. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. Foreign Currency Translation The financial statements of each of the Company’s subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars using period-end exchange rates for assets and liabilities, historical exchange rates for stockholders’ equity and weighted average exchange rates for operating results. Translation gains and losses are included in accumulated other comprehensive income (loss) in stockholders’ equity. Foreign currency transaction gains and losses are included in other (expense) income, net in the results of operations. Reclassifications Certain items in the prior year consolidated financial statements have been reclassified to conform to the current presentation. Concentrations of Credit Risk and Off -Balance-Sheet Risk The Company has no significant off-balance-sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash and cash equivalents, investments, accounts receivable and unbilled account receivables. The Company’s cash balances, trade receivables, and grants receivable subject the Company to significant concentrations of credit risk. Periodically, the Company maintains deposits in government insured financial institutions in excess of government insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash. The Company’s grants receivable are due from government agencies, which the Company believes to have high credit quality. The Company has a limited number of commercial customers. The Company monitors the creditworthiness of customers to whom it grants credit terms and has not experienced any credit losses. Earnings (Loss) per Share The Company computes basic earnings (loss) per share by dividing income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding. During periods of income, the Company allocates participating securities a proportional share of income determined by dividing total weighted average participating securities by the sum of the total weighted average common shares and participating securities (the “two-class method”). The Company’s restricted stock and various series of preferred stocks participate in dividends declared by the Company and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods of loss, the Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company. The Company computes diluted earnings (loss) per share after giving consideration to the dilutive effect of stock options and warrants that are outstanding during the period, except where such non-participating se |
Fair Value Measurements_2_3
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements | ||
Fair Value Measurements | 3. Fair Value Measurements Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of September 30, 2021 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Liabilities: Preferred stock warrants $ 17,457 $ — $ — $ 17,457 One SRL call option (see Note 11) 2,040 — — 2,040 Total liabilities measured at fair value $ 19,497 $ — $ — $ 19,497 Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Assets: Marketable securities $ 23,998 $ 23,998 $ — $ — Total assets measured at fair value $ 23,998 $ 23,998 $ — $ — Liabilities: Preferred stock warrants $ 12,099 $ — $ — $ 12,099 One SRL call option (see Note 11) 1,545 — — 1,545 Total liabilities measured at fair value $ 13,644 $ — $ — $ 13,644 There were no transfers into out level 3 between level 1 level 2 The significant assumptions used in the model is the probability of the following scenarios occurring: September 30, December 31, 2021 2020 Long-term IPO scenario 15.0 % 75.0 % Special purpose acquisition company (“SPAC”) scenario 75.0 % 0.0 % Market adjusted equity value method 10.0 % 25.0 % Preferred stock warrant liability Preferred stock warrants are recorded at estimated fair value at the date of issuance and are remeasured at each subsequent reporting date. Fair value is determined using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of warrants include the estimated fair value of the underlying stock, expected term, risk free interest rate, and expected volatility. The Company estimates the fair value of the underlying stock by estimating the probability of various change of control events occurring and then estimates the present value of the amount the holders would receive upon the change in control. The following represents a summary of the changes to the Company’s warrant liability for the nine months ended September 30, 2021 (in thousands): Series A ‑ 1 Series A ‑ 3 Series A ‑ 4 Warrants Warrants Warrants Total Balance at December 31, 2020 $ 581 $ 2,896 $ 8,622 $ 12,099 Exercise of warrants (937) (2,987) — (3,924) Change in fair value of warrant liability 356 91 8,835 9,282 Balance at September 30, 2021 $ — $ — $ 17,457 $ 17,457 Warrants with expiration dates of less than one year from the date of the consolidated balance sheets are recorded under current liabilities on the consolidated balance sheets. As of September 30, 2021, the Company reported a warrant liability in the amount of $17.5 million under current liabilities. As of December 31, 2020, the Company reported a warrant liability in the amount of $0.6 million and $11.5 million under current and noncurrent liabilities, respectively. The Company recognized losses of $9.3 million and $1.0 million in the consolidated statements of operations related to changes in the fair value of warrants during the nine months ended September 30, 2021 and 2020, respectively. The following weighted average assumptions were used to determine the fair value of the warrant liability at September 30, 2021: Series A-4 Warrants Expected term 0.5 year Expected volatility 63.0 % Expected dividend yield 0.0 % Risk free interest rate 0.3 % Estimated fair value of the redeemable convertible preferred stock $ 24.67 Exercise price of warrants $ 0.04 The following weighted average assumptions were used to determine the fair value of the warrant liability at December 31, 2020: Series A ‑ 1 Series A ‑ 3 Series A ‑ 4 Warrants Warrants Warrants Expected term 0.3 years 1.5 years 2.6 years Expected volatility 48.0 % 68.0 % 59.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % Risk free interest rate 0.1 % 0.1 % 0.2 % Estimated fair value of the redeemable convertible preferred stock $ 12.24 $ 12.21 $ 12.22 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 Call option liability The call option liability was recorded at its estimated fair value at the date of issuance in October 2020 and is remeasured at each subsequent reporting date. Fair value is determined using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of call option liability include the estimated fair value of the underlying stock price, expected term, risk free interest rate, and expected volatility. The following represents a summary of the changes to Company’s call option liability from December 31, 2020 through September 30, 2021 (in thousands): Balance at December 31, 2020 $ 1,545 Change in fair value of One SRL call option 601 Foreign currency translation gain (106) Balance at September 30, 2021 $ 2,040 During the nine months ended September 30, 2021, the Company recognized a loss of approximately $0.6 million related to changes in the fair value of the One SRL call option and a foreign currency translation gain of $0.1 million in other income (expense), net on the consolidated statements of operations. Changes in the unobservable inputs noted above would impact the amount of the respective liability. For the respective liability, increases (decreases) in the estimates of the Company’s annual volatility would increase (decrease) the liability and an increase (decrease) in the annual risk-free rate would increase (decrease) the liability. The Company issued equity-classified common stock warrants during the year ended December 31, 2020 (see Note 13). While the fair value of the common stock warrants represents a Level 3 measurement, equity-classified warrants are recorded at their initial fair value and not subsequently remeasured. As such, the common stock warrants and its unobservable inputs are not included in the above tables. | 3. Fair Value Measurements Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Assets: Marketable securities $ 23,998 $ 23,998 $ — $ — Total assets measured at fair value $ 23,998 $ 23,998 $ — $ — Liabilities: Preferred stock warrants $ 12,099 $ — $ — $ 12,099 Contingent call option for investment in related party (see Note 11) 1,545 1,545 Total liabilities measured at fair value $ 13,644 $ — $ — $ 13,644 Liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2019 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Liabilities: Tranche rights liability $ 310 $ — $ — $ 310 Preferred stock warrants 15,996 — — 15,996 Total liabilities measured at fair value $ 16,306 $ — $ — $ 16,306 There were no transfers into or out of level 3 instruments and/or between level 1 and level 2 instruments during the years ended December 31, 2020 and 2019. The fair value of the tranche right liability, preferred stock warrant liability, and call option liability includes inputs not observable in the market and thus represents a Level 3 measurement. The Company estimates the fair value of the underlying stock by estimating the probability of various change of control events occurring and then estimates the present value of the amount the holders would receive upon the change in control. The significant assumption used in the model is the probability of the following scenarios occurring: At December 31, 2020 2019 IPO scenario 75.0 % 75.0 % Trade sale 25.0 % 25.0 % Trade sale after Qualified Financing 0.0 % 0.0 % Tranche right liability Tranche rights are initially recorded at fair value, are subsequently adjusted for settlement of the tranche rights upon issuance of the tranche shares and are remeasured at each subsequent reporting date. The Company initially measures the fair value of the tranche rights at the issuance date, and subsequently at each reporting date, using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of tranche rights include the estimated fair value of the underlying stock, expected term of the tranche right, risk free interest rate, and expected volatility. The following represents a summary of the changes to Company’s tranche right liability for the years ended December 31, 2020 and 2019 (in thousands): Tranche rights liability Balance at January 1, 2019 $ 2,088 Change in fair value of tranche right liability immediately prior to tranche settlement in April 2019 473 Settlement of Series 2 Growth tranche right liability in April 2019 (2,561) Establishment of Series 3 Growth tranche rights liability in December 2019 365 Change in fair value of Series 3 Growth tranche rights liability at December 31,2019 (55) Balance at December 31, 2019 $ 310 Change in fair value of tranche right liability immediately prior to tranche settlement in April 2020 (256) Settlement of Series 3 Growth tranche right liability in April 2020 (54) Balance at December 31, 2020 $ — The change in the fair value of the Tranche Rights is influenced primarily by the price of the underlying Redeemable Convertible Preferred Stock and the remaining term of the Tranche Right. During the years ended December 31, 2020 and 2019, the Company recognized a loss of $0.3 million and a gain of $0.4 million, respectively, in the consolidated statements of operations related to changes in the fair value of tranche rights. Preferred stock warrant liability Preferred stock warrants are recorded at estimated fair value at the date of issuance and are remeasured at each subsequent reporting date. Fair value is determined using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of warrants include the estimated fair value of the underlying stock, expected term, risk free interest rate, and expected volatility. The Company estimates the fair value of the underlying stock by estimating the probability of various change of control events occurring and then estimates the present value of the amount the holders would receive upon the change in control. The following represents a summary of the changes to Company’s warrant liability for the years ended December 31, 2020 and 2019 (in thousands): Series 3 Series 4 Series A-1 Series A-3 Series A-4 Growth Growth Warrants Warrants Warrants Warrants Options Total Balance at January 1, 2019 $ 752 $ 3,332 $ 10,067 $ — $ — $ 14,151 Issuance of Series 3 Growth warrant liability — — — 4,706 — 4,706 Issuance of Series 4 Growth option liability — — — — 677 677 Change in fair value of warrant liability (267) (791) (2,381) (75) (24) (3,538) Balance at December 31, 2019 485 2,541 7,686 4,631 653 15,996 Issuance of Series 4 Growth option liability — — — — 745 745 Extinguishment of Series 3 Growth warrant — — — (5,973) — (5,973) Exercise of Series A-4 warrants — — (135) — — (135) Change in fair value of warrant liability 96 355 1,071 1,342 (1,398) 1,466 Balance at December 31, 2020 $ 581 $ 2,896 $ 8,622 $ — $ — $ 12,099 Warrants with expiration dates of less than one year from the date of the consolidated balance sheets are recorded under current liabilities on the consolidated balance sheets. As of December 31, 2020, the Company reported a warrant liability in the amount of $0.6 million and $11.5 million under current and noncurrent liabilities, respectively. As of December 31, 2019, the Company reported a warrant liability in the amount of $0.7 million and $15.3 million under current and noncurrent liabilities, respectively. During the years ended December 31, 2020 and 2019, the Company recognized a loss of $1.5 million and a gain of $3.5 million, respectively, in the consolidated statements of operations related to changes in the fair value of warrants. The following weighted average assumptions were used to determine the fair value of the warrant liability at December 31, 2020: Series A-1 Series A-3 Series A-4 Warrants Warrants Warrants Expected term 0.3 years 1.5 years 2.6 years Expected volatility 48.0 % 68.0 % 59.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % Risk free interest rate 0.1 % 0.1 % 0.2 % Estimated fair value of the redeemable convertible preferred stock $ 12.24 $ 12.21 $ 12.22 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 The following weighted average assumptions were used to determine the fair value of the warrant liability at December 31, 2019: Series 3 Series 4 Series A-1 Series A-3 Series A-4 Growth Growth Warrants Warrants Warrants Warrants Options Expected term 1.3 years 2.5 years 3.6 years 10.0 years 0.96 years Expected volatility 52.0 % 55.0 % 58.0 % 45.0 % 49.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Risk free interest rate 1.59 % 1.60 % 1.64 % 1.92 % 1.59 % Estimated fair value of the redeemable convertible preferred stock $ 10.73 $ 10.70 $ 10.72 $ 17.09 $ 17.27 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 $ 17.27 $ 20.72 Call option liability The call option liability was recorded at estimated fair value at the date of issuance and is remeasured at each subsequent reporting date. Fair value is determined using a Black-Scholes option pricing model. The significant inputs used in estimating the fair value of call option liability include the estimated fair value of the underlying stock price, expected term, risk free interest rate, and expected volatility. The following represents a summary of the changes to Company’s call option liability for the years ended December 31, 2020 (in thousands): Fair value of call option liability at issuance $ 1,494 Foreign currency translation loss 51 Balance at December 31, 2020 $ 1,545 There was no change in the fair value of the call option liability between its issuance on October 21, 2020 and December 31, 2020. A foreign currency translation loss of $0.1 million related to the liability was recognized in other income (expense), net on the consolidated statements of operations during the year ended December 31, 2020. Changes in the unobservable inputs noted above would impact the amount of the respective liability. For the respective liability, increases (decreases) in the estimates of the Company’s annual volatility would increase (decrease) the liability and an increase (decrease) in the annual risk-free rate would increase (decrease) the liability. The Company issued equity-classified common stock warrants during the year ended December 31, 2020 (see Note 13). While the fair value of the common stock warrants represents a Level 3 measurement, equity-classified warrants are recorded at their initial fair value and not subsequently remeasured. As such, the common stock warrants and its unobservable inputs are not included in the above tables. |
Marketable Securities_2
Marketable Securities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Marketable Securities | ||
Marketable Securities Disclosure | 4. Marketable Securities The following table summarizes the marketable securities held at December 31, 2020 (in thousands): Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Marketable securities: Commercial paper $ 15,999 $ 1 $ (2) $ 15,998 United States Treasury securities 8,000 — — 8,000 Total marketable securities $ 23,999 $ 1 $ (2) $ 23,998 All marketable securities held at December 31, 2020 reached their respective maturity date during the nine months ended September 30, 2021. No marketable securities remained outstanding at September 30, 2021. | 4. Marketable Securities The following table summarizes the marketable securities held at December 31, 2020 (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Gains Losses Fair Value Marketable securities: Commercial paper $ 15,999 $ 1 $ (2) $ 15,998 United States Treasury securities 8,000 — — 8,000 Total marketable securities $ 23,999 $ 1 $ (2) $ 23,998 As of December 31, 2020, all of the Company’s marketable securities had remaining contractual maturity dates of less than one year from the date of the consolidated balance sheets. There were no sales of marketable securities during the year ended December 31, 2020. The Company did not have any marketable securities as of December 31, 2019. |
Product Revenue Reserve and A_4
Product Revenue Reserve and Allowance | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Product Revenue Reserve and Allowance | ||
Product Revenue Reserve and Allowance | 5. Product Revenue Reserves and Allowances The Company sells the Product principally to a limited number of customers consisting of telemedicine and online pharmacies, that in turn resell the Product to end-user patients and healthcare providers. Patients are required to have a prescription in order to purchase the Product in the US. Roman Health Pharmacy LLC In August 2019, the Company entered into a two-year exclusive supply and distribution agreement with Roman Health Pharmacy LLC (“Ro”), giving Ro exclusive distributor rights to sell the Product via telehealth platforms in the United States. Ro submits purchase orders as needed to Cardinal Health, the Company’s third-party logistics distribution agent for commercial sales of the Product, and Cardinal Health ships to Ro. The Company retains control of the Product until Ro receives an end-user purchase order and prepares the Product for shipment to Ro patients, at which time control passes to Ro. The Company began shipping products to Ro in May 2020. The Company recognizes revenue based on units shipped by Ro to end- users. In January 2021, the Company and Ro amended and restated its customer agreement. Pursuant to the amended and restated agreement, the Company received $10.0 million of cash as a pre-buy commitment for Product which was recorded to current deferred income in the consolidated balance sheets. Additionally, the amended and restated agreement ended the consignment arrangement with Ro and the Company no longer retains control of any units shipped to Ro under the amended terms. Therefore, all products shipped to Ro are immediately recognized as revenue upon the transfer of physical control commencing in February 2021. In July 2021, the Company and Ro entered into a second amended and restatement agreement, under which the Company received $30.0 million of cash as a second pre-buy commitment for the Product. Additionally, the Company extended Ro’s exclusive period by approximately one year through July 1, 2023. Upon expiration of the exclusive period as amended, the exclusive right and license under the agreement shall automatically convert to non-exclusive for the remainder of term of the agreement unless further extended. The agreement may be terminated by mutual agreement after the exclusive period expired. During the nine months ended September 30, 2021 and 2020, the Company recognized $7.7 million and $0.5 million, respectively, of product revenue, net, in the accompanying consolidated statement of operations. The Company recorded a deferred revenue balance of $33.0 million in the accompanying consolidated balance sheets as of September 30, 2021 and an accounts receivable balance of $0.6 million as of December 31, 2020 related to Ro. GoGoMeds In February 2020, the Company entered into a two-year exclusive distribution agreement with GoGoMeds (“GGM”), giving GGM exclusive distributor rights to all online and mail orders generated in the United States, except those via telehealth. GGM submits purchase orders as needed to Cardinal Health and Cardinal Health ships to GGM. Once GGM has accepted the delivered Product, GGM takes control of the Product and the Company is entitled to payment. The Company began shipping products to GGM in May 2020. The Company recognizes revenue based on units shipped to GGM. Product revenues are recorded at the net sales price (transaction price), which includes estimates of variable consideration that are reimbursable to customers for which reserves are established and which result from (a) shipping charges to end-users, (b) pharmacy dispensing and platform fees, (c) merchant and processing fees, (d) promotional discounts offered by the Company to end-users, and (e) reserves for expected product returns. These reserves for contractual adjustments are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable. During the nine months ended September 30, 2021 and 2020, the Company recognized $0.4 million and less than $0.1 million, respectively, of product revenue, net, in the accompanying consolidated statement of operations. As of September 30, 2021 and December 31, 2020, the Company had GGM accounts receivable of $0.2 million and $0.1 million, respectively, in the accompanying consolidated balance sheets. CMS Bridging DMCC In June 2020, the Company and CMS Bridging DMCC (“CMS”) entered into a set of licensing, collaboration, and investing agreements (“CMS Agreements”) involving the license of the Company’s intellectual property (“IP”) to CMS in Singapore and Greater China (the “CMS Territory”) and governing the supply of product from the Company to CMS for sale in the CMS Territory, together with an agreement for CMS to invest in the Company’s Series Growth 3 & 4 Preferred Shares (see Note 20). Under the terms of the CMS Agreement, the Company granted CMS an exclusive, transferable, sub- licensable, and royalty-bearing license of the Company’s IP to develop, import, register, manufacture, and commercialize the Product, whether through online sales channels or offline sales channels during the term of the agreement. The agreement can be terminated earlier by mutual agreement of the parties. In accordance with the CMS Agreement, all legal and beneficial ownership of (i) all IP rights relating to the Products (including any data generated from the use of the Products and other improvements) and (ii) all of the information provided or generated under the agreement or otherwise related to the Products shall both ultimately belong to and remain vested with the Company. CMS must purchase the Product from the Company at a markup of the Company’s cost of goods sold. As consideration for the rights and licenses granted by the Company to CMS under the agreement, CMS paid the Company a one-time, non-refundable and non-creditable upfront fee of $15.0 million and is required to pay a one-time, non-refundable, and non-creditable milestone payment of $5.0 million within thirty days after the earlier of (i) the approval of marketing authorization as a prescription product by the Product by National Medical Products Administration, and (ii) the fifth anniversary of the agreement’s effective date. The CMS Agreement also contains commercial milestones due to the Company based on the achievement of annual net product revenue thresholds in the CMS Territory. Additionally, CMS shall pay the Company royalties on net sales of all products in the CMS Territory commencing January 1, 2022 through the expiration date of the agreement. The Company determined the only performance obligation that exists is the licensing of the Product in the CMS Territory. The transactions price consisted of the $15.0 million upfront payment and the discounted time-based milestone of $3.7 million with the difference of $1.3 million accreted as interest income over five years with the remaining balance being accreted in full upon the approval of the marketing authorization as a prescription product if achieved prior to the end of the five years. The IP license granted to CMS represents a right to use the IP and therefore is recognized at a point in time, which was determined to be the effective date of the agreements. As such, the Company recognized revenue in the amount of $18.7 million during the nine months ended September 30, 2020, which is included under license and collaboration revenue in the accompanying consolidated statement of operations. As of September 30, 2021 and December 31, 2020, the discounted time-based milestone had a balance of $4.0 million and $3.9 million, respectively, included in other assets on the accompanying consolidated balance sheets. The royalties and other commercial milestones will only be recognized in the periods in which the applicable subsequent sales occur. During the nine months ended September 30, 2021 and 2020, the Company recognized $8.3 million and $0.5 million, respectively, of product revenue, net in the accompanying consolidated statement of operations. As of September 30, 2021 and December 31, 2020, the Company had accounts receivable of $0.2 million and $0.8 million respectively. The following table summarizes the activity in the product revenue reserve and allowance for the nine months ended September 30, 2021 and 2020 (in thousands): Nine Months Ended, September 30 2021 2020 Beginning balance at January 1 $ 14 $ — Provision related to product sales 376 246 Credits and payments made (365) (227) Ending balance at September 30 $ 25 $ 19 As of September 30, 2021 and 2020, product related reserve and allowances comprised solely contractual adjustments owed to the Company’s telehealth and online pharmacy partners, which were netted to accounts receivable in the Company’s unaudited condensed consolidated balance sheets. Through September 30, 2021, there have been no product related reserves or allowances owed to other parties, including the federal and state governments or their agencies. | 5. Product Revenue Reserve and Allowance The Company sells the Product principally to a limited number of customers consisting of telemedicine and online pharmacies, that in turn resell the Product to end-user patients and healthcare providers. Patients are required to have a prescription in order to purchase the Product in the US. Roman Health Pharmacy LLC In August 2019, the Company entered into a two-year exclusive agreement with Roman Health Pharmacy LLC ( “ GoGoMeds In February 2020, the Company entered into a two-year exclusive distribution agreement with GoGoMeds (“GGM”), giving GGM exclusive distributor rights to all online and mail orders generated in the United States, except those via telehealth. GGM submits purchase orders as needed to Cardinal Health and Cardinal Health ships to GGM. Once GGM has accepted the delivered Product, GGM takes control of the Product and the Company is entitled to payment. The Company began shipping products to GGM in May 2020. The Company recognizes revenue based on units shipped to GGM. During the year ended December 31, 2020, the Company recognized $0.1 million of product revenue, net, in the accompanying consolidated statement of operations. As of December 31, 2020, the Company had accounts receivable of $0.1 million in the accompanying consolidated balance sheets in connection with the agreement. Reserves for Variable Consideration Product revenues are recorded at the net sales price (transaction price), which includes estimates of variable consideration that are reimbursable to customers for which reserves are established and which result from (a) shipping charges to end-users, (b) pharmacy dispensing and platform fees, (c) merchant and processing fees, (d) promotional discounts offered by the Company to end-users, and (e) reserves for expected product returns. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable. Where appropriate, these estimates take into consideration a range of possible outcomes which are probability-weighted for relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract. CMS Bridging DMCC In June 2020, the Company and CMS Bridging DMCC (“CMS”) entered into a set of licensing, collaboration, and investing agreements (“CMS Agreements”) involving the license of the Company’s intellectual property (“IP”) to CMS in Singapore and Greater China (the “CMS Territory”) and governing the supply of product from the Company to CMS for sale in the CMS Territory, together with an agreement for CMS to invest in the Company’s Series Growth 3 & 4 Preferred Shares (see Note 20). Under the terms of the CMS Agreement, the Company granted CMS an exclusive, transferable, sub- licensable, and royalty-bearing license of the Company’s IP to develop, import, register, manufacture, and commercialize the Product, whether through online sales channels or offline sales channels during the term of the agreement. The agreement can be terminated earlier by mutual agreement of the parties. In accordance with the CMS Agreement, all legal and beneficial ownership of (i) all IP rights relating to the Products (including any data generated from the use of the Products and other improvements) and (ii) all of the information provided or generated under the agreement or otherwise related to the Products shall both ultimately belong to and remain vested with the Company. CMS must purchase the Product from the Company at a markup of the Company’s cost of goods sold. As consideration for the rights and licenses granted by the Company to CMS under the agreement, CMS paid the Company a one-time, non-refundable and non-creditable upfront fee of $15.0 million and is required to pay a one-time, non-refundable, and non-creditable milestone payment of $5.0 million within thirty days after the earlier of (i) the approval of marketing authorization as a prescription product by the Product by National Medical Products Administration, and (ii) the fifth anniversary of the agreement’s effective date. The CMS Agreement also contains commercial milestones due to the Company based on the achievement of annual net product revenue thresholds in the CMS Territory. Additionally, CMS shall pay the Company royalties on net sales of all products in the CMS Territory commencing January 1, 2022 through the expiration date of the agreement. The Company determined the only performance obligation that exists is the licensing of the Product in the CMS Territory. The transactions price consisted of the $15.0 million upfront payment and the discounted time-based milestone of $3.7 million with the difference of $1.3 million accreted as interest income over five years December 31, 2020, the discounted time-based milestone had a balance of $3.9 million and was included in other assets on the accompanying consolidated balance sheets. The royalties and other commercial milestones will only be recognized in the periods in which the applicable subsequent sales occur. During the year ended December 31, 2020, the Company recognized $2.7 million of product revenue, net, in the accompanying consolidated statement of operations. As of December 31, 2020, the Company had accounts receivable of $0.8 million in the accompanying consolidated balance sheets in connection with these sales. The following table summarizes the activity in the product revenue reserve and allowance for the year ended December 31, 2020 (in thousands): 2020 Beginning balance at January 1 $ — Provision related to product sales 980 Credits and payments made (966) Ending balance at December 31 $ 14 As of December 31, 2020, product related reserve and allowances comprised solely contractual adjustments owed to the Company’s telehealth and online pharmacy partners, which were netted to accounts receivable in the Company’s consolidated balance sheet for the year. Through December 31, 2020, there had been no product related reserves or allowances owed to other parties, including the federal and state governments or their agencies. |
Inventories_2
Inventories | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Inventories | ||
Inventories | 6. Inventories Inventories consisted of the following (in thousands): At September 30, At December 31, 2021 2020 Raw materials $ 6,549 $ 1,213 Work in process 2,236 913 Finished goods 659 2,433 Consignment inventories — 563 Total inventories $ 9,444 $ 5,122 | 6. Inventories Inventories consisted of the following (in thousands): At December 31, 2020 2019 Raw materials $ 1,213 $ 771 Work in process 913 — Finished goods 2,433 — Consignment inventories 563 — Total inventories $ 5,122 $ 771 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Prepaid Expenses and Other Current Assets | ||
Prepaid Expenses and Other Current Assets | 7. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): At September 30, At December 31, 2021 2020 Prepaid expenses $ 5,116 $ 1,024 Prepaid contract research costs 427 169 Research and development tax credit 696 1,131 Value added tax receivable 3,204 4,315 Deferred financing costs 2,904 38 Prepaid expenses and other current assets $ 12,347 $ 6,677 | 7. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): At December 31, 2020 2019 Prepaid expenses $ 1,024 $ 314 Prepaid contract research costs 169 908 Research and development tax credit 1,131 405 Value added tax receivable 4,315 1,302 Deferred financing costs 38 — Prepaid expenses and other current assets $ 6,677 $ 2,929 |
Property and Equipment Net_2
Property and Equipment Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property and Equipment, Net | ||
Property and Equipment, Net | 8. Property and Equipment, Net Property and equipment, net, consists of the following (in thousands): At September 30, At December 31, 2021 2020 Laboratory and manufacturing equipment $ 22,340 $ 8,176 Buildings 10,060 4,334 Leasehold improvements 1,648 1,742 Computer equipment and software 471 176 Capitalized software 192 17 Construction in process 26,928 35,551 Property and equipment – at cost 61,639 49,996 Less accumulated depreciation (3,495) (3,101) Property and equipment – net $ 58,144 $ 46,895 Property and equipment classified as construction in process as of September 30, 2021 and December 31, 2020 are related to the development of manufacturing lines that have not yet been placed into service as of September 30, 2021. Depreciation expense was approximately $0.6 million for both the nine months ended September 30, 2021 and 2020. | 8. Property and Equipment, Net Property and equipment, net, consists of the following (in thousands): At December 31, 2020 2019 Laboratory and manufacturing equipment $ 8,176 $ 4,891 Buildings 4,334 2,649 Leasehold improvements 1,742 1,577 Computer equipment and software 176 105 Capitalized software 17 — Construction in process 35,551 5,619 Property and equipment – at cost 49,996 14,841 Less accumulated depreciation (3,101) (2,023) Property and equipment – net $ 46,895 $ 12,818 In July 2019, the Company acquired a manufacturing building in Italy for approximately $2.6 million. Property and equipment classified as construction in process as of December 31, 2020 and 2019 are related to the development of manufacturing lines that have not yet been placed into service as of December 31, 2020. Depreciation expense not related to manufacturing activities for the years ended December 31, 2020 and 2019 was approximately $0.5 million for each year. Upon FDA approval of Plenity in February 2019, depreciation related to Plenity manufacturing have been captured in inventories, which totaled approximately $0.4 million and $0.0 million for the years ended December 31, 2020 and 2019, respectively. |
Accrued Expenses_2
Accrued Expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accrued Expenses [Abstract] | ||
Accrued Expenses | 9. Accrued Expenses Accrued expenses and other current liabilities consist of the following (in thousands): At September 30, At December 31, 2021 2020 Accrued payroll and related benefits $ 2,751 $ 3,009 Accrued professional fees and outside contractors (including due to related party of $64 and $109, respectively) 8,879 3,494 Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) 5,690 — Accrued property, plant and equipment additions 1,280 768 Accrued interest 974 49 Deferred IPO fees 738 — Total accrued expenses $ 20,312 $ 7,320 | 9. Accrued Expenses Accrued expenses and other current liabilities consist of the following (in thousands): At December 31, 2020 2019 Accrued payroll and related benefits $ 3,009 $ 1,438 Accrued professional fees and outside contractors (including due to related party of $109 and $16, respectively) 3,494 2,290 Accrued property, plant and equipment additions 768 488 Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) — 2,916 Income taxes (receivable) payable — (142) Accrued interest 49 12 Total accrued expenses $ 7,320 $ 7,002 |
Other Long-Term Liabilities_2
Other Long-Term Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Other Long-Term Liabilities | ||
Other Long-Term Liabilities | 10. Other Long-Term Liabilities Other long-term liabilities consist of the following (in thousands): At September 30, At December 31, 2021 2020 Deferred IPO fees $ — $ 738 Long-term tax liabilities 107 301 Contingent loss for research and development tax credits 3,055 3,233 Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) — 5,912 One SRL call option (see Note 11) 2,040 1,545 Total other long-term liabilities $ 5,202 $ 11,729 In connection with the Company’s withdrawn IPO submission in December 2015, the Company has accrued for $0.7 million of legal fees directly associated with the IPO as of December 31, 2020. Such fees do not become payable until a qualified transaction, such as an IPO or an acquisition of the Company, occurs. Upon execution of the business combination agreement with CPSR in July 2021, these accrued legal fees resulting from the prior IPO submission are expected to become payable within the twelve months following September 30, 2021. | 10. Other Long-Term Liabilities Other long-term liabilities consist of the following (in thousands): At December 31, 2020 2019 Deferred IPO fees $ 738 $ 738 Long-term tax liabilities 301 156 Contingent loss for research and development tax credits 3,233 2,956 Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) 5,912 5,274 Contingent call option for investment in related party (see Note 11) 1,545 — Deferred credit (see Note 11) — 1,230 Capital lease obligations — 7 Total other long-term liabilities $ 11,729 $ 10,361 In connection with the Company’s withdrawn IPO submission in December 2015, the Company has accrued for $0.7 million of legal fees directly associated with the IPO as of December 31, 2020 and 2019. Such fees do not become payable until a qualified transaction, such as an IPO or an acquisition of the Company, occurs. |
Significant Agreements_2
Significant Agreements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Significant Agreements | ||
