Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 21, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Registrant Name | PARDES BIOSCIENCES, INC. | ||
Entity File Number | 001-40067 | ||
Entity Tax Identification Number | 85-2696306 | ||
Entity Address, Address Line One | 2173 Salk Avenue | ||
Entity Address, Address Line Two | Suite 250 | ||
Entity Address, Address Line Three | PMB#052 | ||
Entity Address, City or Town | Carlsbad | ||
Entity Address, Postal Zip Code | 92008 | ||
City Area Code | 415 | ||
Local Phone Number | 649-8758 | ||
Entity Central Index Key | 0001822711 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, State or Province | CA | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | PRDS | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 62,378,996 | ||
Entity Public Float | $ 200.8 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Documents Incorporated by Reference | None. | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Irvine, California, USA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 268,678 | $ 3,410 |
Prepaid expenses and other current assets | 6,581 | 194 |
Total current assets | 275,259 | 3,604 |
Total assets | 275,259 | 3,604 |
Current liabilities: | ||
Accounts payable | 2,385 | 1,394 |
Accrued expenses | 6,580 | 408 |
Simple agreements for future equity (SAFE) | 0 | 14,808 |
Total current liabilities | 8,965 | 16,610 |
Total liabilities | 8,965 | 16,610 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity (deficit): | ||
Preferred stock: $0.0001 par value; 10,000,000 and no shares authorized at December 31, 2021 and December 31, 2020, respectively; no shares issued and outstanding at December 31, 2021 and December 31, 2020 | 0 | 0 |
Common stock: $0.0001 par value and $0.00001 par value at December 31, 2021 and December 31, 2020, respectively; 250,000,000 and 10,000,000 authorized at December 31, 2021 and December 31, 2020, respectively; 62,378,996 and 9,656,049 shares issued at December 31, 2021 and December 31, 2020, respectively; 56,765,533 and no shares outstanding at December 31, 2021 and December 31, 2020, respectively | 6 | 0 |
Additional paid-in capital | 317,812 | 0 |
Accumulated deficit | (51,524) | (13,006) |
Total stockholders' equity (deficit) | 266,294 | (13,006) |
Total liabilities and stockholders' equity (deficit) | $ 275,259 | $ 3,604 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.00001 |
Common stock, shares authorized | 250,000,000 | 10,000,000 |
Common stock, shares issued | 62,378,996 | 9,656,049 |
Common stock, shares outstanding | 56,765,533 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended |
Dec. 30, 2020 | Dec. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 4,563 | $ 28,152 |
General and administrative | 750 | 10,336 |
Total operating expenses | 5,313 | 38,488 |
Loss from operations | 5,313 | 38,488 |
Other income (expense): | ||
Interest expense net | 0 | (30) |
Change in fair value of SAFE liability | (7,693) | 0 |
Total other expense, net | (7,693) | (30) |
Net loss and comprehensive loss | $ (13,006) | $ (38,518) |
Weighted common shares outstanding (in Shares) | 0 | 3,800,506 |
Basic and diluted net loss per share (in Dollars per share) | $ 0 | $ (10.13) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Operating activities: | ||
Net loss | $ (13,006) | $ (38,518) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of SAFE liability | 7,693 | 0 |
Stock-based compensation expense | 0 | 1,221 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (44) | (6,386) |
Accounts payable | 1,394 | 756 |
Accrued expenses | 408 | 6,009 |
Net cash used in operating activities | (3,555) | (36,918) |
Financing activities: | ||
Proceeds from issuance of common stock in connection with the Business Combination | 0 | 198,933 |
Proceeds From PIPE | 0 | 75,000 |
Payment of the Business Combination and PIPE Transaction costs | 0 | (16,075) |
Proceeds from issuance of the Convertible Notes | 0 | 10,000 |
Repayment of the Convertible Notes | 0 | (10,000) |
Proceeds from issuance of convertible preferred stock into common stock | 0 | 44,500 |
Payment of issuance costs for convertible preferred stock | 0 | (176) |
Proceeds from exercise of stock options | 0 | 4 |
Proceeds from issuance of SAFE agreements | 6,965 | 0 |
Net cash provided by financing activities | 6,965 | 302,186 |
Increase in cash and cash equivalents | 3,410 | 265,268 |
Cash and cash equivalents at beginning of period | 3,410 | |
Cash and cash equivalents at end of period | 3,410 | 268,678 |
Non-cash financing activities: | ||
Conversion of Preferred Shares Into Common Shares | 0 | (59,132) |
Unpaid Business Combination and PIPE transaction included in accounts payable and accrued expenses | 0 | 397 |
Conversion of 2020 SAFE agreements into shares of convertible preferred stock | 0 | (14,808) |
Other Receivable From Issuance Of Safe Agreements | $ 150 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity - USD ($) | Total | Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings |
Balance at February 27, 2020 (inception) at Feb. 27, 2020 | $ 0 | $ 0 | $ 0 | ||
Balance at the beginning ,Temporary Equity Shares at Feb. 27, 2020 | 0 | ||||
Balance at the beginning, Temporary equity at Feb. 27, 2020 | $ 0 | ||||
Balance at the beginning at Feb. 27, 2020 | 0 | ||||
Common Stock, Par Value at Feb. 27, 2020 | $ 0 | ||||
Net loss | (13,006,000) | ||||
Balance at December 31, 2020 at Dec. 31, 2020 | (13,006,000) | 0 | (13,006,000) | ||
Balance at the end at Dec. 31, 2020 | $ 13,006,000 | 0 | 13,006,000 | ||
Balance at the end at Dec. 31, 2020 | 0 | ||||
Balance at the end at Dec. 31, 2020 | $ 0 | ||||
Balance at the end at Dec. 31, 2020 | 0 | 0 | |||
