Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | GMTX | |
Entity Registrant Name | Gemini Therapeutics, Inc. /DE | |
Entity Central Index Key | 0001816736 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 43,244,453 | |
Entity File Number | 001-39438 | |
Entity Tax Identification Number | 85-1612845 | |
Entity Address, Address Line One | 297 Boston Post Road #248 | |
Entity Address, City or Town | Wayland | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01778 | |
City Area Code | 617 | |
Local Phone Number | 401-4400 | |
Entity Incorporation, State or Country Code | DE | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 108,659 | $ 136,627 |
Restricted cash, current | 0 | 223 |
Prepaid expenses and other current assets | 4,470 | 3,250 |
Total current assets | 113,129 | 140,100 |
Restricted cash, non current | 0 | 100 |
Other assets | 204 | 237 |
Total assets | 113,333 | 140,437 |
Current liabilities: | ||
Accounts payable | 1,618 | 2,950 |
Accrued expenses and other current liabilities | 1,905 | 6,884 |
Term loan, current portion | 2,913 | 5,000 |
Total current liabilities | 6,436 | 14,834 |
Other liabilities | 0 | 358 |
Term loan, net of current portion and discount | 0 | 404 |
Total liabilities | 6,436 | 15,596 |
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value; 250,000,000 shares authorized; [[43,227,159]] and 43,208,159 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 4 | 4 |
Additional paid-in capital | 313,904 | 309,527 |
Accumulated deficit | (207,011) | (184,690) |
Total stockholders' equity | 106,897 | 124,841 |
Total liabilities and stockholders' equity | $ 113,333 | $ 140,437 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 43,244,453 | 43,208,159 |
Common stock, shares outstanding | 43,244,453 | 43,208,159 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating expenses: | ||||
Research and development | $ 2,580 | $ 10,842 | $ 12,384 | $ 22,628 |
General and administrative | 4,654 | 5,478 | 10,027 | 10,182 |
Total operating expenses | 7,234 | 16,320 | 22,411 | 32,810 |
Loss from operations | (7,234) | (16,320) | (22,411) | (32,810) |
Other income (expense): | ||||
Interest expense | (48) | (121) | (114) | (1,969) |
Interest income | 149 | 5 | 158 | 6 |
Loss on conversion of convertible notes | 0 | 0 | 0 | (711) |
Other expense | 0 | (11) | 0 | (11) |
Other income | 43 | 0 | 46 | 0 |
Net loss and comprehensive loss | $ (7,090) | $ (16,447) | $ (22,321) | $ (35,495) |
Net loss per share, basic | $ (0.16) | $ (0.38) | $ (0.52) | $ (0.94) |
Net loss per share, diluted | $ (0.16) | $ (0.38) | $ (0.52) | $ (0.94) |
Weighted average common shares outstanding, basic | 43,230,523 | 43,041,856 | 43,221,712 | 37,564,936 |
Weighted average common shares outstanding, diluted | 43,230,523 | 43,041,856 | 43,221,712 | 37,564,936 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Total | As Previously Reported | Retroactive Application of the Recapitalization Due to the Business Combination | Common Stock [Member] | Common Stock [Member] Retroactive Application of the Recapitalization Due to the Business Combination | Additional Paid-in Capital | Additional Paid-in Capital As Previously Reported | Additional Paid-in Capital Retroactive Application of the Recapitalization Due to the Business Combination | Accumulated Deficit | Accumulated Deficit As Previously Reported | Old Gemini Common Stock [Member] As Previously Reported | Old Gemini Common Stock [Member] Retroactive Application of the Recapitalization Due to the Business Combination | Series A Convertible Preferred Stock As Previously Reported | Series A Convertible Preferred Stock Retroactive Application of the Recapitalization Due to the Business Combination | Series B Convertible Preferred Stock As Previously Reported | Series B Convertible Preferred Stock Retroactive Application of the Recapitalization Due to the Business Combination |
Balance at Dec. 31, 2020 | $ (21,861,000) | $ (102,310,000) | $ 80,449,000 | $ 2,000 | $ 2,000 | $ 90,958,000 | $ 10,504,000 | $ 80,454,000 | $ (112,821,000) | $ (112,821,000) | $ 7,000 | $ (7,000) | ||||
Balance (in Shares) at Dec. 31, 2020 | 39,722,088 | (39,722,088) | 24,790,938 | (24,790,938) | ||||||||||||
Balance at Dec. 31, 2020 | $ 47,113,000 | $ (47,113,000) | $ 33,336,000 | $ (33,336,000) | ||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 15,565,380 | 15,565,380 | 6,900,493 | (6,900,493) | ||||||||||||
Issuance of common stock upon Business Combination, net of issuance costs (Note 3) | 195,882,000 | $ 2,000 | 195,880,000 | |||||||||||||
Issuance of common stock upon Business Combination, net of issuance costs (in Shares) | 25,041,150 | |||||||||||||||
Conversion of promissory notes (Note 3) | 14,515,000 | 14,515,000 | ||||||||||||||
Conversion of promissory notes (in Shares) | 2,341,316 | |||||||||||||||
Issuance of common stock upon exercise of warrants (Note 3) | 76,000 | 76,000 | ||||||||||||||
Issuance of common stock upon exercise of warrants (in Shares) | 15,257 | |||||||||||||||
Issuance of common stock upon exercise of stock options | 4,000 | 4,000 | ||||||||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 3,480 | |||||||||||||||
Vesting of restricted common stock (in Shares) | 35,561 | |||||||||||||||
Stock-based compensation expense | 1,593,000 | 1,593,000 | ||||||||||||||
Net loss | (19,048,000) | (19,048,000) | ||||||||||||||
Balance at Mar. 31, 2021 | 171,161,000 | $ 4,000 | 303,026,000 | (131,869,000) | ||||||||||||
Balance (in Shares) at Mar. 31, 2021 | 43,002,144 | |||||||||||||||
Balance at Dec. 31, 2020 | (21,861,000) | (102,310,000) | $ 80,449,000 | $ 2,000 | $ 2,000 | 90,958,000 | $ 10,504,000 | $ 80,454,000 | (112,821,000) | $ (112,821,000) | $ 7,000 | $ (7,000) | ||||
Balance (in Shares) at Dec. 31, 2020 | 39,722,088 | (39,722,088) | 24,790,938 | (24,790,938) | ||||||||||||
Balance at Dec. 31, 2020 | $ 47,113,000 | $ (47,113,000) | $ 33,336,000 | $ (33,336,000) | ||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 15,565,380 | 15,565,380 | 6,900,493 | (6,900,493) | ||||||||||||
Net loss | (35,495,000) | |||||||||||||||
Balance at Jun. 30, 2021 | 157,682,000 | $ 4,000 | 305,994,000 | (148,316,000) | ||||||||||||
Balance (in Shares) at Jun. 30, 2021 | 43,055,112 | |||||||||||||||
Balance at Mar. 31, 2021 | 171,161,000 | $ 4,000 | 303,026,000 | (131,869,000) | ||||||||||||
Balance (in Shares) at Mar. 31, 2021 | 43,002,144 | |||||||||||||||
Issuance of common stock upon exercise of stock options | 106,000 | 106,000 | ||||||||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 52,968 | |||||||||||||||
Stock-based compensation expense | 2,862,000 | 2,862,000 | ||||||||||||||
Net loss | (16,447,000) | (16,447,000) | ||||||||||||||
Balance at Jun. 30, 2021 | 157,682,000 | $ 4,000 | 305,994,000 | (148,316,000) | ||||||||||||
Balance (in Shares) at Jun. 30, 2021 | 43,055,112 | |||||||||||||||
Balance at Dec. 31, 2021 | 124,841,000 | (124,841,000) | $ 4,000 | 309,527,000 | (184,690,000) | |||||||||||
Balance (in Shares) at Dec. 31, 2021 | 43,208,159 | |||||||||||||||
Issuance of common stock upon exercise of stock options | 25,000 | 25,000 | ||||||||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 19,000 | |||||||||||||||
Stock-based compensation expense | 1,976,000 | 1,976,000 | ||||||||||||||
Net loss | (15,231,000) | (15,231,000) | ||||||||||||||
Balance at Mar. 31, 2022 | 111,611,000 | $ 4,000 | 311,528,000 | (199,921,000) | ||||||||||||
Balance (in Shares) at Mar. 31, 2022 | 43,227,159 | |||||||||||||||
Balance at Dec. 31, 2021 | 124,841,000 | $ (124,841,000) | $ 4,000 | 309,527,000 | (184,690,000) | |||||||||||
Balance (in Shares) at Dec. 31, 2021 | 43,208,159 | |||||||||||||||
Net loss | (22,321,000) | |||||||||||||||
Balance at Jun. 30, 2022 | 106,897,000 | $ 4,000 | 313,904,000 | (207,011,000) | ||||||||||||
Balance (in Shares) at Jun. 30, 2022 | 43,244,453 | |||||||||||||||
Balance at Mar. 31, 2022 | 111,611,000 | $ 4,000 | 311,528,000 | (199,921,000) | ||||||||||||
Balance (in Shares) at Mar. 31, 2022 | 43,227,159 | |||||||||||||||
Issuance of common stock upon exercise of stock options | 9,000 | 9,000 | ||||||||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 7,334 | |||||||||||||||
Proceeds from sale of stock under employee stock purchase plan | 11,000 | 11,000 | ||||||||||||||
Proceeds from sale of stock under employee stock purchase plan (in Shares) | 9,960 | |||||||||||||||
Stock-based compensation expense | 2,356,000 | 2,356,000 | ||||||||||||||
Net loss | (7,090,000) | (7,090,000) | ||||||||||||||
Balance at Jun. 30, 2022 | $ 106,897,000 | $ 4,000 | $ 313,904,000 | $ (207,011,000) | ||||||||||||
Balance (in Shares) at Jun. 30, 2022 | 43,244,453 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (22,321) | $ (35,495) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 0 | 127 |
Stock-based compensation expense | 4,332 | 4,455 |
Non-cash interest expense | 49 | 225 |
Loss on conversion of convertible notes | 0 | 711 |
Accretion of discount on convertible notes | 0 | 1,600 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,219) | (3,272) |
Deferred offering costs | 0 | 1,341 |
Other assets | 33 | (559) |
Accounts payable | (1,333) | 42 |
Accrued expenses and other current liabilities | (5,377) | (110) |
Net cash used in operating activities | (25,836) | (30,935) |
Cash flows from financing activities: | ||
Proceeds from Business Combination, net | 0 | 195,882 |
Proceeds from exercise of stock options | 34 | 110 |
Proceeds from sale of stock under employee stock purchase plan | 11 | 0 |
Principal payments on term loan | (2,500) | (2,083) |
Net cash provided by financing activities | (2,455) | 193,909 |
Increase (decrease) in cash, cash equivalents and restricted cash | (28,291) | 162,974 |
Cash, cash equivalents and restricted cash at beginning of period | 136,950 | 4,826 |
Cash, cash equivalents and restricted cash at end of period | 108,659 | 167,800 |
Supplemental disclosure | ||
Cash paid for interest | 83 | 144 |
Noncash financing activities | ||
Proceeds from exercise of stock options included in other current assets | (9) | 0 |
Conversion of convertible notes to Series B preferred stock | 0 | 14,515 |
Exercise of warrants | 0 | 76 |
Property and equipment purchases included in accounts payable and accrued expenses | $ 0 | $ 61 |
Nature of the Business
Nature of the Business | 6 Months Ended |
Jun. 30, 2022 | |
Nature Of Business [Abstract] | |