Significant Agreements | 11. Significant Agreements Puglia 1 Grant In May 2020, the Company was awarded a grant by the Puglia region of Italy as an incentive to manufacture and carry out research and development activities in Italy (“PIA 1 Grant”), with the key underlying activity being the development of the commercial facility to expand production capacity for the Product. The PIA 1 Grant provides funding of up to €5.3 million (approximately $6.2 million at September 30, 2021) as reimbursement for certain facility and equipment investments in the Company’s manufacturing facility in Calimera, Italy, and up to €3.9 million (approximately $4.5 million at September 30, 2021) as reimbursement for certain research and development expenditures over a three-year period. The Company is required to adhere to standard workplace safety regulations and local laws in Italy and is not permitted to physically move the reimbursed assets from the Puglia region for five years from the project completion date of May 2023. The Company has concluded that income recognition is appropriate as it is reasonably assured that it will comply with all the conditions of the grant and the proceeds from the grant for costs incurred to date will be received. The Company recognized grant income of $0.5 million and $3.4 million in other income, net, on the accompanying consolidated statement of operations during the nine months ended September 30, 2021 and 2020, respectively, related to the PIA 1 Grant, of which $0.3 million and $0.2 million was attributable to research and development expenses and investments in facilities and equipment, respectively, during the nine months ended September 30, 2021 and $3.3 million and $0.1 million was attributable to research and development expenses and investments in facilities and equipment, respectively, during the nine months ended September 30, 2020. The Company has recorded $6.6 million of deferred income on the accompanying consolidated balance sheets as of September 30, 2021, of which $0.9 million was recorded as a current liability as it is expected to be recognized within one year of the date of the accompanying consolidated balance sheets. The Company did not collect any proceeds from the PIA 1 grant during the nine months ended September 30, 2021 and has recorded a grant receivable of $5.6 million on the accompanying consolidated balance sheets as of September 30, 2021. Puglia 2 Grant In November 2020, the Company was awarded a second grant by the Puglia region of Italy as an incentive to manufacture and carry out research and development activities in Italy (“PIA 2 Grant”), with the key underlying activity being the development of a second manufacturing line at the commercial facility to expand production capacity for the Product, and research and development activities targeting new gastrointestinal health indications. The PIA 2 Grant provides funding of up to €3.3 million (approximately $3.8 million at September 30, 2021) as reimbursement for certain facility and equipment investments in the Company’s manufacturing facility in Calimera, Italy, and up to €8.3 million (approximately $9.6 million at September 30, 2021) as reimbursement for certain research and development expenditures over a three-year period. The Company is required to adhere to standard workplace safety regulations and local laws in Italy and is not permitted to physically move the reimbursed assets from the Puglia region for five years from the project completion date of November 2023. The Company has concluded that income recognition is appropriate as it is reasonably assured that it will comply with all the conditions of the grant and the proceeds from the grant for costs incurred to date will be received. The Company recognized grant income of $1.0 million and $0.6 million in other income, net, on the accompanying consolidated statement of operations during the nine months ended September 30, 2021 and 2020, respectively, related to the PIA 2 Grant, which was entirely attributable to research and development expenses. The Company has recorded $3.3 million of deferred income on the accompanying consolidated balance sheets as of September 30, 2021, of which $0.3 million was recorded as a current liability as it is expected to be recognized within one year of the date of the accompanying consolidated balance sheets. The Company collected $2.0 million of proceeds from the PIA 2 grant during the nine months ended September 30, 2021 and has recorded a grant receivable of $3.2 million on the accompanying consolidated balance sheets as of September 30, 2021. One S.r.l. (“One”) Amended Patent License and Assignment Agreement In October 2008 and December 2008, the Company entered into a patent license and assignment agreement and master agreement with One, the original inventor and owner of the Company’s core patents and a related party to the Company (see Note 17), to license and subsequently purchase certain intellectual property to develop hydrogel-based product candidates. In December 2014, the Company amended and restated the patent license agreement and the master agreement into a single agreement, referred to as the amended and restated master agreement. The amended and restated master agreement will remain in effect until the expiration of the last patents covered by the agreement or until all obligations under the amended and restated master agreement with respect to payments have terminated or expired. In June 2019, the Company entered into a transaction with One that further amended the terms of the amended and restated master agreement and resulted in the Company owning 10% equity interest in One (the “2019 One Amendment”). Under the amended and restated master agreement following this transaction, €5.5 million (approximately $6.4 million at September 30, 2021) the Company would be required to pay upon the achievement of future commercial milestones from weight loss medical indications were eliminated, and the percentage of royalties the Company is required to pay on future net revenues was reduced. In return, One received additional consideration consisting of new future milestones of up to €11.0 million (approximately $12.7 million at September 30, 2021) upon the commercial success of new medical indications, and the Company was required to issue to One a warrant for redeemable convertible preferred stock equivalent to 2.7% of the shares of capital stock outstanding on an as converted basis within 30 days of the completion of a future qualifying equity financing that results in at least $50.0 million in gross proceeds. The warrant would have an exercise price equivalent to the issuance price of a future qualifying equity financing (see Note 13). As an additional component to this transaction, the Company acquired a 10% equity interest in One in exchange for cash consideration of €11.5 million (approximately $13.3 million at September 30, 2021) with a net present value of €11.1 million (approximately $12.7 million at the transaction date). The Company did not make any payments of the agreed upon cash consideration during the nine months ended September 30, 2021 and 2020. The unpaid cash consideration to One, after adjusting for a foreign currency translation gain and interest expense was $5.7 million and $5.9 million as of September 30, 2021 and December 31, 2020, respectively, all of which was included in accrued expenses and other current liabilities and other long-term liabilities in the accompanying consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively. None of the future milestones under the master agreement, as amended, have been met, or are deemed to be probable of being met, as of the transaction date or as of September 30, 2021. The Company accounted for the reduction in royalties the Company is required to pay on future net revenues that resulted from the 2019 One Amendment as an intangible asset under ASC 350, Intangibles — Goodwill and Other Investments — Equity Method and Joint Ventures Consideration Cash $ 12,668 Warrants for redeemable convertible preferred stock 4,706 Fair value of total consideration $ 17,374 Assets acquired at relative fair value Intangible asset related to reduction in royalty $ 15,564 Equity-method investment 1,810 Total assets acquired $ 17,374 The Company accounted for tax impact of the acquisition of the intangible asset under ASC 740, Income Taxes A summary of the intangible asset activity that resulted from this transaction during the year ended December 31, 2020 through September 30, 2021 (in thousands): Balance at December 31, 2020 $ 17,947 Amortization expense (1,700) Balance at September 30, 2021 $ 16,247 A summary of the intangible asset activity that resulted from this transaction during the years ended December 31, 2019 and 2020 is as follows (in thousands): Intangible asset at relative fair value $ 15,564 Adjustment to record deferred tax liability 5,783 Carrying value of intangible asset at June 2019 acquisition date 21,347 Amortization expense (1,133) Balance at December 31, 2019 $ 20,214 Amortization expense (2,267) Balance at December 31, 2020 $ 17,947 In October 2020, the Company further amended the terms of the amended and restated master agreement with One to cancel its obligation to issue to One the warrant for redeemable convertible preferred stock agreed to in the 2019 One Amendment (the “2020 One Amendment”). In return for cancelling the warrant, One received additional consideration consisting of a commercial milestone of €6.5 million (approximately $7.5 million at September 30, 2021) upon a weight loss product reaching €2.0 billion in cumulative net sales, and certain shareholders of One were granted warrants to purchase 522,009 shares of the Company’s common stock. The warrant for redeemable convertible preferred stock was remeasured prior to settlement. Additionally, the Company granted One a contingent call option to buy back the 10% ownership that the Company acquired in the 2019 One Amendment at an exercise price of €6.0 million (approximately $7.0 million at September 30, 2021). The call option is only exercisable upon (1) a change of control or a deemed liquidation event by the Company, as defined, in the Company’s Restated Certification of Incorporation (2) the date in which the Company’s current Chief Executive Officer is no longer affiliated with the Company in his capacity as either an executive officer or a member of the board of directors. The Company accounted for the 2020 One Amendment by derecognizing the carrying value of the warrant liability for redeemable convertible preferred stock on the date of the 2020 One Amendment, which had a fair value of approximately $6.0 million, and recognizing the consideration provided in the amendment, which had an aggregate fair value of approximately $5.8 million. The difference between the consideration provided by the Company and the warrant liability derecognized, approximately $0.2 million, represents a gain on settlement of the warrant liability and was recognized in other income, net, on the accompanying consolidated statement of operations during the year ended December 31, 2020. As the contingent call option granted to One shareholders to buy back the 10% investment in One did not meet the definition of a derivate under ASC 815, Derivatives and Hedging Derivatives and Hedging The commercial milestone added as part of the 2020 One Amendment constitutes contingent consideration and was provided as additional consideration for a license or asset acquisition, representing one component of the consideration replacing the warrant liability previously provided as part of the consideration for the license. Under asset acquisition accounting, contingent consideration is not recognized until the contingency is resolved. As such, no amount was recognized for the contingent milestone on the date of the amendment. Research Innovation Fund (“RIF”) Financing In August 2020, the Gelesis S.r.l. entered into a loan and equity agreement with RIF, an investment fund out of the EU, whereby Gelesis S.r.l. received €10.0 million (approximately $11.6 million at September 30, 2021) from RIF as an equity investment and €15.0 million (approximately $17.4 million at September 30, 2021) as a loan with a fixed interest rate of 6.35% per annum (see Note 12). The equity investment can be called by Gelesis, Inc., beginning in December 2023 and ending in December 2026, by paying the investment plus 15% percent annual interest. If the Company does not exercise this call option, beginning in January 2027 and ending in December 2027, RIF may put the investment to the Company at a cost of the investment amount plus 3.175% percent annual interest. The loan has a termination date of December 31, 2030 and is repayable over 8 years starting 24 months subsequent to its issuance. Any unpaid principal and interest must be repaid upon exercise of the call option by the Company, or subsequent exercise of a put option by RIF. As of December 31, 2020, RIF holds approximately 22% of the equity of Gelesis S.r.l. The Company concluded that Gelesis Inc. is the only equity investment at risk as RIF’s investment is not considered equity due to the call and put options. The Company further evaluated the sufficiency of the equity at risk and concluded that given the fact that Gelesis S.r.l. had to receive the RIF investment, which represents subordinated financial support but not equity, the fair value of Gelesis Inc. equity is not sufficient to absorb its expected losses resulting from its research and development operations and business plan, rather some of its expected losses will have to be absorbed by the RIF investment. The RIF investment is equity held by a noncontrolling interest. Since the put option does not make the equity mandatorily redeemable, and the call option is held by the Company, the noncontrolling interest is not considered mandatorily redeemable and as such, is not presented as a liability. The noncontrolling interest is therefore classified as temporary equity — noncontrolling interest, and is accounted for in accordance with ASC 810, Consolidation The noncontrolling interest is initially recorded at €10.0 million (approximately $11.3 million on the transaction date, net of issuance costs of $0.4 million), the consideration allocated to the shareholder investment based on its fair value. The Company has applied ASC 810 to subsequently remeasure the noncontrolling interest, which results in no losses being attributed to the noncontrolling interest, rather, only earnings of the Gelesis S.r.l. entity based on the shareholder rights as a whole instrument. However, the noncontrolling interest shall not be reduced below the current redemption value of the put option, which represents the initial investment plus the accrued rate of return of 3.175% per annum. Adjustments to the noncontrolling interest that result from accreting the put option to its redemption value are recorded to accumulated deficit in the accompanying consolidated balance sheets. The Company recorded accretion of $0.3 million and $0.5 million during the nine months ended September 30, 2021 and 2020, respectively, and foreign currency translation gain of $0.7 million and less than $0.1 million during the nine months ended September 30, 2021 and 2020, respectively. | 11. Significant Agreements Horizon 2020 Grant In November 2017, the Company was awarded the Horizon 2020 grant, which was a combination of grant and loan funding from an Italian economic development agency for carrying out research and development activities, including clinical trials, in the European Union (“EU”). Funds awarded under the grant may be revoked if irregularities are identified during inspection of costs by the Italian economic development agency or for failure to implement or comply with the project plan or to achieve the objectives of the project plan for reasons within the Company’s control. In the event of a revocation of the grant, the Company would be required to repay previously awarded grant proceeds with interest. The Company has concluded that income recognition is appropriate as it is reasonably assured that it will comply with all the conditions of the grant and the proceeds from the grant for costs incurred to date have been received. The Company recognized grant income related to the Horizon 2020 grant of approximately $23,000 and $1.3 million in other income on the accompanying consolidated statement of operations for the years ended December 31, 2020 and 2019, respectively, of which approximately $23,000 and $1.3 million was attributable to research and development expenses, respectively, and $0 and approximately $54,000 was attributable to investments in equipment, respectively. The Company has collected $0.6 million and $0.8 million during the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the Company has completed the project for this grant and passed the final inspection by the Italian economic development agency, and the Company has collected all grant proceeds. The Company entered into a loan agreement with this economic development agency under this grant in December 2019 and received $0.2 million and $0.3 million in loan proceeds in October 2020 and December 2019, respectively (see Note 12). Puglia 1 Grant In May 2020, the Company was awarded a grant by the Puglia region of Italy as an incentive to manufacture and carry out research and development activities in Italy (“PIA 1 Grant”), with the key underlying activity being the development of the commercial facility to expand production capacity for the Product. The PIA 1 Grant provides funding of up to €5.3 million (approximately $6.6 million) as reimbursement for certain facility and equipment investments in the Company’s manufacturing facility in Calimera, Italy, and up to €3.9 million (approximately $4.8 million) as reimbursement for certain research and development expenditures over a three-year period. The Company is required to adhere to standard workplace safety regulations and local laws in Italy, and is not permitted to physically move the reimbursed assets from the Puglia region for five years from the project completion date of May 2023. The Company has concluded that income recognition is appropriate as it is reasonably assured that it will comply with all the conditions of the grant and the proceeds from the grant for costs incurred to date will be received. The Company recognized grant income of $3.5 million in other income, net, on the accompanying consolidated statement of operations during the year ended December 31, 2020 related to the PIA 1 Grant, of which $3.4 million was attributable to research and development expenses and $0.1 million was attributable to investments in facilities and equipment. The Company has recorded $5.8 million of deferred income on the accompanying consolidated balance sheets as of December 31, 2020, of which $0.6 million was recorded as a current liability as it is expected to be recognized within one year of the date of the accompanying consolidated balance sheets. The Company collected $4.9 million of the PIA 1 grant during the year ended December 31, 2020 and has recorded a grant receivable of $4.3 million on the accompanying consolidated balance sheets as of December 31, 2020. Puglia 2 Grant In November 2020, the Company was awarded a second grant by the Puglia region of Italy as an incentive to manufacture and carry out research and development activities in Italy (“PIA 2 Grant”), with the key underlying activity being the development of a second manufacturing line at the commercial facility to expand production capacity for the Product, and research and development activities targeting new gastrointestinal health indications. The PIA 2 Grant provides funding of up to €3.3 million (approximately $4.0 million) as reimbursement for certain facility and equipment investments in the Company’s manufacturing facility in Calimera, Italy, and up to €8.3 million (approximately $10.2 million) as reimbursement for certain research and development expenditures over a three-year period. The Company is required to adhere to standard workplace safety regulations and local laws in Italy, and is not permitted to physically move the reimbursed assets from the Puglia region for five years from the project completion date of November 2023. The Company has concluded that income recognition is appropriate as it is reasonably assured that it will comply with all the conditions of the grant and the proceeds from the grant for costs incurred to date will be received. The Company recognized grant income of $0.8 million in other income, net, on the accompanying consolidated statement of operations during the year ended December 31, 2020 related to the PIA 2 Grant, which was entirely attributable to research and development expenses. The Company has recorded $3.0 million of deferred income on the accompanying consolidated balance sheets as of December 31, 2020, none of which is expected to be recognized within one year of the date of the accompanying consolidated balance sheets. The Company did not collect any proceeds from the PIA 2 grant during the year ended December 31, 2020 and has recorded a grant receivable of $3.9 million on the accompanying consolidated balance sheets as of December 31, 2020. One S.r.l. (“One”) Amended Patent License and Assignment Agreement In October 2008 and December 2008, the Company entered into a patent license and assignment agreement and master agreement with One, the original inventor and owner of the Company’s core patents and a related party to the Company (see Note 17), to license and subsequently purchase certain intellectual property to develop hydrogel-based product candidates. In December 2014, the Company amended and restated the patent license agreement and the master agreement into a single agreement, referred to as the amended and restated master agreement. The amended and restated master agreement will remain in effect until the expiration of the last patents covered by the agreement or until all obligations under the amended and restated master agreement with respect to payments have terminated or expired. In June 2019, the Company entered into a transaction with One that further amended the terms of the amended and restated master agreement and resulted in the Company owning 10% equity interest in One (the “2019 One Amendment”). Under the amended and restated master agreement following this transaction, €5.5 million (approximately $6.7 million) the Company would be required to pay upon the achievement of future commercial milestones from weight loss medical indications were eliminated, and the percentage of royalties the Company is required to pay on future net revenues was reduced. In return, One received additional consideration consisting of new future milestones of up to €11.0 million (approximately $13.5 million) upon the commercial success of new medical indications, and the Company was required to issue to One a warrant for redeemable convertible preferred stock equivalent to 2.7% of the shares of capital stock outstanding on an as converted basis within 30 days of the completion of a future qualifying equity financing that results in at least $50.0 million in gross proceeds. The warrant would have an exercise price equivalent to the issuance price of a future qualifying equity financing (see Note 13). As an additional component to this transaction, the Company acquired a 10% equity interest in One in exchange for cash consideration of €11.5 million (approximately $13.1 million) with a net present value of €11.1 million (approximately $12.7 million). During the years ended December 31, 2020 and 2019, the Company paid €2.6 million (approximately $3.1 million) and €3.9 million (approximately $4.4 million) of the agreed upon cash consideration, respectively. The unpaid cash consideration to One, after adjusting for a foreign currency translation gain and interest expense was The Company accounted for the reduction in royalties the Company is required to pay on future net revenues that resulted from the 2019 One Amendment as an intangible asset under ASC 350, Intangibles — Goodwill and Other Investments — Equity Method and Joint Ventures Consideration Cash $ 12,668 Warrants for redeemable convertible preferred stock 4,706 Fair value of total consideration $ 17,374 Assets acquired at relative fair value Intangible asset related to reduction in royalty $ 15,564 Equity-method investment 1,810 Total assets acquired $ 17,374 The Company accounted for tax impact of the acquisition of the intangible asset under ASC 740, Income Taxes Intangible asset at relative fair value $ 15,564 Adjustment to record deferred tax liability 5,783 Carrying value of intangible asset at June 2019 acquisition date 21,347 Amortization expense (1,133) Balance at December 31, 2019 $ 20,214 Amortization expense (2,267) Balance at December 31, 2020 $ 17,947 In conjunction with acquiring the investment in One, the Company recognized a deferred tax asset of approximately $3.1 million which represents the excess tax basis over carrying value. The Company recorded this deferred tax asset with a corresponding decrease to the amounts initially allocated to the investment. As the deferred tax asset exceeds the initially allocated balances and results in a reduction of the initial carrying value of the $1.8 million investment balance to zero, the remaining $1.2 million excess was recorded as a deferred credit. The deferred credit is not considered as a deferred tax liability nor a reduction of a deferred tax asset. Rather, the deferred credit is included in other long-term liabilities on the accompanying consolidated balance sheet, and subsequently recognized as a reduction to income tax expense in proportion to the realization or elimination of the deferred tax asset that gave rise to the deferred credit. A summary of the equity-method investment activity during the year ended December 31, 2019 is as follows (in thousands): Initially allocated value of equity-method investment $ 1,810 Deferred tax asset generated by book-to-tax difference (see Note 17) 3,040 Adjustment to carrying value of equity-method investment (1,810) Deferred credit (1,230) Balance at December 31, 2019 $ — In May 2020, the Company transferred the equity-method investment in One from the Gelesis entity in Italy to a Gelesis entity in the US. In connection with the transfer of the equity-method investment, the Company wrote-off the deferred tax asset of $3.0 million generated by the book-to-tax difference and the deferred credit of $1.2 million, resulting in an expense of $1.8 million recorded within provision for income taxes in the accompanying consolidated statement of operations during the year ended December 31, 2020. In October 2020, the Company further amended the terms of the amended and restated master agreement with One to cancel its obligation to issue to One the warrant for redeemable convertible preferred stock agreed to in the 2019 One Amendment (the “2020 One Amendment”). In return for cancelling the warrant, One received additional consideration consisting of a commercial milestone of €6.5 million (approximately $8.0 million) upon a weight loss product reaching €2.0 billion in cumulative net sales, and certain shareholders of One were granted warrants to purchase 522,009 shares of the Company’s common stock. The warrant for redeemable convertible preferred stock was remeasured prior to settlement. Additionally, the Company granted One a contingent call option to buy back the 10% ownership that the Company acquired in the 2019 One Amendment at an exercise price of €6.0 million (approximately $7.4 million). The call option is only exercisable upon (1) a change of control or a deemed liquidation event by the Company, as defined, in the Company’s Restated Certification of Incorporation (2) the date in which the Company’s current Chief Executive Officer is no longer affiliated with the Company in his capacity as either an executive officer or a member of the board of directors. The Company accounted for the 2020 One Amendment by derecognizing the carrying value of the warrant liability for redeemable convertible preferred stock on the date of the 2020 One Amendment, which had a fair value of approximately $6.0 million, and recognizing the consideration provided in the amendment, which had an aggregate fair value of approximately $5.8 million. The difference between the consideration provided by the Company and the warrant liability derecognized, approximately $0.2 million, represents a gain on settlement of the warrant liability and was recognized in other income, net, on the accompanying consolidated statement of operations during the year ended December 31, 2020. As the contingent call option granted to One shareholders to buy back the 10% investment in One did not meet the definition of a derivate under ASC 815, Derivatives and Hedging Derivatives and Hedging million, to additional paid in capital on the accompanying consolidated balance sheets. As the common stock warrants are equity-classified, the warrants are recorded at their initial fair value and not subsequently remeasured. The commercial milestone added as part of the 2020 One Amendment constitutes contingent consideration and was provided as additional consideration for a license or asset acquisition, representing one component of the consideration replacing the warrant liability previously provided as part of the consideration for the license. Under asset acquisition accounting, contingent consideration is not recognized until the contingency is resolved. As such, no amount was recognized for the contingent milestone on the date of the amendment. A summary of the gain on the warrant liability settlement that resulted from the 2020 One Amendment during the year ended December 31, 2020 is as follows (in thousands): Carrying value of warrants for redeemable convertible preferred stock $ 5,973 Fair value of common stock warrants, net of cash consideration paid of $10 (4,312) Fair value of contingent call option granted to One shareholders (1,494) Gain on warrant liability extinguishment $ 167 Research Innovation Fund (“RIF”) Financing In August 2020, the Gelesis S.r.l. entered into a loan and equity agreement with RIF, an investment fund out of the EU, whereby Gelesis S.r.l. received €10.0 million (approximately $12.3 million at December 31, 2020) from RIF as an equity investment and €15.0 million (approximately $18.4 million at December 31, 2020) as a loan with a fixed interest rate of 6.35% per annum (see Note 12). The equity investment can be called by Gelesis, Inc., beginning in December 2023 and ending in December 2026, by paying the investment plus 15% percent annual interest. If the Company does not exercise this call option, beginning in January 2027 and ending in December 2027, RIF may put the investment to the Company at a cost of the investment amount plus 3.175% percent annual interest. The loan has a termination date of December 31, 2030 and is repayable over 8 years starting 24 months subsequent to its issuance. Any unpaid principal and interest must be repaid upon exercise of the call option by the Company, or subsequent exercise of a put option by RIF. As of December 31, 2020, RIF holds approximately 22% of the equity of Gelesis S.r.l. The Company concluded that Gelesis Inc. is the only equity investment at risk as RIF’s investment is not considered equity due to the call and put options. The Company further evaluated the sufficiency of the equity at risk and concluded that given the fact that Gelesis S.r.l. had to receive the RIF investment, which represents subordinated financial support but not equity, the fair value of Gelesis Inc. equity is not sufficient to absorb its expected losses resulting from its research and development operations and business plan, rather some of its expected losses will have to be absorbed by the RIF investment. The RIF investment is equity held by a noncontrolling interest. Since the put option does not make the equity mandatorily redeemable, and the call option is held by the Company, the noncontrolling interest is not considered mandatorily redeemable and as such, is not presented as a liability. The noncontrolling interest is therefore classified as temporary equity — noncontrolling interest, and is accounted for in accordance with ASC 810, Consolidation The noncontrolling interest is initially recorded at €10.0 million (approximately $11.3 million, net of issuance costs of $0.4 million), the consideration allocated to the shareholder investment based on its fair value. The Company has applied ASC 810 to subsequently remeasure the noncontrolling interest, which results in no losses being attributed to the noncontrolling interest, rather, only earnings of the Gelesis S.r.l. entity based on the shareholder rights as a whole instrument. However, the noncontrolling interest shall not be reduced below the current redemption value of the put option, which represents the initial investment plus the accrued rate of return of 3.175% per annum. Adjustments to the noncontrolling interest that result from accreting the put option to its redemption value are recorded to accumulated deficit in the accompanying consolidated balance sheets. The Company recorded accretion of $0.6 million and foreign currency translation loss of $0.5 million to the noncontrolling interest during the year ended December 31, 2020. |
Debt_2
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt | ||
Debt | 12. Debt Italian Economic Development Agency Loan In May 2014, the Company entered into a loan agreement with an Italian economic development agency in connection with a grant. In February 2016, the Company received a second tranche of financing under this loan agreement. Borrowings under the loan totaled €1.2 million (approximately $1.4 million at September 30, 2021), and the loan bears interest at 0.332% per annum. The Company is required to make annual principal and interest payments from January 2017 through January 2024. Intesa Sanpaolo Loan In November 2019, the Company entered into a loan agreement with Intesa Sanpaolo. Borrowings under the loan totaled €2.4 million (approximately $2.8 million at September 30, 2021), net of transaction costs of €0.1 million (approximately $0.1 million at September 30, 2021), and the loan bears interest at base rate of 2.3% plus the 3-month During the year ended December 31, 2020, the Company borrowed an aggregate of additional €5.0 million (approximately $5.8 million at September 30, 2021), net of transaction costs of approximately €13,000 (approximately $14,000 at September 30, 2021). The additional borrowings under the loan had the same terms and repayment schedule as the November 2019 loan. In March 2021, the Company entered into another loan agreement with Intesa Sanpaolo for aggregate borrowing of up to €5.0 million. Borrowings under the second loan agreement upon closing and as of September 30, 2021, totaled €5.0 million (approximately $5.8 million at September 30, 2021), net of transaction costs of €0.2 million (approximately $0.2 million at September 30, 2021), and the loan bears interest at base rate of 0.701%. The Company is required to make payments of interest only on borrowings under the loan agreement on a monthly basis through March 2023 (the interest only termination date), after which payments of principal in equal monthly installments and accrued interest will be due until the loan matures on March 26, 2024. Horizon 2020 Loan In December 2019, as part of the Horizon 2020 Grant (see Note 9), the Company entered into a loan agreement with the Italian Finance Ministry. Borrowings under the loan totaled €0.3 million (approximately $0.3 million at September 30, 2021), net of transaction costs and discounts of approximately €21,000 (approximately $25,000 at September 30, 2021), and the loan bears interest at 0.171% per annum. The Company is required to make payments of interest only on borrowings under the loan agreement on a semiannual basis through and including June 30, 2020 (the interest only termination date), after which payments of principal in equal semiannual installments and accrued interest will be due until the loan matures on June 30, 2028. In October 2020, the Company borrowed an additional €0.2 million (approximately $0.2 million at September 30, 2021), net of transaction costs of approximately €19,000 (approximately $22,000 at September 30, 2021). The additional borrowings under the loan had the same terms and repayment schedule as the December 2019 loan. RIF Shareholders Loan In August 2020, as part of the RIF financing transaction (see Note 11), the Company entered into a loan agreement with the shareholders of RIF. Borrowings under the loan totaled €14.5 million (approximately $16.8 million at September 30, 2021), net of transaction costs of €0.5 million (approximately $0.6 million at September 30, 2021), and the loan bears interest at 6.35% per annum. The Company is required to make payments of interest only on borrowings under the loan agreement on an annual basis starting December 31, 2020 and through and including December 30, 2022 (the interest only termination date), after which payments of principal in equal annual installments and accrued interest will be due until the loan matures on December 31, 2030. If either party exercises its call option or put option on the equity investment as part of the RIF Transaction, the unpaid principal and accrued interest as of that date must be paid by the Company. UniCredit Loan In November 2020, the Company entered into a loan agreement with UniCredit. Borrowings under the loan totaled €4.9 million (approximately $5.7 million at September 30, 2021), net of transaction costs and discounts of €0.1 million (approximately $0.1 million at September 30, 2021), and the loan bears interest at 2.12% per annum. The Company is required to make payments of principal and accrued interest on a semiannual basis starting December 10, 2021 until the loan matures on December 10, 2027. Future principal payments in connection to debt outstanding as of September 30, 2021 are as follows (in thousands): 2021 (excluding the nine months ended September 30, 2021) $ 38 2022 2,230 2023 7,902 2024 5,606 2025 4,290 Thereafter 17,468 $ 37,534 | 12. Debt Italian Economic Development Agency Loan In May 2014, the Company entered into a loan agreement with an Italian economic development agency in connection with a grant. In February 2016, the Company received a second tranche of financing under this loan agreement. Borrowings under the loan totaled €1.2 million (approximately $1.5 million at December 31, 2020), and the loan bears interest at 0.332% per annum. The Company is required to make annual principal and interest payments from January 2017 through January 2024. 2019 Convertible Promissory Notes In August 2019, the Company issued $2.5 million in convertible promissory notes (the “2019 Bridge Notes”) to PureTech and SSD2 LLC, current stockholders of the Company. The 2019 Bridge Notes have a stated interest rate of 8.0% per annum and shall become due and payable on demand at any time after December 31, 2019, with payment due in 30 days. Principal and unpaid accrued interest due under the 2019 Bridge Notes automatically converts into a class of the Company’s stock issued in the Company’s next qualified financing, as defined, based on a conversion price equal to 95% of the price per share paid by the other investors in the financing if it closes prior to November 30, 2019, with the conversion price to be further reduced to a minimum of 85% if the qualified financing closes after November 30, 2019. In October 2019, the Company amended and restated the terms of the 2019 Bridge Notes to increase the aggregate principal amount that can be raised to $10.8 million, with the notes becoming due and payable upon demand within 30 days any time after November 30, 2019, and the conversion price was reduced to 75%. In October 2019, the Company issued an additional $6.3 million of 2019 Bridge Notes to PureTech and SSD2 LLC. In November 2019, the Company issued an additional $2.0 million of 2019 Bridge Notes to PureTech and SSD2 LLC. In December 2019, a qualified financing as defined by the 2019 Bridge Note Agreement occurred, when the Company issued 2,269,831 shares of Series 3 Growth redeemable convertible preferred stock (“Series 3 Growth”) at an issuance price of $17.27 per share (see Note 14). In connection with the qualified financing, the conversion price of the 2019 Bridge Notes was adjusted to 90%, and the Company issued 703,439 shares of Series 3 Growth upon the conversion of $10.8 million outstanding principal and $0.1 million accrued interest at a conversion price of $15.54 per share. The Company concluded the 2019 Bridge Notes and its related features are within the scope of ASC 825, Financial Instruments, Intesa Sanpaolo Loan In November 2019, the Company entered into a loan agreement with Intesa Sanpaolo. Borrowings under the loan totaled €2.4 million (approximately $3.0 million at December 31, 2020), net of transaction costs of €0.1 million (approximately $0.1 million at December 31, 2020), and the loan bears interest at base rate of 2.3% plus the 3-month Euribor rate per annum. The Company is required to make payments of interest only on borrowings under the loan agreement on a quarterly basis through and including October 31, 2021 (the interest only termination date), after which payments of principal in equal quarterly installments and accrued interest will be due until the loan matures on October 31, 2029. The Company pledged certain manufacturing facilities, excluding equipment, as collateral under this loan agreement. During the year ended December 31, 2020, the Company borrowed an additional €5.0 million (approximately $6.1 million at December 31, 2020), net of transaction costs of approximately €13,000 (approximately $15,000 at December 31, 2020). The additional borrowings under the loan had the same terms and repayment schedule as the November 2019 loan. Horizon 2020 Loan In December 2019, as part of the Horizon 2020 Grant (see Note 9), the Company entered into a loan agreement with the Italian Finance Ministry. Borrowings under the loan totaled €0.3 million (approximately $0.3 million at December 31, 2020), net of transaction costs and discounts of approximately €21,000 (approximately $26,000 at December 31, 2020), and the loan bears interest at 0.171% per annum. The Company is required to make payments of interest only on borrowings under the loan agreement on a semiannual basis through and including June 30, 2020 (the interest only termination date), after which payments of principal in equal semiannual installments and accrued interest will be due until the loan matures on June 30, 2028. In October 2020, the Company borrowed an additional €0.2 million (approximately $0.2 million at December 31, 2020), net of transaction costs of approximately €19,000 (approximately $23,000 at December 31, 2020). The additional borrowings under the loan had the same terms and repayment schedule as the December 2019 loan. RIF Shareholders Loan In August 2020, as part of the RIF financing transaction (see Note 11), the Company entered into a loan agreement with the shareholders of RIF. Borrowings under the loan totaled €14.5 million (approximately $17.8 million at December 31, 2020), net of transaction costs of €0.5 million (approximately $0.6 million at December 31, 2020), and the loan bears interest at 6.35% per annum. The Company is required to make payments of interest only on borrowings under the loan agreement on an annual basis starting December 31, 2020 and through and including December 30, 2022 (the interest only termination date), after which payments of principal in equal annual installments and accrued interest will be due until the loan matures on December 31, 2030. If either party exercises its call option or put option on the equity investment as part of the RIF Transaction, the unpaid principal and accrued interest as of that date must be paid by the Company. UniCredit Loan In November 2020, the Company entered into a loan agreement with UniCredit. Borrowings under the loan totaled €4.9 million (approximately $6.0 million at December 31, 2020), net of transaction costs and discounts of €0.1 million (approximately $0.1 million at December 31, 2020), and the loan bears interest at 2.12% per annum. The Company is required to make payments of principal and accrued interest on a semiannual basis starting December 10, 2021 until the loan matures on December 10, 2027. PPP Loan On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted to, amongst other provisions, provide emergency assistance for individuals, families and businesses affected by the COVID-19 pandemic. The CARES Act includes a Paycheck Protection Program (“PPP”) administered through the Small Business Association (“SBA”). Under the PPP, beginning April 3, 2020, small businesses and other entities and individuals could apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. In April 2020, the Company issued a promissory note to Silicon Valley Bank, pursuant to which it received loan proceeds of $0.3 million (the “PPP Loan”) provided under the PPP established under the CARES Act and guaranteed by the U.S. Small Business Administration. In November 2020, the Company was notified by Silicon Valley Bank that the PPP Loan had been fully forgiven by the SBA and there is no remaining balance on its account. The Company recognized income of $0.3 million in other income on the consolidated statements of operations during the year ended December 31, 2020, for debt extinguishment pursuant to ASC 470, Debt Future principal payments in connection to debt outstanding as of December 31, 2020 are as follows (in thousands): 2021 $ 313 2022 2,360 2023 4,683 2024 4,706 2025 4,539 Thereafter 18,486 $ 35,087 |