Common Stock, Par Value at Dec. 31, 2020 | $ 0.00001 | $ 0 | |||
Net loss | $ (38,518,000) | (38,518,000) | |||
Balance at December 31, 2020 at Dec. 31, 2021 | 266,294,000 | 317,812,000 | 51,524,000 | ||
Balance at the end at Dec. 31, 2021 | $ (266,294,000) | (317,812,000) | $ (51,524,000) | ||
Balance at the end at Dec. 31, 2021 | 0 | ||||
Balance at the end at Dec. 31, 2021 | $ 0 | ||||
Balance at the end at Dec. 31, 2021 | 56,765,533 | 56,765,533 | |||
Common Stock, Par Value at Dec. 31, 2021 | $ 0.0001 | $ 6,000 | |||
Conversion of Preferred stock, Shares | (19,601,193) | 19,601,193 | |||
Issuance of common stock in connection with the Business Combination Share | 25,758,750 | ||||
Issuance of common stock in connection with the Business Combination Transaction Value | $ 3,000 | ||||
Issuance of common stock in connection with the Business Combination Transaction | $ 184,901,000 | 184,898,000 | |||
Redemption of common stock in connection with the Business Combination Transaction share | (243,989) | ||||
Redemption of common stock in connection with the Business Combination Transaction | $ (2,440,000) | (2,440,000) | |||
Common stock issued through Business Combination and PIPE | 32,500,000 | 7,500,000 | |||
Common stock issued | $ 75,000,000 | $ 1,000 | 74,999,000 | ||
Exercise of options | $ 4,000 | 4,000 | |||
Excersise of option share | 1,408 | ||||
Issuance of series A convertible preferred stock for cash, net of issuance costs (Shares) | 13,756,122 | ||||
Issuance of series A convertible preferred stock for cash, net of issuance costs | $ 44,324,000 | ||||
Conversion of preferred stock | $ 59,132,000 | $ 59,132,000 | 2,000 | 59,130,000 | |
Stock-based compensation expense | $ 1,221,000 | $ 1,221,000 | |||
Conversion of SAFE agreements into shares of convertible preferred stock (Shares) | 5,845,071 | ||||
Conversion of SAFE agreements into shares of convertible preferred stock | $ 14,808,000 | ||||
Vesting of restricted common stock | $ 4,148,171 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Net of the transaction costs | $ 16,472 |
Series A Convertible Preferred Stock | |
Net of Issuance cost | $ 176 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | Note 1. Description of Business Description of Business Unless the context otherwise requires, references in these notes to “Pardes,” “the Company,” “we,” “us” and “our” and any related terms are intended to mean Pardes Biosciences, Inc. and its subsidiaries. Pardes Biosciences, Inc. is a clinical-stage biopharmaceutical company focused on discovering, developing and commercializing novel therapeutics to improve the lives of patients suffering from life-threatening disease, starting with our lead candidate, PBI-0451, which is in clinical development and intended to treat and prevent coronaviral (CoV) infections. COVID-19 is caused by infection with the severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) and has emerged as the most significant pandemic threat for the world in many decades. We have built a discovery platform designed to target reactive nucleophiles, such as those in cysteine proteases. By leveraging our deep understanding of structure-based drug design, reversible covalent chemistry and viral biology, we have discovered and are developing novel product candidates with low nanomolar potency against SARS-CoV-2 and broad activity against all known pathogenic human coronaviruses. Our lead product candidate, PBI-0451, inhibits the main coronaviral cysteine protease (M pro ), a viral protein essential for replication of all known coronaviruses, including SARS-CoV-2. References in these notes to the consolidated financial statements to “Pardes Biosciences, Inc.,” refer to Pardes Biosciences Sub, Inc., a Delaware corporation incorporated in February 2020 and formerly known as Pardes Biosciences, Inc. (“Old Pardes”), for the periods prior to its business combination transaction which took place on December 23, 2021 (“Business Combination”) and Pardes Biosciences, Inc., a Delaware corporation incorporated in August 2020 and formerly known as FS Development Corp. II (“FSDC II”), and its subsidiaries for the periods following the Business Combination. Business Combination Effective December 23, 2021 (the “Closing Date”), Old Pardes and FSDC II completed the Business Combination pursuant to the terms of the Agreement and Plan of Merger, dated as of June 29, 2021 (as amended on November 7, 2021, the “Merger Agreement”), by and among Old Pardes, 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 II and Orchard Merger Sub Inc., a Delaware corporation (“Merger Sub”). FSDC II was formed in August 2020 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 Pardes changed its name to “Pardes Biosciences Sub, Inc.” Pursuant to the Merger Agreement, on the Closing Date, (i) FSDC II changed its name to “Pardes Biosciences, Inc.” (together with its consolidated subsidiaries, “New Pardes”), and (ii) Old Pardes merged with and into Merger Sub (the “Merger”), with Old Pardes as the surviving company in the Merger and, after giving effect to such Merger, Old Pardes becoming a wholly-owned subsidiary of New Pardes. In connection with the Business Combination, certain investors purchased an aggregate of $ 75.0 million of our Common Stock in a private placement of public equity (the “PIPE Investment”). Together with FSDC II’s cash resources and funding of the PIPE Financing, we received net proceeds of approximately $ 257.5 million. For additional information on the Business Combination, please refer to Note 4, Business Combination , to these consolidated financial statements. Through December 31, 2021, we have funded our operations primarily