Nature of the Business | 1. Nature of the business Gemini Therapeutics, Inc. (the “Company” or “Gemini”) is a clinical-stage precision medicine company developing novel therapeutic compounds to treat genetically defined, age-related macular degeneration. The Company was founded on March 3, 2015. Unless the context otherwise requires, references in these notes to “Gemini”, “the Company”, “we”, “us” and “our” and any related terms are intended to mean Gemini Therapeutics, Inc. and its consolidated subsidiary following the Business Combination (as defined below). Since its inception, the Company has devoted substantially all its efforts and financial resources to organizing and staffing the Company, business planning, raising capital, discovering product candidates and securing related intellectual property rights and conducting research and development activities for its product candidates. In January 2022, the Company discontinued both of its Phase 2a clinical trials for GEM103. The Company's other product candidate, GEM307, is in the preclinical stage of development. In February 2022, the Company announced a corporate restructuring and that it initiated a process to evaluate strategic alternatives. After a comprehensive review of strategic alternatives, including identifying and reviewing potential candidates for a strategic transaction, on August 9, 2022, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Disc Merger Agreement”) with Disc Medicine, Inc., a Delaware corporation (“Disc”), and Gemstone Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Gem Merger Sub”), pursuant to which, subject to the satisfaction or waiver of the conditions therein, Gem Merger Sub will merge with and into Disc (the “Disc Merger”), with Disc continuing as the surviving company and a wholly-owned subsidiary of the Company. In connection with the Disc Merger, the Company will distribute to the pre-closing Gemini stockholders contingent value rights (“CVRs”), representing the contractual right to receive payments from the post-closing combined company upon receipt of certain proceeds derived from consideration paid as a result of the disposition of the Company’s pre-Disc Merger assets, net of certain permitted deductions for expenses. The Disc Merger was unanimously approved by the Company’s board of directors (the “Board”), and the Board resolved to recommend approval of the Disc Merger Agreement to the Company’s shareholders. The closing of the Disc Merger is subject to approval by the stockholders of the Company and Disc as well as other customary closing conditions, including the effectiveness of a registration statement filed with the SEC in connection with the transaction. If the merger is completed, the business of Disc will continue as the business of the combined company. The Company’s future operations are highly dependent on the success of the Disc Merger and there can be no assurances that the Disc Merger will be successfully consummated. In the event that the Company does not complete the transaction with Disc, the Company may explore strategic alternatives, including, without limitation, another strategic transaction and/or pursue a dissolution and liquidation of the Company. On February 5, 2021 (the “Closing Date”), FS Development Corporation, a Delaware corporation (“FSDC”), consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of October 15, 2020 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Gemini Therapeutics, Inc., a Delaware corporation (“Old Gemini”), Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative, agent and attorney-in-fact of the Company Securityholders (the “Stockholders’ Representative”), FSDC and FSG Merger Sub Inc., a Delaware corporation (“Merger Sub”). FSDC was incorporated in Delaware on June 25, 2020 and 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. On the day prior to the Closing Date, Old Gemini changed its name to “Gemini Therapeutics Sub, Inc.” Pursuant to the Merger Agreement, on the Closing Date, (i) FSDC changed its name to “Gemini Therapeutics, Inc.” and (ii) Old Gemini merged with and into Merger Sub (the “Merger”), with Old Gemini as the surviving company in the Merger and, after giving effect to such Merger, Old Gemini becoming a wholly-owned subsidiary of Gemini. Upon the closing of the Business Combination, and pursuant to the terms of the Merger Agreement, the existing shareholders of Old Gemini exchanged their interests for shares of common stock of Gemini. In connection with the Business Combination, certain investors purchased an aggregate of $ 95.1 million of the Company’s Common Stock in a private placement of public equity (the “PIPE Financing”). Together with FSDC’s cash resources and funding of the PIPE Financing, the Company received net proceeds of approximately $ 195.9 million. For additional information on the Business Combination, please refer to Note 2, Business Combination , to these condensed consolidated financial statements. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, uncertainty of product development and commercialization, lack of marketing and sales history, development by its competitors of new technological innovations, dependence on key personnel, market acceptance of products, product liability, protection of proprietary technology, ability to raise additional financing, compliance with government regulations and the impact of the ongoing and evolving novel coronavirus disease (“COVID-19”) pandemic. If the Company does not successfully commercialize any of its product candidates, it will be unable to generate recurring product revenue or achieve profitability. The Company’s product candidates will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and is dependent upon the services of its employees, consultants, third-party contract research organizations and other third-party organizations. Prior to the Business Combination, the Company primarily financed its operations through the sale of convertible preferred stock, borrowings under convertible promissory notes and borrowings under loan agreements. The Company believes that its $ 108.7 million of cash and cash equivalents as of June 30, 2022 will enable it to fund its planned operations for at least twelve months from the issuance date of these condensed consolidated financial statements, though the Company may raise additional capital through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. Management’s expectations with respect to its ability to fund current planned operations is based on estimates that are subject to risks and uncertainties. Its operating plan may change as a result of many factors currently unknown to management, and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than anticipated. Furthermore, the operating plan could materially change depending on the outcome of our ongoing strategic alternative review process, including if the Disc Merger is not successfully consummated on a timely basis or at all. If adequate funds are not available to the Company on a timely basis, on acceptable terms or at all, management may be required to delay, limit, reduce or terminate certain of its research, product development or future commercialization efforts, obtain funds through arrangements with collaborators on terms unfavorable to the Company, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of its stockholders. Impact of the COVID-19 Pandemic The ongoing COVID-19 pandemic and the increased prevalence of variants of the virus, and government measures taken in response, have had a significant impact, both direct and indirect, on businesses and commerce, as worker shortages have occurred; supply chains have been disrupted; facilities and production have been suspended; and demand for certain goods and services, such as medical services and supplies, has spiked, while demand for other goods and services, such as travel, has fallen. The ongoing COVID-19 pandemic and related impacts have resulted in and will likely continue to result in significant disruptions to the global economy and capital markets around the world. The Company cannot predict the future progression or full impact of the outbreak and its effects on the Company’s business and operations. The Company has not incurred impairment losses in the carrying values of its assets as a result of the ongoing COVID-19 pandemic, and it is not aware of any specific related event or circumstance that would require it to revise its estimates reflected in these condensed consolidated financial statements. Although the COVID-19 pandemic did not have a significant impact on the Company’s condensed consolidated financial results in the second quarter of 2022, the full extent to which the ongoing COVID-19 pandemic may impact the Company’s business, results of operations, financial condition and cash flows will depend on future developments that are highly uncertain, and the estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID-19, including the duration of the pandemic, any potential subsequent waves or strains of COVID-19 infection, the effectiveness, distribution and acceptance of COVID-19 vaccines and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 2. Business Combination On February 5, 2021, Old Gemini and FSDC completed the Business Combination pursuant to the Merger Agreement with Old Gemini surviving the merger as a wholly owned subsidiary of FSDC. Net proceeds from the Business Combination totaled approximately $ 195.9 million, which included funds held in FSDC’s trust account and the completion of the concurrent PIPE Financing. In accordance with the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, (i) all shares of Old Gemini’s Series B Preferred Stock (including shares of Series B Preferred Stock issued upon conversion of outstanding convertible promissory notes), Series A Preferred Stock and Common Stock (collectively, “Old Gemini Stock”) issued and outstanding immediately prior to the effective time of the Merger, whether vested or unvested, were converted into the right to receive their pro rata portion of the 17,942,274 shares of FSDC Class A Common Stock (the “Common Stock”) issued as Merger consideration (the “Merger Consideration”), provided that 2,150,000 shares of Common Stock are held in escrow for a period of 12 months from the Closing Date to satisfy any indemnification obligations of Old Gemini under the Merger Agreement; (ii) each option exercisable for Old Gemini Stock that was outstanding immediately prior to effective time of the Merger was assumed and continues in full force and effect on the same terms and conditions as were previously applicable to such options, subject to adjustments to exercise price and number of shares Common Stock issuable upon exercise based on the final conversion ratio calculated in accordance with the Merger Agreement, and (iii) 4,264,341 shares of Common Stock were reserved for issuance under the newly adopted 2021 Stock Option and Incentive Plan (the “2021 Plan”). The Company accounted for the Business Combination as a reverse recapitalization, which is the equivalent of Old Gemini issuing stock for the net assets of FSDC, accompanied by a recapitalization, with FSDC treated as the acquired company for accounting purposes. The determination of FSDC as the “acquired” company for accounting purposes was primarily based on the fact that immediately subsequent to the Business Combination, shareholders of Old Gemini prior to the Business Combination have a majority of the voting power of the combined company, the operations of Old Gemini will comprise all of the ongoing operations of the combined entity, and Old Gemini’s senior management will comprise all of the senior management of the combined company. The net assets of FSDC were stated at historical cost with no goodwill or other intangible assets recorded. Reported results from operations included herein prior to the Business Combination are those of Old Gemini. The shares and corresponding capital amounts and loss per share related to Old Gemini’s outstanding convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the conversion ratio established in the Merger Agreement (1.00 Old Gemini share for 0.2180 shares of the Company) (the “Conversion