Warrants_2_3_4
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Warrants | ||
Warrants | 13. Warrants Summary of Outstanding Warrants The following represents a summary of the warrants outstanding at September 30, 2021: Number of Shares Issued Classification Exercisable for Issuable August 2013 Liability Series A‑4 redeemable convertible preferred stock (“Series A‑4”) 708,493 October 2020 Equity Common stock 522,009 The following represents a summary of the warrants outstanding at December 31, 2020: Number of Shares Issued Classification Exercisable for Issuable April 2011 Liability Series A‑1 redeemable convertible preferred stock (“Series A‑1”) 74,784 June 2012 Liability Series A‑3 redeemable convertible preferred stock (“Series A‑3”) 238,189 August 2013 Liability Series A ‑ 4 708,493 October 2020 Equity Common stock 522,009 Warrants Issued in Connection with 2008 Loan Agreement In April 2011, in connection with an amendment to the 2008 Loan, the Company issued a warrant to purchase shares of Series A-1 at an exercise price equal to the lower of $4.44 per share or the price per share received in the first sale of shares of the Company’s stock resulting in at least $5.0 million gross proceeds to the Company. The warrant is exercisable for the number of shares of Series A-1 equal to the quotient of $0.3 million divided by the exercise price of the warrant. Following the issuance of Series A-5 redeemable convertible preferred stock (“Series A-5”) in March 2015 (see Note 14) the warrant became exercisable for 74,784 shares of Series A-1 at an exercise price of $4.44. The warrant terminates upon the earlier of (i) April 27, 2021, (ii) three years after the effective date of an initial public offering or (iii) a sale of the Company. The warrant liability is remeasured at each reporting date with increases or decreases in the fair value being recorded in the consolidated statements of operations. The fair value of the warrants was $0.6 million at December 31, 2020. In April 2021, the Company issued 52,222 shares of Series A-1 upon the net exercise of the remaining outstanding warrants. The warrants exercised had an aggregate fair value of $0.9 million on the date of exercise. No Series A-1 warrants remained outstanding as of September 30, 2021. Series A-3 Warrants In June 2012, in connection with an amendment to the Master Agreement and Patent and License Assignment Agreement with One (see Note 11), in exchange for the right to expand the field use of the intellectual property purchased, the Company issued fully vested warrants to purchase 238,189 shares of Series A-3 at an exercise price of $0.04 per share. The warrant is subject to automatic exercise upon a deemed liquidation event, as defined, in the Company’s Restated Certification of Incorporation. The warrants expire in June 2022. The fair value of the warrants was $0.7 million at the date of issuance and was recorded as a research and development expense, and a corresponding warrant liability was recorded as a component of other non- current liabilities. The warrant liability is remeasured at each reporting date with increases or decreases in the fair value being recorded in the consolidated statements of operations. The fair value of the warrants was $2.9 million at December 31, 2020. In March 2021, the Company issued 238,189 shares of Series A-3 upon the exercise of the remaining outstanding warrants. The warrants exercised had an aggregate fair value of $3.0 million on the date of exercise. No Series A-3 warrants remained outstanding as of September 30, 2021. Series A-4 Warrants In August 2013, in connection with the issuance of Series A-4, the Company issued contingent warrants to purchase 719,670 shares of Series A-4 at an exercise price of $0.04 per share. Such warrants were issuable if the Company did not sell shares of its common stock in a firm commitment underwritten public offering on or before February 15, 2015 or if the Company was liquidated, dissolved, wound up or closes a deemed liquidation event prior to an IPO. The warrants were issued in February 2015 when the contingencies were not met. The warrants expire in August 2023. The fair value of the warrants was $1.7 million at the date of issuance and was recorded as a research and development expense, and a corresponding warrant liability was recorded as a component of other non- current liabilities. The warrant liability is remeasured at each reporting date with increases or decreases in the fair value being recorded in the consolidated statements of operations. As of September 30, 2021 and December 31, 2020, 708,493 warrants remained outstanding with an aggregate fair value of $17.5 million and $8.6 million, respectively. Series 3 Growth Warrants In June 2019, in connection with the terms of the amended and restated master agreement between the Company and One, the Company agreed to issue to One a warrant for redeemable convertible preferred stock equivalent to 2.7% of the shares of capital stock outstanding on an as converted basis within 30 days of the completion of a future equity financing that results in at least $50.0 million in gross proceeds with an exercise price equal to the issuance price of the future equity financing (see Note 11). Due to the fact that the settlement value was dependent on something other than the fair value of the issuer’s equity shares, ASC 480 — Distinguishing Liabilities from Equity In December 2019, the Company entered into the Series 3 & 4 Growth Preferred Stock Purchase Agreement (the “Series 3 & 4 Growth Agreement”), under which, it closed a $50.0 million equity financing round for Series 3 Growth (see Note 11) and the warrant became issuable for 478,828 shares of Series 3 Growth. In October 2020, the Company and One amended the terms of the amended and restated master agreement which resulted in the Company being relieved from its obligation to issue the warrants for Series 3 Growth in exchange for the delivery of warrants to common stock, a contingent call option and contingent consideration of the commercial milestone (see Note 11). Series 4 Growth Options Pursuant to the Series 3 & 4 Growth Agreement, Series 3 Growth shareholders were given the right, but not the obligation, to purchase shares of Series 4 Growth at a purchase price of $20.72, within one year of the Series 3 Growth initial closing in December 2019 (the “Series 4 Growth Options”). In conjunction with the 2,973,270 shares of Series 3 Growth issued during the Series 3 Growth initial closing, the Company issued 2,419,573 Series 4 Growth Options. During the year ended December 31, 2020, the Company issued an additional 2,845,625 shares of Series 3 Growth to current and new investors, resulting in the issuance of an additional 2,371,812 Series 4 Growth Options. The Series 4 Growth Options were evaluated under ASC 480 — Distinguishing Liabilities from Equity Common Stock Warrants In October 2020, in connection with the 2020 One Amendment (see Note 11), the Company granted certain shareholders of One warrants to purchase 522,009 shares of the Company’s common stock. The Company accounted for the common stock warrants under ASC 815, Derivatives and Hedging | 13. Warrants Summary of Outstanding Warrants The following represents a summary of the warrants outstanding at December 31, 2020: Number of Shares Issued Classification Exercisable for Issuable April 2011 Liability Series A-1 redeemable convertible preferred stock (“Series A-1”) 74,784 June 2012 Liability Series A-3 redeemable convertible preferred stock (“Series A-3”) 238,189 August 2013 Liability Series A-4 redeemable convertible preferred stock (“Series A-4”) 708,493 October 2020 Equity Common stock 522,009 The following represents a summary of the warrants outstanding at December 31, 2019: Number of Shares Issued Classification Exercisable for Issuable April 2011 Liability Series A-1 74,784 June 2012 Liability Series A-3 238,189 August 2013 Liability Series A-4 719,670 December 2019 (1) Liability Series 3 Growth redeemable convertible preferred stock (“Series 3 Growth”) 478,828 December 2019 (2) Liability Series 4 Growth redeemable convertible preferred stock (“Series 4 Growth”) 2,419,573 (1) The Company had an obligation to issue such warrants to One under the amended and restated master agreement as of December 31, 2019 (see Note 11). (2) Options of holders of Series 3 Growth redeemable convertible preferred stock to purchase shares of Series 4 Growth redeemable convertible preferred stock. Warrants Issued in Connection with 2008 Loan Agreement In April 2011, in connection with an amendment to the 2008 Loan, the Company issued a warrant to purchase shares of Series A-1 at an exercise price equal to the lower of $4.44 per share or the price per share received in the first sale of shares of the Company’s stock resulting in at least $5.0 million gross proceeds to the Company. The warrant is exercisable for the number of shares of Series A-1 equal to the quotient of $0.3 million divided by the exercise price of the warrant. Following the issuance of Series A-5 redeemable convertible preferred stock (“Series A-5”) in March 2015 (see Note 14) the warrant became exercisable for 74,784 shares of Series A-1 at an exercise price of $4.44. The warrant terminates upon the earlier of (i) April 27, 2021, (ii) three years after the effective date of an initial public offering or (iii) a sale of the Company. The warrant liability is remeasured at each reporting date with increases or decreases in the fair value being recorded in the consolidated statements of operations. The fair value of the warrants was $0.6 million and $0.5 million at December 31, 2020 and 2019, respectively. Such warrants remain outstanding at December 31, 2020. Series A-3 Warrants In June 2012, in connection with an amendment to the Master Agreement and Patent and License Assignment Agreement with One (see Note 11), in exchange for the right to expand the field use of the intellectual property purchased, the Company issued fully vested warrants to purchase 238,189 shares of Series A-3 at an exercise price of $0.04 per share. The warrant is subject to automatic exercise upon a deemed liquidation event, as defined, in the Company’s Restated Certification of Incorporation. The warrants expire in June 2022. The fair value of the warrants was $0.7 million at the date of issuance and was recorded as a research and development expense, and a corresponding warrant liability was recorded as a component of other non-current liabilities. The warrant liability is remeasured at each reporting date with increases or decreases in the fair value being recorded in the consolidated statements of operations. The fair value of the warrants was $2.9 million and $2.5 million at December 31, 2020 and 2019, respectively. Such warrants remain outstanding at December 31, 2020. Series A-4 Warrants In August 2013, in connection with the issuance of Series A-4, the Company issued contingent warrants to purchase 719,670 shares of Series A-4 at an exercise price of $0.04 per share. Such warrants were issuable if the Company did not sell shares of its common stock in a firm commitment underwritten public offering on or before February 15, 2015 or if the Company was liquidated, dissolved, wound up or closes a deemed liquidation event prior to an IPO. The warrants were issued in February 2015 when the contingencies were not met. The warrants expire in August 2023. The fair value of the warrants was $1.7 million at the date of issuance and was recorded as a research and development expense, and a corresponding warrant liability was recorded as a component of other non-current liabilities. The warrant liability is remeasured at each reporting date with increases or decreases in the fair value being recorded in the consolidated statements of operations. In October 2020, the Company issued 11,177 shares of Series A-4 upon the exercise of the associated warrants. The warrants exercised had an aggregate fair value of $0.1 million on the date of exercise. As of December 31, 2020 and 2019, 708,493 and 719,670 warrants remained outstanding, respectively, with an aggregate fair value of $8.6 million and $7.7 million, respectively. Series 3 Growth Warrants In June 2019, in connection with the terms of the amended and restated master agreement between the Company and One, the Company agreed to issue to One a warrant for redeemable convertible preferred stock equivalent to 2.7% of the shares of capital stock outstanding on an as converted basis within 30 days of the completion of a future equity financing that results in at least $50.0 million in gross proceeds with an exercise price equal to the issuance price of the future equity financing (see Note 11). Due to the fact that the settlement value was dependent on something other than the fair value of the issuer’s equity shares, ASC 480 — Distinguishing Liabilities from Equity In December 2019, the Company entered into the Series 3 & 4 Growth Preferred Stock Purchase Agreement (the “Series 3 & 4 Growth Agreement”), under which, it closed a $50.0 million equity financing round for Series 3 Growth (see Note 11) and the warrant became issuable for 478,828 shares of Series 3 Growth. In October 2020, the Company and One amended the terms of the amended and restated master agreement which resulted in the Company being relieved from its obligation to issue the warrants for Series 3 Growth in exchange for the delivery of warrants to common stock, a contingent call option and contingent consideration of the commercial milestone (see Note 11). The warrant liability relating to the obligation to issue Series 3 Growth warrants was adjusted to its extinguishment date fair value of Series 4 Growth Options Pursuant to the Series 3 & 4 Growth Agreement, Series 3 Growth shareholders were given the right, but not the obligation, to purchase shares of Series 4 Growth at a purchase price of $20.72, within one year of the Series 3 Growth initial closing in December 2019 (the “Series 4 Growth Options”). In conjunction with the 2,973,270 shares of Series 3 Growth issued during the Series 3 Growth initial closing, the Company issued 2,419,573 Series 4 Growth Options. During the year ended December 31, 2020, the Company issued an additional 2,845,625 shares of Series 3 Growth to current and new investors, resulting in the issuance of an additional 2,371,812 Series 4 Growth Options. The Series 4 Growth Options were evaluated under ASC 480 — Distinguishing Liabilities from Equity Common Stock Warrants In October 2020, in connection with the 2020 One Amendment (see Note 11), the Company granted certain shareholders of One warrants to purchase 522,009 shares of the Company’s common stock. The Company accounted for the common stock warrants under ASC 815, Derivatives and Hedging |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Redeemable Convertible Preferred Stock | ||
Redeemable Convertible Preferred Stock | 14. Redeemable Convertible Preferred Stock Redeemable convertible preferred stock consisted of the following at September 30, 2021 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A‑1 1,711,755 1,689,193 7,505 $ 7,113 1,689,193 Series A‑2 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A‑3 1,730,874 1,730,874 5,188 7,460 1,730,874 Series A‑4 2,159,022 1,450,529 4,347 2,602 1,450,529 Series A‑5 1,977,114 1,977,114 24,539 49,151 1,977,114 Series Growth 2,538,274 2,538,274 31,500 63,381 2,538,274 Series 2 Growth 2,370,803 2,370,803 30,370 59,223 2,370,803 Series 3 Growth 6,308,529 5,818,895 100,492 164,733 5,818,895 Total 19,957,625 18,736,936 $ 206,971 $ 356,696 18,736,936 Redeemable convertible preferred stock consisted of the following at December 31, 2020 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A‑1 1,711,755 1,636,971 7,273 $ 6,176 1,636,971 Series A‑2 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A‑3 1,730,874 1,492,685 4,474 4,463 1,492,685 Series A‑4 2,159,022 1,450,529 5,473 2,602 1,450,529 Series A‑5 1,977,114 1,977,114 24,536 24,991 1,977,114 Series Growth 2,538,274 2,538,274 31,500 32,763 2,538,274 Series 2 Growth 2,370,803 2,370,803 30,370 30,684 2,370,803 Series 3 Growth 6,308,529 5,818,895 150,768 108,813 5,818,895 Total 19,957,625 18,446,525 $ 257,424 $ 213,525 18,446,525 Series A-1 In April 2011, the Company issued units comprised of 1,636,971 shares of Series A-1 and 1,636,971 shares of common stock upon the conversion of $3.2 million of outstanding principal and accrued interest related to convertible notes issued in 2009 and 2010 and $0.4 million of deferred interest related to the 2008 Loan. The conversion was based on an issuance price of $4.44 per unit, whereby each unit is comprised of one share of Series A-1 and one share of common stock. In April 2021, the Company issued 52,222 shares of Series A-1 upon the net exercise of the Series A-1 warrants. The warrants exercised had an aggregate fair value of $0.9 million on the date of exercise. Series A-2 In May 2011, the Company issued: ● 409,440 shares of Series A-2 at an issuance price of $2.61 per share, resulting in gross proceeds of $1.1 million. ● 284,249 shares of Series A-2 upon conversion of $0.6 million outstanding principal and accrued interest on convertible notes issued in 2011 at a conversion price of $1.96 per share, recorded at the fair value of Series A-2 issued of $0.7 million. ● 191,625 shares of Series A-2 upon conversion of $0.5 million of deferred interest related to the 2008 Loan, based on an issuance price of $2.61 per share. In addition, in May 2011, the Company entered into an agreement with PureTech Health LLC (“PureTech”) to issue a total of 275,940 shares of Series A-2 in exchange for management and consulting services (see Note 20). The fair value of the services was not readily determinable and, accordingly, the initial carrying value of Series A-2 issued in exchange for services was equal to the then-current fair value of the Series A-2 of $0.7 million, based on the Series A-2 issuance price of $2.61 per share. Series A-3 In June 2012, the Company issued 1,017,648 shares of Series A-3 at an issuance price of $3.00 per share resulting in gross proceeds of $3.1 million and the Company incurred issuance costs of approximately $10,000. In June 2012, the Company issued 219,792 shares of Series A-3 upon conversion of $0.7 million of outstanding principal and accrued interest related to a promissory note issued in 2012 at an issuance price of $3.00 per share and 255,245 shares of Series A-3 upon the conversion of $0.7 million of outstanding principal and accrued interest related to a bridge loan issued in 2012 at $2.85 per share. In March 2021, the Company issued 238,189 shares of Series A-3 upon the exercise of the Series A-3 warrants. The warrants exercised had an aggregate fair value of $3.0 million on the date of exercise. Series A-4 In August 2013, the Company issued 1,439,352 equity units, each consisting of (i) one share of Series A-4 with a contingently issuable warrant to purchase 50% of one share of Series A-4 and (ii) one share of common stock of the LLC with a contingently issuable warrant to purchase 50% of one share of common stock of the LLC, for $3.00 per unit, resulting in proceeds of $4.3 million, net of issuance costs of approximately $11,000. The Company determined that the warrants to purchase shares of Series A-4 met the criteria for classification as a liability and were to be accounted for at fair value (see Note 13). Accordingly, the proceeds from the sale of the equity units were first allocated to the Series A-4 warrants at their fair value at issuance of $1.7 million, with the residual proceeds allocated to the Series A-4, the LLC common stock and the LLC common warrants based on their relative fair values of $2.5 million, $0.1 million and $0.1 million, respectively. In October 2020, the Company issued 11,177 shares of Series A-4 upon the exercise of the Series A-4 warrants. The warrants exercised had an aggregate fair value of $0.1 million on the date of exercise. Series A-5 In March 2015, the Company issued 1,450,265 shares of Series A-5 at an issuance price of $12.41 per share resulting in gross proceeds of $18.0 million and the Company incurred issuance costs of $0.1 million. In conjunction with the financing, approximately $4.3 million of outstanding principal and accrued interest on the 2014 Bridge Notes converted to 492,900 shares of Series A-5 at a conversion price of $8.69. In a subsequent and final closing in April 2015, the Company issued 33,949 shares of Series A-5 at an issuance price of $12.41 per share resulting in gross proceeds of $0.4 million. Series Growth In December 2015, the Company issued 2,538,274 shares of Series Growth to current and new investors at an issuance price of $12.41 per share resulting in gross proceeds of $31.5 million and the Company incurred issuance costs of $0.1 million. Series 2 Growth In February 2018, the Company entered into the Series 2 Growth Preferred Stock Purchase Agreement with current investors (the “Series 2 Growth Initial Purchasers”). In the February 2018 closing, the Series 2 Growth Initial Purchasers purchased 780,640 shares of Series 2 Growth at an issuance price of $12.81 resulting in gross proceeds of $10.0 million and the Company incurred issuance costs of $0.2 million. The Series 2 Growth Initial Purchasers also agreed to purchase up to 1,561,280 additional Series 2 Growth shares for aggregate proceeds of $20.0 million in subsequent closings (the “Series 2 Growth Tranche Rights”) at $12.81 per share as specified under the agreement. The fair value of the Series 2 Growth on the date of issuance was determined to be $13.80 per share based on an independent third-party valuation. The Series 2 Growth Tranche Rights were evaluated under ASC 480 — Distinguishing Liabilities from Equity In June 2018, additional current investors (“Series 2 Growth Subsequent Purchasers”) entered into the Series 2 Growth Preferred Stock Purchase Agreement. In the June 2018 closing, the Series 2 Growth Subsequent Purchasers purchased 9,269 shares of Series 2 Growth resulting in gross proceeds of $0.1 million and the Company incurred issuance costs of approximately $6,000. The Series 2 Growth Subsequent Purchasers also agreed to purchase up to 19,254 additional Series 2 Growth shares for aggregate proceeds of $0.2 million in subsequent closings alongside the Series 2 Growth Initial Purchasers. In September 2018, under the Series 2 Growth Tranche Rights, the Company issued 390,320 shares of Series 2 Growth to the Series 2 Growth Initial Purchasers and Subsequent Purchasers resulting in gross proceeds of $5.0 million and incurring issuance costs of approximately $7,000. In December 2018, under the Series 2 Growth Tranche Rights, the Company issued 390,320 shares of Series 2 Growth to the Series 2 Growth Initial Purchasers and Subsequent Purchasers resulting in gross proceeds of $5.0 million. No issuance costs were incurred in conjunction with this issuance. In April 2019, under the Series 2 Growth Tranche Rights, the Company issued 390,320 shares of Series 2 Growth to the Series 2 Growth Initial Purchasers and Subsequent Purchasers resulting in gross proceeds of $5.0 million. No issuance costs were incurred in conjunction with this issuance. The fair value of the Series 2 Growth Tranche Rights liability was revalued to its estimated fair value of $1.1 million, resulting in income of $0.3 million during the year ended December 31, 2019. The April 2019 tranche issuance resulted in the settlement of $0.7 million of Tranche Rights. Subsequently in April 2019, the Company amended the Series 2 Growth stock purchase agreement to accelerate the remaining tranche rights under the original agreement. The Company issued 409,574 shares of Series 2 Growth to the Series 2 Growth Initial Purchasers and Subsequent Purchasers resulting in gross proceeds of $5.2 million. No issuance costs were incurred in conjunction with this issuance. The fair value of the Series 2 Growth Tranche Rights liability was revalued to its estimated fair value of $1.8 million, resulting in a loss of $0.8 million during the year ended December 31, 2018. The second April 2019 tranche issuance was the final Series 2 Growth tranche closing and resulted in the settlement of the remaining $1.8 million of Series 2 Growth Tranche Rights. Series 3 Growth In December 2019, the Company entered into the Series 3 Growth Preferred Stock Purchase Agreement with current and new investors (the “Series 3 Growth Initial Purchasers”). In the December 2019 closing, the Series 3 Growth Initial Purchasers purchased 2,269,831 shares of Series 3 at an issuance price of $17.27 per share, resulting in gross proceeds of $39.2 million and incurred issuance costs of $0.3 million. In conjunction with the closing, the Company issued 703,439 shares of Series 3 Growth upon conversion of the 2019 Bridge Notes, which had an estimated fair value of $12.1 million at the time of conversion (see Note 12). As part of the Series 3 & 4 Growth Agreement certain Series 3 Growth Initial Purchasers agreed to purchase, 775,911 additional Series 3 Growth shares at $17.27 per share for aggregate proceeds of $13.4 million in subsequent closings (the “Series 3 Growth Tranche Rights”). The fair value of the Series 3 Growth on the date of issuance was determined by the Company to be $17.09 per share with the assistance of a third-party valuation specialist. The Series 3 Growth Tranche Rights were evaluated under ASC 480 — Distinguishing Liabilities from Equity At the date of the December 2019 issuance, $0.4 million of the Series 3 Growth proceeds was allocated to the Series 3 Growth Tranche Rights liability, which was recorded as a current liability in the accompanying consolidated balance sheets. The Company also recognized approximately $6,000 of other expense for issuance costs related to the Tranche Rights in the accompanying consolidated statement of operations. In April 2020, the Company issued 818,990 shares of Series 3 Growth resulting in gross proceeds of $14.1 million and incurring issuance costs of approximately $26,000. The issuance included 775,911 shares under the Series 3 Growth Tranche Rights. The Series 3 Growth Tranche Rights liability was remeasured to its estimated fair value immediately prior to settlement, resulting in $0.3 million of income being recorded in the consolidated statements of operations. The tranche issuance was the final Series 3 Growth tranche closing and resulted in the settlement of the remaining $0.1 million of Series 3 Growth Tranche Rights. In June 2020, the Company issued 1,158,077 shares of Series 3 Growth to CMS in conjunction with the CMS Bridging DMCC Licensing, Collaboration, and Investing Agreements (see Note 5) resulting in gross proceeds of $20.0 million and incurring issuance costs of $0.2 million. In August 2020, the Company issued 868,558 shares of Series 3 Growth resulting in gross proceeds of $15.0 million and incurring issuance costs of $0.1 million. Redeemable Convertible Preferred Stock Rights and Preferences On December 2, 2019, the Company filed its Twelfth Amended and Restated Certificate of Incorporation which amended the terms of the Company’s redeemable convertible preferred stock to designate Series A-1, Series A-2, Series A-3 and Series A-4 as Junior Preferred Stock, collectively, and Series A-5, Series Growth, Series 2 Growth, Series 3 Growth and Series 4 Growth as Senior Preferred, collectively, and together with the Junior Preferred, the Series Preferred. In addition, the Twelfth Amended and Restated Certificate of Incorporation designated Series Growth and Series 2 Growth as Junior Growth Preferred, collectively, and Series 3 Growth and Series 4 Growth as Senior Growth Preferred, collectively. Voting The holders of Series Preferred have full voting rights and powers equal to the rights and powers of holders of shares of common stock, with respect to any matters upon which holders of shares of common stock have the right to vote. Holders of Series Preferred are entitled to the number of votes equal to the number of whole shares of common stock into which such share of Series Preferred could be converted at the record date for determination of the stockholders entitled to vote on such matters. Holders of record of the shares of common stock and preferred stock, voting together as a single class, are entitled to elect the directors of the Company. Dividends Liquidation Preference Prepayment Dividends On June 27, 2012, the terms of the Series Preferred were amended. An 8% non-cumulative dividend payable when and if declared by the Board was replaced with a liquidation preference prepayment dividend (“Liquidation Preference Prepayment Dividend”). The Senior Growth Preferred Stock rank senior to the Junior Growth Preferred Stock, which rank senior to the Series A-5, which rank senior to the Junior Series Preferred Stock in the event of a Liquidation Preference Prepayment Dividend. The Board of Directors, which is controlled by Series 3 Growth holders as of September 30, 2021, may elect to declare of the above designations of Series Preferred, one or more dividends equal to the liquidation preference of such shares, or any portion thereof, to the holders of such shares. If a liquidation preference prepayment dividend is paid, it would reduce the liquidation preference payable to the respective Series Preferred holders upon liquidation or deemed liquidation. Dividends subsequent to Liquidation Preference Prepayment Dividend After Liquidation Preference Prepayment Dividends have been paid in full and after the holders of common stock have received aggregate dividends per share equal to the lowest per share Liquidation Preference Prepayment Dividend, then the holders of Series Preferred will participate in any dividends declared on a pro rata basis with common stock. Liquidation Preference The Senior Growth Preferred Stock rank senior to the Junior Growth Preferred Stock, which rank senior to the Series A-5, which rank senior to the Junior Series Preferred Stock, which rank senior to Company’s common stock in the event of liquidation dissolution or winding-up of the Company. In the event of any liquidation, dissolution or winding-up of the Company, the holders of Senior Growth Preferred shall be entitled to receive, prior to any distributions being made to Junior Growth Preferred, Series A-5, Junior Preferred and common stock, an amount per share equal to one and one-half times (1.5x) the original issuance price ($17.27 and $20.72 per share for Series 3 Growth and Series 4 Growth, respectively) less any Liquidation Preference Prepayment Dividend paid for such shares of Senior Growth Preferred, plus any dividends declared but unpaid. If upon liquidation, dissolution or winding up of the Company, the assets available for distribution are insufficient to pay the Senior Growth Preferred the full amount to which they are entitled, the holders of Senior Growth Preferred share ratably in any distribution of the assets. After payment to holders of the Senior Growth Preferred, the Junior Growth Preferred, Series A-5, and Junior Series Preferred, each shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of a lower ranking designation of stock an amount per share equal to the greater of (i) the applicable original issue price ($12.81, $12.41, $12.41, $3.77, $3.00, $2.61, and $4.44 per share for Series 2 Growth, Series Growth, Series A-5, Series A-4, Series A-3, Series A-2, and Series A-1, respectively), less any Liquidation Preference Prepayment Dividend paid for such shares of the respective designation of stock, plus any dividends declared but unpaid, or (ii) such amount per share as would have been payable had all shares of Series Preferred been converted into common stock immediately prior to such liquidation, dissolution or winding up, less any Liquidation Preference Prepayment Dividend paid for such shares of the respective designation of stock and after giving effect to any other applicable Liquidation Preference Prepayment Dividend. If upon liquidation, dissolution or winding up of the Company, the assets available for distribution are insufficient to pay the holders of a particular designation of stock the full amount to which they are entitled, the holders of the particular designation of stock share ratably in any distribution of the assets. In the event of any liquidation, dissolution or winding-up of the Company, after the Series Preferred liquidation payments have been made, the remaining assets for distribution shall be distributed among the holders of the Senior Growth Preferred and common stock pro rata based on the number of shares held by each Senior Growth Preferred and common stockholder, treating for this purpose all such securities as if they had converted to common stock. Redemption Modification of Senior Preferred Stock terms On February 28, 2018, the terms of the Senior Series Preferred were amended to add a redemption feature provided to holders of the Senior Preferred Stock. Shares of Senior Preferred Stock shall be redeemed by the Company, upon an elective redemption request by the investors on or after February 28, 2025, at a price equal to the greater of i) the conversion price per share, plus all declared but unpaid dividends thereon, and ii) the fair market value of a single share of each applicable series of Senior Preferred. Outstanding shares of Senior Preferred Stock shall be accreted to the redemption value at each reporting period, with the offset recorded to additional paid-in capital in the accompanying consolidated balance sheets. On December 2, 2019, the redemption date was amended to December 2, 2026. Conversion Each share of Series Preferred is convertible at the option of the holder at any time after issuance into the number of fully paid and nonassessable shares of common stock as determined by dividing the original issue price of each series of preferred stock by the conversion price of each series in effect at time of the conversion. The initial conversion price is the respective original issue price, subject to adjustment in accordance with the antidilution provisions of each series. Each Series Preferred will subject to automatic conversion into common stock in the event of either (i) a qualified initial public offering that results in minimum gross proceeds to the Company of $50.0 million and a price of at least $17.27 per share, or (ii) at the election of the holders of a majority of the then outstanding Series Preferred. Each share of Series Preferred will be automatically converted into one share of common stock at the then effective conversion rate, provided however that in the event of a qualified initial public offering, the holders of the Senior Growth Preferred Stock will be entitled to receive additional shares of common stock equal to one and one-half times (1.5x) the original issue price of the Senior Growth Preferred divided by the price per share of common stock offered in such initial public offering. Series A-3 may only be converted at the election of the holders of a majority of the then outstanding Series A-3 and the Board of Directors in its sole discretion if the conversion occurs following the payment in full of the Series Preferred Liquidation Preference Payment. As of September 30, 2021, none of the outstanding shares of Series Preferred were converted into common stock. | 14. Redeemable Convertible Preferred Stock Redeemable convertible preferred stock consisted of the following at December 31, 2020 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A-1 1,711,755 1,636,971 7,273 $ 6,176 1,636,971 Series A-2 redeemable convertible preferred stock (“Series A-2”) 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A-3 1,730,874 1,492,685 4,474 4,463 1,492,685 Series A-4 2,159,022 1,450,529 5,473 2,602 1,450,529 Series A-5 1,977,114 1,977,114 24,536 24,991 1,977,114 Series Growth redeemable convertible preferred stock (“Series Growth”) 2,538,274 2,538,274 31,500 32,763 2,538,274 Series 2 Growth redeemable convertible preferred stock (“Series 2 Growth”) 2,370,803 2,370,803 30,370 30,684 2,370,803 Series 3 Growth 6,308,529 5,818,895 150,768 108,813 5,818,895 Total 19,957,625 18,446,525 $ 257,424 $ 213,525 18,446,525 Redeemable convertible preferred stock consisted of the following at December 31, 2019 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A-1 1,711,755 1,636,971 $ 7,273 $ 6,176 1,636,971 Series A-2 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A-3 1,730,874 1,492,685 4,474 4,463 1,492,685 Series A-4 2,159,022 1,439,352 5,430 2,466 1,439,352 Series A-5 1,977,114 1,977,114 24,536 24,536 1,977,114 Series Growth 2,538,274 2,538,274 31,500 31,500 2,538,274 Series 2 Growth 2,370,803 2,370,803 30,370 30,370 2,370,803 Series 3 Growth 5,355,049 2,973,270 77,037 51,348 2,973,270 Total 19,004,145 15,589,723 $ 183,650 $ 153,892 15,589,723 Series A-1 In April 2011, the Company issued units comprised of 1,636,971 shares of Series A-1 and 1,636,971 shares of common stock upon the conversion of $3.2 million of outstanding principal and accrued interest related to convertible notes issued in 2009 and 2010 and $0.4 million of deferred interest related to the 2008 Loan. The conversion was based on an issuance price of $4.44 per unit, whereby each unit is comprised of one share of Series A-1 and one share of common stock. Series A-2 In May 2011, the Company issued: ● 409,440 shares of Series A-2 at an issuance price of $2.61 per share, resulting in gross proceeds of $1.1 million. ● 284,249 shares of Series A-2 upon conversion of $0.6 million outstanding principal and accrued interest on convertible notes issued in 2011 at a conversion price of $1.96 per share, recorded at the fair value of Series A-2 issued of $0.7 million. ● 191,625 shares of Series A-2 upon conversion of $0.5 million of deferred interest related to the 2008 Loan, based on an issuance price of $2.61 per share. In addition, in May 2011, the Company entered into an agreement with PureTech Health LLC (“PureTech”) to issue a total of 275,940 shares of Series A-2 in exchange for management and consulting services (see Note 20). The fair value of the services was not readily determinable and, accordingly, the initial carrying value of Series A-2 issued in exchange for services was equal to the then-current fair value of the Series A-2 of $0.7 million, based on the Series A-2 issuance price of $2.61 per share. Series A-3 In June 2012, the Company issued 1,017,648 shares of Series A-3 at an issuance price of $3.00 per share resulting in gross proceeds of $3.1 million and the Company incurred issuance costs of approximately $10,000. In June 2012, the