Ratio”). In connection with the Business Combination, the Company incurred equity issuance costs and other costs considered direct and incremental to the transaction totaling $ 21.0 million, consisting of legal, accounting, financial advisory and other professional fees. These amounts are reflected within additional paid-in capital in the condensed consolidated balance sheet as of June 30, 2022. PIPE Financing Concurrent with the execution of the Business Combination, the Company entered into subscription agreements with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors subscribed for and purchased an aggregate of 9,506,000 shares of Common Stock for an aggregate purchase price of $ 95.1 million. Summary of Net Proceeds The following table summarizes the elements of the net proceeds from the Business Combination (in thousands): Cash - FSDC Trust Account and cash (net of redemptions) $ 121,782 Cash - PIPE Financing 95,060 Less: Equity issuance costs and other costs paid ( 20,960 ) Net proceeds from the Business Combination $ 195,882 Summary of Shares Issued The following table summarizes the number of shares of Common Stock outstanding immediately following the consummation of the Business Combination: FSDC shares outstanding prior to the Business Combination 15,535,150 Shares issued pursuant to the PIPE Financing 9,506,000 Business Combination and PIPE Financing shares 25,041,150 Conversion of Old Gemini Series A preferred stock for common stock 8,657,869 Conversion of Old Gemini Series B preferred stock for common stock 7,744,785 Conversion of Old Gemini common stock for common stock 1,539,603 Issuance of common stock upon exercise of warrants 15,257 Total shares of the Company's common stock outstanding immediately following 42,998,664 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of presentation The accompanying unaudited condensed consolidated financial statements include those of the Company and its subsidiary, Gemini Therapeutics Sub, Inc., after elimination of all intercompany accounts and transactions. The accompanying unaudited condensed consolidated financial statements and notes hereto have been prepared in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the FASB. In the opinion of management, all adjustments necessary for a fair statement of the financial information, which are of a normal and recurring nature, have been made for the interim periods reported. Results of operations for the three and six months ended June 30, 2022 and 2021 are not necessarily indicative of the results for the entire fiscal year or any other period. The condensed consolidated financial information for the three and six months ended June 30, 2022 and 2021 have been prepared on the same basis as and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 10, 2022. As a result of the Business Combination, the shares and corresponding capital amounts and loss per share related to Old Gemini’s outstanding convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the Conversion Ratio established in the Merger Agreement. For additional information regarding the Business Combination, please refer to Note 2, Business Combination , to these condensed consolidated financial statements. The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements for the three and six months ended June 30, 2022 are consistent with those discussed in Note 3 to the consolidated financial statements in the Company’s 2021 Annual Report on Form 10-K and are updated below as necessary. CARES Act The CARES Act provided refundable employee retention credits, which could be used to offset payroll tax liabilities. On March 11, 2021, President Biden signed the American Rescue Plan Act (“ARPA”). The ARPA includes several provisions, such as measures that extend and expand the employee retention credit, previously enacted under the CARES Act, through December 31, 2021. Measures not related to income-based taxes within the CARES Act include (1) allowing an employer to pay its share of Social Security payroll taxes that would otherwise be due from the date of enactment through December 31, 2020 over the following two years and (2) allowing eligible employers subject to closure due to the COVID-19 pandemic to receive a 50% credit on qualified wages against their employment taxes each quarter, with any excess credits eligible for refunds. As there is no authoritative guidance under GAAP for accounting for grants to for-profit business entities, the Company accounts for the grant by analogy to International Accounting Standards 20 – Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”). During the three months ended June 30, 2022 , the Company recorded an employee retention credit of $ 1.0 million upon completion of an analysis providing reasonable assurance that it met the conditions set forth in the CARES Act and it was reasonably assured that it will receive the employee retention credit. The employee retention credit is recorded in research and development expenses and general and administrative expenses in the manner in which the qualified wages and related costs were classified. $ 0.7 million and $ 0.3 million have been recorded to reduce research and development and general and administrative expenses, respectively, in the accompanying condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2022 . As of June 30, 2022, the employee retention credit receivable of $ 1.0 million is included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet. Recently adopted accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases ( Topic 842 ), Amendments to the FASB Accounting Standards Codification ( “ASU 2016-02”), which replaces the existing guidance for leases. ASU 2016-02 requires the identification of arrangements that should be accounted for as leases by lessees. In general, for lease arrangements exceeding a twelve-month term, these arrangements must now be recognized as assets and liabilities on the balance sheet of the lessee. Under ASU 2016-02, a right-of-use asset and a lease liability will be recorded for all leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The balance sheet amount recorded for existing leases at the date of adoption of ASU 2016-02 must be calculated using the applicable incremental borrowing rate at the date of adoption. The Company adopted ASU 2016-02 on January 1, 2022 using the modified retrospective approach. The Company elected the package of practical expedients which allows entities to not reassess (i) whether an arrangement is or contains a lease, (ii) the classification of its leases, and (iii) the accounting for initial direct costs. Further, the Company elected, by class of underlying asset, the short-term lease exception for leases with terms of twelve months or less. In doing so, the Company did not recognize a lease liability or right-of-use asset on its consolidated balance sheets for such short-term leases. Finally, the Company elected, by class of underlying asset, the practical expedient to not separate lease and non-lease components. The Company terminated its lease agreement on December 31, 2021 for its office and laboratory space. The Company does not have any other leases within the scope of ASU 2016-02. Therefore, the adoption of ASU 2016-02 did not have an impact on the Company's condensed consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 on January 1, 2022. The adoption did not have a material effect on the Company’s condensed consolidated financial statements. In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance . This standard increases the transparency of transactions with the government that are accounted for by applying a grant or contribution accounting model, and aims to reduce diversity that currently exists in the recognition, measurement, presentation, and disclosure of government assistance received by business entities due to the lack of specific authoritative guidance in GAAP. This standard requires an entity to provide information regarding the nature of the transaction with a government and the related accounting policy used to account for this transaction, the line item on the condensed consolidated balance sheet and condensed consolidated statement of operations and comprehensive loss that are affected by the transaction and the amounts applicable to each financial statement line item, and the significant terms and conditions of the transaction, including commitments and contingencies. The Company adopted ASU 2021-10 on January 1, 2022 using the prospective approach. The adoption did not have a material effect on the Company’s condensed consolidated financial statements . Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires 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 expenses during the reporting period. Significant estimates contained within these financial statements include, but are not limited to, the accruals of research and development expenses, share-based awards utilized for stock-based compensation purposes and, prior to the Business Combination, the estimated fair value of the Company’s common stock and warrant liability. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Actual results may differ materially from those estimates or assumptions. Restricted cash Restricted cash amounted to $ 0 and $ 0.3 million as of June 30, 2022 and December 31, 2021 , which consisted of $ 0.1 million to collateralize the Company’s credit card and $ 0.2 million to collateralize its irrevocable standby letter of credit for its facility lease arrangement. The facility lease arrangement was terminated on December 31, 2021. A reconciliation of the cash and cash equivalents and restricted cash as presented in the Company’s condensed consolidated balance sheets to the Company’s condensed consolidated statements of cash flows is as follows (in thousands): June 30, December 31, Cash and cash equivalents $ 108,659 $ 136,627 Restricted cash - 323 Total cash, cash equivalents and restricted cash $ 108,659 $ 136,950 Emerging growth company status The Company qualifies as an “emerging growth company” (“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to avail itself of the extended transition period and, therefore, while the Company is an EGC it will not be subject to new or revised accounting standards at the same time that they become applicable to other public companies that are not EGCs, unless it chooses to early adopt a new or revised accounting standard. As a result of this election, the condensed consolidated financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair value measurements The following tables present information about the Company’s financial assets and liabilities measured at fair value (in thousands) on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: June 30, 2022 Level 1 Level 2 Level 3 Total Assets Money market funds in cash and cash equivalents $ 107,659 $ - $ - $ 107,659 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Money market funds in cash and cash equivalents $ 135,631 $ - $ - $ 135,631 The values of cash equivalents are classified as Level 1 measurements under the fair value hierarchy as these assets have been valued using quoted market prices in active markets and do not have any restrictions on redemption. As of June 30, 2022 and December 31, 2021, cash equivalents were comprised of funds in money market accounts. There were no transfers or reclassifications between Level 1, Level 2 and Level 3 during the three and six months ended June 30, 2022 . |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | 5. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, December 31, Accrued external research and development $ 762 $ 4,031 Accrued payroll and benefits 559 2,603 End of term charge for Term Loan 389 - Accrued professional fees 186 233 Accrued interest 9 17 $ 1,905 $ 6,884 |