Company issued 219,792 shares of Series A-3 upon conversion of $0.7 million of outstanding principal and accrued interest related to a promissory note issued in 2012 at an issuance price of $3.00 per share and 255,245 shares of Series A-3 upon the conversion of $0.7 million of outstanding principal and accrued interest related to a bridge loan issued in 2012 at $2.85 per share. Series A-4 In August 2013, the Company issued 1,439,352 equity units, each consisting of (i) one share of Series A-4 with a contingently issuable warrant to purchase 50% of one share of Series A-4 and (ii) one share of common stock of the LLC with a contingently issuable warrant to purchase 50% of one share of common stock of the LLC, for $3.00 per unit, resulting in proceeds of $4.3 million, net of issuance costs of approximately $11,000 . The Company determined that the warrants to purchase shares of Series A-4 met the criteria for classification as a liability and were to be accounted for at fair value (see Note 13). Accordingly, the proceeds from the sale of the equity units were first allocated to the Series A-4 warrants at their fair value at issuance of In October 2020, the Company issued 11,177 shares of Series A-4 upon the exercise of the Series A-4 warrants. The warrants exercised had an aggregate fair value of $0.1 million on the date of exercise. Series A-5 In March 2015, the Company issued 1,450,265 shares of Series A-5 at an issuance price of $12.41 per share resulting in gross proceeds of $18.0 million and the Company incurred issuance costs of $0.1 million. In conjunction with the financing, approximately $4.3 million of outstanding principal and accrued interest on the 2014 Bridge Notes converted to Series Growth In December 2015, the Company issued 2,538,274 shares of Series Growth to current and new investors at an issuance price of $12.41 per share resulting in gross proceeds of $31.5 million and the Company incurred issuance costs of $0.1 million. Series 2 Growth In February 2018, the Company entered into the Series 2 Growth Preferred Stock Purchase Agreement with current investors (the “Series 2 Growth Initial Purchasers”). In the February 2018 closing, the Series 2 Growth Initial Purchasers purchased 780,640 shares of Series 2 Growth at an issuance price of $12.81 resulting in gross proceeds of $10.0 million and the Company incurred issuance costs of $0.2 million. The Series 2 Growth Initial Purchasers also agreed to purchase up to 1,561,280 additional Series 2 Growth shares for aggregate proceeds of $20.0 million in subsequent closings (the “Series 2 Growth Tranche Rights”) at $12.81 per share as specified under the agreement. The fair value of the Series 2 Growth on the date of issuance was determined to be $13.80 per share based on an independent third-party valuation. The Series 2 Growth Tranche Rights were evaluated under ASC 480 — Distinguishing Liabilities from Equity In June 2018, additional current investors (“Series 2 Growth Subsequent Purchasers”) entered into the Series 2 Growth Preferred Stock Purchase Agreement. In the June 2018 closing, the Series 2 Growth Subsequent Purchasers purchased 9,269 shares of Series 2 Growth resulting in gross proceeds of $0.1 million and the Company incurred issuance costs of approximately $6,000. The Series 2 Growth Subsequent Purchasers also agreed to purchase up to 19,254 additional Series 2 Growth shares for aggregate proceeds of $0.2 million in subsequent closings alongside the Series 2 Growth Initial Purchasers. In September 2018, under the Series 2 Growth Tranche Rights, the Company issued 390,320 shares of Series 2 Growth to the Series 2 Growth Initial Purchasers and Subsequent Purchasers resulting in gross proceeds of $5.0 million and incurring issuance costs of approximately $7,000. In December 2018, under the Series 2 Growth Tranche Rights, the Company issued 390,320 shares of Series 2 Growth to the Series 2 Growth Initial Purchasers and Subsequent Purchasers resulting in gross proceeds of $5.0 million. No issuance costs were incurred in conjunction with this issuance. In April 2019, under the Series 2 Growth Tranche Rights, the Company issued 390,320 shares of Series 2 Growth to the Series 2 Growth Initial Purchasers and Subsequent Purchasers resulting in gross proceeds of $5.0 million. No issuance costs were incurred in conjunction with this issuance. The fair value of the Series 2 Growth Tranche Rights liability was revalued to its estimated fair value of $1.1 million, resulting in income of $0.3 million during the year ended December 31, 2019. The April 2019 tranche issuance resulted in the settlement of $0.7 million of Tranche Rights. Subsequently in April 2019, the Company amended the Series 2 Growth stock purchase agreement to accelerate the remaining tranche rights under the original agreement. The Company issued 409,574 shares of Series 2 Growth to the Series 2 Growth Initial Purchasers and Subsequent Purchasers resulting in gross proceeds of $5.2 million. No issuance costs were incurred in conjunction with this issuance. The fair value of the Series 2 Growth Tranche Rights liability was revalued to its estimated fair value of $1.8 million, resulting in a loss of $0.8 million during the year ended December 31, 2018. The second April 2019 tranche issuance was the final Series 2 Growth tranche closing and resulted in the settlement of the remaining $1.8 million of Series 2 Growth Tranche Rights. Series 3 Growth In December 2019, the Company entered into the Series 3 Growth Preferred Stock Purchase Agreement with current and new investors (the “Series 3 Growth Initial Purchasers”). In the December 2019 closing, the Series 3 Growth Initial Purchasers purchased 2,269,831 shares of Series 3 at an issuance price of $17.27 per share, resulting in gross proceeds of $39.2 million and incurred issuance costs of $0.3 million. In conjunction with the closing, the Company issued 703,439 shares of Series 3 Growth upon conversion of the 2019 Bridge Notes, which had an estimated fair value of $12.1 million at the time of conversion (see Note 12). As part of the Series 3 & 4 Growth Agreement certain Series 3 Growth Initial Purchasers agreed to purchase, 775,911 additional Series 3 Growth shares at $17.27 per share for aggregate proceeds of $13.4 million in subsequent closings (the “Series 3 Growth Tranche Rights”). The fair value of the Series 3 Growth on the date of issuance was determined by the Company to be $17.09 per share with the assistance of a third-party valuation specialist. The Series 3 Growth Tranche Rights were evaluated under ASC 480 — Distinguishing Liabilities from Equity At the date of the December 2019 issuance, $0.4 million of the Series 3 Growth proceeds was allocated to the Series 3 Growth Tranche Rights liability, which was recorded as a current liability in the accompanying consolidated balance sheets. The Company also recognized approximately $6,000 of other expense for issuance costs related to the Tranche Rights in the accompanying consolidated statement of operations. In April 2020, the Company issued 818,990 shares of Series 3 Growth resulting in gross proceeds of $14.1 million and incurring issuance costs of approximately $26,000. The issuance included 775,911 shares under the Series 3 Growth Tranche Rights. The Series 3 Growth Tranche Rights liability was remeasured to its estimated fair value immediately prior to settlement, resulting in $0.3 million of income being recorded in the consolidated statements of operations. The tranche issuance was the final Series 3 Growth tranche closing and resulted in the settlement of the remaining $0.1 million of Series 3 Growth Tranche Rights. In June 2020, the Company issued 1,158,077 shares of Series 3 Growth to CMS in conjunction with the CMS Bridging DMCC Licensing, Collaboration, and Investing Agreements (see Note 10) resulting in gross proceeds of $20.0 million and incurring issuance costs of $0.2 million. In August 2020, the Company issued 868,558 shares of Series 3 Growth resulting in gross proceeds of $15.0 million and incurring issuance costs of $0.1 million. Redeemable Convertible Preferred Stock Rights and Preferences On December 2, 2019, the Company filed its Twelfth Amended and Restated Certificate of Incorporation which amended the terms of the Company’s redeemable convertible preferred stock to designate Series A-1, Series A-2, Series A-3 and Series A-4 as Junior Preferred Stock, collectively, and Series A-5, Series Growth, Series 2 Growth, Series 3 Growth and Series 4 Growth as Senior Preferred, collectively, and together with the Junior Preferred, the Series Preferred. In addition, the Twelfth Amended and Restated Certificate of Incorporation designated Series Growth and Series 2 Growth as Junior Growth Preferred, collectively, and Series 3 Growth and Series 4 Growth as Senior Growth Preferred, collectively. Voting The holders of Series Preferred have full voting rights and powers equal to the rights and powers of holders of shares of common stock, with respect to any matters upon which holders of shares of common stock have the right to vote. Holders of Series Preferred are entitled to the number of votes equal to the number of whole shares of common stock into which such share of Series Preferred could be converted at the record date for determination of the stockholders entitled to vote on such matters. Holders of record of the shares of common stock and preferred stock, voting together as a single class, are entitled to elect the directors of the Company. Dividends Liquidation Preference Prepayment Dividends On June 27, 2012, the terms of the Series Preferred were amended. An 8% non-cumulative dividend payable when and if declared by the Board was replaced with a liquidation preference prepayment dividend (“Liquidation Preference Prepayment Dividend”). The Senior Growth Preferred Stock rank senior to the Junior Growth Preferred Stock, which rank senior to the Series A-5, which rank senior to the Junior Series Preferred Stock in the event of a Liquidation Preference Prepayment Dividend. The Board of Directors, which is controlled by Series 3 Growth holders as of December 31, 2020, may elect to declare of the above designations of Series Preferred, one or more dividends equal to the liquidation preference of such shares, or any portion thereof, to the holders of such shares. If a liquidation preference prepayment dividend is paid, it would reduce the liquidation preference payable to the respective Series Preferred holders upon liquidation or deemed liquidation. Dividends subsequent to Liquidation Preference Prepayment Dividend After Liquidation Preference Prepayment Dividends have been paid in full and after the holders of common stock have received aggregate dividends per share equal to the lowest per share Liquidation Preference Prepayment Dividend, then the holders of Series Preferred will participate in any dividends declared on a pro rata basis with common stock. Liquidation Preference The Senior Growth Preferred Stock rank senior to the Junior Growth Preferred Stock, which rank senior to the Series A-5, which rank senior to the Junior Series Preferred Stock, which rank senior to Company’s common stock in the event of liquidation dissolution or winding-up of the Company. In the event of any liquidation, dissolution or winding-up of the Company, the holders of Senior Growth Preferred shall be entitled to receive, prior to any distributions being made to Junior Growth Preferred, Series A-5, Junior Preferred and common stock, an amount per share equal to one and one-half times (1.5x) the original issuance price ($17.27 and $20.72 per share for Series 3 Growth and Series 4 Growth, respectively) less any Liquidation Preference Prepayment Dividend paid for such shares of Senior Growth Preferred, plus any dividends declared but unpaid. If upon liquidation, dissolution or winding up of the Company, the assets available for distribution are insufficient to pay the Senior Growth Preferred the full amount to which they are entitled, the holders of Senior Growth Preferred share ratably in any distribution of the assets. After payment to holders of the Senior Growth Preferred, the Junior Growth Preferred, Series A- 5, and Junior Series Preferred, each shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of a lower ranking designation of stock an amount per share equal to the greater of (i) the applicable original issue price ( assets available for distribution are insufficient to pay the holders of a particular designation of stock the full amount to which they are entitled, the holders of the particular designation of stock share ratably in any distribution of the assets. In the event of any liquidation, dissolution or winding-up of the Company, after the Series Preferred liquidation payments have been made, the remaining assets for distribution shall be distributed among the holders of the Senior Growth Preferred and common stock pro rata based on the number of shares held by each Senior Growth Preferred and common stockholder, treating for this purpose all such securities as if they had converted to common stock. Redemption Modification of Senior Preferred Stock terms On February 28, 2018, the terms of the Senior Series Preferred were amended to add a redemption feature provided to holders of the Senior Preferred Stock. Shares of Senior Preferred Stock shall be redeemed by the Company, upon an elective redemption request by the investors on or after February 28, 2025, at a price equal to the greater of i) the conversion price per share, plus all declared but unpaid dividends thereon, and ii) the fair market value of a single share of each applicable series of Senior Preferred. Outstanding shares of Senior Preferred Stock shall be accreted to the redemption value at each reporting period, with the offset recorded to additional paid-in capital in the accompanying consolidated balance sheets. On December 2, 2019, the redemption date was amended to December 2, 2026. Conversion Each share of Series Preferred is convertible at the option of the holder at any time after issuance into the number of fully paid and nonassessable shares of common stock as determined by dividing the original issue price of each series of preferred stock by the conversion price of each series in effect at time of the conversion. The initial conversion price is the respective original issue price, subject to adjustment in accordance with the antidilution provisions of each series. Each Series Preferred will subject to automatic conversion into common stock in the event of either (i) a qualified initial public offering that results in minimum gross proceeds to the Company of $50.0 million and a price of at least $17.27 per share, or (ii) at the election of the holders of a majority of the then outstanding Series Preferred. Each share of Series Preferred will be automatically converted into one share of common stock at the then effective conversion rate, provided however that in the event of a qualified initial public offering, the holders of the Senior Growth Preferred Stock will be entitled to receive additional shares of common stock equal to one and one-half times (1.5x) the original issue price of the Senior Growth Preferred divided by the price per share of common stock offered in such initial public offering. Series A-3 may only be converted at the election of the holders of a majority of the then outstanding Series A-3 and the Board of Directors in its sole discretion if the conversion occurs following the payment in full of the Series Preferred Liquidation Preference Payment. As of December 31, 2020, none of the outstanding shares of Series Preferred were converted into common stock. |
Common Stock_2
Common Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Common Stock | ||
Common Stock | 15. Common Stock The holders of the common stock are entitled to one vote for each share of common stock. Subject to the payment in full of all preferential dividends to which the holders of the preferred stock are entitled, the holders of common stock shall be entitled to receive dividends out of funds legally available. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment or provision for payment of all debts and liabilities of the Company and all preferential amounts to which the holders of preferred stock are entitled with respect to the distribution of assets in liquidation, the holders of common stock shall be entitled to share ratably in the remaining assets of the Company available for distribution. At September 30, 2021 and December 31, 2020 common stock reserved for future issuance was as follows: At September 30, At December 31, 2021 2020 Common stock options outstanding 5,229,675 5,034,858 Conversion of all classes of redeemable convertible preferred stock 18,736,936 18,446,525 Issuances upon exercise of warrants to purchase Series A‑1, upon conversion to common warrants — 74,784 Issuances upon exercise of warrants to purchase Series A‑3, upon conversion to common warrants — 238,189 Issuances upon exercise of warrants to purchase Series A‑4, upon conversion to common warrants 708,493 708,493 Issuances upon exercise of common stock warrants 522,009 522,009 Total common stock reserved for future issuance 25,197,113 25,024,858 | 15. Common Stock The holders of the common stock are entitled to one vote for each share of common stock. Subject to the payment in full of all preferential dividends to which the holders of the preferred stock are entitled, the holders of common stock shall be entitled to receive dividends out of funds legally available. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment or provision for payment of all debts and liabilities of the Company and all preferential amounts to which the holders of preferred stock are entitled with respect to the distribution of assets in liquidation, the holders of common stock shall be entitled to share ratably in the remaining assets of the Company available for distribution. At December 31, 2020 and 2019 common stock reserved for future issuance was as follows: At December 31, 2020 2019 Common stock options outstanding 5,034,858 3,800,342 Conversion of all classes of redeemable convertible preferred stock 18,446,525 15,589,723 Issuances upon exercise of warrants to purchase Series A-1, upon conversion to common warrants 74,784 74,784 Issuances upon exercise of warrants to purchase Series A-3, upon conversion to common warrants 238,189 238,189 Issuances upon exercise of warrants to purchase Series A-4, upon conversion to common warrants 708,493 719,670 Issuances upon exercise of warrants to purchase Series 3 Growth, upon conversion to common warrants — 478,828 Issuances upon exercise of options to purchase Series 4 Growth, upon conversion to common warrants — 2,419,573 Issuances upon exercise of common stock warrants 522,009 — Total common stock reserved for future issuance 25,024,858 23,321,109 |
Stock-based Compensation_2
Stock-based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stock-based Compensation | ||
Stock-based Compensation | 16. Stock-Based Compensation 2016 Stock Option Plan In September 2016, the Company’s Board of Directors approved the 2016 Stock Option and Grant Plan (the “2016 Plan”), which supersedes the 2006 Stock Incentive Plan, and provides for the grant of incentive stock options, nonqualified stock options, and restricted stock to employees, directors, and nonemployees of the Company. The 2016 Plan was authorized to issue up to 4,018,185 shares on common stock as of January 1, 2019. In June 2020, the 2016 Plan was amended to increase the number of authorized shares of common stock to 5,634,251. Under the 2016 Plan, 290,885 and 496,542 shares remain available for issuance as of September 30, 2021 and December 31, 2020, respectively. Options and restricted stock awards generally vest based on the grantee’s continued service with the Company during a specified period following a grant as determined by the Board of Directors and expire ten years from the grant date. In general, awards typically vest in three years, but vesting conditions can vary based on the discretion of the Company’s Board of Directors. The fair value of the options is estimated at the grant date using Black-Scholes and recognized over the vesting period, taking into account the terms and conditions upon which options are granted. The fair value of restricted stock awards is the fair value at the date of grant reduced by the exercise price of the award, if any. The fair value of both options and restricted stock awards are amortized on a straight-line basis over the requisite service period of the awards. Stock Option Activity The following table summarizes the Company’s stock option activity from December 31, 2020 through September 30, 2021: Weighted- Weighted- Average Average Exercise Remaining Aggregate Number of Price per Contractual Intrinsic Value Options Share Term (Years) (in thousands) Outstanding at December 31, 2020 5,034,858 $ 9.26 6.1 $ 14,742 Granted 295,413 $ 14.41 Exercised (10,840) $ 0.84 145 Forfeited (59,340) $ 11.22 Expired (30,416) $ 11.32 Outstanding at September 30, 2021 5,229,675 $ 9.53 5.6 $ 79,176 Exercisable at September 30, 2021 4,120,199 $ 8.87 4.6 $ 65,093 Nonvested at September 30, 2021 1,109,476 $ 11.98 9.0 $ 14,083 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the common stock. The total fair value of options vested during the nine months ended September 30, 2021 and 2020 was $4.7 million and $2.4 million, respectively. Stock-based compensation expense is classified in the consolidated statements of operations as follows (in thousands): Nine Months Ended September 30, 2021 2020 Research and development $ 1,304 $ 1,467 General and administrative 2,876 1,960 Total $ 4,180 $ 3,427 As of September 30, 2021 and December 31, 2020, there was $6.9 million and $8.1 million, respectively, of unrecognized compensation cost related to unvested stock option grants to employees under the 2016 Plan, which is expected to be recognized over a weighted-average period of 1.9 and 2.2 years, respectively. As of September 30, 2021 and December 31, 2020, there was $0.4 million and $0.6 million, respectively, of unrecognized compensation cost related to unvested stock option grants to nonemployees under the 2016 Plan, which is expected to be recognized over a weighted-average period of 2.0 and 2.2 years, respectively. | 16. Stock-Based Compensation 2016 Stock Option Plan In September 2016, the Company’s Board of Directors approved the 2016 Stock Option and Grant Plan (the “2016 Plan”), which supersedes the 2006 Stock Incentive Plan, and provides for the grant of incentive stock options, nonqualified stock options, and restricted stock to employees, directors, and nonemployees of the Company. The 2016 Plan was authorized to issue up to Options and restricted stock awards generally vest based on the grantee’s continued service with the Company during a specified period following a grant as determined by the Board of Directors and expire ten years from the grant date. In general, awards typically vest in three years, but vesting conditions can vary based on the discretion of the Company’s Board of Directors. The fair value of the options is estimated at the grant date using Black-Scholes and recognized over the vesting period, taking into account the terms and conditions upon which options are granted. The fair value of restricted stock awards is the fair value at the date of grant reduced by the exercise price of the award, if any. The fair value of both options and restricted stock awards are amortized on a straight-line basis over the requisite service period of the awards. Stock Option Activity The following table summarizes the Company’s stock option activity for the year ended December 31, 2020: Weighted- Weighted- Average Average Exercise Remaining Aggregate Number of Price per Contractual Intrinsic Value Options Share Term (Years) (in thousands) Outstanding at December 31, 2019 3,800,342 $ 8.65 5.94 $ 11,358 Granted 1,271,073 11.03 Exercised (10,839) 1.12 16 Forfeited — Expired (25,718) 10.82 Outstanding at December 31, 2020 5,034,858 $ 9.26 6.12 $ 14,742 Exercisable at December 31, 2020 3,453,942 $ 8.26 4.68 $ 13,641 Nonvested at December 31, 2020 1,580,916 $ 11.42 9.26 $ 1,101 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the common stock. The total fair value of options vested during the years ended December 31, 2020 and 2019 was $3.1 million and $5.7 million, respectively. Stock-based compensation expense is classified in the consolidated statements of operations as follows (in thousands): Year ended December 31, 2020 2019 Research and development $ 1,960 $ 1,925 General and administrative 2,848 2,878 Total $ 4,808 $ 4,803 The fair value of each option issued to employees was estimated at the date of grant using Black-Scholes with the following weighted-average assumptions: Year ended December 31, 2020 2019 Fair value of common stock $ 11.17 $ 10.51 Expected volatility 63.6 % 64.0 % Expected term (in years) 5.8 5.5 Risk-free interest rate 0.2 % 1.8 % Expected dividend yield 0.0 % 0.0 % The fair value of each option issued to nonemployees was estimated during the period using Black-Scholes with the following assumptions: Year ended December 31, 2020 2019 Fair value of common stock $ 11.42 $ 10.51 Expected volatility 62.9 % 67.9% – 66.7 % Expected term (in years) 5.9 10.00 – 9.97 Risk-free interest rate 0.3 % 1.9 % Expected dividend yield 0.0 % 0.0 % The weighted-average grant date fair value of stock options granted to employees during the years ended December 31, 2020 and 2019 was $6.29 and $5.48 per share, respectively. The weighted-average fair value of stock options granted to nonemployees during the years ended December 31, 2020 and 2019 was $6.46 and $7.37 per share, respectively. As of December 31, 2020 and 2019, there was $8.1 million and $4.5 million, respectively, of unrecognized compensation cost related to unvested stock option grants to employees under the 2016 Plan, which is expected to be recognized over a weighted-average period of 2.2 and 1.8 years, respectively. As of December 31, 2020 and 2019, there was $0.6 million and $0.1 million, respectively, of unrecognized compensation cost related to unvested stock option grants to nonemployees under the 2016 Plan, which is expected to be recognized over a weighted-average period of 2.2 and 0.7 years, respectively. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Income Taxes | 17. Income Taxes The Company recorded a provision of less than $0.1 million and $2.2 million during the nine months ended September 30, 2021 and September 30, 2020, respectively. The provision recorded differs from the US statutory rate of 21% for the nine months ended September 30, 2021 primarily due to the valuation allowance recorded against the net operating losses and deferred tax assets. The provision differs from the US statutory rate of 21% for the nine months ended September 30, 2020 primarily due to the valuation allowance recorded against deferred tax assets, and due to the provision for income taxes related to the transfer of the equity-method investment in One S.r.l. (One) from the Gelesis entity in Italy to a Gelesis entity in the US. In conjunction with acquiring the investment in One in 2019, the Company recognized a deferred tax asset of approximately $3.1 million which represents the excess tax basis over carrying value. The Company recorded this deferred tax asset with a corresponding decrease to the amounts initially allocated to the investment. As the deferred tax asset exceeds the initially allocated balances and results in a reduction of the initial carrying value of the $1.8 million investment balance to zero, the remaining $1.2 million excess was recorded as a deferred credit. The deferred credit is not considered as a deferred tax liability nor a reduction of a deferred tax asset. Rather, the deferred credit is included in other long-term liabilities on the accompanying consolidated balance sheet, and subsequently recognized as a reduction to income tax expense in proportion to the realization or elimination of the deferred tax asset that gave rise to the deferred credit. A summary of the equity-method investment activity during the year ended December 31, 2019 is as follows (in thousands): Initially allocated value of equity-method investment $ 1,810 Deferred tax asset generated by book-to-tax difference 3,040 Adjustment to carrying value of equity-method investment (1,810) Deferred credit (see Note 11) (1,230) Balance at December 31, 2019 $ — In May 2020, the Company transferred the equity-method investment in One from the Gelesis entity in Italy to a Gelesis entity in the US. In connection with the transfer of the equity-method investment, the Company wrote-off the deferred tax asset of $3.0 million generated by the book-to-tax difference and the deferred credit of $1.2 million, resulting in an expense of $1.8 million recorded within provision for income taxes in the accompanying consolidated statement of operations during the nine months ended September 30, 2020. The Company continues to evaluate the positive and negative evidence bearing upon the realizability of its net deferred tax assets and determined that it is not more likely than not that the Company will recognize the benefits of the net deferred tax assets. Additionally, the Company’s Italian subsidiary incurred a net operating loss from operations during the 3 rd | 17. Income Taxes Consolidated (loss) income before income taxes on a geographic basis during the years ended December 31, 2020 and 2019 are as follows (in thousands): Year Ended December 31 2020 2019 United States $ (19,658) $ (30,128) Non-U.S. (4,208) 1,760 Total $ (23,866) $ (28,368) The (benefit from) provision for income taxes consists of the following components during the years ended December 31, 2020 and 2019 (in thousands): Year Ended December 31, 2020 2019 Current tax expense: U.S. federal $ — $ — Foreign (24) 249 Total current tax expense (24) 249 Deferred tax (benefit) expense: U.S. federal — (4,137) State — (1,645) Foreign 2,063 129 Total deferred tax benefit 2,063 (5,653) Total (benefit from) provision for income taxes $ 2,039 $ (5,404) A reconciliation setting forth the differences between the effective tax rates of the Company for the years ended December 31, 2020 and 2019 and the U.S. federal statutory tax rate is as follows: Year Ended December 31, 2020 2019 U.S. Federal income tax provision expense at statutory rate 21.0 % 21.0 % Effect of nondeductible stock-based compensation (1.9) % (0.7) % Foreign rate differential 2.2 % (0.3) % Mark to market of warrant liabilities (1.3) % 2.6 % State taxes net of federal benefit 4.5 % 6.5 % Non-deductible financing expenses 0.4 % (1.3) % Valuation allowance (38.2) % (28.2) % Valuation allowance release related to IP transaction (see Note 11) — 20.4 % Investment transfer 6.8 % — Other differences (0.4) % (1.2) % US federal and state research credits 1.6 % 1.1 % Uncertain tax positions (1.1) % — Foreign earnings includible in US (2.0) % (0.8) % Effective income tax rate (8.5) % 19.1 % Significant components of the Company’s consolidated deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows at (in thousands): At December 31, 2020 2019 Deferred tax assets: Federal net operating loss carryforwards $ 24,730 $ 21,903 State net operating loss carryforwards 7,207 6,425 Equity compensation 4,353 3,520 Accruals and reserves 26 17 Uncollected grants 712 — Investment in subsidiaries 3,931 3,575 Research credits 1,298 1,267 Other assets 46 84 Deferred rent 600 700 Total deferred tax assets 42,903 37,491 Valuation allowance (37,427) (28,329) Total deferred tax assets net of valuation allowance 5,476 9,162 Deferred tax liabilities: Intangible assets and amortization (4,680) (5,255) Right-of-Use asset (591) (696) Other liabilities (204) — Total deferred tax liabilities (5,476) (5,951) Net deferred tax assets $ — $ 3,211 Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. At December 31, 2020 and 2019, the Company has federal net operating loss carryforwards totaling $114.4 million and $104.3 million, of which $63.5 million expire in 2027 through 2037 and $51.0 million do not expire. At December 31, 2020 and 2019, the Company has state net operating loss carryforwards totaling $114.0 million and $101.7 million, respectively, which expire in 2030 through 2040, as well as other temporary differences and attributes that will be available to offset regular taxable income during the carryforward period. At December 31, 2020, the Company has foreign net operating loss carryforwards of $2.4 million which do not expire. Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has not completed a change in control analysis, as defined under Sections 382 and 383 of the Internal Revenue Code, through December 31, 2020 and has not determined whether the future utilization of net operating loss carryforwards may be materially limited based upon past financings. In addition, the Company may complete future financings that could result in an ownership change, which may limit the Company’s ability to utilize its tax attributes. During the year ending December 31, 2019, the Company recorded a deferred tax asset of approximately $3.0 million which represents the excess tax over book basis of its June 2019 equity method investment in One. The Company has offset the deferred tax asset with a decrease to the amounts initially allocated to the investment (see Note 11). This offset exceeded the initially allocated balances and resulted in a reduction of the book investment balance to zero with the remaining offset classified as a deferred credit of approximately $1.2 million. A deferred credit is not classified as a deferred tax liability nor a reduction of a deferred tax asset. As a result, the deferred credit was included with other long-term liabilities on the accompanying consolidated balance sheet at December 31, 2019. During the year ending December 31, 2020, this asset was transferred from the Italian subsidiary, Gelesis S.r.l., to the parent company, Gelesis, Inc. As the investment is no longer owned by Gelesis S.r.l., the Company recorded a provision of $3.0 million and a tax benefit of $1.2 million to reverse the related deferred tax asset and deferred credit, respectively. Upon transfer, Gelesis Inc., established a deferred tax asset which is fully offset by valuation allowance consistent with the Company’s overall valuation allowance position in the United States. The Company files income tax returns in Italy, the United States and in various state jurisdictions with varying statutes of limitations. Due to net operating losses incurred, the Company’s tax returns from inception to date are subject to examination by taxing authorities. The Company has evaluated the positive and negative evidence bearing upon the realizability of its net deferred tax assets and determined that it is not more likely than not that the Company will recognize the benefits of the net deferred tax assets. Therefore, a full valuation allowance has been recorded against the balance of net deferred tax assets in the United States. Additionally, the Company has determined that it is not more likely than not that the Company will recognize the benefits of the net deferred tax assets in Italy, primarily due to the restructuring of the intercompany services agreement between Gelesis, Inc., and Gelesis S.r.l., in connection with the RIF financing (see Note 11). As a result, the Company recorded a deferred tax provision of approximately $2.0 million in Italy during the year ended December 31, 2020 to establish a full valuation allowance against the balance of net deferred tax assets in Italy. The Company will continue to evaluate all positive and negative evidence each period. The change in the valuation allowance during the years ended December 31, 2020 and 2019 was an increase of $9.1 million and $2.2 million, respectively. The increase in the valuation allowance during the year ended December 31, 2020 primarily relates to an increase in net operating losses and the establishment of a full valuation allowance in the Italian subsidiary during the year ended December 31, 2020. The increase in the valuation allowance during the year ended December 31, 2019 primarily relates to an increase in net operating losses during the year ended December 31, 2019, offset by a decrease of $5.8 million in the valuation allowance associated with the deferred tax liability recognized for the intangible asset acquired in 2019 (see Note 9). The Company generally considers all earnings generated in Italy to be indefinitely reinvested. Therefore, the Company does not accrue U.S. taxes on the repatriation of the foreign earnings it considers to be indefinitely reinvested outside of the U.S. As of, the Company had not provided for federal income tax on $3.5 million of accumulated undistributed earnings of its foreign subsidiaries. In the event the Company were to repatriate the foreign earnings, the Company does not estimate the repatriation being subject to taxation. The Company follows the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes Year Ended December 31, 2020 2019 Unrecognized tax benefits at the beginning of year $ — $ 3 Increase for current year positions (82) — Increase for prior year positions (199) — Expiration of statute of limitations — (3) Unrecognized tax benefits at the end of year $ (281) $ — |
Earnings (Loss) per Share_2
Earnings (Loss) per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings (Loss) per Share | ||
Earnings (Loss) per Share | 18. Earnings (Loss) per Share Basic and diluted loss per share attributable to common stockholders were calculated as follows: Nine Months Ended September 30, 2021 2020 Numerator: Net loss $ (74,055) $ (11,965) Accretion of redeemable convertible preferred stock to redemption value (139,237) (6,568) Accretion of noncontrolling interest put option to redemption value (285) (467) Net loss attributable to common stockholders $ (213,577) $ (19,000) Denominator: Weighted average common shares outstanding, basic and diluted 2,161,848 2,147,064 Net loss per share, basic and diluted $ (98.79) $ (8.85) The Company’s potential dilutive securities, which include stock options, redeemable convertible preferred stock and warrants have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same for all periods presented. The Company excluded the following potential common stock, presented based on amounts outstanding at September 30, 2021 and 2020 from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect. At September 30, At September 30, 2021 2020 Convertible preferred stock 18,736,936 18,435,348 Warrants on convertible preferred stock 708,493 6,302,856 Options to purchase common stock 5,229,675 4,985,576 Warrants on common stock 522,009 — Total 25,197,113 29,723,780 | 18. Earnings (Loss) per Share Basic and diluted loss per share attributable to common stockholders were calculated as follows: December 31, 2020 2019 Numerator: Net loss $ (25,905) $ (22,964) Accretion of redeemable convertible preferred stock to redemption value (11,372) 10,400 Accretion of noncontrolling interest put option to redemption value (567) — Net loss attributable to common stockholders $ (37,844) $ (12,564) Denominator: Weighted average common shares outstanding, basic and diluted 2,149,182 2,120,200 Net loss per share, basic and diluted $ (17.61) $ (5.93) The Company’s potential dilutive securities, which include stock options, redeemable convertible preferred stock and warrants have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common stock outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same for all periods presented. The Company excluded the following potential common stock, presented based on amounts outstanding at December 31, 2020 and 2019 from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect. December 31, 2020 2019 Convertible preferred stock 18,446,525 15,589,723 Warrants on convertible preferred stock 1,021,466 1,032,643 Options to purchase common stock 5,074,547 3,840,031 Warrants on common stock 522,009 — Total 25,064,547 20,462,397 |
Commitments and Contingencies_6
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | ||