Corporate restructuring
Corporate restructuring | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Corporate Restructuring | 6. Corporate restructuring In October 2021, the Company announced a restructuring plan that resulted in a reduction of the Company’s workforce by 11 positions, or approximately 26 % of the Company’s then workforce. A majority of these employees’ separation from the Company occurred in mid-October 2021, and the remaining affected employees transitioned by the end of 2021. As a result, the Company incurred costs of $ 1.4 million during the year ended December 31, 2021 related to severance benefits for the affected employees. In February 2022, the Company announced an additional restructuring plan to reduce the Company's operations to preserve financial resources, resulting in a reduction of the Company’s workforce by 24 positions, or approximately 80 % of the Company’s then workforce , by the end of the second quarter of 2022. As a result, the Company incurred costs of $ 1.7 million during the three months ended March 31, 2022 related to severance benefits for the affected employees. The severance benefits for both restructuring plans include severance payments, limited reimbursement of medical insurance premiums, outplacement services and other restructuring costs and expenses. Each affected employee’s eligibility for the severance benefits is contingent upon such employee’s execution (without revocation, as applicable) of a separation agreement, which includes a general release of claims against the Company. The October 2021 restructuring plan was completed by the end of 2021. The February 2022 restructuring plan was completed by the end of the second quarter of 2022. Of the $ 1.7 million in costs recognized related to the February 2022 restructuring plan, $ 1.0 million and $ 0.7 million have been charged to research and development and general and administrative expenses, respectively, in the accompanying condensed consolidated statement of operations and comprehensive loss for the six months ended June 30, 2022. During the six months ended June 30, 2022 , the Company paid $ 2.2 million in severance benefits to separating employees related to the restructuring plans, with $ 0.9 million related to the October 2021 restructuring plan and $ 1.3 million related to the February 2022 restructuring plan. As of June 30, 2022 and December 31, 2021 , unpaid severance costs of $ 0.4 million and $ 0.9 million, respectively, are included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet for each period. |
Term Loan
Term Loan | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Term Loan | 7. Term loan In February 2019, the Company entered into a term loan facility of up to $ 10.0 million (the “Term Loan”) with Silicon Valley Bank (“SVB”). The proceeds were used for general corporate and working capital purposes. Concurrent with the Term Loan, the Company issued SVB warrants to purchase 15,257 shares of the Company’s Series A preferred stock at an exercise price of $ 5.46 . As of June 30, 2022 and December 31, 2021 , the Company had $ 2.9 million and $ 5.4 million, respectively, in principal outstanding under the Term Loan. The Term Loan is governed by a loan and security agreement, entered into in February 2019 , between the Company and SVB (the “SVB Loan Agreement”). The SVB Loan Agreement provided for two separate tranches under which the Company could borrow. In April 2019, the Company borrowed $ 7.5 million under the first tranche, and in December 2019, the Company borrowed $ 2.5 million under the second tranche. The Term Loan initially matured in July 2022 and accrues interest at a floating rate per annum equal to the greater of 3.75 % or the prime rate minus 1.5 % ( 3.25 % as of June 30, 2022 ). The Term Loan initially provided for monthly interest-only payments until July 2020. Thereafter, payments are payable in equal monthly installments of principal, plus all accrued and unpaid interest. The Company may prepay the Term Loan in whole upon 5 days’ prior written notice to SVB. Any such prepayment of the Term Loan is subject to a prepayment charge of 0.5 % of the then outstanding principal balance. Amounts outstanding during an event of default are payable upon SVB’s demand and will accrue interest at an additional rate of 5.0 % per annum of the past due amount outstanding. In April 2020, the Company entered into a deferral agreement with SVB to defer scheduled principal repayments on its Term Loan by six months. The deferral agreement was offered to the Company in connection with SVB’s venture debt relief initiative, which was started due to the COVID-19 pandemic. The Company’s first principal payment under its credit facility occurred in February 2021. The required monthly interest-only payment was not impacted by the deferral. The Term Loan’s new maturity date is in January 2023 . After considering the debt guidance in ASC 470, the Company concluded that it did not meet the indicators of a troubled debt restructuring and accounted for the deferral of principal payment as a debt modification. Since there were no fees paid to SVB in connection with the deferral agreement, the Company did not record any adjustments to the Company’s condensed consolidated financial statements related to this deferral. At the end of the loan term (whether at maturity, by prepayment in full or otherwise), the Company is required to pay a final end of term charge to SVB in the amount of 4.0 % of the aggregate original principal amount advanced by SVB. The amount of the end of term charge is being accrued over the loan term as interest expense. As of June 30, 2022 and December 31, 2021 , the Company had a liability related to the end of term charge of $ 0.4 million, which has been classified within accrued expenses and other current liabilities as of June 30, 2022 and other long-term liabilities as of December 31, 2021. The SVB Loan Agreement includes a provision under which SVB may accelerate the scheduled maturities of the Term Loan under conditions that are not objectively determinable. The Company evaluated the likelihood of such acceleration and determined that it is not probable and classified the Term Loan on the balance sheet in accordance with the repayment schedule as of June 30, 2022. As of June 30, 2022, scheduled principal payments for the Term Loan are as follows (in thousands): Year Ending December 31, 2022 (remaining six months) $ 2,500 2023 417 Total principal 2,917 Unamortized discounts ( 4 ) Carrying amount 2,913 Less current portion ( 2,913 ) Long-term portion $ - Interest expense for the Term Loan was $ 0.1 million for each of the three months ended June 30, 2022 and 2021 and $ 0.1 million and $ 0.3 million for the six months ended June 30, 2022 and 2021 , respectively. |
Convertible Promissory Notes
Convertible Promissory Notes | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Promissory Notes [Abstract] | |
Convertible Promissory Notes | 8. Convertible promissory notes In August 2020, Old Gemini entered into a purchase agreement with various investors to issue $ 14.0 million in convertible promissory notes (the “Notes”). The Notes accrued simple interest at 8 % per annum. The Company determined that a beneficial conversion feature (“BCF”) existed and should be recognized on the issuance date. The Company recorded the Notes at the original issuance price, net of the BCF discount. The BCF discount was accreted to the face value of the Notes over the period from the issuance date until the maturity date, offset against interest expense. The Notes served as a bridge loan prior to the PIPE Financing that was completed in connection with the closing of the Business Combination. The Notes were intended to automatically convert into shares of common stock issued in the PIPE Financing at a per share conversion price equal to the lowest per share price paid for such shares of common stock in the PIPE Financing. The Notes were amended to allow for the principal and interest to convert to shares of Series B preferred stock prior to the closing of the Business Combination. Accordingly, immediately prior to the closing of the Business Combination, the outstanding principal and interest under the Notes converted into 2,341,316 shares of Series B preferred stock at a per share conversion price of $ 6.1986 , and the Notes liability was extinguished. The Company recorded a loss on conversion of convertible notes of $ 0.7 million for the difference between the reacquisition price of the Notes and the net carrying amount of the Notes in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2021. Interest expense for the Notes was $ 0 for each of the three months ended June 30, 2022 and 2021 and $ 0 and $ 1.7 million for the six months ended June 30, 2022 and 2021, respectively. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 9. Stockholders’ Equity The condensed consolidated statement of stockholders’ equity has been retroactively adjusted for all periods presented to reflect the Business Combination and reverse recapitalization as defined in Note 2, Business Combination . Preferred Stock Upon closing of the Business Combination and pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation entered into on February 5, 2021 (the “Certificate of Incorporation”), the Company authorized 10,000,000 shares of preferred stock with a par value $ 0.0001 per share. The Company’s board of directors has the authority, without further action by the stockholders, to issue such shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, voting, and other rights, preferences and privileges of the shares. There were no issued and outstanding shares of preferred stock as of June 30, 2022. In connection with the closing of the Business Combination, all previously issued and outstanding Series A convertible preferred stock and Series B convertible preferred stock were exchanged for common stock of the Company pursuant to the Conversion Ratio established in the Merger Agreement. All fractional shares were rounded down. Common Stock Pursuant to the terms of the Company's Certificate of Incorporation, the Company authorized 250,000,000 shares of common stock with a par value of $ 0.0001 per share. As discussed in Note 2, Business Combination , the Company has retroactively adjusted the shares issued and outstanding prior to February 5, 2021 to give effect to the Conversion Ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. Voting Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Dividends Common stockholders are entitled to receive dividends, as may be declared by the board of directors. No dividends have been declared to date. |
Equity Incentive Plan
Equity Incentive Plan | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plans | 10. Equity incentive plans 2017 Old Gemini Equity Incentive Plan Old Gemini’s 2017 Stock Option and Grant Plan, as amended (the “2017 Plan”), provided for the Company to grant qualified incentive options, nonqualified options, stock grants and other stock-based awards to employees and non-employees to purchase the Company’s common stock. The 2017 Plan was administered by the board of directors, or at the discretion of the board of directors, by a committee of the board of directors. The exercise price for incentive options was determined at the discretion of the board of directors. All incentive options granted to any person possessing less than 10% of the total combined voting power of all classes of stock may not have an exercise price of less than 100 % of the fair market value of the common stock on the grant date. All incentive options granted to any person possessing more than 10% of the total combined voting power of all classes of stock may not have an exercise price of less than 110 % of the fair market value of the common stock on the grant date. The option term for incentive awards may not be greater than ten years from the date of the grant. Incentive options granted to persons possessing more than 10% of the total combined voting power of all classes of stock may not have an option term of greater than five years from the date of the grant. The vesting period for equity-based awards under the 2017 Plan was determined at the discretion of the board of directors, which was generally four years . For awards granted to employees and non-employees with four-year vesting terms, 25 % of the options vest on the first anniversary of the grant date and the remaining options vest equally each month for three years thereafter. Upon completion of the Business Combination, the Company ceased granting awards under the 2017 Plan. Conversion of Awards Each Old Gemini option from the 2017 Plan and each option from Old Gemini’s 2015 Stock Option and Grant Plan (the “2015 Plan”) that was outstanding immediately prior to the Business Combination, whether vested or unvested, was converted into an option to purchase a number of shares of common stock (each such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Old Gemini common stock subject to such Old Gemini option immediately prior to the Business Combination and (ii) the Conversion Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Old Gemini option immediately prior to the consummation of the Business Combination, divided by (B) the Conversion Ratio. Each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Old Gemini option immediately prior to the consummation of the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options. As of the Closing Date, the 10,567,508 options and 163,157 restricted stock units (“RSUs”) outstanding under the 2017 Plan and 2015 Plan were converted into 2,303,309 options and 35,561 RSUs, respectively, upon completion of the Business Combination after the effect of the Conversion Ratio. This effect of the Conversion Ratio has been retroactively adjusted throughout the Company’s unaudited condensed consolidated financial statements. 2021 Gemini Equity Incentive Plan In February 2021, FSDC’s stockholders approved the 2021 Stock Option and Incentive Plan (the “2021 Plan”), pursuant to which 4,264,341 shares of common stock were reserved for issuance. The 2021 Plan provides for the Company to grant incentive stock options or nonqualified stock options for the purchase of common stock, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards, cash-based awards and dividend equivalent rights to employees, officers, directors and consultants of Gemini. Incentive stock options may only be granted to employees. The 2021 Plan is administered by the plan administrator, which is the Compensation Committee of Gemini’s board of directors, provided therein, which has discretionary authority, subject only to the express provisions of the 2021 Plan, to interpret the 2021 Plan; determine eligibility for and grant awards; determine form of settlement of awards (whether in cash, shares of stock, other property or a combination of the foregoing), determine, modify or waive the terms and conditions of any award; prescribe forms, rules and procedures; and otherwise do all things necessary to carry out the purposes of the 2021 Plan. The number of shares of common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each calendar year, starting on January 1, 2022 and continuing through January 1, 2031, in an amount equal to 4 % of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Company’s board of directors. Subject to this provision, the Company added 1,728,326 shares available for grant to the 2021 Plan effective January 1, 2022. As of June 30, 2022 , 2,162,435 shares remained available for future issuance under the 2021 Plan. The exercise price of each stock option granted under the 2021 Plan will be 100 % of the fair market value of the underlying stock subject to the award, determined as of the date of the grant, or such higher amount as the plan administrator may determine in connection with the grant, and the term of stock option may not be greater than ten years. The vesting and other restrictions are determined at the discretion of the plan administrator. 2021 Inducement Plan In February 2021, the Company’s board of directors approved the 2021 Inducement Plan. The 2021 Inducement Plan is a non-stockholder approved stock plan under which the Company grants equity awards to induce highly-qualified prospective officers and employees who are not currently employed by the Company to accept employment and provide them with a proprietary interest in the Company. The Company intends that the 2021 Inducement Plan be reserved for persons to whom the Company may issue securities without stockholder approval as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of the NASDAQ Stock Market, Inc. The 2021 Inducement Plan is administered by the board of directors or the Compensation Committee of the board, which determines the types of awards to be granted, including the number of shares subject to the awards, the exercise price and the vesting schedule. Awards granted under the 2021 Inducement Plan expire no later than ten years from the date of grant. As of June 30, 2022 , 983,949 shares were available for issuance under the 2021 Inducement Plan. 2021 Employee Stock Purchase Plan In July 2021, the Company’s board of directors approved the 2021 Employee Stock Purchase Plan (“2021 ESPP”). The first offering period under the 2021 ESPP began on December 1, 2021. The Company has not yet issued any shares under the 2021 ESPP. The Company recorded $ 6 thousand and $ 22 thousand of stock-based compensation expense related to the 2021 ESPP during the three and six months ended June 30, 2022, respectively. As of June 30, 2022 , 420,591 shares remained available for future issuance under the 2021 ESPP. The number of shares of common stock reserved for issuance under the 2021 ESPP automatically increases on January 1 of each calendar year, starting on January 1, 2023 and continuing through January 1, 2031, in an amount equal to the least of (a) 1 % of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, (b) 430,551 shares of common stock, or (c) such number of shares determined by the Company’s board of directors. Stock-based compensation expense The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Research and development $ 268 $ 1,303 $ 677 $ 1,959 General and administrative 2,088 1,559 3,655 2,496 Total stock-based compensation expense $ 2,356 $ 2,862 $ 4,332 $ 4,455 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 11. Net loss per share The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company (in thousands, except share and per share amounts): Three Months Ended Six Months Ended 2022 2021 2022 2021 Net loss attributable to common stockholders $ ( 7,090 ) $ ( 16,447 ) $ ( 22,321 ) $ ( 35,495 ) Weighted average common shares outstanding, basic and diluted 43,230,523 43,041,856 43,221,712 37,564,936 Net loss per share attributable to common stockholders, basic and diluted $ ( 0.16 ) $ ( 0.38 ) $ ( 0.52 ) $ ( 0.94 ) The Company’s unvested restricted common shares have been excluded from the computation of basic net loss per share attributable to common stockholders. The Company’s potentially dilutive securities, which include unvested restricted stock and common stock options outstanding, have been excluded from the computation of diluted net loss per share attributable to common stockholders as the effect would be to reduce the net loss per share attributable to common stockholders. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: As of June 30, 2022 2021 Unvested restricted stock 871,204 - Common stock options outstanding 4,807,045 6,506,146 5,678,249 6,506,146 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and contingencies Commitments The Company’s long-term contractual obligations include commitments entered into in the normal course of business. The Company’s most significant contracts relate to agreements with clinical research organizations (“CROs”) for clinical trials and preclinical studies and clinical manufacturing organizations (“CMOs”), which the Company enters into in the normal course of business. The contracts with CROs and CMOs are generally cancellable, with notice, at the Company’s option. The Company also has commitments related to debt obligations, license agreements and other purchase obligations. License agreements In April 2017, the Company entered into a Research Collaboration and License Agreement with Sanquin Blood Supply Foundation (“Sanquin”) (the “2017 License Agreement”) to develop antibodies that bind and enhance the activity of CFH. As consideration for the license, the Company paid a one-time, non-refundable upfront payment of $ 0.1 million. The 2017 License Agreement includes additional consideration upon the achievement of certain development and commercial milestones (i.e., once net sales targets exceed certain thresholds) totaling up to an aggregate amount of $ 29.0 million. Finally, the Company is required to make royalty payments of between 1.25 % and 2.50 % of net product sales if commercialization is achieved. On March 7, 2022, the Company entered into an amendment to the 2017 License Agreement (the “2022 Amendment”) to clarify that certain patent rights directed to CFH potentiating antibodies are jointly owned by the Company and Sanquin. Under the 2022 Amendment, Sanquin granted the Company an exclusive (even as to Sanquin) royalty-bearing license, with the right to sublicense through multiple tiers, to the portion of these patent rights owned by Sanquin. The condensed consolidated financial statements as of June 30, 2022 do not include liabilities with respect to this agreement as the Company has not yet generated revenue and the achievement of certain milestones is not deemed probable. In June 2018, the Company entered into a Cell Line License Agreement with Life Technologies Corporation (the “2018 License Agreement”) to obtain non-exclusive use of 293 H cells in support of GEM-103 manufacturing activities. As consideration for the license, the Company paid a one-time, non-refundable, non-creditable initial license fee of $ 0.1 million. In addition, an annual