Commitments and Contingencies | 19. Commitments and Contingencies Operating Leases The Company has operating leases for office, laboratory and manufacturing space with remaining terms between four In June 2019, the Company entered into an operating lease agreement with PureTech for office space located in Boston, Massachusetts. The lease expires in August 2025, with total lease payments of $3.2 million over the term. In December 2019, the Company recognized an operating lease for its agreement with the Town of Calimera for laboratory and manufacturing space located in Calimera, Italy. The lease expires in December 2023, with total lease payments $0.2 million over the term. As of September 30, 2021, the Company’s operating lease right of use assets was $2.1 million, of which $0.5 million and $1.6 million were short-term and long-term lease liabilities, respectively. As of December 31, 2020, the Company’s operating lease right of use assets was $2.2 million, of which $0.4 million and $1.8 million were short-term and long-term lease liabilities, respectively. Operating lease expense was $0.4 million during both nine months ended September 30, 2021 and 2020, respectively. The remaining noncancelable term of the Company’s operating leases was 3.8 years at September 30, 2021, and the weighted average discount rate was 5.9%. Future minimum rental payments under the Company’s noncancelable operating leases at September 30, 2021 are as follows (in thousands): 2021 (excluding the nine months ended September 30, 2021) $ 134 2022 541 2023 551 2024 528 2025 353 $ 2,107 Royalty Agreements Expenses from royalty agreements on net product sales and sublicense income is recognized as a component of selling, general and administrative expense during the period in which the associated revenues are recognized. PureTech In December 2009, the Company entered into a royalty and sublicense income agreement with PureTech, a significant stockholder in the Company, whereby the Company is required to pay PureTech a 2.0% royalty on net product sales received as a result of developing products and technology using the intellectual property purchased from One. One S.r.l Under the amended and restated master agreement with One, the Company is required to pay a 2.0% royalty on net product sales and €17.5 million (approximately $20.3 million at September 30, 2021) upon the achievement of certain milestones and pay royalties on future sales and/or a percentage of sublicense income. As of September 30, 2021, none of the milestones have been met. Grant Agreements The Company has been awarded grants from governmental agencies, which are recognized as income as the qualifying expenses are incurred (see Note 11). The grant agreements contain certain provisions, including, among others, maintaining a physical presence in the region for defined periods. Failure to comply with these covenants would require either a full or partial refund of the grant to the granting authority. Research and Development Tax Credits The Company’s wholly owned subsidiary, Gelesis S.r.l., which conducts core research and development activities on behalf of the Company, is eligible to receive a non-income based and non-refundable tax credits for qualified research and development activities. The Company has earned research and development tax credits in Italy for qualifying expenses incurred by performing certain research and development activities. For the nine months ended September 30, 2021 and 2020, less than $0.1 million and $0.4 million, respectively, were recorded in the consolidated statements of operations. In December 2018, the Italian government passed a new budget law, effective January 1, 2019, that amended the eligibility criteria for recognizing qualifying research and development tax credits (“2019 Budget Law). The 2019 Budget Law requires retroactive application for research and development tax credits earned during the year ended December 31, 2019. Under the 2019 Budget Law, research and development tax credits claimed in prior periods under previous interpretations of the research and development tax credit law may potentially be repaid by the Company. The Company anticipates further interaction with the Italian Finance Ministry and Italian Tax Authority in 2021 to challenge the eligibility criteria and retroactive application of the 2019 Budget Law within our specific business case, however the likelihood that the Company is successful is uncertain. The Company evaluated the potential loss under ASC 450, Contingencies The Company has recorded $3.1 million and $3.2 million as a component of other long-term liabilities in the accompanying consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively. The Company does not expect this matter to be resolved within the next operating cycle. In October 2021, the Italian federal tax authority initiated an audit of the research and development tax credits for the calendar years 2017 through 2019. The Company expects that this tax audit will continue into 2022. | 19. Commitments and Contingencies Operating Leases The Company has operating leases for office, laboratory and manufacturing space with remaining terms between four and six years. Leases with initial terms of less than twelve months are not recorded as operating leases. The Company recognizes expenses for leases on a straight-line basis over the lease period and has accrued for lease expense incurred but not yet paid. While certain leases contain renewal options, the Company does not include renewal options in determining the term of the lease, used for calculating the associated lease liabilities, unless it is reasonably certain it will execute the renewal option. None of the Company’s leases include variable payments, residual value guarantees or restrictive covenants. In June 2019, the Company entered into an operating lease agreement with PureTech for office space located in Boston, Massachusetts. The lease expires in August 2025, with total lease payments of $3.2 million over the term. In December 2019, the Company recognized an operating lease for its agreement with the Town of Calimera for laboratory and manufacturing space located in Calimera, Italy. The lease expires in December 2023, with total lease payments $0.2 million over the term. As of December 31, 2020, the Company’s operating lease right of use assets was $2.2 million, of which $0.4 million and $1.8 million were short-term and long-term lease liabilities, respectively. As of December 31, 2019, the Company’s operating lease right of use assets was $2.6 million, of which $0.4 million and $2.2 million were short-term and long-term lease liabilities, respectively. Operating lease expense was $0.5 million and $0.3 million during the years ended December 31, 2020 and 2019, respectively. The remaining noncancelable term of the Company’s operating leases was 4.6 years at December 31, 2020, and the weighted average discount rate was 5.9%. Future minimum rental payments under the Company’s noncancelable operating leases at December 31, 2020 are as follows (in thousands): 2021 $ 534 2022 543 2023 553 2024 529 2025 353 $ 2,511 Royalty Agreements Expenses from royalty agreements on net product sales and sublicense income is recognized as a component of selling, general and administrative expense during the period in which the associated revenues are recognized. PureTech In December 2009, the Company entered into a royalty and sublicense income agreement with PureTech, a significant stockholder in the Company, whereby the Company is required to pay PureTech a 2.0% royalty on net product sales received as a result of developing products and technology using the intellectual property purchased from One. One S.r.l Under the amended and restated master agreement with One, the Company is required to pay a 2.0% royalty on net product sales and €17.5 million (approximately $21.5 million) upon the achievement of certain milestones and pay royalties on future sales and/or a percentage of sublicense income. As of December 31, 2020, none of the milestones have been met. Grant Agreements The Company has been awarded grants from governmental agencies, which are recognized as income as the qualifying expenses are incurred (see Note 11). The grant agreements contain certain provisions, including, among others, maintaining a physical presence in the region for defined periods. Failure to comply with these covenants would require either a full or partial refund of the grant to the granting authority. Research and Development Tax Credits The Company’s wholly owned subsidiary, Gelesis S.r.l., which conducts core research and development activities on behalf of the Company, is eligible to receive a non-income based and non-refundable tax credits for qualified research and development activities. The Company has earned research and development tax credits in Italy for qualifying expenses incurred by performing certain research and development activities. For the years ended December 31, 2020 and 2019, $0.6 million and $0.4 million, respectively, were recorded as a reduction to research and development expenses in the consolidated statements of operations. In December 2018, the Italian government passed a new budget law, effective January 1, 2019, that amended the eligibility criteria for recognizing qualifying research and development tax credits (“2019 Budget Law). The 2019 Budget Law requires retroactive application for research and development tax credits earned during the year ended December 31, 2019. Under the 2019 Budget Law, research and development tax credits claimed in prior periods under previous interpretations of the research and development tax credit law may potentially be repaid by the Company. The Company anticipates further interaction with the Italian Finance Ministry and Italian Tax Authority in 2020 to challenge the eligibility criteria and retroactive application of the 2019 Budget Law within our specific business case, however the likelihood that the Company is successful is uncertain. As the research and development tax credits are accounted for as a component of research and development expense in the consolidated statements of operations, the Company evaluated the potential loss under ASC 450, Contingencies concluded that the likelihood of a potential loss arising from this matter is probable. Accordingly, the Company recorded a liability for the contingent loss of $2.3 million at December 31, 2018, representing the difference between research and development tax credits eligible under the 2019 Budget Law and research and development tax credits claimed by the Company through December 31, 2018. The Company claimed an additional $0.6 million of research and development tax credits subject to this contingency during the year ended December 31, 2019 with a corresponding increase recorded to the contingent liability. The Company has recorded $3.2 million and $3.0 million as a component of other long-term liabilities in the accompanying consolidated balance sheets as of December 31, 2020 and 2019, respectively. The Company does not expect this matter to be resolved within the next operating cycle. |
Related Party Transactions_2__4
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions | ||
Related Party Transactions | 20. Related Party Transactions The Company had the following transactions with related parties: PureTech The Company engages PureTech to provide, among other things, management expertise, strategic advice, administrative support, computer and telecommunications services and office infrastructure. In exchange for providing such services, the Company pays PureTech a monthly fee. In addition, PureTech periodically invoices the Company for out-of-pocket expenses reasonably incurred in connection with providing such business services. The Company incurred general and administrative costs for management services provided by PureTech totaling $0.5 million and $0.4 million during the nine months ended September 30, 2021 and 2020, respectively. The Company incurred royalty expense of $0.2 million and less than $0.1 million in connection with the PureTech royalty agreement (see Note 19) during the nine months ended September 30, 2021 and 2020, respectively. The Company had outstanding current liabilities to PureTech of less than $0.1 million and $0.1 million at September 30, 2021 and December 31, 2020, respectively. One S.r.l Consulting Agreement with Founder of One In 2008, in connection with entering into a patent license and assignment agreement with One, the Company and one of the founders of One, who is also a stockholder of the Company, executed a consulting agreement for the development of the underlying intellectual property. The Company incurred costs for consulting services received from the founder totaling $0.1 million during both the nine months ended September 30, 2021 and 2020. The Company has outstanding accrued expenses to the founder of approximately $19,000 and approximately $43,000 at September 30, 2021 and December 31, 2020, respectively. Acquisition of One In connection with the amended and restated master agreement with One (see Note 11), Gelesis S.r.l., a VIE of the Company, acquired a 10.0% equity interest in One. No payments related to the acquisition were made to One shareholders by the Company during the nine months ended September 30, 2021 and 2020. The Company had remaining undiscounted payments of €5.0 million due to One as of September 30, 2021 and December 31, 2020 (approximately $5.8 million and $6.1 million as of September 30, 2021 and December 31, 2020, respectively). Additionally, the Company incurred royalty expense of $0.2 million and less than $0.1 million in connection with the One royalty agreement (see Note 19) during the nine months ended September 30, 2021 and 2020, respectively. CMS Agreements In connection with the CMS Agreements entered into in June 2020, the Company sold 1,158,077 shares of Series 3 Growth to CMS for an aggregate purchase price of $20.0 million (see Note 14). In addition, Company granted CMS a license to use its IP and the rights to sell the Product in the CMS Territory in exchange for a one-time, non-refundable and non-creditable upfront fee of $15.0 million, a time-based milestone payment of $5.0 million, and a sales milestone payment that ranges from the low millions of dollars to the low hundred millions of dollars based on the aggregate net sales of all products in the CMS Territory during a calendar year (see Note 5). As of September 30, 2021, the regulatory milestone and sales milestone had not been met. RIF Transaction In connection with the RIF transaction entered into in August 2020, the Company received €10.0 million (approximately $11.6 million at September 30, 2021) from RIF as an equity investment that can be called by the Company beginning in December 2023 and ending in December 2026 by paying the investment plus 15.0% percent annual interest or put by RIF starting in January 2027 and ending in December 2027 for the investment amount plus 3.175% percent annual interest. RIF holds approximately 22% of the equity of Gelesis S.r.l. at December 31, 2020 (see Note 11). In addition, the shareholders of RIF provided the Company with a loan for €15.0 million (approximately $17.4 million at September 30, 2021) with a fixed interest rate of 6.35% per annum (see Note 12). | 20. Related Party Transactions The Company had the following transactions with related parties: PureTech The Company engages PureTech to provide, among other things, management expertise, strategic advice, administrative support, computer and telecommunications services and office infrastructure. In exchange for providing such services, the Company pays PureTech a monthly fee. In addition, PureTech periodically invoices the Company for out-of-pocket expenses reasonably incurred in connection with providing such business services. The Company incurred general and administrative costs for management services provided by PureTech totaling $0.5 million during each of the years ended December 31, 2020 and 2019. The Company incurred royalty expense of $0.1 million in connection with the PureTech royalty agreement (see Note 19) during the year ended December 31, 2020. The Company had outstanding current liabilities to PureTech of $0.1 million at December 31, 2020 and 2019. One S.r.l Consulting Agreement with Founder of One In 2008, in connection with entering into a patent license and assignment agreement with One, the Company and one of the founders of One, who is also a stockholder of the Company, executed a consulting agreement for the development of the underlying intellectual property. The Company incurred costs for consulting services received from the founder totaling $0.3 million and $0.2 million during the years ended December 31, 2020 and 2019, respectively. The Company has outstanding accrued expenses to the founder of approximately $43,000 and approximately $16,000 at December 31, 2020 and 2019, respectively. Acquisition of One In connection with the amended and restated master agreement with One (see Note 11), Gelesis S.r.l., a VIE of the Company, acquired a 10.0% equity interest in One. During the years ended December 31, 2020 and 2019, the Company made payments to One shareholders totaling $3.1 million and $4.4 million, respectively, related to the acquisition. The Company had remaining undiscounted payments of $6.1 million and $8.5 million due to One as of December 31, 2020 and 2019, respectively. Additionally, the Company incurred royalty expense of $0.1 million in connection with the One royalty agreement (see Note 19) during the year ended December 31, 2020. CMS Agreements In connection with the CMS Agreements entered into in June 2020, the Company sold 1,158,077 shares of Series 3 Growth to CMS for an aggregate purchase price of $20.0 million (see Note 14). In addition, Company granted CMS a license to use its IP and the rights to sell the Product in the CMS Territory in exchange for a one-time, non-refundable and non-creditable upfront fee of $15.0 million, a time-based milestone payment of $5.0 million, and a sales milestone payment that ranges from the low millions of dollars to the low hundred millions of dollars based on the aggregate net sales of all products in the CMS Territory during a calendar year (see Note 5). As of December 31, 2020, the regulatory milestone and sales milestone had not been met. RIF Transaction In connection with the RIF transaction entered into in August 2020, the Company received $12.3 million from RIF as an equity investment that can be called by the Company beginning in December 2023 and ending in December 2026 by paying the investment plus 15.0% percent annual interest or put by RIF starting in January 2027 and ending in December 2027 for the investment amount plus 3.175% percent annual interest. RIF holds approximately 22% of the equity of Gelesis S.r.l. at December 31, 2020 (see Note 11). In addition, the shareholders of RIF provided the Company with a loan for |
Subsequent Events_2_3
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events | ||
Subsequent Events | 21. Subsequent Events. On November 8, 2021, CPSR and Gelesis entered into an amendment to the Business Combination Agreement to amend certain terms and conditions, including revising the Equity Value from $900.0 million to $675.0 million. On December 13, 2021, the Company entered into a bridge financing arrangement, executing convertible promissory note agreements with two existing investors in the aggregate amount of $27.0 million. These convertible promissory notes bear interest at 10.0% and shall be settled in cash for principal plus accrued interest by the third business day following the closing of the Business Combination. In the event the Business Combination Agreement is terminated, the majority holders of the promissory notes may elect to convert outstanding principal and interest into the securities being issued and sold to investors in a subsequent qualified financing event. | 22. Subsequent Event(s) The Company has evaluated subsequent events which may require adjustment to or disclosure in the consolidated financial statements through the date of issuance of these consolidated financial statements. Amended and Restated Agreements with Ro In January 2021, the Company and Ro amended and restated its customer agreement. Pursuant to the amended and restated agreement, the Company received $10.0 million of cash as a pre-buy commitment for Product which was recorded to current deferred income in the consolidated balance sheets. Additionally, the amended and restated agreement ended the consignment arrangement with Ro and all Product shipped under the amended and restated agreement to Ro are immediately recognized as revenue upon the transfer of physical control. In July 2021, the Company and Ro entered into a second amended and restatement agreement, under which the Company received $30.0 million of cash as a second pre-buy commitment for the Product. Additionally, the Company extended Ro’s exclusive period by approximately one Entrance into a Merger Agreement with Capstar Special Purpose Acquisition Corp. In July 2021, the Company entered into a business combination Agreement with Capstar. Pursuant to this business combination agreement, a subsidiary of CPSR is expected to merge with and into Gelesis, with Gelesis surviving the reverse merger and Capstar ceasing to exist (the “Transaction”). The Transaction is subject to the approval by stockholders of each company, among other customary terms and conditions as well as the satisfaction of certain closing conditions. Upon closing of the Transaction, the combined operating company is expected to be named Gelesis, Inc., or the New Gelesis, which securities are expected to be listed on the New York Stock Exchange and traded under the ticker symbol “GLS”. If consummated, the business combination is expected to be accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States. Under this method of accounting, CPSR has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the existing Gelesis’ stockholders comprising a relative majority of the voting power of the combined company, the Gelesis’ operations prior to the acquisition comprising the only ongoing operations of New Gelesis, the majority of New Gelesis’ board of directors appointment by Gelesis, and existing Gelesis’ senior management comprising a majority of the senior management of New Gelesis. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the consolidated financial statements of Gelesis with the business combination being treated as the equivalent of Gelesis issuing stock for the net assets of CPSR, accompanied by a recapitalization. The net assets of CPSR will be stated at historical costs, with no goodwill or other intangible assets recorded. |
Summary of Significant Accou_22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company’s condensed consolidated financial statements are prepared in accordance with the U.S. Securities and Exchange Commission’s rules for the presentation of interim financial statements, which permit certain disclosures to be condensed or omitted. These financial statements should be read in conjunction with the Company’s annual financial statements for the years ended December 31, 2020. In the opinion of management, the accompanying interim financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2021, and its results of operations, statement of changes in redeemable convertible preferred stock and stockholder’s deficit and cash flows for the nine months ended September 30, 2021 and 2020. Operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The interim financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and related notes as of and for the year ended December 31, 2020. | Basis of Presentation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company consolidates those entities where it has a direct and indirect controlling financial interest based on either a variable interest model or voting interest model. The Company’s consolidated financial statements include the accounts of the Company, its two wholly-owned subsidiaries and a variable interest entity (“VIE”), Gelesis S.r.l., in which the Company has a controlling interest and is the primary beneficiary. The noncontrolling interest attributable to the Company’s VIE is presented as a separate component from stockholders’ deficit in the consolidated balance sheets and as a noncontrolling interest in the consolidated statements of noncontrolling interest, redeemable convertible preferred stock and stockholders’ deficit. All intercompany balances and transactions have been eliminated in consolidation. Under the variable interest model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and (ii) the obligations to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The consolidation status of a VIE may change as a result of such reassessments. Changes in consolidation status are applied prospectively in accordance with U.S. GAAP. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The Company assesses the above estimates on an ongoing basis; however, actual results could materially differ from those estimates. | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. The Company assesses the above estimates on an ongoing basis; however, actual results could materially differ from those estimates. |
Subsequent Event(s) | Subsequent Event(s) The Company considers events or transactions that occur after the balance sheet date but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all events and transactions through the date these financial statements were filed with the Securities and Exchange Commission (“SEC”) or were available to be issued. | Subsequent Event(s) The Company considers events or transactions that occur after the balance sheet date but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all events and transactions through the date these financial statements were filed with the Securities and Exchange Commission (“SEC”) or were available to be issued. |
Fair Value Measurements | Fair Value of Financial Instruments The guidance in FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. The Company’s tranche rights liability, preferred stock warrants, and call option liability (see Note 11) are recorded at fair value on a recurring basis. The carrying amount of accounts receivable, grants receivable, accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The carrying amount of notes payable is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described below (see Note 3). Preferred Stock Warrant Liability: The Company has recorded redeemable convertible preferred stock warrants issued to investors as liabilities as the terms of the warrants are not fixed due to potential adjustments in the exercise price and/or the number of shares issuable under the warrants, and because all of the redeemable convertible preferred stock warrants are exercisable for preferred shares. Redeemable convertible preferred stock warrants are initially recorded at fair value, with gains and losses arising from subsequent changes in fair value recognized in the consolidated statements of operations at each period end while such instruments are outstanding. The Company measures fair value of redeemable convertible preferred stock warrants using a Black-Scholes option pricing model (see Note 11). Tranche Rights Liability: Distinguishing Liabilities from Equity Noncontrolling Interests: | |
Cash and Cash Equivalents | Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Cash equivalents, which consist of money market accounts purchased with original maturities of less than 90 days from the date of purchase, are stated at fair value. | |
Marketable Securities | Marketable Securities The Companies classifies all investment securities as available-for-sale, as the sale of such securities may be required prior to maturity. These investment securities are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive loss until realized. The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, as well as interest, are included in interest income. Realized gains and losses from sale of available- for-sale securities, if any, are determined on a specific identification basic and are also included in interest income. The Company reviews all available-for-sale securities at each period end to determine if they remain available-for-sale based on then current intent and ability to sell the security if it is required to do so. Marketable securities are subject to a periodic impairment review. The Company may recognize an impairment charge when a decline in the fair value of investments below the cost basis is determined to be other-than-temporary. The Company did not have any marketable securities deemed to be impaired as of September 30, 2021 and December 31, 2020. | Marketable Securities The Companies classifies all investment securities as available-for-sale, as the sale of such securities may be required prior to maturity. These investment securities are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive loss until realized. The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion, as well as interest, are included in interest income. Realized gains and losses from sale of available- for-sale securities, if any, are determined on a specific identification basic and are also included in interest income. The Company reviews all available-for-sale securities at each period end to determine if they remain available-for-sale based on then current intent and ability to sell the security if it is required to do so. Marketable securities are subject to a periodic impairment review. The Company may recognize an impairment charge when a decline in the fair value of investments below the cost basis is determined to be other-than-temporary. The Company did not have any marketable securities deemed to be impaired as of December 31, 2020 and did not have any marketable securities as of December 31, 2019. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The guidance in FASB ASC 820, Fair Value Measurements and Disclosures Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. The Company’s tranche rights liability, preferred stock warrants, and call option liability (see Note 11) are recorded at fair value on a recurring basis. The carrying amount of accounts receivable, grants receivable, accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The carrying amount of notes payable is also considered to be a reasonable estimate of the fair value based on the nature of the debt and that the debt bears interest at the prevailing market rate for instruments with similar characteristics. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described below (see Note 3). Preferred Stock Warrant Liability: shares issuable under the warrants, and because all of the redeemable convertible preferred stock warrants are exercisable for preferred shares. Redeemable convertible preferred stock warrants are initially recorded at fair value, with gains and losses arising from subsequent changes in fair value recognized in the consolidated statements of operations at each period end while such instruments are outstanding. The Company measures fair value of redeemable convertible preferred stock warrants using a Black-Scholes option pricing model (see Note 11). Tranche Rights Liability: Distinguishing Liabilities from Equity Noncontrolling Interests: | |
Accounts Receivable | Accounts Receivable The Company extends credit to customers based upon contractual terms or its evaluation of the customer’s financial condition. Customer accounts receivable are stated at amounts due net of applicable discounts and other contractual adjustments as well as an allowance for doubtful accounts. The Company assesses the need for an allowance for doubtful accounts based upon currently expected credit losses (“CECL”) by considering a number of factors, including the length of time trade accounts receivable are past due, the customer’s ability to pay its obligation and the condition of the general economy and the industry as a whole. The Company will write off accounts receivable when the Company determines that they are uncollectible. The Company has not historically experienced any collection issues or significant credit losses. Based on historical receipts and collections history, management has determined that an allowance for doubtful accounts is not necessary as of September 30, 2021 and December 31, 2020. | Accounts Receivable Accounts receivable are carried at the invoiced amount less an allowance for doubtful accounts. Doubtful accounts are provided for on the basis of anticipated collection losses, and the expense associated with the allowance for doubtful accounts is recognized as Selling, general and administrative expense. The estimated losses are determined from historical collection experience and a review of outstanding accounts receivable. A receivable is considered past due if the Company has not received payment within the stated payment terms. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. The Company has not historically experienced any significant credit losses. Based on historical receipts and collections history, management has determined that an allowance for doubtful accounts is not necessary as of December 31, 2020 or 2019. |
Government Grants | Government Grants The Company recognizes grants from governmental agencies in other income on the consolidated statement of operations, gross of the expenditures that were related to the underlying project being co-funded by the grant, when there is reasonable assurance that the Company will comply with the conditions attached to the grant arrangement and payments under the grant will be received. The Company evaluates the conditions of each individual grant as of each reporting period to ensure that the Company has reached reasonable assurance of meeting the conditions of each grant arrangement and that it is expected that the grant payment will be received as a result of meeting the necessary conditions. The Company has been awarded grants from government agencies in Italy for certain capital expenditures and expenses incurred for research and development work performed under specified programs conducted in Italy. The Company submits qualifying expenses and capital purchases for reimbursement under each specified program, which occurs after the Company has made the capital purchases and/or incurred the research and development costs. The Company records a grant receivable upon incurring such expenses, as approval and reimbursement are considered to be perfunctory once the qualifying program has been approved. Government grants are recognized in the consolidated statements of operations on a systematic basis over the periods in which the Company recognizes the related costs for which the government grant is intended to compensate. Specifically, grant income related to research and development costs is recognized as such expenses are incurred. Research and development costs that were incurred prior to the approval of a qualifying program are recognized as grant income immediately upon approval of the program by the grantor. Grant income related to qualifying capital purchases is recognized in proportion to the depreciation expense incurred on the underlying assets. Deferred income related to capital purchases for which grant income will be recognized beyond twelve months from the balance sheet date is classified as long-term deferred income on the consolidated balance sheets and amortized to other income, net, over the same life of the related asset. | |
Inventory | Inventory The Company manufactures its own super-absorbent hydrogels used in Plenity ® Inventories comprise raw materials, including raw materials for packaging components, work-in- process, and finished goods, which are goods that are available for sale. The Company states inventory at the lower of cost or net realizable value with the cost based on the first-in, first-out method. If the Company identifies excess, obsolete or unsalable items, it writes down its inventory to its net realizable value in the period in which the impairment is identified. These adjustments are recorded based upon various factors related to the product, including the level of product manufactured by the Company, the level of product in the distribution channel, current and projected demand, the expected shelf-life of the product and firm inventory purchase commitments. Significant shipping and handling costs incurred for inventory purchases are included in inventory and costs incurred for product shipments are recorded in cost of goods sold as incurred. The Company started capitalizing inventory upon its first approval of Plenity from the FDA in April 2019. Prior to that date, the Company expensed all costs incurred related to the manufacturing of Plenity as research and development expense because of the inherent risks associated with the development of a product candidate, the uncertainty about the regulatory approval process and the lack of history for the Company of regulatory approval. The Company as not capitalized inventory costs related to product candidates in its development programs to date. As of December 31, 2020, were no previously expensed Plenity inventory held by the Company. | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations as incurred whereas major betterments are capitalized as additions to property and equipment. Depreciation and amortization begin at the time the asset is placed in service, and are recorded using the straight-line method over the estimated useful lives, as follows: Asset Category Useful Lives Computer equipment and software 1 – 3 years Laboratory and manufacturing equipment 2.5 – 8 years Leasehold improvements 5 – 10 years, or the remaining term of lease, if shorter Buildings and land improvements 18 – 20 years Land Not depreciated | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to the undiscounted expected future cash flows the assets are expected to generate and recognizes an impairment loss equal to the excess of the carrying value over the fair value of the related asset. For the years ended December 31, 2020 and 2019, there were no indicators of impairment. | |
Intangible Assets | Intangible Assets Intangible assets with estimable useful lives, or definite-lived intangibles, are carried at cost and are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment upon certain triggering events. We routinely review the remaining estimated useful lives of definite-lived intangible assets. If we reduce the estimated useful life assumption, the remaining unamortized balance is amortized over the revised estimated useful life. | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The Company has classified redeemable convertible preferred stock as temporary equity in the consolidated balance sheets due to certain change in control clauses that are outside of the Company’s control, including liquidation, sale, or transfer of control of the Company, as holders of the redeemable convertible preferred stock could cause redemption of the shares in these situations. The Company accretes the carrying values of the classes of redeemable convertible preferred stock that are mandatorily redeemable to the redemption values. The Company does not accrete the carrying values of the classes of redeemable convertible preferred stock that are not mandatory redeemable to the redemption values since a liquidation event, sale, or transfer is not considered probable. Subsequent adjustments of the carrying values to the ultimate redemption values will be made only if and when it becomes probable that such a liquidation event will occur. Upon completion of a qualified initial public offering (“IPO”), as defined in the Company’s certificate of incorporation, the redeemable convertible preferred stock will automatically convert to common stock. | |
Leases | Leases Effective January 2019, the Company determines if an arrangement is a lease at contract inception under ASC 842 — Leases . 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. The Company recognizes operating lease assets and liabilities at the commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. As the discount rate implicit in the leases was typically not readily determinable, the Company utilized the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. incremental borrowing rate (IBR). The Company has elected to apply the practical expedient to account for lease and non-lease components as a single lease component for new and modified leases commencing after adoption election. The Company has also elected not to recognize leases with an initial term of 12 months or less on the consolidated balance sheets, instead, those lease payments are recognized in the consolidated statements of operations on a straight-line basis over the lease term. | |
Revenue Recognition | Revenue Recognition Product Revenue The Company commercializes Plenity in the U.S. markets principally through synergistic partnerships with online pharmacies and telehealth providers, which in turn sell Plenity directly to patients based on prescriptions. Outside the U.S., the Company primarily seeks collaborations with strategic partners to market Plenity and obtain necessary regulatory approvals as necessary. Product revenue is recognized by the Company in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services when the customer obtains control of the product, which occurs at a point in time, typically when the product is received by the Company’s customers. Reserves for Variable Consideration Revenues from product sales are recorded as product revenue at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established and which result from discounts, returns, patient incentives and assistance and other allowances that are offered within contracts between the Company and its direct and indirect customers, including online pharmacies, telehealth providers, health care providers, and patients relating to the Company’s product sales. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (if the amount is payable to the customer) or a current liability (if the amount is payable to a party other than a customer). Where appropriate, these estimates take into consideration a range of possible outcomes that are probability-weighted for relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which the Company is entitled based on the terms of the contract(s). The amount of variable consideration that is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product revenue and earnings in the period such variances become known. The Company has no plan to seek government or commercial payor reimbursements in the US or the overseas markets. Therefore, reserves for variable consideration do not contain any components related to government and payor rebates or chargebacks. Product Return The Company generally does not accept customer returns except for product quality related cases. The Company evaluates quality related returns and adjust the corresponding product warranty reserves and liabilities at least quarterly and at the end of each reporting period. License and Collaboration Revenues The Company recognizes revenue from product sales and collaboration arrangements in accordance with ASC 606, Revenue from Contracts with Customers Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available, and whether the goods or services are integral or dependent to other goods or services in the contract. For performance obligations which consist of the Company’s materials, shipping and distribution activities occur prior to the transfer of control of the Company’s materials and are considered activities to fulfill the Company’s promise to deliver goods to the customers. The Company has entered and anticipates to enter future license, collaboration and/or distribution agreements, which are within the scope of ASC 606, to manufacture and commercialize product(s). The terms of these agreements typically contain multiple promises or obligations, which may include: (i) manufacturing and supply of covered products, and (ii) regulatory support activities to be provided to the collaboration partner relating to the covered product(s). Payments to the Company under these agreements may include payments based upon the achievement of certain milestones and royalties on any resulting net product sales. The Company first evaluates collaboration arrangements to determine whether the arrangement (or part of the arrangement) represents a collaborative arrangement pursuant to ASC Topic 808, Collaborative Arrangements, progress. As of and for the two years ended December 31, 2020, there were no performance obligations to be satisfied over time for recognition purposes. Amounts received prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. Amounts recognized as revenue, but not yet received or invoiced are generally recognized as contract assets. | |
Selling, General and Administrative Costs | Selling, General and Administrative Costs Selling, general and administrative costs are expensed as incurred. Selling, general and administrative costs include salaries and benefits, stock-based compensation expense, and costs of programs and infrastructure necessary for the general conduct of the Company’s business, including those incurred as a result of the commercialization of the Company’s products. | |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include payroll and personnel expense, consulting costs, external contract research and development expenses, as well as depreciation and utilities. Prepaid research and development costs are deferred and amortized over the service period, as the services are provided. | |
Stock-Based Compensation | Stock-Based Compensation Effective January 1, 2020, the Company accounts for all stock-based compensation awards granted to employees and non-employees in accordance with ASC 718, Compensation — Stock Compensation ● exercise price: In determining the exercise prices for options granted, the Board of Directors has considered the fair value of the common stock as of each grant date. The fair value of the common stock underlying the stock options has been determined by the Board of Directors at each award grant date based upon the estimated fair value of the Company’s common stock as determined by an independent third-party valuation firm. The specialists at this valuation firm considered a variety of factors including the Company’s financial position and historical financial performance, the status of technological developments within the Company’s products, the composition and ability of the current clinical and management team, an evaluation or benchmark of the Company’s competition, the current business climate in the marketplace, the illiquid nature of the common stock, arm’s length sales of the Company’s capital stock (including Series Preferred), the effect of the rights and preferences of the preferred stockholders, and the prospects of a liquidity event, among others. ● expected volatility: As the Company is a privately-owned company, there is not sufficient historical volatility for the expected term of the options. Therefore, the Company used an average historical share price volatility based on an analysis of reported data for a peer group of comparable companies for which historical information is available. For these analyses, the Company selects companies with comparable characteristics to itself including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock- based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of its stock-based awards. The Company intends to consistently apply this process using representative companies until a sufficient amount of historical information regarding the volatility of its own share price becomes available; ● risk-free interest rate, which is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption; ● expected term, which is calculated using the simplified method, as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment, as the Company has insufficient historical information regarding its stock options to provide a basis for an estimate. Under this approach, the weighted-average expected life is presumed to be the average of the contractual term of ten years and the weighted-average vesting term of the stock options, taking into consideration multiple vesting tranches; ● dividend yield, which is zero based on the fact that the Company never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Prior to the adoption of Accounting Standards ASU No. 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting | |
Income Taxes | Income Taxes The consolidated financial statements reflect provisions for federal, state, local and foreign income taxes. Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax basis of assets and liabilities using rates anticipated to be in effect when such temporary differences reverse. A change in tax rates is recognized in income in the period of the enactment date. A valuation allowance against net deferred tax assets is required if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company also assesses the probability that the positions taken or expected to be taken in its income tax returns will be sustained by taxing authorities. A “more likely than not” (more than 50%) recognition threshold must be met before a tax benefit can be recognized. Tax positions that are more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position, are reflected in the Company’s consolidated financial statements. Tax positions are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The difference between the benefit recognized for a position and the tax benefit claimed on a tax return is referred to as an unrecognized tax benefit. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. | |
Foreign Currency Translation | Foreign Currency Translation The financial statements of each of the Company’s subsidiaries with a functional currency other than the U.S. dollar are translated into U.S. dollars using period-end exchange rates for assets and liabilities, historical exchange rates for stockholders’ equity and weighted average exchange rates for operating results. Translation gains and losses are included in accumulated other comprehensive income (loss) in stockholders’ equity. Foreign currency transaction gains and losses are included in other (expense) income, net in the results of operations. | |
Reclassifications | Reclassifications Certain items in the prior year consolidated financial statements have been reclassified to conform to the current presentation. | |
Concentration of Credit Risk and Major Sales Channels | Concentrations of Credit Risk and Off -Balance-Sheet Risk The Company has no significant off-balance-sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash and cash equivalents, investments, accounts receivable and unbilled account receivables. The Company’s cash balances, trade receivables, and grants receivable subject the Company to significant concentrations of credit risk. Periodically, the Company maintains deposits in government insured financial institutions in excess of government insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash. The Company’s grants receivable are due from government agencies, which the Company believes to have high credit quality. The Company has a limited number of commercial customers. The Company monitors the creditworthiness of customers to whom it grants credit terms and has not experienced any credit losses. | |
Earnings (Loss) per Share | Earnings (Loss) per Share The Company computes basic earnings (loss) per share by dividing income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding. During periods of income, the Company allocates participating securities a proportional share of income determined by dividing total weighted average participating securities by the sum of the total weighted average common shares and participating securities (the “two-class method”). The Company’s restricted stock and various series of preferred stocks participate in dividends declared by the Company and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods of loss, the Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company. The Company computes diluted earnings (loss) per share after giving consideration to the dilutive effect of stock options and warrants that are outstanding during the period, except where such non-participating securities would be anti-dilutive. | |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief operating decision maker view the Company’s operations and manage its business as one operating segment. Geographically, the Company operates out of the U.S. and Italy. The corporate headquarters including the core functions of sales and marketing, medical affairs, research and development and general and administrative are located in the U.S., while substantially all of the Company’s manufacturing facilities and operations physically reside in Italy. | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Credit Losses In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). The FASB has subsequently issued amendments to ASU 2016-13, which have the same effective and transition date of fiscal years beginning after December 15, 2019 for SEC filers other than small reporting companies, and fiscal years beginning after December 15, 2022 for all other entities. These standards require that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establish additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, these standards now require allowances to be recorded instead of reducing the amortized cost of the investment. The Company adopted the new standard on January 1, 2021. The Company has completed the assessment of the standard based on the composition of its portfolio of financial instruments and current and forecasted economic conditions, performed its calculations for credit losses and established processes and internal controls that are required to comply with the new credit loss standard and related disclosure requirements. The adoption of this standard did not have a significant impact on the condensed consolidated financial position and results of operations. | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases months result in an entity recognizing an asset and liability equal to the present value of the lease payments in the statement of financial position. This standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company early adopted this guidance using the effective date approach, as of January 1, 2019, which resulted in no restatement of prior periods or cumulative adjustment to accumulated deficit. The adoption of the new leasing standards did not have an impact on the consolidated statements of operations or cash flows. In June 2018, the FASB issued ASU 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808) In December 2019, the FASB issued ASU 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes |
Summary of Significant Accou_23
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of estimated useful lives of property and equipment | Asset Category Useful Lives Computer equipment and software 1 – 3 years Laboratory and manufacturing equipment 2.5 – 8 years Leasehold improvements 5 – 10 years, or the remaining term of lease, if shorter Buildings and land improvements 18 – 20 years Land Not depreciated |
Fair Value Measurement (Table_2
Fair Value Measurement (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements | ||
Schedule of the financial instruments, measured at fair value, by level within the fair value hierarchy on recurred basis | Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of December 31, 2020 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Assets: Marketable securities $ 23,998 $ 23,998 $ — $ — Total assets measured at fair value $ 23,998 $ 23,998 $ — $ — Liabilities: Preferred stock warrants $ 12,099 $ — $ — $ 12,099 One SRL call option (see Note 11) 1,545 — — 1,545 Total liabilities measured at fair value $ 13,644 $ — $ — $ 13,644 | Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Assets: Marketable securities $ 23,998 $ 23,998 $ — $ — Total assets measured at fair value $ 23,998 $ 23,998 $ — $ — Liabilities: Preferred stock warrants $ 12,099 $ — $ — $ 12,099 Contingent call option for investment in related party (see Note 11) 1,545 1,545 Total liabilities measured at fair value $ 13,644 $ — $ — $ 13,644 |
Schedule of the financial instruments, measured at fair value, by level within the fair value hierarchy on recurred basis | Assets and liabilities that are measured at fair value on a recurring basis, and the level of the fair value hierarchy utilized to determine such fair values, consisted of the following as of September 30, 2021 (in thousands): Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Liabilities: Preferred stock warrants $ 17,457 $ — $ — $ 17,457 One SRL call option (see Note 11) 2,040 — — 2,040 Total liabilities measured at fair value $ 19,497 $ — $ — $ 19,497 | Fair Value Measurements Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Identical Assets Inputs Inputs Fair Value (Level 1) (Level 2) (Level 3) Liabilities: Tranche rights liability $ 310 $ — $ — $ 310 Preferred stock warrants 15,996 — — 15,996 Total liabilities measured at fair value $ 16,306 $ — $ — $ 16,306 |
Schedule of probabilities of scenarios occurring | September 30, December 31, 2021 2020 Long-term IPO scenario 15.0 % 75.0 % Special purpose acquisition company (“SPAC”) scenario 75.0 % 0.0 % Market adjusted equity value method 10.0 % 25.0 % | At December 31, 2020 2019 IPO scenario 75.0 % 75.0 % Trade sale 25.0 % 25.0 % Trade sale after Qualified Financing 0.0 % 0.0 % |
Schedule of changes to company's warrant liability | The following represents a summary of the changes to the Company’s warrant liability for the nine months ended September 30, 2021 (in thousands): Series A ‑ 1 Series A ‑ 3 Series A ‑ 4 Warrants Warrants Warrants Total Balance at December 31, 2020 $ 581 $ 2,896 $ 8,622 $ 12,099 Exercise of warrants (937) (2,987) — (3,924) Change in fair value of warrant liability 356 91 8,835 9,282 Balance at September 30, 2021 $ — $ — $ 17,457 $ 17,457 | Series 3 Series 4 Series A-1 Series A-3 Series A-4 Growth Growth Warrants Warrants Warrants Warrants Options Total Balance at January 1, 2019 $ 752 $ 3,332 $ 10,067 $ — $ — $ 14,151 Issuance of Series 3 Growth warrant liability — — — 4,706 — 4,706 Issuance of Series 4 Growth option liability — — — — 677 677 Change in fair value of warrant liability (267) (791) (2,381) (75) (24) (3,538) Balance at December 31, 2019 485 2,541 7,686 4,631 653 15,996 Issuance of Series 4 Growth option liability — — — — 745 745 Extinguishment of Series 3 Growth warrant — — — (5,973) — (5,973) Exercise of Series A-4 warrants — — (135) — — (135) Change in fair value of warrant liability 96 355 1,071 1,342 (1,398) 1,466 Balance at December 31, 2020 $ 581 $ 2,896 $ 8,622 $ — $ — $ 12,099 |
Schedule of weighted average assumptions used to determine the fair value of the warrant liability | Series A-4 Warrants Expected term 0.5 year Expected volatility 63.0 % Expected dividend yield 0.0 % Risk free interest rate 0.3 % Estimated fair value of the redeemable convertible preferred stock $ 24.67 Exercise price of warrants $ 0.04 Series A ‑ 1 Series A ‑ 3 Series A ‑ 4 Warrants Warrants Warrants Expected term 0.3 years 1.5 years 2.6 years Expected volatility 48.0 % 68.0 % 59.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % Risk free interest rate 0.1 % 0.1 % 0.2 % Estimated fair value of the redeemable convertible preferred stock $ 12.24 $ 12.21 $ 12.22 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 | The following weighted average assumptions were used to determine the fair value of the warrant liability at December 31, 2020: Series A-1 Series A-3 Series A-4 Warrants Warrants Warrants Expected term 0.3 years 1.5 years 2.6 years Expected volatility 48.0 % 68.0 % 59.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % Risk free interest rate 0.1 % 0.1 % 0.2 % Estimated fair value of the redeemable convertible preferred stock $ 12.24 $ 12.21 $ 12.22 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 The following weighted average assumptions were used to determine the fair value of the warrant liability at December 31, 2019: Series 3 Series 4 Series A-1 Series A-3 Series A-4 Growth Growth Warrants Warrants Warrants Warrants Options Expected term 1.3 years 2.5 years 3.6 years 10.0 years 0.96 years Expected volatility 52.0 % 55.0 % 58.0 % 45.0 % 49.0 % Expected dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Risk free interest rate 1.59 % 1.60 % 1.64 % 1.92 % 1.59 % Estimated fair value of the redeemable convertible preferred stock $ 10.73 $ 10.70 $ 10.72 $ 17.09 $ 17.27 Exercise price of warrants $ 4.44 $ 0.04 $ 0.04 $ 17.27 $ 20.72 |
Schedule of changes to company's call option liability | The following represents a summary of the changes to Company’s call option liability from December 31, 2020 through September 30, 2021 (in thousands): Balance at December 31, 2020 $ 1,545 Change in fair value of One SRL call option 601 Foreign currency translation gain (106) Balance at September 30, 2021 $ 2,040 | Fair value of call option liability at issuance $ 1,494 Foreign currency translation loss 51 Balance at December 31, 2020 $ 1,545 |
Marketable Securities (Tables_2
Marketable Securities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Marketable Securities | ||
Schedule of summarizes the marketable securities held | The following table summarizes the marketable securities held at December 31, 2020 (in thousands): Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Marketable securities: Commercial paper $ 15,999 $ 1 $ (2) $ 15,998 United States Treasury securities 8,000 — — 8,000 Total marketable securities $ 23,999 $ 1 $ (2) $ 23,998 | Gross Gross Amortized Unrealized Unrealized Cost Gains Losses Fair Value Marketable securities: Commercial paper $ 15,999 $ 1 $ (2) $ 15,998 United States Treasury securities 8,000 — — 8,000 Total marketable securities $ 23,999 $ 1 $ (2) $ 23,998 |
Product Revenue, Reserve and _2
Product Revenue, Reserve and Allowance (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Product Revenue Reserve and Allowance. | ||
Schedule of activity in the product revenue reserve and allowance | The following table summarizes the activity in the product revenue reserve and allowance for the nine months ended September 30, 2021 and 2020 (in thousands): Nine Months Ended, September 30 2021 2020 Beginning balance at January 1 $ 14 $ — Provision related to product sales 376 246 Credits and payments made (365) (227) Ending balance at September 30 $ 25 $ 19 | 2020 Beginning balance at January 1 $ — Provision related to product sales 980 Credits and payments made (966) Ending balance at December 31 $ 14 |
Inventories (Tables)_2
Inventories (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Inventories | ||
Schedule of inventories | Inventories consisted of the following (in thousands): At September 30, At December 31, 2021 2020 Raw materials $ 6,549 $ 1,213 Work in process 2,236 913 Finished goods 659 2,433 Consignment inventories — 563 Total inventories $ 9,444 $ 5,122 | At December 31, 2020 2019 Raw materials $ 1,213 $ 771 Work in process 913 — Finished goods 2,433 — Consignment inventories 563 — Total inventories $ 5,122 $ 771 |
Prepaid Expenses and Other Cu_5
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Prepaid Expenses and Other Current Assets | ||
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): At September 30, At December 31, 2021 2020 Prepaid expenses $ 5,116 $ 1,024 Prepaid contract research costs 427 169 Research and development tax credit 696 1,131 Value added tax receivable 3,204 4,315 Deferred financing costs 2,904 38 Prepaid expenses and other current assets $ 12,347 $ 6,677 | At December 31, 2020 2019 Prepaid expenses $ 1,024 $ 314 Prepaid contract research costs 169 908 Research and development tax credit 1,131 405 Value added tax receivable 4,315 1,302 Deferred financing costs 38 — Prepaid expenses and other current assets $ 6,677 $ 2,929 |
Property and Equipment, Net (_2
Property and Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property and Equipment, Net | ||
Schedule of property and equipment, net | Property and equipment, net, consists of the following (in thousands): At September 30, At December 31, 2021 2020 Laboratory and manufacturing equipment $ 22,340 $ 8,176 Buildings 10,060 4,334 Leasehold improvements 1,648 1,742 Computer equipment and software 471 176 Capitalized software 192 17 Construction in process 26,928 35,551 Property and equipment – at cost 61,639 49,996 Less accumulated depreciation (3,495) (3,101) Property and equipment – net $ 58,144 $ 46,895 | At December 31, 2020 2019 Laboratory and manufacturing equipment $ 8,176 $ 4,891 Buildings 4,334 2,649 Leasehold improvements 1,742 1,577 Computer equipment and software 176 105 Capitalized software 17 — Construction in process 35,551 5,619 Property and equipment – at cost 49,996 14,841 Less accumulated depreciation (3,101) (2,023) Property and equipment – net $ 46,895 $ 12,818 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accrued Expenses [Abstract] | ||
Schedule of Accrued Expenses | Accrued expenses and other current liabilities consist of the following (in thousands): At September 30, At December 31, 2021 2020 Accrued payroll and related benefits $ 2,751 $ 3,009 Accrued professional fees and outside contractors (including due to related party of $64 and $109, respectively) 8,879 3,494 Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) 5,690 — Accrued property, plant and equipment additions 1,280 768 Accrued interest 974 49 Deferred IPO fees 738 — Total accrued expenses $ 20,312 $ 7,320 | At December 31, 2020 2019 Accrued payroll and related benefits $ 3,009 $ 1,438 Accrued professional fees and outside contractors (including due to related party of $109 and $16, respectively) 3,494 2,290 Accrued property, plant and equipment additions 768 488 Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) — 2,916 Income taxes (receivable) payable — (142) Accrued interest 49 12 Total accrued expenses $ 7,320 $ 7,002 |
Other Long-Term Liabilities (_2
Other Long-Term Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Other Long-Term Liabilities | ||
Other Long-Term Liabilities | Other long-term liabilities consist of the following (in thousands): At September 30, At December 31, 2021 2020 Deferred IPO fees $ — $ 738 Long-term tax liabilities 107 301 Contingent loss for research and development tax credits 3,055 3,233 Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) — 5,912 One SRL call option (see Note 11) 2,040 1,545 Total other long-term liabilities $ 5,202 $ 11,729 | At December 31, 2020 2019 Deferred IPO fees $ 738 $ 738 Long-term tax liabilities 301 156 Contingent loss for research and development tax credits 3,233 2,956 Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) 5,912 5,274 Contingent call option for investment in related party (see Note 11) 1,545 — Deferred credit (see Note 11) — 1,230 Capital lease obligations — 7 Total other long-term liabilities $ 11,729 $ 10,361 |
Significant Agreements (Table_2
Significant Agreements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Significant Agreements | ||
Schedule of allocated consideration in the June 2019 transaction on relative fair value basis | The Company initially allocated consideration in the June 2019 transaction on a relative fair value basis in the following manner (in thousands): Consideration Cash $ 12,668 Warrants for redeemable convertible preferred stock 4,706 Fair value of total consideration $ 17,374 Assets acquired at relative fair value Intangible asset related to reduction in royalty $ 15,564 Equity-method investment 1,810 Total assets acquired $ 17,374 | Consideration Cash $ 12,668 Warrants for redeemable convertible preferred stock 4,706 Fair value of total consideration $ 17,374 Assets acquired at relative fair value Intangible asset related to reduction in royalty $ 15,564 Equity-method investment 1,810 Total assets acquired $ 17,374 |
Schedule of finite lived intangible assets amortization expense | A summary of the intangible asset activity that resulted from this transaction during the year ended December 31, 2020 through September 30, 2021 (in thousands): Balance at December 31, 2020 $ 17,947 Amortization expense (1,700) Balance at September 30, 2021 $ 16,247 A summary of the intangible asset activity that resulted from this transaction during the years ended December 31, 2019 and 2020 is as follows (in thousands): Intangible asset at relative fair value $ 15,564 Adjustment to record deferred tax liability 5,783 Carrying value of intangible asset at June 2019 acquisition date 21,347 Amortization expense (1,133) Balance at December 31, 2019 $ 20,214 Amortization expense (2,267) Balance at December 31, 2020 $ 17,947 | Intangible asset at relative fair value $ 15,564 Adjustment to record deferred tax liability 5,783 Carrying value of intangible asset at June 2019 acquisition date 21,347 Amortization expense (1,133) Balance at December 31, 2019 $ 20,214 Amortization expense (2,267) Balance at December 31, 2020 $ 17,947 |
Schedule of equity-method investment activity | Initially allocated value of equity-method investment $ 1,810 Deferred tax asset generated by book-to-tax difference (see Note 17) 3,040 Adjustment to carrying value of equity-method investment (1,810) Deferred credit (1,230) Balance at December 31, 2019 $ — | |
Schedule of gains on warrant liability settlement | Carrying value of warrants for redeemable convertible preferred stock $ 5,973 Fair value of common stock warrants, net of cash consideration paid of $10 (4,312) Fair value of contingent call option granted to One shareholders (1,494) Gain on warrant liability extinguishment $ 167 |
Debt (Tables)_2
Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt | ||
Schedule of principle payments in connection to debt outstanding | Future principal payments in connection to debt outstanding as of September 30, 2021 are as follows (in thousands): 2021 (excluding the nine months ended September 30, 2021) $ 38 2022 2,230 2023 7,902 2024 5,606 2025 4,290 Thereafter 17,468 $ 37,534 | Future principal payments in connection to debt outstanding as of December 31, 2020 are as follows (in thousands): 2021 $ 313 2022 2,360 2023 4,683 2024 4,706 2025 4,539 Thereafter 18,486 $ 35,087 |
Warrants (Tables)_2
Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Warrants | ||
Schedule of warrants outstanding | The following represents a summary of the warrants outstanding at September 30, 2021: Number of Shares Issued Classification Exercisable for Issuable August 2013 Liability Series A‑4 redeemable convertible preferred stock (“Series A‑4”) 708,493 October 2020 Equity Common stock 522,009 The following represents a summary of the warrants outstanding at December 31, 2020: Number of Shares Issued Classification Exercisable for Issuable April 2011 Liability Series A‑1 redeemable convertible preferred stock (“Series A‑1”) 74,784 June 2012 Liability Series A‑3 redeemable convertible preferred stock (“Series A‑3”) 238,189 August 2013 Liability Series A ‑ 4 708,493 October 2020 Equity Common stock 522,009 | Summary of Outstanding Warrants The following represents a summary of the warrants outstanding at December 31, 2020: Number of Shares Issued Classification Exercisable for Issuable April 2011 Liability Series A-1 redeemable convertible preferred stock (“Series A-1”) 74,784 June 2012 Liability Series A-3 redeemable convertible preferred stock (“Series A-3”) 238,189 August 2013 Liability Series A-4 redeemable convertible preferred stock (“Series A-4”) 708,493 October 2020 Equity Common stock 522,009 The following represents a summary of the warrants outstanding at December 31, 2019: Number of Shares Issued Classification Exercisable for Issuable April 2011 Liability Series A-1 74,784 June 2012 Liability Series A-3 238,189 August 2013 Liability Series A-4 719,670 December 2019 (1) Liability Series 3 Growth redeemable convertible preferred stock (“Series 3 Growth”) 478,828 December 2019 (2) Liability Series 4 Growth redeemable convertible preferred stock (“Series 4 Growth”) 2,419,573 (1) The Company had an obligation to issue such warrants to One under the amended and restated master agreement as of December 31, 2019 (see Note 11). (2) Options of holders of Series 3 Growth redeemable convertible preferred stock to purchase shares of Series 4 Growth redeemable convertible preferred stock. |
Redeemable Convertible Prefer_6
Redeemable Convertible Preferred Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Redeemable Convertible Preferred Stock | ||
Schedule of redeemable convertible preferred stock | Redeemable convertible preferred stock consisted of the following at September 30, 2021 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A‑1 1,711,755 1,689,193 7,505 $ 7,113 1,689,193 Series A‑2 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A‑3 1,730,874 1,730,874 5,188 7,460 1,730,874 Series A‑4 2,159,022 1,450,529 4,347 2,602 1,450,529 Series A‑5 1,977,114 1,977,114 24,539 49,151 1,977,114 Series Growth 2,538,274 2,538,274 31,500 63,381 2,538,274 Series 2 Growth 2,370,803 2,370,803 30,370 59,223 2,370,803 Series 3 Growth 6,308,529 5,818,895 100,492 164,733 5,818,895 Total 19,957,625 18,736,936 $ 206,971 $ 356,696 18,736,936 Redeemable convertible preferred stock consisted of the following at December 31, 2020 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A‑1 1,711,755 1,636,971 7,273 $ 6,176 1,636,971 Series A‑2 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A‑3 1,730,874 1,492,685 4,474 4,463 1,492,685 Series A‑4 2,159,022 1,450,529 5,473 2,602 1,450,529 Series A‑5 1,977,114 1,977,114 24,536 24,991 1,977,114 Series Growth 2,538,274 2,538,274 31,500 32,763 2,538,274 Series 2 Growth 2,370,803 2,370,803 30,370 30,684 2,370,803 Series 3 Growth 6,308,529 5,818,895 150,768 108,813 5,818,895 Total 19,957,625 18,446,525 $ 257,424 $ 213,525 18,446,525 | Redeemable convertible preferred stock consisted of the following at December 31, 2020 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A-1 1,711,755 1,636,971 7,273 $ 6,176 1,636,971 Series A-2 redeemable convertible preferred stock (“Series A-2”) 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A-3 1,730,874 1,492,685 4,474 4,463 1,492,685 Series A-4 2,159,022 1,450,529 5,473 2,602 1,450,529 Series A-5 1,977,114 1,977,114 24,536 24,991 1,977,114 Series Growth redeemable convertible preferred stock (“Series Growth”) 2,538,274 2,538,274 31,500 32,763 2,538,274 Series 2 Growth redeemable convertible preferred stock (“Series 2 Growth”) 2,370,803 2,370,803 30,370 30,684 2,370,803 Series 3 Growth 6,308,529 5,818,895 150,768 108,813 5,818,895 Total 19,957,625 18,446,525 $ 257,424 $ 213,525 18,446,525 Redeemable convertible preferred stock consisted of the following at December 31, 2019 (in thousands, except for share data): Preferred Common Stock Stock Issued and Liquidation Carrying Issuable Upon Authorized Outstanding Preference Value Conversion Series A-1 1,711,755 1,636,971 $ 7,273 $ 6,176 1,636,971 Series A-2 1,161,254 1,161,254 3,030 3,033 1,161,254 Series A-3 1,730,874 1,492,685 4,474 4,463 1,492,685 Series A-4 2,159,022 1,439,352 5,430 2,466 1,439,352 Series A-5 1,977,114 1,977,114 24,536 24,536 1,977,114 Series Growth 2,538,274 2,538,274 31,500 31,500 2,538,274 Series 2 Growth 2,370,803 2,370,803 30,370 30,370 2,370,803 Series 3 Growth 5,355,049 2,973,270 77,037 51,348 2,973,270 Total 19,004,145 15,589,723 $ 183,650 $ 153,892 15,589,723 |
Common Stock (Tables)_2
Common Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Common Stock | ||
Schedule of common stock | At September 30, At December 31, 2021 2020 Common stock options outstanding 5,229,675 5,034,858 Conversion of all classes of redeemable convertible preferred stock 18,736,936 18,446,525 Issuances upon exercise of warrants to purchase Series A‑1, upon conversion to common warrants — 74,784 Issuances upon exercise of warrants to purchase Series A‑3, upon conversion to common warrants — 238,189 Issuances upon exercise of warrants to purchase Series A‑4, upon conversion to common warrants 708,493 708,493 Issuances upon exercise of common stock warrants 522,009 522,009 Total common stock reserved for future issuance 25,197,113 25,024,858 | At December 31, 2020 and 2019 common stock reserved for future issuance was as follows: At December 31, 2020 2019 Common stock options outstanding 5,034,858 3,800,342 Conversion of all classes of redeemable convertible preferred stock 18,446,525 15,589,723 Issuances upon exercise of warrants to purchase Series A-1, upon conversion to common warrants 74,784 74,784 Issuances upon exercise of warrants to purchase Series A-3, upon conversion to common warrants 238,189 238,189 Issuances upon exercise of warrants to purchase Series A-4, upon conversion to common warrants 708,493 719,670 Issuances upon exercise of warrants to purchase Series 3 Growth, upon conversion to common warrants — 478,828 Issuances upon exercise of options to purchase Series 4 Growth, upon conversion to common warrants — 2,419,573 Issuances upon exercise of common stock warrants 522,009 — Total common stock reserved for future issuance 25,024,858 23,321,109 |
Stock-Based Compensation (Tab_2
Stock-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stock-based Compensation | ||
Schedule of stock option activity | Weighted- Weighted- Average Average Exercise Remaining Aggregate Number of Price per Contractual Intrinsic Value Options Share Term (Years) (in thousands) Outstanding at December 31, 2020 5,034,858 $ 9.26 6.1 $ 14,742 Granted 295,413 $ 14.41 Exercised (10,840) $ 0.84 145 Forfeited (59,340) $ 11.22 Expired (30,416) $ 11.32 Outstanding at September 30, 2021 5,229,675 $ 9.53 5.6 $ 79,176 Exercisable at September 30, 2021 4,120,199 $ 8.87 4.6 $ 65,093 Nonvested at September 30, 2021 1,109,476 $ 11.98 9.0 $ 14,083 | The following table summarizes the Company’s stock option activity for the year ended December 31, 2020: Weighted- Weighted- Average Average Exercise Remaining Aggregate Number of Price per Contractual Intrinsic Value Options Share Term (Years) (in thousands) Outstanding at December 31, 2019 3,800,342 $ 8.65 5.94 $ 11,358 Granted 1,271,073 11.03 Exercised (10,839) 1.12 16 Forfeited — Expired (25,718) 10.82 Outstanding at December 31, 2020 5,034,858 $ 9.26 6.12 $ 14,742 Exercisable at December 31, 2020 3,453,942 $ 8.26 4.68 $ 13,641 Nonvested at December 31, 2020 1,580,916 $ 11.42 9.26 $ 1,101 |
Schedule of stock-based compensation expense | Stock-based compensation expense is classified in the consolidated statements of operations as follows (in thousands): Nine Months Ended September 30, 2021 2020 Research and development $ 1,304 $ 1,467 General and administrative 2,876 1,960 Total $ 4,180 $ 3,427 | Stock-based compensation expense is classified in the consolidated statements of operations as follows (in thousands): Year ended December 31, 2020 2019 Research and development $ 1,960 $ 1,925 General and administrative 2,848 2,878 Total $ 4,808 $ 4,803 |
Income Taxes (Tables)_2
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Taxes | |
Summary of the equity-method investment activity | A summary of the equity-method investment activity during the year ended December 31, 2019 is as follows (in thousands): Initially allocated value of equity-method investment $ 1,810 Deferred tax asset generated by book-to-tax difference 3,040 Adjustment to carrying value of equity-method investment (1,810) Deferred credit (see Note 11) (1,230) Balance at December 31, 2019 $ — |
Earnings (Loss) per Share (Ta_2
Earnings (Loss) per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings (Loss) per Share | ||
Schedule of Basic and diluted loss per share attributable to common stockholders | Nine Months Ended September 30, 2021 2020 Numerator: Net loss $ (74,055) $ (11,965) Accretion of redeemable convertible preferred stock to redemption value (139,237) (6,568) Accretion of noncontrolling interest put option to redemption value (285) (467) Net loss attributable to common stockholders $ (213,577) $ (19,000) Denominator: Weighted average common shares outstanding, basic and diluted 2,161,848 2,147,064 Net loss per share, basic and diluted $ (98.79) $ (8.85) | December 31, 2020 2019 Numerator: Net loss $ (25,905) $ (22,964) Accretion of redeemable convertible preferred stock to redemption value (11,372) 10,400 Accretion of noncontrolling interest put option to redemption value (567) — Net loss attributable to common stockholders $ (37,844) $ (12,564) Denominator: Weighted average common shares outstanding, basic and diluted 2,149,182 2,120,200 Net loss per share, basic and diluted $ (17.61) $ (5.93) |
Schedule of Anti-Dilutive shares for computation of diluted net loss per share attributable to common stockholders | At September 30, At September 30, 2021 2020 Convertible preferred stock 18,736,936 18,435,348 Warrants on convertible preferred stock 708,493 6,302,856 Options to purchase common stock 5,229,675 4,985,576 Warrants on common stock 522,009 — Total 25,197,113 29,723,780 | December 31, 2020 2019 Convertible preferred stock 18,446,525 15,589,723 Warrants on convertible preferred stock 1,021,466 1,032,643 Options to purchase common stock 5,074,547 3,840,031 Warrants on common stock 522,009 — Total 25,064,547 20,462,397 |
Commitments and Contingencies_7
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | ||
Schedule of future minimum rental payments under the Company's noncancelable operating leases | Future minimum rental payments under the Company’s noncancelable operating leases at September 30, 2021 are as follows (in thousands): 2021 (excluding the nine months ended September 30, 2021) $ 134 2022 541 2023 551 2024 528 2025 353 $ 2,107 | Future minimum rental payments under the Company’s noncancelable operating leases at December 31, 2020 are as follows (in thousands): 2021 $ 534 2022 543 2023 553 2024 529 2025 353 $ 2,511 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair value of assets and liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Assets | |||
Marketable securities | $ 0 | $ 23,998 | |
Fair Value, Recurring [Member] | |||
Assets | |||
Marketable securities | 23,998 | ||
Total assets measured at fair value | 23,998 | ||
Liabilities | |||
Preferred stock warrants | 17,457 | 12,099 | $ 15,996 |
One SRL call option (see Note 11) | 2,040 | 1,545 | |
Total liabilities measured at fair value | 19,497 | 13,644 | 16,306 |
Fair Value, Transfers Between Level 1 and Level 2, Description and Policy [Abstract] | |||
Assets, Transfer from Level 1 to Level 2 | 0 | 0 | 0 |
Assets, Transfer from Level 2 to Level 1 | 0 | 0 | 0 |
Assets, Transfer into Level 3 | 0 | 0 | 0 |
Assets, Transfer out of Level 3 | 0 | 0 | 0 |
Liabilities, Transfer from Level 1 to Level 2 | 0 | 0 | 0 |
Liabilities, Transfer from Level 2 to Level 1 | 0 | 0 | 0 |
Liabilities, Transfer into Level 3 | 0 | 0 | 0 |
Liabilities, Transfer out of Level 3 | 0 | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Assets | |||
Marketable securities | 23,998 | ||
Total assets measured at fair value | 23,998 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Liabilities | |||
Preferred stock warrants | 17,457 | 12,099 | 15,996 |
One SRL call option (see Note 11) | 2,040 | 1,545 | |
Total liabilities measured at fair value | $ 19,497 | $ 13,644 | $ 16,306 |
Fair Value Measurements - Sig_2
Fair Value Measurements - Significant assumption (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Measurements | |||
Long-term IPO scenario | 15.00% | 75.00% | 75.00% |
Special purpose acquisition company ("SPAC") scenario | 75 | 0 | |
Market adjusted equity value method | 10 | 25 |
Fair Value Measurements - Pre_2
Fair Value Measurements - Preferred stock warrant liability (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrant liability, beginning | $ 5,973 | |||
Warrant liability, ending | $ 5,973 | |||
Warrant liability, current | 17,457 | 581 | $ 653 | |