non-refundable, non-creditable development fee of $ 0.1 million is due on each anniversary date. The 2018 License Agreement includes additional consideration of $ 0.3 million contingent upon future commercialization of each licensed product. The condensed consolidated financial statements as of June 30, 2022 do not include a liability with respect to the additional consideration under this agreement as the Company has not yet generated revenue. In March 2019, the Company entered into a second Cell Line License Agreement with Life Technologies Corporation (the “2019 License Agreement”) to obtain non-exclusive use of a CTS Viral Production cell line for producing genetically engineered adeno-associated virus particles to be used in human therapeutics. In October 2021, the Company terminated the 2019 License Agreement. As consideration for the license, the Company paid a one-time, non-refundable, non-creditable initial license fee of $ 0.1 million. In addition, an annual non-refundable, non-creditable development fee of $ 0.1 million was due on each anniversary date, beginning on the second anniversary date. The 2019 License Agreement included additional consideration of $ 0.4 million contingent upon future commercialization of each licensed product. The condensed consolidated financial statements as of June 30, 2022 do not include a liability with respect to the additional consideration under this agreement as the Company has not yet generated revenue. In October 2018, the Company entered into a Master License Agreement with Avitide, Inc. (the “2018 Master License Agreement”) to license, on an exclusive basis, certain of Avitide’s affinity chromatography resins comprised of proprietary ligands for affinity purification of biopharmaceuticals. As consideration for the license, the Company paid an upfront license fee of $ 0.2 million. In addition, an annual license fee of $ 0.1 million is due on each anniversary date. The 2018 Master License Agreement includes additional consideration upon the achievement of certain development, commercial and sales milestones totaling up to $ 0.7 million, $ 2.2 million and $ 7.0 million, respectively. Finally, the Company is required to make royalty payments of 1.25 % of net product sales if commercialization is achieved. The condensed consolidated financial statements as of June 30, 2022 do not include liabilities with respect to additional consideration under this agreement as the Company has not yet generated revenue and the achievement of certain milestones is not deemed probable. In June 2019, the Company entered into a GPEx-Derived Cell Line Sale Agreement with Catalent Pharma Solutions, LLC (the “2019 Sale Agreement”) to purchase all right, title and interest in and to the GPEx Cell Line. As consideration for the GPEx Cell Line, the Company is required to make one-time milestone payments totaling up to $ 1.3 million in aggregate, as well as a contingent annual fee upon commercialization ( 1 % of net sales, or $ 0.1 million, whichever is greater ) and other fees after certain milestones are reached. Certain milestone payments may be waived if Catalent manufactures > 50 % of the total product required for the relevant clinical trial. The condensed consolidated financial statements as of June 30, 2022 do not include liabilities with respect to this agreement as the Company has not yet generated revenue and the achievement of certain milestones is not deemed probable. Contingencies Indemnification agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any indemnification arrangements could have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of June 30, 2022. Legal proceedings From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. As of June 30, 2022 , the Company was not a party to any material legal matters or claims. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related party transactions The Company engaged a firm managed by an executive of the Company for professional services related to accounting, finance and other administrative functions. There were no costs incurred under this arrangement for either of the three months ended June 30, 2022 and 2021. For the six months ended June 30, 2022 and 2021 , the costs incurred under this arrangement totaled $ 0 and $ 0.1 million, respectively, of which $ 0.1 million was recorded in stockholders’ equity as a reduction to additional paid-in capital as a result of the Business Combination and $ 10 thousand was recorded as general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2021 . There were no amounts owed under this arrangement as of June 30, 2022 and December 31, 2021. The executive of the Company associated with this firm resigned from the Company in February 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements include those of the Company and its subsidiary, Gemini Therapeutics Sub, Inc., after elimination of all intercompany accounts and transactions. The accompanying unaudited condensed consolidated financial statements and notes hereto have been prepared in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the FASB. In the opinion of management, all adjustments necessary for a fair statement of the financial information, which are of a normal and recurring nature, have been made for the interim periods reported. Results of operations for the three and six months ended June 30, 2022 and 2021 are not necessarily indicative of the results for the entire fiscal year or any other period. The condensed consolidated financial information for the three and six months ended June 30, 2022 and 2021 have been prepared on the same basis as and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 10, 2022. As a result of the Business Combination, the shares and corresponding capital amounts and loss per share related to Old Gemini’s outstanding convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the Conversion Ratio established in the Merger Agreement. For additional information regarding the Business Combination, please refer to Note 2, Business Combination , to these condensed consolidated financial statements. The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements for the three and six months ended June 30, 2022 are consistent with those discussed in Note 3 to the consolidated financial statements in the Company’s 2021 Annual Report on Form 10-K and are updated below as necessary. |
CARES Act | CARES Act The CARES Act provided refundable employee retention credits, which could be used to offset payroll tax liabilities. On March 11, 2021, President Biden signed the American Rescue Plan Act (“ARPA”). The ARPA includes several provisions, such as measures that extend and expand the employee retention credit, previously enacted under the CARES Act, through December 31, 2021. Measures not related to income-based taxes within the CARES Act include (1) allowing an employer to pay its share of Social Security payroll taxes that would otherwise be due from the date of enactment through December 31, 2020 over the following two years and (2) allowing eligible employers subject to closure due to the COVID-19 pandemic to receive a 50% credit on qualified wages against their employment taxes each quarter, with any excess credits eligible for refunds. As there is no authoritative guidance under GAAP for accounting for grants to for-profit business entities, the Company accounts for the grant by analogy to International Accounting Standards 20 – Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”). During the three months ended June 30, 2022 , the Company recorded an employee retention credit of $ 1.0 million upon completion of an analysis providing reasonable assurance that it met the conditions set forth in the CARES Act and it was reasonably assured that it will receive the employee retention credit. The employee retention credit is recorded in research and development expenses and general and administrative expenses in the manner in which the qualified wages and related costs were classified. $ 0.7 million and $ 0.3 million have been recorded to reduce research and development and general and administrative expenses, respectively, in the accompanying condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2022 . As of June 30, 2022, the employee retention credit receivable of $ 1.0 million is included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet. |
Recently Adopted Accounting Pronouncements | Recently adopted accounting pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases ( Topic 842 ), Amendments to the FASB Accounting Standards Codification ( “ASU 2016-02”), which replaces the existing guidance for leases. ASU 2016-02 requires the identification of arrangements that should be accounted for as leases by lessees. In general, for lease arrangements exceeding a twelve-month term, these arrangements must now be recognized as assets and liabilities on the balance sheet of the lessee. Under ASU 2016-02, a right-of-use asset and a lease liability will be recorded for all leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The balance sheet amount recorded for existing leases at the date of adoption of ASU 2016-02 must be calculated using the applicable incremental borrowing rate at the date of adoption. The Company adopted ASU 2016-02 on January 1, 2022 using the modified retrospective approach. The Company elected the package of practical expedients which allows entities to not reassess (i) whether an arrangement is or contains a lease, (ii) the classification of its leases, and (iii) the accounting for initial direct costs. Further, the Company elected, by class of underlying asset, the short-term lease exception for leases with terms of twelve months or less. In doing so, the Company did not recognize a lease liability or right-of-use asset on its consolidated balance sheets for such short-term leases. Finally, the Company elected, by class of underlying asset, the practical expedient to not separate lease and non-lease components. The Company terminated its lease agreement on December 31, 2021 for its office and laboratory space. The Company does not have any other leases within the scope of ASU 2016-02. Therefore, the adoption of ASU 2016-02 did not have an impact on the Company's condensed consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 on January 1, 2022. The adoption did not have a material effect on the Company’s condensed consolidated financial statements. In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance . This standard increases the transparency of transactions with the government that are accounted for by applying a grant or contribution accounting model, and aims to reduce diversity that currently exists in the recognition, measurement, presentation, and disclosure of government assistance received by business entities due to the lack of specific authoritative guidance in GAAP. This standard requires an entity to provide information regarding the nature of the transaction with a government and the related accounting policy used to account for this transaction, the line item on the condensed consolidated balance sheet and condensed consolidated statement of operations and comprehensive loss that are affected by the transaction and the amounts applicable to each financial statement line item, and the significant terms and conditions of the transaction, including commitments and contingencies. The Company adopted ASU 2021-10 on January 1, 2022 using the prospective approach. The adoption did not have a material effect on the Company’s condensed consolidated financial statements . |