Warrant liability, noncurrent | 11,518 | 15,343 | ||
Warrant Liability [Member] | ||||
Warrant liability, beginning | 12,099 | $ 15,996 | 15,996 | 14,151 |
Exercise of warrants | (3,924) | (135) | ||
Change in fair value of warrant liability | 9,282 | 1,000 | 1,466 | (3,538) |
Issuance | 745 | |||
Extinguishment | (5,973) | |||
Warrant liability, ending | 17,457 | 12,099 | 15,996 | |
Series A-1 | Warrant Liability [Member] | ||||
Warrant liability, beginning | 581 | 485 | 485 | 752 |
Exercise of warrants | (937) | |||
Change in fair value of warrant liability | 356 | 96 | (267) | |
Warrant liability, ending | 581 | 485 | ||
Series A-3 | Warrant Liability [Member] | ||||
Warrant liability, beginning | 2,896 | 2,541 | 2,541 | 3,332 |
Exercise of warrants | (2,987) | |||
Change in fair value of warrant liability | 91 | 355 | (791) | |
Warrant liability, ending | 2,896 | 2,541 | ||
Series A-4 | Warrant Liability [Member] | ||||
Warrant liability, beginning | 8,622 | 7,686 | 7,686 | 10,067 |
Exercise of warrants | (135) | |||
Change in fair value of warrant liability | 8,835 | 1,071 | (2,381) | |
Warrant liability, ending | $ 17,457 | 8,622 | 7,686 | |
Series 3 Growth | Warrant Liability [Member] | ||||
Warrant liability, beginning | 4,631 | 4,631 | ||
Change in fair value of warrant liability | 1,342 | (75) | ||
Issuance | 4,706 | |||
Extinguishment | (5,973) | |||
Warrant liability, ending | 4,631 | |||
Series 4 Growth Redeemable Convertible Preferred Stock | Warrant Liability [Member] | ||||
Warrant liability, beginning | $ 653 | 653 | ||
Change in fair value of warrant liability | (1,398) | (24) | ||
Issuance | $ 745 | 677 | ||
Warrant liability, ending | $ 653 |
Fair Value Measurements - Wei_2
Fair Value Measurements - Weighted average assumptions (Details) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020$ / shares | Dec. 31, 2019USD ($) |
Series A-1 | Expected term | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.3 | 1.3 | ||
Series A-1 | Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 48 | 52 | ||
Series A-1 | Expected dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | 0 | ||
Series A-1 | Risk free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.1 | 1.59 | ||
Series A-1 | Estimated fair value of the redeemable convertible preferred stock | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 12.24 | 12.24 | 10.73 | |
Series A-1 | Exercise price of warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 4.44 | 4.44 | 4.44 | |
Series A-3 | Expected term | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 1.5 | 2.5 | ||
Series A-3 | Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 68 | 55 | ||
Series A-3 | Expected dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | 0 | ||
Series A-3 | Risk free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.1 | 1.60 | ||
Series A-3 | Estimated fair value of the redeemable convertible preferred stock | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 12.21 | 12.21 | 10.70 | |
Series A-3 | Exercise price of warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.04 | 0.04 | 0.04 | |
Series A-4 | Expected term | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.5 | 2.6 | 3.6 | |
Series A-4 | Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 63 | 59 | 58 | |
Series A-4 | Expected dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | 0 | 0 | |
Series A-4 | Risk free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.3 | 0.2 | 1.64 | |
Series A-4 | Estimated fair value of the redeemable convertible preferred stock | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 24.67 | 12.22 | 12.22 | 10.72 |
Series A-4 | Exercise price of warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.04 | 0.04 | 0.04 | 0.04 |
Series 3 Growth | Expected term | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 10 | |||
Series 3 Growth | Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 45 | |||
Series 3 Growth | Expected dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | |||
Series 3 Growth | Risk free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 1.92 | |||
Series 3 Growth | Estimated fair value of the redeemable convertible preferred stock | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 17.09 | |||
Series 3 Growth | Exercise price of warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 17.27 | |||
Series 4 Growth | Expected term | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.96 | |||
Series 4 Growth | Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 49 | |||
Series 4 Growth | Expected dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | |||
Series 4 Growth | Risk free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 1.59 | |||
Series 4 Growth | Estimated fair value of the redeemable convertible preferred stock | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 17.27 | |||
Series 4 Growth | Exercise price of warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 20.72 |
Fair Value Measurements - Cal_2
Fair Value Measurements - Call option liability (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements | ||
Balance at December 31, 2020 | $ 1,545 | $ 1,494 |
Change in the fair value of One SRL call option | 601 | |
Foreign currency translation gain | (106) | (51) |
Balance at September 30, 2021 | $ 2,040 | $ 1,545 |
Marketable Securities (Detail_2
Marketable Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | |
Marketable Securities [Line Items] | ||
Amortized Cost | $ 23,999 | |
Gross Unrealized Gain | 1 | |
Gross Unrealized Losses | (2) | |
Fair Value | 23,998 | $ 0 |
Commercial Paper | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 15,999 | |
Gross Unrealized Gain | 1 | |
Gross Unrealized Losses | (2) | |
Fair Value | 15,998 | |
US Treasury Securities [Member] | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 8,000 | |
Fair Value | $ 8,000 |
Product Revenue Reserve and A_5
Product Revenue Reserve and Allowance - Narratives (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jul. 31, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jan. 31, 2021 | Dec. 31, 2019 | |
Product Revenue Reserve and Allowance | |||||||
Deferred income current | $ 30,000 | ||||||
Revenue recognized | $ 8,293 | $ 19,243 | $ 21,442 | ||||
Accounts receivable | 184 | $ 818 | |||||
Contract term | 5 years | ||||||
Discounted time-based milestone included in other assets | 9,051 | $ 3,959 | $ 3,294 | ||||
Roman Health Pharmacy LLC ("Ro") | |||||||
Product Revenue Reserve and Allowance | |||||||
Accounts receivable | 600 | ||||||
Deferred revenue | 33,000 | ||||||
Contract term | 1 year | ||||||
GoGoMeds | |||||||
Product Revenue Reserve and Allowance | |||||||
Revenue recognized | 400 | 100 | |||||
Accounts receivable | 200 | 100 | |||||
CMS Bridging DMCC ("CMS") | |||||||
Product Revenue Reserve and Allowance | |||||||
Revenue recognized | 18,700 | 18,700 | |||||
Upfront fee | $ 15,000 | 15,000 | 15,000 | ||||
Milestone payment required | $ 5,000 | 5,000 | |||||
Discounted time-based milestone | 3,700 | 3,700 | |||||
Accreted as interest income | 1,300 | 1,300 | |||||
Contract term | 30 days | ||||||
Discounted time-based milestone included in other assets | 4,000 | 3,900 | |||||
Product revenue | |||||||
Product Revenue Reserve and Allowance | |||||||
Revenue recognized | 8,293 | 509 | 2,708 | ||||
Accounts receivable | 200 | 800 | |||||
Product revenue | Roman Health Pharmacy LLC ("Ro") | |||||||
Product Revenue Reserve and Allowance | |||||||
Deferred income current | $ 10,000 | ||||||
Revenue recognized | $ 7,700 | 500 | 2,500 | ||||
Accounts receivable | 600 | ||||||
Product revenue | GoGoMeds | |||||||
Product Revenue Reserve and Allowance | |||||||
Revenue recognized | 100 | ||||||
Accounts receivable | 100 | ||||||
Licensing revenue | |||||||
Product Revenue Reserve and Allowance | |||||||
Revenue recognized | $ 18,734 | $ 18,734 |
Product Revenue Reserve and A_6
Product Revenue Reserve and Allowance - Product revenue reserve and allowance (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Product Revenue Reserve and Allowance | |||
Total revenue, net | $ 8,293 | $ 19,243 | $ 21,442 |
Accounts receivable | 184 | 818 | |
Product revenue | |||
Product Revenue Reserve and Allowance | |||
Product revenue reserve and allowance, beginning balance | 14 | 0 | 0 |
Provision related to product sales | 376 | 246 | 980 |
Credits and payments made | (365) | (227) | (966) |
Product revenue reserve and allowance, ending balance | 25 | 19 | 14 |
Total revenue, net | 8,293 | $ 509 | 2,708 |
Accounts receivable | $ 200 | $ 800 |
Inventories (Details)_2
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventories | |||
Raw materials | $ 6,549 | $ 1,213 | $ 771 |
Work in process | 2,236 | 913 | |
Finished goods | 659 | 2,433 | |
Consignment inventories | 563 | ||
Total inventories | $ 9,444 | $ 5,122 | $ 771 |
Prepaid Expenses and Other Cu_6
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expenses and Other Current Assets | |||
Prepaid expenses | $ 5,116 | $ 1,024 | $ 314 |
Prepaid contract research costs | 427 | 169 | 908 |
Research and development tax credit | 696 | 1,131 | 405 |
Value added tax receivable | 3,204 | 4,315 | 1,302 |
Deferred financing costs | 2,904 | 38 | |
Prepaid expenses and other current assets | $ 12,347 | $ 6,677 | $ 2,929 |
Property and Equipment Net (D_2
Property and Equipment Net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment - at cost | $ 61,639 | $ 49,996 | $ 14,841 |
Less accumulated depreciation | (3,495) | (3,101) | (2,023) |
Property and equipment - net | 58,144 | 46,895 | 12,818 |
Laboratory and manufacturing equipments | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment - at cost | 22,340 | 8,176 | 4,891 |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment - at cost | 10,060 | 4,334 | 2,649 |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment - at cost | 471 | 176 | 105 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment - at cost | 1,648 | 1,742 | 1,577 |
Capitalized software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment - at cost | 192 | 17 | |
Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment - at cost | $ 26,928 | $ 35,551 | $ 5,619 |
Property and Equipment Net - _2
Property and Equipment Net - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Payment to acquire manufacturing building | $ 18,383 | $ 23,573 | $ 32,212 | $ 10,487 | |
Depreciation expense not related to manufacturing activities | 500 | 500 | |||
Depreciation expense related to manufacturing activities | 400 | 0 | |||
Depreciation | $ 591 | $ 602 | $ 512 | $ 462 | |
Buildings | |||||
Property, Plant and Equipment [Line Items] | |||||
Payment to acquire manufacturing building | $ 2,600 |
Accrued Expenses (Details)_2
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Expenses [Abstract] | |||
Accrued payroll and related benefits | $ 2,751 | $ 3,009 | $ 1,438 |
Accrued professional fees and outside contractors (including due to related party of $64 and $109, respectively) | 8,879 | 3,494 | 2,290 |
Accrued property, plant and equipment additions | 1,280 | 768 | 488 |
Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) | 5,690 | 2,916 | |
Income taxes (receivable) payable | (142) | ||
Accrued interest | 974 | 49 | 12 |
Total accrued expenses | 20,312 | 7,320 | 7,002 |
Accrued Professional fee, due to related party | 64 | 109 | 16 |
Deferred IPO Fees | $ 738 | $ 738 | $ 738 |
Other Long-Term Liabilities (_3
Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Other Long-Term Liabilities | ||||
Deferred IPO fees | $ 738 | $ 738 | $ 738 | |
Long-term tax liabilities | 107 | 301 | 156 | |
Contingent loss for research and development tax credits | 3,055 | 3,233 | 2,956 | |
Unpaid portion of acquisition of intangible asset and investment in related party (see Note 11) | 5,912 | 5,274 | ||
One SRL call option (see Note 11) | 2,040 | 1,545 | ||
Deferred credit (see Note 11) | $ (1,200) | 1,230 | ||
Capital lease obligations | 7 | |||
Total other long-term liabilities | $ 5,202 | 11,729 | 10,361 | |
Accrued legal fee associated to IPO | $ 700 | $ 700 |
Significant Agreements - Narr_2
Significant Agreements - Narratives (Details) (Imported) $ in Thousands, € in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2020USD ($) | Nov. 30, 2020EUR (€) | May 31, 2020USD ($) | May 31, 2020EUR (€) | Sep. 30, 2021USD ($) | Sep. 30, 2021EUR (€) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Significant Agreements | ||||||||||
Revenue recognized | $ 8,293 | $ 19,243 | $ 21,442 | |||||||
Other income | 1,032 | 3,631 | 6,000 | $ 1,132 | ||||||
Deferred income, current liability | $ 34,193 | 34,193 | 624 | 52 | ||||||
Grants receivable | 8,792 | 8,792 | 8,116 | 605 | ||||||
Deferred income, non-current liability | 8,711 | 8,711 | 8,276 | 29 | ||||||
Horizon 2020 Grant | ||||||||||
Significant Agreements | ||||||||||
Grant funding for certain facility and equipment investments | 0 | 54,000 | ||||||||
Grant funding for certain research and development expenditures | 23,000 | 1,300 | ||||||||
Grant proceeds collected | 600 | 800 | ||||||||
Loan proceeds | 200 | $ 300 | ||||||||
Puglia 1 Grant | ||||||||||
Significant Agreements | ||||||||||
Other income | 500 | 3,400 | 3,500 | |||||||
Grant funding for certain facility and equipment investments | $ 6,600 | € 5.3 | 6,200 | € 5.3 | 300 | 200 | 100 | |||
Grant funding for certain research and development expenditures | $ 4,800 | € 3.9 | $ 4,500 | 3.9 | $ 3,300 | 100 | 3,400 | |||
Grant funding for certain research and development expenditures, period | 3 years | 3 years | 3 years | |||||||
Period not permitted to physically move the reimbursed assets from the Puglia region | 5 years | 5 years | ||||||||
Deferred income | $ 6,600 | $ 6,600 | 5,800 | |||||||
Deferred income, current liability | 900 | 900 | 600 | |||||||
Grants receivable | 5,600 | 5,600 | 4,300 | |||||||
Deferred income, non-current liability | 4,900 | |||||||||
Puglia 2 Grant | ||||||||||
Significant Agreements | ||||||||||
Revenue recognized | 800 | |||||||||
Other income | 1,000 | $ 600 | ||||||||
Grant funding for certain facility and equipment investments | $ 4,000 | € 3.3 | 3,800 | 3.3 | ||||||
Grant funding for certain research and development expenditures | $ 10,200 | € 8.3 | $ 9,600 | € 8.3 | ||||||
Grant proceeds collected | $ 2,000 | |||||||||
Grant funding for certain research and development expenditures, period | 3 years | 3 years | 3 years | |||||||
Period not permitted to physically move the reimbursed assets from the Puglia region | 5 years | 5 years | ||||||||
Deferred income | $ 3,300 | $ 3,300 | 3,000 | |||||||
Deferred income, current liability | 300 | 300 | ||||||||
Grants receivable | $ 3,200 | $ 3,200 | $ 3,900 |
Significant Agreements - One _2
Significant Agreements - One S.r.l. ("One") (Details) $ in Thousands, € in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Oct. 31, 2020USD ($) | Oct. 31, 2020EUR (€) | Jun. 30, 2019USD ($) | Jun. 30, 2019EUR (€) | Sep. 30, 2021USD ($) | Sep. 30, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2020EUR (€) | Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) | Sep. 30, 2021EUR (€) | Jun. 30, 2019EUR (€) | Dec. 31, 2018USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Other long-term liabilities | $ 5,202 | $ 11,729 | $ 10,361 | ||||||||||
Consideration | |||||||||||||
Cash | 12,668 | ||||||||||||
Warrants for redeemable convertible preferred stock | 4,706 | ||||||||||||
Fair value of total consideration | 17,374 | ||||||||||||
Assets acquired at relative fair value | |||||||||||||
Intangible asset related to reduction in royalty | 15,564 | ||||||||||||
Equity-method investment | 1,810 | 0 | $ 1,810 | ||||||||||
Total assets acquired | 17,374 | ||||||||||||
One | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity interest acquired (as a percent) | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||
Payment upon achievement of future commercial milestones | $ 8,000 | € 6.5 | $ 6,700 | € 5.5 | |||||||||
Payment upon achievement of commercial success of new medical indications | $ 13,500 | € 11 | $ 12,700 | € 11 | |||||||||
Require of issue warrant for redeemable convertible preferred stock upon achievement within 30 days of commercial success of new medical indications (as a percent) | 2.70% | 2.70% | 2.70% | 2.70% | |||||||||
Gross proceeds of future qualifying equity financing | $ 50,000 | $ 50,000 | |||||||||||
Cash consideration | 13,100 | 13,300 | € 11.5 | € 11.5 | |||||||||
Net present value | 12,700 | 12,700 | € 11.1 | € 11.1 | |||||||||
Consideration paid | 3,100 | € 2.6 | 4,400 | € 3.9 | |||||||||
Unpaid cash consideration, after adjusting for a foreign currency translation gain and interest expense | $ 5,700 | 5,900 | 8,200 | ||||||||||
Other long-term liabilities | $ 5,900 | 5,300 | |||||||||||
Accrued expense | $ 2,900 | ||||||||||||
Consideration | |||||||||||||
Cash | 12,668 | ||||||||||||
Warrants for redeemable convertible preferred stock | 4,706 | ||||||||||||
Fair value of total consideration | 17,374 | ||||||||||||
Assets acquired at relative fair value | |||||||||||||
Intangible asset related to reduction in royalty | 15,564 | ||||||||||||
Equity-method investment | 1,810 | ||||||||||||
Total assets acquired | $ 17,374 |
Significant Agreements - Inta_2
Significant Agreements - Intangible asset activity (Details) $ in Thousands, € in Millions | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 31, 2020USD ($)shares | Oct. 31, 2020EUR (€)shares | Jun. 30, 2019USD ($) | Jun. 30, 2019EUR (€) | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2021EUR (€)shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Intangible asset at relative fair value | $ 15,564 | |||||||||||
Adjustment to record deferred tax liability | $ 5,783 | |||||||||||
Intangible asset, beginning balance | $ 21,347 | $ 17,947 | $ 20,214 | $ 20,214 | ||||||||
Amortization expense | (1,133) | (1,700) | (1,700) | (2,267) | $ (1,133) | |||||||
Intangible asset, ending balance | $ 21,347 | 20,214 | 21,347 | 16,247 | 17,947 | 20,214 | ||||||
Deferred tax asset | 3,040 | 3,000 | 3,040 | |||||||||
Initially allocated value of equity-method investment | 1,810 | 1,810 | 0 | 0 | 1,810 | |||||||
Deferred tax asset generated by book-to-tax difference (see Note 17) | 3,040 | |||||||||||
Adjustment to carrying value of equity-method investment | 2,063 | (5,653) | ||||||||||
Deferred credit | (1,230) | |||||||||||
Provision for income taxes | 17 | 2,236 | 2,039 | (5,404) | ||||||||
Other long-term liabilities | 10,361 | 5,202 | 11,729 | 10,361 | ||||||||
Carrying value of warrant liability for redeemable convertible preferred stock | 5,973 | |||||||||||
Additional paid in capital recorded | 4,322 | |||||||||||
Fair value of common stock warrants, net of cash consideration paid of $10 | 4,312 | |||||||||||
Fair value of contingent call option granted to One shareholders | 1,494 | |||||||||||
Other Nonoperating Income | 1,032 | 3,631 | 6,000 | 1,132 | ||||||||
Gain on warrant liability extinguishment | 167 | |||||||||||
Fair value of common stock warrants, cash consideration paid | 10 | |||||||||||
One | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Intangible asset at relative fair value | 15,564 | |||||||||||
Adjustment to record deferred tax liability | 5,783 | 5,800 | 5,800 | |||||||||
Intangible asset, beginning balance | 21,347 | 17,947 | $ 20,214 | 20,214 | ||||||||
Amortization expense | (1,133) | (1,700) | (2,267) | |||||||||
Intangible asset, ending balance | 21,347 | 20,214 | $ 21,347 | 16,247 | 17,947 | 20,214 | ||||||
Initially allocated value of equity-method investment | 1,810 | |||||||||||
Deferred tax asset generated by book-to-tax difference (see Note 17) | 3,100 | |||||||||||
Adjustment to carrying value of equity-method investment | 1,800 | |||||||||||
Deferred credit | 1,200 | |||||||||||
Deferred tax asset wrote-off generated by the book-to-tax difference | 1,200 | |||||||||||
Deferred credit wrote-off | 3,000 | |||||||||||
Provision for income taxes | $ 1,800 | |||||||||||
Consideration upon achievement of future commercial milestones | $ 8,000 | € 6.5 | $ 6,700 | € 5.5 | ||||||||
Commercial milestones, cumulative net sales for weight loss product | € 2 | $ 2,000,000 | ||||||||||
Warrants granted to purchase upon achievement of future commercial milestones (in shares) | shares | 522,009 | 522,009 | 522,009 | 522,009 | ||||||||
Percent of ownership, contingent call option to buy back | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |||||||
Call option exercise price | $ 7,400 | € 6 | $ 7,000 | € 6 | $ 1,500 | |||||||
Fair value of warrant liability for redeemable convertible preferred stock | 6,000 | |||||||||||
Other long-term liabilities | $ 5,300 | 5,900 | $ 5,300 | |||||||||
Carrying value of warrant liability for redeemable convertible preferred stock | 5,800 | |||||||||||
Fair value of common stock warrants, net of cash consideration paid of $10 | 200 | |||||||||||
Fair value of contingent call option granted to One shareholders | 1,500 | |||||||||||
Gain on warrant liability extinguishment | $ 200 | |||||||||||
Fair value of common stock warrants, cash consideration paid | 4,300 | |||||||||||
The 2019 One Amendment | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Consideration upon achievement of future commercial milestones | 6,400 | 5.5 | ||||||||||
The 2020 One Amendment | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Consideration upon achievement of future commercial milestones | $ 7,500 | € 6.5 |
Significant Agreements - Rese_2
Significant Agreements - Research Innovation Fund ("RIF") Financing (Details) (Imported) € in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2020EUR (€) | Aug. 31, 2013USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021EUR (€) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2021EUR (€) | Dec. 31, 2020EUR (€) | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Debt | $ 37,534,000 | $ 35,087,000 | |||||||
Issuance Costs | $ 11,000,000 | 0 | $ 330,000 | 329,000 | $ 289,000 | ||||
Research Innovation Fund Financing [Member] | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Proceeds from RIF | € 10 | 11,600,000 | € 10 | $ 12,300,000 | |||||
Debt | € 15 | $ 17,400,000 | € 15 | € 18.4 | |||||
Interest rate | 6.35% | 6.35% | 6.35% | ||||||
Investments interest rate | 15.00% | 15.00% | 15.00% | ||||||
Annual interest rate in connection with transaction | 3.175% | 3.175% | 3.175% | 3.175% | |||||
Long term debt term | 8 years | 8 years | 8 years | ||||||
Equity interest held by related party | 22.00% | ||||||||
Minority interest, net of issuance cost | $ 11,300,000 | € 10 | |||||||
Issuance Costs | 400,000 | $ 400,000 | |||||||
Accretion of noncontrolling interest | 300,000 | 500,000 | |||||||
Foreign currency translation loss | $ 700,000 | $ 100,000 | $ 500,000 |
Debt - Additional information -
Debt - Additional information - (Details) $ / shares in Units, € in Thousands, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Nov. 30, 2019EUR (€) | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Sep. 30, 2021EUR (€) | Mar. 31, 2021EUR (€) | Dec. 31, 2020EUR (€) | Nov. 30, 2020EUR (€) | Oct. 31, 2020EUR (€) | Aug. 31, 2020EUR (€) | Dec. 31, 2019EUR (€) | May 31, 2014EUR (€) | |
Debt | |||||||||||
Debt | $ 37,534 | $ 35,087 | |||||||||
Purchase price of shares issued upon a conversion | shares | 0 | ||||||||||
Conversion price | $ / shares | $ 17.27 | ||||||||||
Gain on extinguishment of debt | 297 | ||||||||||
Intesa Sanpaolo Loan | |||||||||||
Debt | |||||||||||
Debt | € 2,400 | $ 5,800 | € 5,000 | € 5,000 | |||||||
Interest rate | 2.30% | 0.701% | |||||||||
Convertible debt payment due time | 3 months | ||||||||||
Net of transaction costs | € 100 | 14,000 | € 200 | 13,000 | |||||||
Intesa Sanpaolo Loan | Minimum [Member] | |||||||||||
Debt | |||||||||||
Debt | € | € 5,000 | ||||||||||
Intesa Sanpaolo Loan | Interest Base Rate 2.3% | |||||||||||
Debt | |||||||||||
Debt | 2,800 | ||||||||||
Net of transaction costs | 100 | ||||||||||
Intesa Sanpaolo Loan | Interest Base Rate 0.701% | |||||||||||
Debt | |||||||||||
Debt | 5,800 | ||||||||||
Net of transaction costs | 200 | ||||||||||
Horizon 2020 Grant | |||||||||||
Debt | |||||||||||
Debt | 200 | € 200 | € 300 | ||||||||
Interest rate | 0.171% | ||||||||||
Net of transaction costs | 22,000 | € 19,000 | € 21,000 | ||||||||
Horizon 2020 Grant | Interest Base Rate 0.171% | |||||||||||
Debt | |||||||||||
Debt | 300 | ||||||||||
Net of transaction costs | 25,000 | ||||||||||
RIF Transaction | |||||||||||
Debt | |||||||||||
Debt | 16,800 | € 14,500 | |||||||||
Interest rate | 6.35% | ||||||||||
Net of transaction costs | 600 | € 500 | |||||||||
Unicredit loan | |||||||||||
Debt | |||||||||||
Debt | 5,700 | € 4,900 | |||||||||
Interest rate | 2.12% | ||||||||||
Net of transaction costs | 100 | € 100 | |||||||||
Italian Economic Development Agency Loan | |||||||||||
Debt | |||||||||||
Debt | $ 1,400 | $ 1,500 | € 1,200 | € 1,200 | |||||||
Interest rate | 0.332% | 0.332% | 0.332% |
Debt - Future principal payme_2
Debt - Future principal payments in connection to debt - (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Long term debt future principal payments | ||
2021 (excluding the nine months ended September 30, 2021) | $ 38 | $ 313 |
2022 | 2,230 | 2,360 |
2023 | 7,902 | 4,683 |
2024 | 5,606 | 4,706 |
2025 | 4,290 | 4,539 |
Thereafter | 17,468 | 18,486 |
Long term debt | $ 37,534 | $ 35,087 |
Warrants (Details)_2_3_4
Warrants (Details) - shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Series A-1 redeemable convertible preferred stock ("Series A-1") | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Warrants outstanding | 74,784 | 74,784 | |
Series A-3 redeemable convertible preferred stock ("Series A-3") | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Warrants outstanding | 238,189 | 238,189 | |
Series A-4 redeemable convertible preferred stock ("Series A-4") | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Warrants outstanding | 708,493 | 708,493 | 719,670 |
Series 3 Growth redeemable convertible preferred stock -"Series 3 Growth" | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Warrants outstanding | 0 | 478,828 | |
Series 4 Growth redeemable convertible preferred stock -"Series 4 Growth" | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Warrants outstanding | 2,419,573 | ||
Common Stock Warrant [Member] | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Warrants outstanding | 522,009 | 522,009 | |
Warrants and Rights Subject to Mandatory Redemption [Member] | Series A-4 redeemable convertible preferred stock ("Series A-4") | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Warrants outstanding | 708,493 | 719,670 | |
Warrants and Rights Subject to Mandatory Redemption [Member] | Series 3 Growth redeemable convertible preferred stock -"Series 3 Growth" | |||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||
Warrants outstanding | 478,828 |
Warrants (Details 1)_2
Warrants (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Apr. 30, 2011 | Sep. 30, 2021 | Dec. 31, 2020 | Apr. 30, 2021 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2015 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||
Gross proceeds from first sale of shares | $ 50,000 | $ 50,000 | |||||
Issuances upon exercise of common stock warrants | 522,009 | 522,009 | 478,828 | ||||
Term for warrants expiration | 30 days | ||||||
Warrant liability | $ 11,518 | $ 15,343 | |||||
Series A-1 redeemable convertible preferred stock ("Series A-1") | |||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||
Exercise price of warrants | $ 4.44 | ||||||
Gross proceeds from first sale of shares | $ 5,000 | ||||||
Quotient for calculating number of warrants exercisable | $ 300 | ||||||
Issuances upon exercise of common stock warrants | 74,784 | 52,222 | |||||
Term for warrants expiration | 3 years | ||||||
Warrant liability | $ 0 | $ 600 | $ 900 | ||||
Warrants and Rights Subject to Mandatory Redemption [Member] | Series A-1 redeemable convertible preferred stock ("Series A-1") | |||||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||||
Exercise price of warrants | $ 4.44 | $ 4.44 | |||||
Gross proceeds from first sale of shares | $ 5,000 | ||||||
Quotient for calculating number of warrants exercisable | $ 300 | ||||||
Issuances upon exercise of common stock warrants | 74,784 | ||||||
Term for warrants expiration | 3 years | ||||||
Warrant liability | $ 600 | $ 500 |
Warrants (Details 2)_2
Warrants (Details 2) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2012 |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Issuances upon exercise of common stock warrants | 522,009 | 522,009 | 478,828 | ||
Warrant liability | $ 11,518 | $ 15,343 | |||
Series A-3 redeemable convertible preferred stock ("Series A-3") | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Issuances upon exercise of common stock warrants | 238,189 | 238,189 | |||
Exercise price of warrants | $ 3,000,000 | $ 0.04 | |||
Warrant liability | $ 0 | 2,900 | $ 700 | ||
Warrants and Rights Subject to Mandatory Redemption [Member] | Series A-3 redeemable convertible preferred stock ("Series A-3") | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Issuances upon exercise of common stock warrants | 238,189 | ||||
Exercise price of warrants | $ 0.04 | ||||
Warrant liability | $ 2,900 | $ 2,500 | $ 700 |
Warrants (Details 3)_2
Warrants (Details 3) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2013 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Issuances upon exercise of common stock warrants | 522,009 | 522,009 | 478,828 | ||
Warrant liability | $ 11,518 | $ 15,343 | |||
Series A4 Redeemable Convertible Preferred Stock Warrant [Member] | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Issuances upon exercise of common stock warrants | 719,670 | ||||
Exercise price of warrants | $ 0.04 | ||||
Warrant liability | $ 1,700 | ||||
Number of shares issued upon exercise of warrants | 708,493 | 708,493 | |||
Fair value of warrants exercised | $ 17,500 | $ 8,600 | |||
Warrants outstanding | 708,493 | 708,493 | 719,670 | ||
Warrants and Rights Subject to Mandatory Redemption [Member] | Series A4 Redeemable Convertible Preferred Stock Warrant [Member] | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Issuances upon exercise of common stock warrants | 719,670 | ||||
Exercise price of warrants | $ 0.04 | ||||
Warrant liability | $ 8,600 | $ 7,700 | $ 1,700 | ||
Number of shares issued upon exercise of warrants | 11,177 | ||||
Fair value of warrants exercised | $ 100 | ||||
Warrants outstanding | 708,493 | 719,670 |
Warrants (Details 4)_2
Warrants (Details 4) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2020 | Sep. 30, 2021 | Oct. 31, 2020 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Term for warrants expiration | 30 days | ||||
Warrant liability | $ 15,343 | $ 11,518 | |||
Issuances upon exercise of common stock warrants | 478,828 | 522,009 | 522,009 | ||
Gain on warrant liability extinguishment | $ 50,000 | ||||
Series 3 Growth redeemable convertible preferred stock -"Series 3 Growth" | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Warrant issued as percentage of shares of capital stock outstanding | 2.70% | ||||
Proceeds from sale of equity investment | $ 50,000 | ||||
Warrant liability | $ 4,600 | $ 4,700 | |||
Warrants outstanding | 478,828 | 0 | |||
Warrants and Rights Subject to Mandatory Redemption [Member] | Series 3 Growth redeemable convertible preferred stock -"Series 3 Growth" | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Warrant issued as percentage of shares of capital stock outstanding | 2.70% | ||||
Term for warrants expiration | 30 days | ||||
Proceeds from sale of equity investment | $ 50,000 | $ 50,000 | |||
Warrant liability | $ 4,600 | $ 6,000 | |||
Gain on warrant liability extinguishment | $ 200 | ||||
Warrants outstanding | 478,828 | ||||
Warrants and Rights Subject to Mandatory Redemption [Member] | Series 3 Growth redeemable convertible preferred stock -"Series 3 Growth" | Minimum | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Warrant liability | $ 4,700 |
Warrants (Details 5)_2
Warrants (Details 5) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Granted | $ 14.41 | $ 11.03 | |||
Term for warrants expiration | 30 days | ||||
Fair value of option | 3,800,342 | 5,229,675 | 5,034,858 | 3,800,342 | |
Warrant liability, current | $ 653 | $ 17,457 | $ 581 | $ 653 | |
Change in the fair value of warrants | $ 1,466 | $ (3,538) | |||
Series 4 Growth redeemable convertible preferred stock -"Series 4 Growth" | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Granted | $ 20.72 | ||||
Term for warrants expiration | 1 year | 1 year | |||
Issuance of redeemable convertible preferred stock, and extinguishment of tranche rights liability (in shares) | 2,973,270 | 2,845,625 | 2,973,270 | ||
Number of options issued | 2,419,573 | 2,371,812 | |||
Warrant liability, current | $ 700 | $ 700 | $ 700 | ||
Change in the fair value of warrants | $ 1,400 | ||||
Warrants and Rights Subject to Mandatory Redemption [Member] | Series 4 Growth redeemable convertible preferred stock -"Series 4 Growth" | |||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Granted | $ 20.72 | ||||
Term for warrants expiration | 1 year | 1 year | |||
Number of options issued | 2,371,812 | 2,419,573 | |||
Change in the fair value of warrants | $ 1,400 |
Warrants (Details 6)_2
Warrants (Details 6) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||||
Issuances upon exercise of common stock warrants | 522,009 | 522,009 | 478,828 | |
Exercise/Issuance of warrants | $ 4,322 | |||
Common stock | ||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||||
Issuances upon exercise of common stock warrants | 522,009 | |||
Exercise/Issuance of warrants | $ 4,300 | |||
Warrants and Rights Subject to Mandatory Redemption [Member] | Common stock | ||||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||||
Issuances upon exercise of common stock warrants | 522,009 | |||
Exercise/Issuance of warrants | $ 4,300 |
Redeemable Convertible Prefer_7
Redeemable Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Jun. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Apr. 30, 2019 | Dec. 31, 2018 | Feb. 28, 2018 | Dec. 31, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Aug. 31, 2013 | Jun. 30, 2012 | May 31, 2011 | Apr. 30, 2011 |
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred Stock Authorized | 19,957,625 | 19,957,625 | 19,004,145 | |||||||||||||||
Redeemable convertible preferred stock, shares issued | 409,574 | |||||||||||||||||
Redeemable convertible preferred stock | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred Stock Authorized | 19,957,625 | 19,957,625 | 19,004,145 | |||||||||||||||
Issued and Outstanding | 18,736,936 | 18,446,525 | 15,589,723 | |||||||||||||||
Liquidation Preference | $ 206,971 | $ 257,424 | $ 183,650 | |||||||||||||||
Carrying Value | $ 356,696 | $ 213,525 | $ 153,892 | |||||||||||||||
Redeemable convertible preferred stock, shares issued | 18,736,936 | 18,446,525 | 15,589,723 | |||||||||||||||
Series A-1 | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred Stock Authorized | 1,711,755 | 1,711,755 | 1,711,755 | |||||||||||||||
Issued and Outstanding | 1,689,193 | 1,636,971 | 1,636,971 | 1,636,971 | 1,636,971 | |||||||||||||
Liquidation Preference | $ 7,505 | $ 7,273 | $ 7,273 | |||||||||||||||
Carrying Value | $ 7,113 | $ 6,176 | $ 6,176 | $ 6,176 | $ 6,176 | |||||||||||||
Redeemable convertible preferred stock, shares issued | 1,689,193 | 52,222 | 1,636,971 | 1,636,971 | 1,636,971 | |||||||||||||
Series A-2 | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred Stock Authorized | 1,161,254 | 1,161,254 | 1,161,254 | |||||||||||||||
Issued and Outstanding | 1,161,254 | 1,161,254 | 1,161,254 | 1,161,254 | 1,161,254 | |||||||||||||
Liquidation Preference | $ 3,030 | $ 3,030 | $ 3,030 | |||||||||||||||
Carrying Value | $ 3,033 | $ 3,033 | $ 3,033 | $ 3,033 | $ 3,033 | |||||||||||||
Redeemable convertible preferred stock, shares issued | 1,161,254 | 1,161,254 | 1,161,254 | 409,440 | ||||||||||||||
Series A-3 | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred Stock Authorized | 1,730,874 | 1,730,874 | 1,730,874 | |||||||||||||||
Issued and Outstanding | 1,730,874 | 1,492,685 | 1,492,685 | 1,492,685 | 1,492,685 | |||||||||||||
Liquidation Preference | $ 5,188 | $ 4,474 | $ 4,474 | |||||||||||||||
Carrying Value | $ 7,460 | $ 4,463 | $ 4,463 | $ 4,463 | $ 4,463 | |||||||||||||
Redeemable convertible preferred stock, shares issued | 1,730,874 | 1,492,685 | 1,492,685 | 1,017,648 | ||||||||||||||
Series A-4 | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred Stock Authorized | 2,159,022 | 2,159,022 | 2,159,022 | |||||||||||||||
Issued and Outstanding | 1,450,529 | 1,450,529 | 1,439,352 | 1,439,352 | 1,439,352 | |||||||||||||
Liquidation Preference | $ 4,347 | $ 5,473 | $ 5,430 | |||||||||||||||
Carrying Value | $ 2,602 | $ 2,602 | $ 2,466 | $ 2,466 | $ 2,466 | |||||||||||||
Redeemable convertible preferred stock, shares issued | 1,450,529 | 1,450,529 | 1,439,352 | 1,439,352 | ||||||||||||||
Series A-5 | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred Stock Authorized | 1,977,114 | 1,977,114 | 1,977,114 | |||||||||||||||
Issued and Outstanding | 1,977,114 | 1,977,114 | 1,977,114 | 1,977,114 | 1,977,114 | |||||||||||||
Liquidation Preference | $ 24,539 | $ 24,536 | $ 24,536 | |||||||||||||||
Carrying Value | $ 49,151 | $ 24,991 | $ 24,645 | $ 24,536 | $ 27,719 | |||||||||||||
Redeemable convertible preferred stock, shares issued | 1,977,114 | 1,977,114 | 1,977,114 | 33,949 | 1,450,265 | |||||||||||||
Series Growth | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred Stock Authorized | 2,538,274 | 2,538,274 | 2,538,274 | |||||||||||||||
Issued and Outstanding | 2,538,274 | 2,538,274 | 2,538,274 | 2,538,274 | 2,538,274 | |||||||||||||
Liquidation Preference | $ 31,500 | $ 31,500 | $ 31,500 | |||||||||||||||
Carrying Value | $ 63,381 | $ 32,763 | $ 32,198 | $ 31,500 | $ 35,587 | |||||||||||||
Redeemable convertible preferred stock, shares issued | 2,538,274 | 2,538,274 | 2,538,274 | 2,538,274 | ||||||||||||||
Series 2 Growth | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred Stock Authorized | 2,370,803 | 2,370,803 | 2,370,803 | |||||||||||||||
Issued and Outstanding | 2,370,803 | 2,370,803 | 2,370,803 | 2,370,803 | 1,570,909 | |||||||||||||
Liquidation Preference | $ 30,370 | $ 30,370 | $ 30,370 | |||||||||||||||
Carrying Value | $ 59,223 | $ 30,684 | $ 30,370 | $ 30,370 | $ 22,024 | |||||||||||||
Redeemable convertible preferred stock, shares issued | 2,370,803 | 2,370,803 | 2,370,803 | 409,574 | 1,561,280 | |||||||||||||
Series 3 Growth | ||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||
Preferred Stock Authorized | 6,308,529 | 6,308,529 | 5,355,049 | |||||||||||||||
Issued and Outstanding | 5,818,895 | 5,818,895 | 5,818,895 | 2,973,270 | ||||||||||||||
Liquidation Preference | $ 100,492 | $ 150,768 | $ 77,037 | |||||||||||||||
Carrying Value | $ 164,733 | $ 108,813 | $ 105,234 | $ 51,348 | ||||||||||||||
Redeemable convertible preferred stock, shares issued | 5,818,895 | 5,818,895 | 868,558 | 1,158,077 | 818,990 | 2,973,270 |
Redeemable Convertible Prefer_8
Redeemable Convertible Preferred Stock - Narrative (Details) | Dec. 31, 2018USD ($)shares | Jun. 27, 2012 | Oct. 31, 2020USD ($)shares | Aug. 31, 2020USD ($)shares | Jun. 30, 2020USD ($)shares | Apr. 30, 2020USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Apr. 30, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Sep. 30, 2018USD ($)shares | Jun. 30, 2018USD ($)shares | Feb. 28, 2018USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Apr. 30, 2015USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Aug. 31, 2013USD ($)$ / sharesshares | Jun. 30, 2012USD ($)$ / sharesshares | May 31, 2011USD ($)$ / sharesshares | Apr. 30, 2011USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2021 | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares | Apr. 30, 2021USD ($)shares |
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 409,574 | |||||||||||||||||||||||||
Conversion of convertible principal and accrued interest into redeemable convertible preferred stock | $ 12,148,000 | |||||||||||||||||||||||||
Conversion price of preferred stock | $ / shares | $ 17.27 | |||||||||||||||||||||||||
Issuance Costs | $ 11,000,000 | $ 0 | $ 330,000 | $ 329,000 | 289,000 | |||||||||||||||||||||
Percentage Of Purchase Of One Share of Redeemable Convertible Preferred Stock | 8 | |||||||||||||||||||||||||
Other income, net | $ 1,032,000 | 3,631,000 | $ 6,000,000 | $ 1,132,000 | ||||||||||||||||||||||
Number of shares issued upon warrants exercised | shares | 478,828 | 522,009 | 522,009 | 478,828 | ||||||||||||||||||||||
Stock issued, shares conversion of convertible securities | shares | 0 | |||||||||||||||||||||||||
Conversion price of debt securities | $ / shares | $ 17.27 | |||||||||||||||||||||||||
Gain/Loss on fair value of tranche rights | $ 256,000 | $ 256,000 | $ (418,000) | |||||||||||||||||||||||
Proceeds from IPO | $ 50,000,000 | $ 50,000,000 | ||||||||||||||||||||||||
Percentage of non-cumulative dividend payable | 8.00% | |||||||||||||||||||||||||
LLC Common Warrants | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Fair value of warrant | 100,000 | |||||||||||||||||||||||||
Fair value of common stock | 100,000 | |||||||||||||||||||||||||
Series A4 warrants | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Fair value of warrant | $ 1,700,000 | |||||||||||||||||||||||||
Series A-1 | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 1,636,971 | 1,636,971 | 1,689,193 | 1,636,971 | 1,636,971 | 52,222 | ||||||||||||||||||||
Shares issued on Conversion of debt | shares | 1,636,971 | |||||||||||||||||||||||||
Fair value of debt | $ 3,200,000 | $ 900,000 | ||||||||||||||||||||||||
Deferred Interest | $ 400,000 | |||||||||||||||||||||||||
Share issuance price | $ / shares | $ 4.44 | |||||||||||||||||||||||||
Fair Value of debt | $ 3,200,000 | $ 900,000 | ||||||||||||||||||||||||
Number of shares issued upon warrants exercised | shares | 74,784 | 74,784 | 74,784 | |||||||||||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 4.44 | $ 4.44 | ||||||||||||||||||||||||
Series A-2 | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 1,161,254 | 409,440 | 1,161,254 | 1,161,254 | 1,161,254 | |||||||||||||||||||||
Fair value of debt | $ 700,000 | |||||||||||||||||||||||||
Share issuance price | $ / shares | $ 2.61 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 1,100,000 | |||||||||||||||||||||||||
Fair Value of debt | 700,000 | |||||||||||||||||||||||||
Value of Convertible shares issued on exchange of services | $ 700,000 | |||||||||||||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 2.61 | $ 2.61 | ||||||||||||||||||||||||
Series A-2 | Convertible notes issued in 2011 | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Shares issued on Conversion of debt | shares | 284,249 | |||||||||||||||||||||||||
Fair value of debt | $ 700,000 | |||||||||||||||||||||||||
Conversion of convertible principal and accrued interest into redeemable convertible preferred stock | $ 600,000 | |||||||||||||||||||||||||
Conversion price of preferred stock | $ / shares | $ 1.96 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 700,000 | |||||||||||||||||||||||||
Fair Value of debt | $ 700,000 | |||||||||||||||||||||||||
Series A-2 | 2008 Loan | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Shares issued on Conversion of debt | shares | 191,625 | |||||||||||||||||||||||||
Deferred Interest | $ 500,000 | |||||||||||||||||||||||||
Share issuance price | $ / shares | $ 2.61 | |||||||||||||||||||||||||
Series A-2 | Pure Tech | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Shares issued on Conversion of debt | shares | 275,940 | |||||||||||||||||||||||||
Share issuance price | $ / shares | $ 2.61 | |||||||||||||||||||||||||
Convertible shares issued on exchange of services | shares | 275,940 | |||||||||||||||||||||||||
Series A-3 | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 1,492,685 | 1,017,648 | 1,730,874 | 1,492,685 | 1,492,685 | |||||||||||||||||||||
Share issuance price | $ / shares | $ 3 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 3,100,000 | |||||||||||||||||||||||||
Issuance Costs | 10,000,000 | |||||||||||||||||||||||||
Fair value of warrant | $ 3,000,000 | |||||||||||||||||||||||||
Number of shares issued upon warrants exercised | shares | 238,189 | 238,189 | 238,189 | 238,189 | ||||||||||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 3 | $ 3 | ||||||||||||||||||||||||
Series A-3 | Promissory note issued in 2012 | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Shares issued on Conversion of debt | shares | 219,792 | |||||||||||||||||||||||||
Fair value of debt | $ 700,000 | |||||||||||||||||||||||||
Share issuance price | $ / shares | $ 3 | |||||||||||||||||||||||||
Fair Value of debt | $ 700,000 | |||||||||||||||||||||||||
Series A-3 | Bridge loan | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Shares issued on Conversion of debt | shares | 255,245 | |||||||||||||||||||||||||
Fair value of debt | $ 700,000 | |||||||||||||||||||||||||
Conversion price of preferred stock | $ / shares | $ 2.85 | |||||||||||||||||||||||||
Fair Value of debt | $ 700,000 | |||||||||||||||||||||||||
Series A-4 | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 1,439,352 | 1,439,352 | 1,450,529 | 1,450,529 | 1,439,352 | |||||||||||||||||||||
Share issuance price | $ / shares | $ 3 | |||||||||||||||||||||||||
Number of Common shares issued per unit | shares | 1,439,352 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 4,300,000 | |||||||||||||||||||||||||
Issuance Costs | 11,000,000 | |||||||||||||||||||||||||
Percentage Of Purchase Of One Share of Redeemable Convertible Preferred Stock | 50 | |||||||||||||||||||||||||
Percentage of purchase of one Share of common stock | 50 | |||||||||||||||||||||||||
Fair value of warrant | $ 100,000 | |||||||||||||||||||||||||
Fair value of common stock | $ 2,500,000 | |||||||||||||||||||||||||
Number of shares issued upon warrants exercised | shares | 11,177 | 719,670 | 708,493 | 708,493 | 719,670 | |||||||||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 3.77 | $ 3.77 | ||||||||||||||||||||||||
Series A-4 | LLC Common Warrants | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Share issuance price | $ / shares | $ 3 | |||||||||||||||||||||||||
Percentage of purchase of one Share of common stock | 50 | |||||||||||||||||||||||||
Series A-4 | Series A4 warrants | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Shares issued on Conversion of debt | shares | 11,177 | |||||||||||||||||||||||||
Percentage of purchase of one Share of common stock | 50 | |||||||||||||||||||||||||
Fair value of warrant | $ 100,000 | |||||||||||||||||||||||||
Series A-5 | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 1,977,114 | 33,949 | 1,450,265 | 1,977,114 | 1,977,114 | 1,977,114 | ||||||||||||||||||||
Shares issued on Conversion of debt | shares | 492,900 | |||||||||||||||||||||||||
Fair value of debt | $ 4,300,000 | |||||||||||||||||||||||||
Share issuance price | $ / shares | $ 12.41 | $ 12.41 | ||||||||||||||||||||||||
Conversion price of preferred stock | $ / shares | $ 8.69 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 400,000 | $ 18,000,000 | ||||||||||||||||||||||||
Fair Value of debt | 4,300,000 | |||||||||||||||||||||||||
Issuance Costs | $ 100,000 | |||||||||||||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 12.41 | $ 12.41 | ||||||||||||||||||||||||
Series A-5 | Bridge loan | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Shares issued on Conversion of debt | shares | 492,900 | |||||||||||||||||||||||||
Fair value of debt | $ 4,300,000 | |||||||||||||||||||||||||
Fair Value of debt | $ 4,300,000 | |||||||||||||||||||||||||
Conversion price of debt securities | $ / shares | $ 8.69 | |||||||||||||||||||||||||
Series Growth | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 2,538,274 | 2,538,274 | 2,538,274 | 2,538,274 | 2,538,274 | |||||||||||||||||||||
Share issuance price | $ / shares | $ 12.41 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 31,500,000 | |||||||||||||||||||||||||
Issuance Costs | $ 100,000 | |||||||||||||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 12.41 | $ 12.41 | ||||||||||||||||||||||||
Series 2 Growth | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 2,370,803 | 409,574 | 1,561,280 | 2,370,803 | 2,370,803 | 2,370,803 | ||||||||||||||||||||
Share issuance price | $ / shares | $ 13.80 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 5,200,000 | $ 10,000,000 | ||||||||||||||||||||||||
Issuance Costs | $ 0 | $ 200,000 | ||||||||||||||||||||||||
Fair value of Preferred Stock price Per Share | $ / shares | $ 13.80 | |||||||||||||||||||||||||
Gain/Loss on fair value of tranche rights | $ 800,000 | |||||||||||||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 12.81 | $ 12.81 | ||||||||||||||||||||||||
Series 2 Growth Tranche Rights | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 390,320 | 390,320 | 390,320 | 390,320 | 1,561,280 | 390,320 | ||||||||||||||||||||
Share issuance price | $ / shares | $ 12.81 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 20,000,000 | ||||||||||||||||||||||
Issuance Costs | 0 | 0 | 7,000,000 | |||||||||||||||||||||||
Fair value of tranche rights | $ 1,800,000 | 1,100,000 | 1,800,000 | $ 1,800,000 | ||||||||||||||||||||||
Gain/Loss on fair value of tranche rights | 700,000 | $ 300,000 | $ 800,000 | |||||||||||||||||||||||
Series 2 Growth Initial Purchasers | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 780,640 | |||||||||||||||||||||||||
Share issuance price | $ / shares | $ 12.81 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | 5,000,000 | 5,000,000 | $ 200,000 | $ 10,000,000 | ||||||||||||||||||||||
Series 2 Growth Subsequent Purchasers | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 9,269 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 100,000 | |||||||||||||||||||||||||
Issuance Costs | $ 0 | $ 7,000,000 | $ 6,000,000 | |||||||||||||||||||||||
Gain/Loss on fair value of tranche rights | $ 1,800,000 | |||||||||||||||||||||||||
Series 2 Growth Subsequent Purchasers | Forecast [Member] | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 19,254 | |||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 200,000 | |||||||||||||||||||||||||
Series 3 Growth | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 868,558 | 1,158,077 | 818,990 | 2,973,270 | 5,818,895 | 5,818,895 | 2,973,270 | |||||||||||||||||||
Share issuance price | $ / shares | $ 17.27 | $ 17.27 | ||||||||||||||||||||||||
Number of Common shares issued per unit | shares | 703,439 | 703,439 | ||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 15,000,000 | $ 20,000,000 | $ 14,100,000 | $ 39,200,000 | ||||||||||||||||||||||
Issuance Costs | $ 100,000 | $ 200,000 | $ 26,000,000 | 300,000 | ||||||||||||||||||||||
Other expense for issuance costs | 6,000,000 | |||||||||||||||||||||||||
Fair value of warrant | $ 12,100,000 | $ 12,100,000 | ||||||||||||||||||||||||
Number of shares issued upon warrants exercised | shares | 478,828 | 478,828 | ||||||||||||||||||||||||
Stock issued, shares conversion of convertible securities | shares | 775,911 | 775,911 | ||||||||||||||||||||||||
Proceeds from convertible debt | $ 13,400,000 | |||||||||||||||||||||||||
Fair value of Preferred Stock price Per Share | $ / shares | $ 17.09 | $ 17.09 | ||||||||||||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 17.27 | $ 17.27 | ||||||||||||||||||||||||
Series 3 Growth | Bridge loan | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Shares issued on Conversion of debt | shares | 703,439 | |||||||||||||||||||||||||
Fair value of debt | $ 12,100,000 | $ 12,100,000 | ||||||||||||||||||||||||
Fair Value of debt | $ 12,100,000 | $ 12,100,000 | ||||||||||||||||||||||||
Series 3 Growth Initial Purchasers [Member] | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 2,269,831 | 2,269,831 | ||||||||||||||||||||||||
Number of Convertible shares issued per unit | shares | 2,269,831 | 2,269,831 | ||||||||||||||||||||||||
Series 3 Growth Tranche Rights | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 775,911 | 775,911 | 775,911 | |||||||||||||||||||||||
Share issuance price | $ / shares | $ 17.27 | $ 17.27 | ||||||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 13,400,000 | |||||||||||||||||||||||||
Other expense for issuance costs | 6,000,000 | |||||||||||||||||||||||||
Fair value of common stock | $ 400,000 | $ 400,000 | ||||||||||||||||||||||||
Other income, net | $ 300,000 | |||||||||||||||||||||||||
Gain/Loss on fair value of tranche rights | $ 100,000 | |||||||||||||||||||||||||
Series 4 Growth Redeemable Convertible Preferred Stock | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Number of shares issued upon warrants exercised | shares | 2,419,573 | 2,419,573 | ||||||||||||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 20.72 | $ 20.72 | ||||||||||||||||||||||||
Common stock | ||||||||||||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||||||||||||
Fair value of common stock | $ 100,000 |
Common Stock - common stock r_2
Common Stock - common stock reserved for future issuance - (Details) - shares | Sep. 30, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2012 |
Common Stock | |||||
Common stock options outstanding | 5,229,675 | 5,034,858 | |||
Issuances upon exercise of common stock warrants | 522,009 | 522,009 | 478,828 | ||
Total common stock reserved for future issuance | 25,197,113 | 25,024,858 | 23,321,109 | ||
Redeemable convertible preferred stock | |||||
Common Stock | |||||
Preferred stock | 18,736,936 | 18,446,525 | 15,589,723 | ||
Series A-1 | |||||
Common Stock | |||||
Issuances upon exercise of common stock warrants | 74,784 | 74,784 | |||
Series A-3 | |||||
Common Stock | |||||
Issuances upon exercise of common stock warrants | 238,189 | 238,189 | 238,189 | ||
Series A-4 | |||||
Common Stock | |||||
Issuances upon exercise of common stock warrants | 708,493 | 708,493 | 11,177 | 719,670 |
Stock-Based Compensation -201_2
Stock-Based Compensation -2016 Stock Option Plan (Details) - shares | 12 Months Ended | ||||
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2019 | Jan. 01, 2019 | |
Weighted average assumptions | |||||
Total common stock reserved for future issuance | 25,024,858 | 25,197,113 | 23,321,109 | ||
Stock Option Plan 2016 | |||||
Weighted average assumptions | |||||
Number of shares authorized | 5,634,251 | 4,018,185 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Number of Shares, Period Increase (Decrease) | 5,634,251 | ||||
Total common stock reserved for future issuance | 496,542 | 290,885 | 137,654 |
Stock-Based Compensation - St_3
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of options | ||||
Outstanding at December 31, 2020 | 5,034,858 | 3,800,342 | 3,800,342 | |
Granted | 295,413 | 1,271,073 | ||
Exercised | 10,840 | 10,839 | ||
Forfeited | 59,340 | 0 | ||
Expired | 30,416 | 25,718 | ||
Outstanding at September 30, 2021 | 5,229,675 | 5,034,858 | 3,800,342 | |
Exercisable at September 30, 2021 | 4,120,199 | 3,453,942 | ||
Nonvested at September 30, 2021 | 1,109,476 | 1,580,916 | ||
Weighted Average Exercise Price | ||||
Outstanding at December 31, 2020 | $ 9.26 | $ 8.65 | $ 8.65 | |
Granted | 14.41 | 11.03 | ||
Exercised | 0.84 | 1.12 | ||
Forfeited | 11.22 | |||
Expired | 11.32 | 10.82 | ||
Outstanding at September 31, 2021 | 9.53 | 9.26 | $ 8.65 | |
Exercisable at September 31, 2021 | 8.87 | 8.26 | ||
Nonvested at September 31, 2021 | $ 11.98 | $ 11.42 | ||
Weighted Average Remaining Contractual Life (in years) | ||||
Outstanding | 6 years 1 month 13 days | 5 years 11 months 8 days | ||
Exercised | 5 years 7 months 6 days | 16 years | ||
Exercisable at September 30, 2021 | 4 years 7 months 6 days | 4 years 8 months 4 days | ||
Nonvested at September 30, 2021 | 9 years | 9 years 3 months 3 days | ||
Aggregate Intrinsic Value | ||||
Outstanding at December 31, 2020 | $ 14,742 | $ 11,358 | $ 11,358 | |
Exercised | 145 | |||
Outstanding at September 30, 2021 | 79,176 | 14,742 | $ 11,358 | |
Exercisable at September 30, 2021 | 65,093 | 13,641 | ||
Nonvested at September 30, 2021 | 14,083 | 1,101 | ||
Total fair value | $ 4,700 | $ 2,400 | $ 2,400 |
Stock-Based Compensation - St_4
Stock-Based Compensation - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted average assumptions | ||||
Equity-based compensation expense | $ 4,180 | $ 3,427 | $ 4,808 | $ 4,803 |
Research and Development | ||||
Weighted average assumptions | ||||
Equity-based compensation expense | 1,304 | 1,467 | 1,960 | 1,925 |
General and Administrative | ||||
Weighted average assumptions | ||||
Equity-based compensation expense | $ 2,876 | $ 1,960 | $ 2,848 | $ 2,878 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - Stock Option Plan 2016 - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Weighted average assumptions | |||
Unrecognized compensation cost | $ 0.6 | $ 0.1 | |
Weighted-average period | 2 years 2 months 12 days | 8 months 12 days | |
Employees | |||
Weighted average assumptions | |||
Unrecognized compensation cost | $ 6.9 | $ 8.1 | |
Weighted-average period | 1 year 10 months 24 days | ||
Nonemployees | |||
Weighted average assumptions | |||
Unrecognized compensation cost | $ 0.4 | $ 0.6 | |
Weighted-average period | 2 years | 2 years 2 months 12 days | |
Options to purchase common stock | |||
Weighted average assumptions | |||
Unrecognized compensation cost | $ 8.1 | $ 4.5 | |
Weighted-average period | 2 years 2 months 12 days | 1 year 9 months 18 days |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | ||||
Provision for income taxes | $ 17 | $ 2,236 | $ 2,039 | $ (5,404) |
US statutory rate | 21.00% | 21.00% | 21.00% | 21.00% |
Deferred tax asset generated by book-to-tax difference | $ 3,100 | |||
Reduction in initial carrying value | $ 1,800 | (1,810) | ||
Deferred credit, Noncurrent | (1,200) | $ 1,230 | ||
Maximum | ||||
Income Tax Disclosure [Line Items] | ||||
Provision for income taxes | $ 100 | $ 2,200 |
Income Taxes - Equity-method in
Income Taxes - Equity-method investment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Taxes | ||||
Initially allocated value of equity-method investment | $ 1,810 | |||
Deferred tax asset generated by book-to-tax difference | $ 3,000 | 3,040 | ||
Adjustment to carrying value of equity-method investment | 1,800 | (1,810) | ||
Deferred credit (see Note 11) | $ 1,200 | (1,230) | ||
Equity-method investment | $ 1,810 | $ 0 | $ 1,810 |
Earnings (Loss) per Share (De_2
Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator 1: | ||||
Net loss | $ (74,055) | $ (11,965) | $ (25,905) | $ (22,964) |
Accretion of senior preferred stock to redemption value | (139,237) | (6,568) | (11,372) | 10,400 |
Accretion of noncontrolling interest put option to redemption value | (285) | (467) | (567) | |
Net loss attributable to common stockholders | $ (213,577) | $ (19,000) | $ (37,844) | $ (12,564) |
Denominator 1: | ||||
Weighted average common shares outstanding - basic | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 |
Weighted average common shares outstanding - diluted | 2,161,848 | 2,147,064 | 2,149,182 | 2,120,200 |
Net loss per share, basic | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) |
Net loss per share, diluted | $ (98.79) | $ (8.85) | $ (17.61) | $ (5.93) |
Earnings (Loss) per Share - S_2
Earnings (Loss) per Share - Schedule of Anti-Dilutive shares for computation of diluted net loss per share attributable to common stockholders (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 25,197,113 | 29,723,780 | 25,064,547 | 20,462,397 |
Convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 18,736,936 | 18,435,348 | 18,446,525 | 15,589,723 |
Warrants on convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 708,493 | 6,302,856 | 1,021,466 | 1,032,643 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 5,229,675 | 4,985,576 | 5,074,547 | 3,840,031 |
Warrants on common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 522,009 | 522,009 |
Commitments and Contingencies_8
Commitments and Contingencies - Future minimum rental payments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Future minimum rental payments, operating leases | ||
2021 (excluding the nine months ended September 30, 2021) | $ 134 | |
2022 | 541 | $ 534 |
2023 | 551 | 543 |
2024 | 528 | 553 |
2025 | 353 | 529 |
Total future minimum rental payments | $ 2,107 | $ 2,511 |
Commitments and Contingencies_9
Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | |
Operating leases | |||||
Remaining lease term | 3 years 9 months 18 days | 4 years 7 months 6 days | |||
Total lease payments | $ 2,107 | $ 2,511 | |||
Right of use assets | 2,100 | ||||
Short term lease liability | 474 | 421 | $ 386 | ||
Long term lease liability | 1,592 | 1,780 | 2,191 | ||
Lease expenses | $ 400 | $ 400 | $ 500 | 300 | |
Weighted average discount rate | 5.90% | 5.90% | |||
Minimum | |||||
Operating leases | |||||
Remaining lease term | 4 years | ||||
Maximum | |||||
Operating leases | |||||
Remaining lease term | 6 years | ||||
Office space located in Boston | |||||
Operating leases | |||||
Total lease payments | $ 3,200 | ||||
Laboratory and Manufacturing space located in Calimera | |||||
Operating leases | |||||
Total lease payments | $ 200 |
Commitments and Contingencie_10
Commitments and Contingencies (Details) € in Millions, $ in Millions | 1 Months Ended | 9 Months Ended | |
Dec. 31, 2009 | Sep. 30, 2021EUR (€) | Sep. 30, 2021USD ($) | |
PureTech | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Percentage of royalty on net product sales | 2.00% | ||
One S.r.l | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Percentage of royalty on net product sales | 2.00% | ||
Payments to be made upon the achievement of certain milestones | € 17.5 | $ 20.3 | |
Royalty and sublicense income agreement | PureTech | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Percentage of royalty on net product sales | 2.00% |
Commitments and Contingencie_11
Commitments and Contingencies - Research and Development Tax Credits (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Reduction to research and development expenses | $ 0.6 | $ 0.4 | |||
Liability for the contingent loss | $ 2.3 | ||||
Research and Development Tax Credits | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Reduction to research and development expenses | $ 0.1 | $ 0.4 | |||
Liability for the contingent loss | $ 3.1 | $ 3.2 | |||
Additional research and development tax credits | $ 0.6 |
Related Party Transactions (D_2
Related Party Transactions (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Outstanding accrued expenses and remaining undiscounted payments, related parties | $ 64 | $ 109 | $ 2,931 | |
PureTech | ||||
Related Party Transaction [Line Items] | ||||
Outstanding accrued expenses and remaining undiscounted payments, related parties | 100 | 100 | 100 | |
PureTech | Management services expenses | ||||
Related Party Transaction [Line Items] | ||||
Expense from related party transaction | 500 | $ 400 | 500 | $ 500 |
PureTech | Royalty expense | ||||
Related Party Transaction [Line Items] | ||||
Expense from related party transaction | $ 200 | $ 100 | $ 100 |
Related Party Transactions - _4
Related Party Transactions - One S.r.l (Details) € in Millions | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2021EUR (€) | Dec. 31, 2020EUR (€) | |
Related Party Transaction [Line Items] | ||||||
Outstanding accrued expenses and remaining undiscounted payments, related parties | $ 64,000 | $ 109,000 | $ 2,931,000 | |||
Founder of One | Consulting Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Expense from related party transaction | 100,000 | $ 100,000 | 300,000 | 200,000 | ||
Outstanding accrued expenses and remaining undiscounted payments, related parties | 19,000,000 | 43,000,000 | 16,000,000 | |||
One S.r.l | ||||||
Related Party Transaction [Line Items] | ||||||
Outstanding accrued expenses and remaining undiscounted payments, related parties | $ 5,800,000 | $ 6,100,000 | $ 8,500,000 | € 5 | € 5 | |
Equity interest acquired (as a percent) | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | |
Payments related to acquisition | $ 0 | 0 | $ 3,100,000 | $ 4,400,000 | ||
One S.r.l | Royalty expense | ||||||
Related Party Transaction [Line Items] | ||||||
Expense from related party transaction | $ 200,000 | $ 100,000 | ||||
Payments related to acquisition | $ 100,000 |
Related Party Transactions - _5
Related Party Transactions - CMS Agreements (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Series 3 Growth | ||||
Related Party Transaction [Line Items] | ||||
Number of shares sold | 2,845,625 | 2,845,625 | 2,973,270 | |
Aggregate purchase price | $ 48,125 | $ 48,125 | $ 50,017 | |
CMS Agreements | ||||
Related Party Transaction [Line Items] | ||||
One-time, non-refundable and non-creditable upfront fee | $ 15,000 | 15,000 | ||
Time-based milestone payment | $ 5,000 | $ 5,000 | ||
CMS Agreements | Series 3 Growth | ||||
Related Party Transaction [Line Items] | ||||
Number of shares sold | 1,158,077 | |||
Aggregate purchase price | $ 20,000 |
Related Party Transactions - _6
Related Party Transactions - RIF Transaction (Details) $ in Thousands, € in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Aug. 31, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021EUR (€) | Dec. 31, 2020USD ($) | Sep. 30, 2021EUR (€) | Dec. 31, 2020EUR (€) | Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | |||||||
Loan from related party | $ 64 | $ 109 | $ 2,931 | ||||
Equity investment that can be called beginning in December 2023 and ending in December 2026 | |||||||
Related Party Transaction [Line Items] | |||||||
Annual interest rate in connection with transaction | 15.00% | ||||||
Put by RIF starting in January 2027 and ending in December 2027 | |||||||
Related Party Transaction [Line Items] | |||||||
Annual interest rate in connection with transaction | 15.00% | 15.00% | 3.175% | ||||
RIF Transaction | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from sale of equity investment | $ 12,300 | ||||||
Equity interest held by related party | 22.00% | ||||||
Loan from related party | $ 17,400 | $ 18,400 | € 15 | ||||
Fixed interest rate on loan | 6.35% | 6.35% | 6.35% | ||||
RIF Transaction | Equity investment that can be called beginning in December 2023 and ending in December 2026 | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from sale of equity investment | $ 11,600 | € 10 | |||||
RIF Transaction | Put by RIF starting in January 2027 and ending in December 2027 | |||||||
Related Party Transaction [Line Items] | |||||||
Annual interest rate in connection with transaction | 3.175% | 3.175% | |||||
One S.r.l | |||||||
Related Party Transaction [Line Items] | |||||||
Loan from related party | $ 5,800 | $ 6,100 | € 5 | € 5 | $ 8,500 |
Subsequent Events (Details)_2
Subsequent Events (Details) $ in Millions | Dec. 13, 2021USD ($)item | Nov. 08, 2021USD ($) | Sep. 30, 2021USD ($) |
Subsequent Event [Line Items] | |||
Equity Value | $ 900 | ||
Subsequent Events. | |||
Subsequent Event [Line Items] | |||
Equity Value | $ 675 | ||
Subsequent Events. | Convertible promissory note | |||
Subsequent Event [Line Items] | |||
Number of existing investors | item | 2 | ||
Aggregate amount of note | $ 27 | ||
Interest rate | 10.00% |
Employee Benefit Plan_2
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Employee Benefit Plan | |
Employee Benefit Plan | 21. Employee Benefit Plan The Company has a 401(k) retirement plan in which substantially all U.S. employees are eligible to participate. Eligible employees may elect to contribute up to the maximum limits, as set by the Internal Revenue Service, of their eligible compensation. The Company made discretionary plan contributions of $0.2 million and $0.1 million during the years ended December 31, 2020 and 2019, respectively. |
Warrants (Tables) (Imported)
Warrants (Tables) (Imported) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Warrants | ||
Schedule of warrants outstanding | The following represents a summary of the warrants outstanding at September 30, 2021: Number of Shares Issued Classification Exercisable for Issuable August 2013 Liability Series A‑4 redeemable convertible preferred stock (“Series A‑4”) 708,493 October 2020 Equity Common stock 522,009 The following represents a summary of the warrants outstanding at December 31, 2020: Number of Shares Issued Classification Exercisable for Issuable April 2011 Liability Series A‑1 redeemable convertible preferred stock (“Series A‑1”) 74,784 June 2012 Liability Series A‑3 redeemable convertible preferred stock (“Series A‑3”) 238,189 August 2013 Liability Series A ‑ 4 708,493 October 2020 Equity Common stock 522,009 | Summary of Outstanding Warrants The following represents a summary of the warrants outstanding at December 31, 2020: Number of Shares Issued Classification Exercisable for Issuable April 2011 Liability Series A-1 redeemable convertible preferred stock (“Series A-1”) 74,784 June 2012 Liability Series A-3 redeemable convertible preferred stock (“Series A-3”) 238,189 August 2013 Liability Series A-4 redeemable convertible preferred stock (“Series A-4”) 708,493 October 2020 Equity Common stock 522,009 The following represents a summary of the warrants outstanding at December 31, 2019: Number of Shares Issued Classification Exercisable for Issuable April 2011 Liability Series A-1 74,784 June 2012 Liability Series A-3 238,189 August 2013 Liability Series A-4 719,670 December 2019 (1) Liability Series 3 Growth redeemable convertible preferred stock (“Series 3 Growth”) 478,828 December 2019 (2) Liability Series 4 Growth redeemable convertible preferred stock (“Series 4 Growth”) 2,419,573 (1) The Company had an obligation to issue such warrants to One under the amended and restated master agreement as of December 31, 2019 (see Note 11). (2) Options of holders of Series 3 Growth redeemable convertible preferred stock to purchase shares of Series 4 Growth redeemable convertible preferred stock. |
Summary of Significant Accou_24
Summary of Significant Accounting Policies - Property and Equipment (Details) (Imported) | 12 Months Ended |
Dec. 31, 2020 | |
Computer equipment | Minimum | |
Property and Equipment, Net | |
Estimated Useful Life (in years) | 1 year |
Computer equipment | Maximum | |
Property and Equipment, Net | |
Estimated Useful Life (in years) | 3 years |
Laboratory and manufacturing equipment | Minimum | |
Property and Equipment, Net | |
Estimated Useful Life (in years) | 2 years 6 months |
Laboratory and manufacturing equipment | Maximum | |
Property and Equipment, Net | |
Estimated Useful Life (in years) | 8 years |
Leasehold improvements | Minimum | |
Property and Equipment, Net | |
Estimated Useful Life (in years) | 5 years |
Leasehold improvements | Maximum | |
Property and Equipment, Net | |
Estimated Useful Life (in years) | 10 years |
Buildings and land improvements | Minimum | |
Property and Equipment, Net | |
Estimated Useful Life (in years) | 18 years |
Buildings and land improvements | Maximum | |
Property and Equipment, Net | |
Estimated Useful Life (in years) | 20 years |
Summary of Significant Accou_25
Summary of Significant Accounting Policies - License and Collaboration Revenues (Details) (Imported) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Summary of Significant Accounting Policies | |
Performance obligations to be satisfied over time for recognition | $ 0 |
Summary of Significant Accou_26
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Stock-Based Compensation | |
Expected term | 10 years |
Dividend yield | 0.00% |
Fair Value Measurements - Tra_2
Fair Value Measurements - Tranche right liability - Tranche right liability - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Tranche Right Liability [Roll Forward] | ||
Tranche rights liability, beginning balance | $ 310 | $ 2,088 |
Change in fair value of tranche right liability immediately prior to tranche settlement | (256) | 473 |
Settlement of Series 2 Growth tranche right liability | $ (54) | (2,561) |
Establishment of Series 3 Growth tranche rights liability | 365 | |
Change in fair value of warrant liability | (55) | |
Tranche rights liability, ending balance | $ 310 |
Employee Benefit Plan (Detail_2
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
401(k) Retirement plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Plan Contributions by the Company | $ 0.2 | $ 0.1 |
Redeemable Convertible Prefer_9
Redeemable Convertible Preferred Stock - Narrative (Details) | Jun. 27, 2012 | Aug. 31, 2020USD ($)shares | Jun. 30, 2020USD ($)shares | Apr. 30, 2020USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Apr. 30, 2019USD ($)shares | Feb. 28, 2018USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Apr. 30, 2015USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Aug. 31, 2013USD ($)$ / sharesshares | Jun. 30, 2012USD ($)$ / sharesshares | May 31, 2011USD ($)$ / sharesshares | Apr. 30, 2011USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2021 | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Apr. 30, 2021USD ($)shares | Oct. 31, 2020USD ($) |
Temporary Equity [Line Items] | |||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 409,574 | ||||||||||||||||||||
Conversion price of preferred stock | $ / shares | $ 17.27 | ||||||||||||||||||||
Conversion price of debt securities | $ / shares | $ 17.27 | ||||||||||||||||||||
Issuance costs | $ 11,000,000 | $ 0 | $ 330,000 | $ 329,000 | $ 289,000 | ||||||||||||||||
Percentage Of Purchase Of One Share of Redeemable Convertible Preferred Stock | 8 | ||||||||||||||||||||
Series A-1 | |||||||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 1,636,971 | 1,636,971 | 1,689,193 | 1,636,971 | 1,636,971 | 52,222 | |||||||||||||||
Shares issued on Conversion of debt | shares | 1,636,971 | ||||||||||||||||||||
Fair value of debt | $ 3,200,000 | $ 900,000 | |||||||||||||||||||
Interest expense | $ 400,000 | ||||||||||||||||||||
Share issuance price | $ / shares | $ 4.44 | ||||||||||||||||||||
Series A-2 | |||||||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 1,161,254 | 409,440 | 1,161,254 | 1,161,254 | 1,161,254 | ||||||||||||||||
Fair value of debt | $ 700,000 | ||||||||||||||||||||
Share issuance price | $ / shares | $ 2.61 | ||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 1,100,000 | ||||||||||||||||||||
Value of Convertible shares issued on exchange of services | $ 700,000 | ||||||||||||||||||||
Series A-3 | |||||||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 1,492,685 | 1,017,648 | 1,730,874 | 1,492,685 | 1,492,685 | ||||||||||||||||
Share issuance price | $ / shares | $ 3 | ||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 3,100,000 | ||||||||||||||||||||
Fair value of warrant | 3,000,000 | ||||||||||||||||||||
Issuance costs | $ 10,000,000 | ||||||||||||||||||||
Series A-3 | Bridge loan | |||||||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||||||
Shares issued on Conversion of debt | shares | 255,245 | ||||||||||||||||||||
Fair value of debt | $ 700,000 | ||||||||||||||||||||
Conversion price of preferred stock | $ / shares | $ 2.85 | ||||||||||||||||||||
Series A-4 | |||||||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 1,439,352 | 1,439,352 | 1,450,529 | 1,450,529 | 1,439,352 | ||||||||||||||||
Share issuance price | $ / shares | $ 3 | ||||||||||||||||||||
Number of Common shares issued per unit | shares | 1,439,352 | ||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 4,300,000 | ||||||||||||||||||||
Fair value of warrant | $ 100,000 | ||||||||||||||||||||
Issuance costs | $ 11,000,000 | ||||||||||||||||||||
Percentage Of Purchase Of One Share of Redeemable Convertible Preferred Stock | 50 | ||||||||||||||||||||
Percentage of purchase of one Share of common stock | 50 | ||||||||||||||||||||
Series A-5 | |||||||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 1,977,114 | 33,949 | 1,450,265 | 1,977,114 | 1,977,114 | 1,977,114 | |||||||||||||||
Shares issued on Conversion of debt | shares | 492,900 | ||||||||||||||||||||
Fair value of debt | $ 4,300,000 | ||||||||||||||||||||
Share issuance price | $ / shares | $ 12.41 | $ 12.41 | |||||||||||||||||||
Conversion price of preferred stock | $ / shares | $ 8.69 | ||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 400,000 | $ 18,000,000 | |||||||||||||||||||
Issuance costs | $ 100,000 | ||||||||||||||||||||
Series A-5 | Bridge loan | |||||||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||||||
Shares issued on Conversion of debt | shares | 492,900 | ||||||||||||||||||||
Fair value of debt | $ 4,300,000 | ||||||||||||||||||||
Conversion price of debt securities | $ / shares | $ 8.69 | ||||||||||||||||||||
Series Growth | |||||||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 2,538,274 | 2,538,274 | 2,538,274 | 2,538,274 | 2,538,274 | ||||||||||||||||
Share issuance price | $ / shares | $ 12.41 | ||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 31,500,000 | ||||||||||||||||||||
Issuance costs | $ 100,000 | ||||||||||||||||||||
Series 2 Growth | |||||||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 2,370,803 | 409,574 | 1,561,280 | 2,370,803 | 2,370,803 | 2,370,803 | |||||||||||||||
Share issuance price | $ / shares | $ 13.80 | ||||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 5,200,000 | $ 10,000,000 | |||||||||||||||||||
Issuance costs | $ 0 | $ 200,000 | |||||||||||||||||||
Series 3 Growth | |||||||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 868,558 | 1,158,077 | 818,990 | 2,973,270 | 5,818,895 | 5,818,895 | 2,973,270 | ||||||||||||||
Share issuance price | $ / shares | $ 17.27 | $ 17.27 | |||||||||||||||||||
Number of Common shares issued per unit | shares | 703,439 | 703,439 | |||||||||||||||||||
Gross proceeds from issuance of Convertible shares | $ 15,000,000 | $ 20,000,000 | $ 14,100,000 | $ 39,200,000 | |||||||||||||||||
Fair value of warrant | 12,100,000 | $ 12,100,000 | |||||||||||||||||||
Issuance costs | $ 100,000 | $ 200,000 | $ 26,000,000 | $ 300,000 | |||||||||||||||||
Series 3 Growth | Bridge loan | |||||||||||||||||||||
Temporary Equity [Line Items] | |||||||||||||||||||||
Shares issued on Conversion of debt | shares | 703,439 | ||||||||||||||||||||
Fair value of debt | $ 12,100,000 | $ 12,100,000 |
Income Taxes - Summary of Con_2
Income Taxes - Summary of Consolidated (loss) income before income taxes on a geographic basis (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||||
United States | $ (19,658) | $ (30,128) | ||
Non-U.S | (4,208) | 1,760 | ||
Loss before income taxes | $ (74,038) | $ (9,729) | $ (23,866) | $ (28,368) |
Income Taxes - Schdule of (bene
Income Taxes - Schdule of (benefit from) provision for income taxes (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax expense: | ||||
Foreign | $ (24) | $ 249 | ||
Total current tax expense | (24) | 249 | ||
Deferred tax (benefit) expense: | ||||
U.S. federal | (4,137) | |||
State | (1,645) | |||
Foreign | 2,063 | 129 | ||
Total deferred tax benefit | 2,063 | (5,653) | ||
Total (benefit from) provision for income taxes | $ 17 | $ 2,236 | $ 2,039 | $ (5,404) |
Income Taxes - Schedule of re_2
Income Taxes - Schedule of reconciliation setting forth the differences between the effective tax rates (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||||
U.S. Federal income tax provision expense at statutory rate | 21.00% | 21.00% | 21.00% | 21.00% |
Effect of nondeductible stock-based compensation | (1.90%) | (0.70%) | ||
Foreign rate differential | 2.20% | (0.30%) | ||
Mark to market of warrant liabilities | (1.30%) | 2.60% | ||
State taxes net of federal benefit | 4.50% | 6.50% | ||
Non-deductible financing expenses | 0.40% | (1.30%) | ||
Valuation allowance | (38.20%) | (28.20%) | ||
Valuation allowance release related to IP transaction (see Note 11) | 20.40% | |||
Investment transfer | 6.80% | |||
Other differences | (0.40%) | (1.20%) | ||
US federal and state research credits | 1.60% | 1.10% | ||
Uncertain tax positions | (1.10%) | |||
Foreign earnings includible in US | (2.00%) | (0.80%) | ||
Effective income tax rate | (8.50%) | 19.10% |
Income Taxes - Significant co_2
Income Taxes - Significant components of the Company's consolidated deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred tax assets: | ||
Federal net operating loss carryforwards | $ 24,730 | $ 21,903 |
State net operating loss carryforwards | 7,207 | 6,425 |
Equity compensation | 4,353 | 3,520 |
Accruals and reserves | 26 | 17 |
Uncollected grants | 712 | |
Investment in subsidiaries | 3,931 | 3,575 |
Research credits | 1,298 | 1,267 |
Other assets | 46 | 84 |
Deferred rent | 600 | 700 |
Total deferred tax assets | 42,903 | 37,491 |
Valuation allowance | 9,100 | 2,200 |
Total deferred tax assets net of valuation allowance | 5,476 | 9,162 |
Deferred tax liabilities: | ||
Intangible assets and amortization | (4,680) | (5,255) |
Right-of-Use asset | (591) | (696) |
Other liabilities | (204) | |
Total deferred tax liabilities | $ (5,476) | (5,951) |
Net deferred tax assets | $ 3,211 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of the beginning and ending amount of uncertain tax positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||
Unrecognized tax benefits at the beginning of year | $ 3 | |
Increase for current year positions | 82 | |
Increase for prior year positions | 199 | |
Expiration of statute of limitations | $ (3) | |
Unrecognized tax benefits at the end of year | $ 281 | $ 3 |
Income Taxes - Narrative (Det_2
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforward, Domestic | $ 24,730 | $ 21,903 | ||
Operating loss carryforward, State | 7,207 | 6,425 | ||
Deferred Tax Asset | 1,200 | 3,000 | ||
Other long-term liabilities | $ 5,202 | 11,729 | 10,361 | |
Provision for deferred tax asset | 3,000 | |||
Provision for income taxes | $ 17 | $ 2,236 | 2,039 | (5,404) |
Increase in Valuation allowance | 9,100 | 2,200 | ||
Decrease in Valuation allowance, Offset of Deferred Tax Liability | 5,800 | |||
Accumulated undistributed earnings of foreign subsidiaries | 3,500 | |||
Estimated interest or penalties on Uncertain tax position | 0 | 0 | ||
Reversal of interest due to statute expiration for uncertain tax positions | 1,000 | |||
Gelesis S.R.L | ||||
Operating Loss Carryforwards [Line Items] | ||||
Provision for deferred tax asset | 2,000 | |||
Year 2027 through 2037 | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforward, Domestic | 114,400 | 104,300 | ||
Operating loss carry forward, Subject to Expiration | 63,500 | |||
Operating loss carry forward, Not Subject to Expiration | 51,000 | |||
Year 2030 through 2040 | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforward, State | 114,000 | $ 101,700 | ||
Operating loss carryforward, Foreign | $ 2,400 |
Commitments and Contingencie_12
Commitments and Contingencies (Details) (Imported) | 1 Months Ended |
Dec. 31, 2009 | |
PureTech | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Percentage of royalty on net product sales | 2.00% |