Use of Estimates | Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires 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 expenses during the reporting period. Significant estimates contained within these financial statements include, but are not limited to, the accruals of research and development expenses, share-based awards utilized for stock-based compensation purposes and, prior to the Business Combination, the estimated fair value of the Company’s common stock and warrant liability. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Actual results may differ materially from those estimates or assumptions. |
Restricted Cash | Restricted cash Restricted cash amounted to $ 0 and $ 0.3 million as of June 30, 2022 and December 31, 2021 , which consisted of $ 0.1 million to collateralize the Company’s credit card and $ 0.2 million to collateralize its irrevocable standby letter of credit for its facility lease arrangement. The facility lease arrangement was terminated on December 31, 2021. A reconciliation of the cash and cash equivalents and restricted cash as presented in the Company’s condensed consolidated balance sheets to the Company’s condensed consolidated statements of cash flows is as follows (in thousands): June 30, December 31, Cash and cash equivalents $ 108,659 $ 136,627 Restricted cash - 323 Total cash, cash equivalents and restricted cash $ 108,659 $ 136,950 |
Emerging Growth Company Status | Emerging growth company status The Company qualifies as an “emerging growth company” (“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to avail itself of the extended transition period and, therefore, while the Company is an EGC it will not be subject to new or revised accounting standards at the same time that they become applicable to other public companies that are not EGCs, unless it chooses to early adopt a new or revised accounting standard. As a result of this election, the condensed consolidated financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Summary of Net Proceeds from Business Combination | The following table summarizes the elements of the net proceeds from the Business Combination (in thousands): Cash - FSDC Trust Account and cash (net of redemptions) $ 121,782 Cash - PIPE Financing 95,060 Less: Equity issuance costs and other costs paid ( 20,960 ) Net proceeds from the Business Combination $ 195,882 |
Summary of Shares Issued from Business Combination | The following table summarizes the number of shares of Common Stock outstanding immediately following the consummation of the Business Combination: FSDC shares outstanding prior to the Business Combination 15,535,150 Shares issued pursuant to the PIPE Financing 9,506,000 Business Combination and PIPE Financing shares 25,041,150 Conversion of Old Gemini Series A preferred stock for common stock 8,657,869 Conversion of Old Gemini Series B preferred stock for common stock 7,744,785 Conversion of Old Gemini common stock for common stock 1,539,603 Issuance of common stock upon exercise of warrants 15,257 Total shares of the Company's common stock outstanding immediately following 42,998,664 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Reconciliation of Cash and Cash Equivalents and Restricted Cash | A reconciliation of the cash and cash equivalents and restricted cash as presented in the Company’s condensed consolidated balance sheets to the Company’s condensed consolidated statements of cash flows is as follows (in thousands): June 30, December 31, Cash and cash equivalents $ 108,659 $ 136,627 Restricted cash - 323 Total cash, cash equivalents and restricted cash $ 108,659 $ 136,950 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value (in thousands) on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: June 30, 2022 Level 1 Level 2 Level 3 Total Assets Money market funds in cash and cash equivalents $ 107,659 $ - $ - $ 107,659 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Money market funds in cash and cash equivalents $ 135,631 $ - $ - $ 135,631 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, December 31, Accrued external research and development $ 762 $ 4,031 Accrued payroll and benefits 559 2,603 End of term charge for Term Loan 389 - Accrued professional fees 186 233 Accrued interest 9 17 $ 1,905 $ 6,884 |
Term Loan (Tables)
Term Loan (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Scheduled Principal Payments for Term Loan | As of June 30, 2022, scheduled principal payments for the Term Loan are as follows (in thousands): Year Ending December 31, 2022 (remaining six months) $ 2,500 2023 417 Total principal 2,917 Unamortized discounts ( 4 ) Carrying amount 2,913 Less current portion ( 2,913 ) Long-term portion $ - |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock-based Compensation Expense | The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Research and development $ 268 $ 1,303 $ 677 $ 1,959 General and administrative 2,088 1,559 3,655 2,496 Total stock-based compensation expense $ 2,356 $ 2,862 $ 4,332 $ 4,455 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company (in thousands, except share and per share amounts): Three Months Ended Six Months Ended 2022 2021 2022 2021 Net loss attributable to common stockholders $ ( 7,090 ) $ ( 16,447 ) $ ( 22,321 ) $ ( 35,495 ) Weighted average common shares outstanding, basic and diluted 43,230,523 43,041,856 43,221,712 37,564,936 Net loss per share attributable to common stockholders, basic and diluted $ ( 0.16 ) $ ( 0.38 ) $ ( 0.52 ) $ ( 0.94 ) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stock holders | The Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: As of June 30, 2022 2021 Unvested restricted stock 871,204 - Common stock options outstanding 4,807,045 6,506,146 5,678,249 6,506,146 |
Nature of the Business (Details
Nature of the Business (Details) - USD ($) $ in Thousands | Feb. 05, 2021 | Jun. 30, 2022 | Dec. 31, 2021 |
Nature Of Business [Line Items] | |||
Cash and cash equivalents | $ 108,659 | $ 136,627 | |
PIPE Financing [Member] | |||
Nature Of Business [Line Items] | |||
Purchase price | $ 95,100 | ||
Net proceeds from issuance of private placement | $ 195,900 |
Business Combination (Details)
Business Combination (Details) $ in Millions | Feb. 05, 2021 USD ($) shares |
Business Acquisition [Line Items] | |
Net Proceeds From Business Combination | $ | $ 195.9 |
Business combination, transaction costs | $ | $ 21 |
Pipe Investors [Member] | |
Business Acquisition [Line Items] | |
Number of shares subscribed (in Shares) | 9,506,000 |
Purchase price | $ | $ 95.1 |
2021 Stock Option and Incentive Plan [Member] | |
Business Acquisition [Line Items] | |
Issuance of share (in Shares) | 4,264,341 |
Merger Consideration [Member] | |
Business Acquisition [Line Items] | |
Number of common stock held in escrow (in Shares) | 2,150,000 |
Merger Agreement [Member] | |
Business Acquisition [Line Items] | |
Description of conversion ratio | The shares and corresponding capital amounts and loss per share related to Old Gemini’s outstanding convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the conversion ratio established in the Merger Agreement (1.00 Old Gemini share for 0.2180 shares of the Company) (the “Conversion Ratio”). |
Conversion ratio | 0.2180 |
Class A Common Stock [Member] | |
Business Acquisition [Line Items] | |
Pro rate portion of shares (in Shares) | 17,942,274 |
Business Combination - (Details
Business Combination - (Details) - Summary of Net Proceeds from Business Combination $ in Thousands | Feb. 05, 2021 USD ($) |
Business Acquisition [Line Items] | |
Less: Equity issuance costs and other costs paid | $ (20,960) |
Net proceeds from the Business Combination | 195,882 |
FSDC [Member] | |
Business Acquisition [Line Items] | |
Cash | 121,782 |
PIPE Financing [Member] | |
Business Acquisition [Line Items] | |
Cash | $ 95,060 |
Business Combination - (Detai_2
Business Combination - (Details) - Summary of Shares Issued from Business Combination - shares | 3 Months Ended | |||
Feb. 05, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Business Combination and PIPE Financing shares | 25,041,150 | |||
Common stock, shares outstanding | 42,998,664 | 43,244,453 | 43,208,159 | |
Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Conversion of Old Gemini common stock for common stock | 1,539,603 | |||
Issuance of common stock upon exercise of warrants | 15,257 | 15,257 | ||
Series A Preferred Stock [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Conversion of Old Gemini common stock for common stock | 8,657,869 | |||
Series B Preferred Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Conversion of Old Gemini common stock for common stock | 2,341,316 | |||
Series B Preferred Stock [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Conversion of Old Gemini common stock for common stock | 7,744,785 | |||
FSDC [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination and PIPE Financing shares | 15,535,150 | |||
PIPE Financing [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination and PIPE Financing shares | 9,506,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Cash and Cash Equivalents [Line Items] | |||
Restricted cash, non-current | $ 0 | $ 0 | $ 323 |
Retention receivable | 1,000 | 1,000 | |
Research and Development [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Employee retention credit | 700 | 700 | |
General and Administrative [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Employee retention credit | 300 | 300 | |
CARES Act | |||
Cash and Cash Equivalents [Line Items] | |||
Employee retention credit | $ 1,000 | $ 1,000 | |
Standby Letters Of Credit | |||
Cash and Cash Equivalents [Line Items] | |||
Restricted cash, non-current | 200 | ||
Credit Card [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Restricted cash, non-current | $ 100 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 108,659 | $ 136,627 | ||
Restricted cash, non-current | 0 | 323 | ||
Total cash, cash equivalents and restricted cash | $ 108,659 | $ 136,950 | $ 167,800 | $ 4,826 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Money Market Funds in Cash and Cash Equivalents [Member] - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 107,659 | $ 135,631 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 107,659 | $ 135,631 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accrued Expenses And Other Current Liabilities [Abstract] | ||
Accrued payroll and benefits | $ 559 | $ 2,603 |
Accrued external research and development | 762 | 4,031 |
Accrued professional fees | 186 | 233 |
End of term charge for Term Loan | 389 | 0 |
Accrued interest | 9 | 17 |
Accrued expenses and other current liabilities | $ 1,905 | $ 6,884 |
Corporate restructuring (Additi
Corporate restructuring (Additional Information) (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Feb. 28, 2022 Positions | Oct. 31, 2021 USD ($) Positions | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||
Percentage of Workforce | 80% | 26% | ||||
Reduction of the Company's workforce positions | Positions | 24 | 11 | ||||
Severance cost | $ 1.4 | $ 1.7 | ||||
Restructuring Costs | $ 1.7 | $ 1.7 | ||||
Unpaid severance costs | 0.4 | $ 0.9 | ||||
Employee Severance [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance cost | 2.2 | |||||
October 2021 [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Costs | $ 0.9 | |||||
February 2022 [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance cost | 1.3 | |||||
General and Administrative [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Costs | 0.7 | 0.7 | ||||
Research and Development [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Costs | $ 1 | $ 1 |
Term Loan (Details)
Term Loan (Details) - Term Loan [Member] $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Apr. 30, 2020 | Feb. 28, 2019 USD ($) $ / shares shares | Feb. 28, 2019 USD ($) Tranche $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2019 USD ($) | Apr. 30, 2019 USD ($) | |
Line Of Credit Facility [Line Items] | ||||||||||
Interest expense | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.3 | ||||||
SVB Loan Agreement [Member] | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Loan and security agreement, date | Feb. 28, 2019 | |||||||||
Number of tranches | Tranche | 2 | |||||||||
Term loan maturity date | Jul. 31, 2022 | |||||||||
Floating interest rate | 3.25% | |||||||||
Prepayment charge, percentage | 0.50% | |||||||||
Additional interest rate of past due amount outstanding | 5% | |||||||||
SVB Loan Agreement [Member] | Prime Rate [Member] | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Floating interest rate | 1.50% | |||||||||
SVB Loan Agreement [Member] | Minimum [Member] | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Floating interest rate | 3.75% | |||||||||
Silicon Valley Bank [Member] | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Term loan facility | $ 10 | $ 10 | ||||||||
Term loan borrowed | 2.9 | $ 2.9 | $ 5.4 | |||||||
Silicon Valley Bank [Member] | Deferral Agreement | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Term loan maturity date | Jan. 31, 2023 | |||||||||
Final end of term charge payable, percentage | 4% | |||||||||
Final end of term charge accrued | $ 0.4 | $ 0.4 | $ 0.4 | |||||||
Silicon Valley Bank [Member] | Series A Preferred Stock [Member] | Silicon Valley Bank Warrants [Member] | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Warrants issued to purchase shares of preferred stock | shares | 15,257 | 15,257 | ||||||||
Warrants exercise price | $ / shares | $ 5.46 | $ 5.46 | ||||||||
Tranche One [Member] | SVB Loan Agreement [Member] | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Term loan borrowed | $ 7.5 | |||||||||
Tranche Two [Member] | SVB Loan Agreement [Member] | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Term loan borrowed | $ 2.5 |
Term Loan - Scheduled Principal
Term Loan - Scheduled Principal Payments for Term Loan (Details) - Term Loan [Member] $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
2022 (remaining nine months) | $ 2,500 |
2023 | 417 |
Total principal | 2,917 |
Unamortized discounts | (4) |
Carrying amount | 2,913 |
Less current portion | (2,913) |
Long-term portion | $ 0 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Feb. 05, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Aug. 31, 2020 | |
Convertible Promissory Notes [Line Items] | ||||||
Convertible notes | $ 14 | |||||
Accrued simple interest | 8% | |||||
Other expense | $ 0.7 | |||||
Interest expense | $ 0 | $ 0 | $ 0 | $ 1.7 | ||
Series B Preferred Stock [Member] | ||||||
Convertible Promissory Notes [Line Items] | ||||||
Conversion of Old Gemini common stock for common stock | 2,341,316 | |||||
Preferred stock conversion price | $ 6.1986 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Feb. 05, 2021 | |
Stockholders' Equity Note [Abstract] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares outstanding | 0 | ||
Preferred stock, shares issued | 0 | ||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Dividends declared | $ 0 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Feb. 12, 2021 | Feb. 03, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jan. 01, 2022 | Feb. 05, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares available for issuance | 1,728,326 | |||||||
Share-based Payment Arrangement, Expense | $ 2,356 | $ 2,862 | $ 4,332 | $ 4,455 | ||||
2017 Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Expiration period of incentive plan | 10 years | |||||||
Vesting period | 4 years | |||||||
2017 Plan [Member] | Share-based Payment Arrangement, Tranche One | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting percentage | 25% | |||||||
2017 Plan [Member] | Share-based Payment Arrangement, Tranche Two | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting period | 3 years | |||||||
2017 Plan [Member] | Person Possessing Less than 10% of Voting Power [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Maximum percent of fair market value of common stock | 100% | |||||||
2017 Plan [Member] | Person Possessing More than 10% of Voting Power [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Maximum percent of fair market value of common stock | 110% | |||||||
Expiration period of incentive plan | 5 years | |||||||
2017 Plan [Member] | Option [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share based compensation outstanding shares | 10,567,508 | |||||||
2017 Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share based compensation outstanding shares | 163,157 | |||||||
2015 Plan [Member] | Option [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share based compensation outstanding shares | 2,303,309 | |||||||
2015 Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share based compensation outstanding shares | 35,561 | |||||||
2021 Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Maximum percent of fair market value of common stock | 100% | |||||||
Common stock, number of shares reserved | 4,264,341 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 4% | |||||||
Number of shares available for issuance | 2,162,435 | 2,162,435 | ||||||
2021 Inducement Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Expiration period of incentive plan | 10 years | |||||||
Number of shares available for issuance | 983,949 | 983,949 | ||||||
2021 Employee Stock Purchase Plan Member | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock, number of shares reserved | 420,591 | 420,591 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 1% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease) | 430,551 | |||||||
Share-based Payment Arrangement, Expense | $ 6 | $ 22 |
Equity Incentive Plan - Summary
Equity Incentive Plan - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 2,356 | $ 2,862 | $ 4,332 | $ 4,455 |
Research and Development [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 268 | 1,303 | 677 | 1,959 |
General and Administrative [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 2,088 | $ 1,559 | $ 3,655 | $ 2,496 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||||
Net loss attributable to common stockholders | $ (7,090) | $ (15,231) | $ (16,447) | $ (19,048) | $ (22,321) | $ (35,495) |
Weighted average common shares outstanding, basic | 43,230,523 | 43,041,856 | 43,221,712 | 37,564,936 | ||
Weighted average common shares outstanding, diluted | 43,230,523 | 43,041,856 | 43,221,712 | 37,564,936 | ||
Net loss per share, basic | $ (0.16) | $ (0.38) | $ (0.52) | $ (0.94) | ||
Net loss per share, diluted | $ (0.16) | $ (0.38) | $ (0.52) | $ (0.94) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stock holders - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities | 5,678,249 | 6,506,146 |
Unvested Restricted Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities | 871,204 | |
Common Stock Options Outstanding [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities | 4,807,045 | 6,506,146 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Oct. 31, 2018 | Jun. 30, 2018 | Apr. 30, 2017 | Jun. 30, 2022 | |
2017 License Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
One-time, non-refundable upfront payment | $ 100,000 | |||||
2017 License Agreement [Member] | Maximum [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Additional consideration upon achievement of certain development and commercial milestones | $ 29,000,000 | |||||
Royalty payments percentage of net product sales if commercialization achieved | 2.50% | |||||
2017 License Agreement [Member] | Minimum [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Royalty payments percentage of net product sales if commercialization achieved | 1.25% | |||||
2018 License Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Payment of one-time, non-refundable, non-creditable initial license fee | $ 100,000 | |||||
Annual non-refundable, non-creditable development fee payment | 100,000 | |||||
Additional consideration of contingent upon future commercialization | $ 300,000 | |||||
2019 License Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Payment of one-time, non-refundable, non-creditable initial license fee | $ 100,000 | |||||
Annual non-refundable, non-creditable development fee payment | 100,000 | |||||
Additional consideration of contingent upon future commercialization | $ 400,000 | |||||
2018 Master License Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Royalty payments percentage of net product sales if commercialization achieved | 1.25% | |||||
Payment for upfront license fee | $ 200,000 | |||||
Payment for annual license fee | 100,000 | |||||
Additional consideration upon achievement of certain development milestones | 700,000 | |||||
Additional consideration upon achievement of certain commercial milestones | 2,200,000 | |||||
Additional consideration upon achievement of certain sales milestones | $ 7,000,000 | |||||
2019 Sale Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Contingent annual fee upon commercialization description | 1% of net sales, or $0.1 million, whichever is greater | |||||
Contingent annual fee upon commercialization percentage of net sales | 1% | |||||
Contingent annual fee upon commercialization amount of net sales | $ 100,000 | |||||
2019 Sale Agreement [Member] | Maximum [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
One-time milestone payments | $ 1,300,000 | |||||
2019 Sale Agreement [Member] | Minimum [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Condition upon certain milestone payments waived of percentage | 50% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transactions Details [Line Items] | |||||
Costs incurred for professional services related to accounting, finance and other administrative functions | $ 0 | $ 0 | $ 0 | $ 100,000 | |
Accounts Payable [Member] | |||||
Related Party Transactions Details [Line Items] | |||||
Due from related party | $ 0 | $ 0 | $ 0 | ||
General and Administrative [Member] | |||||
Related Party Transactions Details [Line Items] | |||||
Costs incurred for professional services related to accounting, finance and other administrative functions | 10,000 | ||||
Reduction to Additional Paid-in Capital [Member] | |||||
Related Party Transactions Details [Line Items] | |||||
Costs incurred for professional services related to accounting, finance and other administrative functions | $ 100,000 |