with proceeds from issuance of Simple Agreements for Future Equity (“SAFEs”), convertible preferred stock financing, and through the Business Combination and the PIPE Investment. We believe that our $ 268.7 million of cash and cash equivalents as of December 31, 2021 will enable us to fund our planned operations for at least twelve months from the issuance date of these consolidated financial statements, though we 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 our ability to fund current planned operations is based on estimates that are subject to risks and uncertainties. Our 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 us, and we may need to seek additional funds sooner than anticipated. If adequate funds are not available to us 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 us, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of our stockholders. Impact of COVID-19 In December 2019, a novel strain of coronavirus, which causes the disease known as COVID-19, was reported to have surfaced. Since then, COVID-19 has spread globally. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic and the U.S. government-imposed travel restrictions on travel between the United States, Europe and certain other countries. The outbreak and government measures taken in response have had a significant impact, both direct and indirect, on businesses and commerce, as certain worker shortages have occurred, supply chains have been disrupted, and facilities and production have been suspended. The future progression of the pandemic and its effects on our business and operations are uncertain. We are monitoring the potential impact of COVID-19 on our business and consolidated financial statements. The effects of the public health directives and our work-from-home policies may negatively impact productivity, disrupt our business, and delay clinical programs and timelines and future clinical trials, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on our ability to conduct business in the ordinary course. These and similar, and perhaps more severe, disruptions in our operations could negatively impact business, results of operations and financial condition, including our ability to obtain financing. To date, we have not incurred impairment losses in the carrying values of our assets as a result of the pandemic and are not aware of any specific related event or circumstance that would require us to revise our estimates reflected in the consolidated financial statements. We cannot be certain what the overall impact of the COVID-19 pandemic will be on our business and prospects. The extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations, financial condition, and liquidity, including planned and future clinical trials and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19, the actions taken to contain or treat it, and the duration and intensity of the related effects. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include those of us and our subsidiary, Pardes Biosciences Sub, Inc., after elimination of all intercompany accounts and transactions. These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Our date of inception was February 27, 2020, and the fiscal year-end is December 31. As a result of the Business Combination, the shares and corresponding capital amounts and loss per share related to Old Pardes’s outstanding redeemable convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the Exchange Ratio established in the Merger Agreement. For additional information on the Business Combination and the Exchange Ratio, please read Note 4, Business Combination , to these consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Such estimates include the valuation of the SAFEs, the valuation of stock-based awards and accrual of research and development expenses. On an ongoing basis, management evaluates its estimates and judgments, which are based on our historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to inherent degree of uncertainty and, as such, actual results may ultimately materially differ from management’s estimates. Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Concentration of Credit Risk Financial instruments which potentially subject us to significant concentration of credit risk consist of cash and money market accounts. We maintain deposits in federally insured financial institutions in excess of federally insured limits. We have not experienced any losses in such accounts, and management believes that we are not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on investments and foreign currency gains and losses. Net loss and comprehensive loss were the same for all periods presented. Deferred Offering Costs We capitalize costs that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated at which time such costs are recorded in stockholders’ equity as a reduction against the gross proceeds of the offering. Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, prepaid expenses and other current assets, accounts payable, and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of those instruments. Prior to their conversion, we remeasured our SAFE agreements to fair value each reporting period (see Note 3). Accrued Research and Development Expense We estimate our expenses resulting from our obligations under contracts with vendors, consultants, and contract research organizations (“CRO”), and contract manufacturing organizations (“CMO”) in connection with conducting research and development activities. The financial terms of these contracts vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. We reflect research and development expenses in our consolidated financial statements by matching those expenses with the period in which services and efforts are expended. We estimate our accrued research and development expenses as of each balance sheet date based on facts and circumstances known at the time. The significant estimates in our accrued expenses include costs incurred for services performed by vendors in connection with research and development activities for which we have yet been invoiced. If timelines or contracts are modified based upon changes in the protocol or scope of work to be performed, we modify our estimates and accruals accordingly on a prospectus basis. During the course of a study or contract, we adjust our rate of expense recognition if actual results differ from our estimates. Research and Development Expenses Research and development expenses are charged to expense as incurred when these expenses have no alternative future uses. We are obligated to make upfront payments upon execution of certain research and development agreements. Advance payments, including nonrefundable amounts, for goods and services that will be used or rendered for future research and development activities are deferred. Such amounts are recognized as expense as the related good are delivered or related services are performed or such time when we do not expect the goods to be delivered or services to be performed. Research and development expenses primarily consist of costs associated with research and development activities including salaries, benefits, share-based compensation and services provided by outside organizations and consultants for preclinical and clinical development activities, manufacturing costs for non-commercial products, and supplies, equipment and materials used in research and development activities. Patent Costs Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. Stock-Based Compensation Stock-based compensation expense is recognized on a straight-line basis over the vesting period of the awards. We do not apply a forfeiture rate to unvested awards and account for forfeitures as they occur. The vesting period generally approximates the expected service period of the awards. Stock-based compensation is included in research and development expenses and general and administrative expenses in our consolidated statements of operations and comprehensive loss. We estimate the fair value of stock option grants using the Black-Scholes option pricing model on the date of grant. This method requires certain assumptions be used as inputs, such as the fair value of the underlying common stock, a risk-free interest rate, expected volatility of the common stock, expected term of the option before exercise and expected dividend yield. Options granted have a maximum contractual term of ten years. We have limited historical stock option activity and therefore estimate the expected term of stock options granted using the simplified method, which represents the arithmetic average of the original contractual term of the stock option and its weighted-average vesting term. The expected volatility of stock options is based upon the historical volatility of a number of publicly traded companies in similar stages of clinical development. We will continue to apply this process until a sufficient amount of historical information regarding the volatility of our own stock price becomes available. The risk-free interest rates used are based on the U.S. Treasury yield in effect at the time of grant for zero-coupon U.S. treasury notes with maturities approximately equal to the expected term of the stock options. We have historically not declared or paid any dividends and do not currently expect to do so in the foreseeable future, and therefore have estimated the dividend yield to be zero. For restricted stock awards, the fair value of the award is the estimated fair value of our common stock on the grant date. Prior to the Closing Date of the Business Combination, the fair value of the shares of common stock had historically been determined by our Board of Directors as there was no public market for the common stock. The Board of Directors determined the fair value of the common stock by obtaining third-party valuations of our common stock using the option pricing method and the probability-weighted expected return method. Significant assumptions used in determining the fair value of common stock include volatility, discount for lack of marketability, and the expected timing of a future liquidity event. Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that we would be able to realize our deferred tax assets in the future in excess of their recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. As of December 31, 2021 and 2020, respectively, we maintained a valuation allowance against our deferred tax assets as we concluded it had not met the “more likely than not” to be realized threshold. Changes in the valuation allowance when they are recognized in the provision for income taxes may result in a change in the estimated annual effective tax rate. We record uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. We recognize interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions regarding resource allocation and assessing performance. The chief operating decision maker is the chief executive officer. We view our operations and manage our business as one operating segment and one reportable segment. No product revenue has been generated since inception and all assets are held in the United States. Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. There were 56,765,533 common shares outstanding as of December 31, 2021 ( none as of December 31, 2020). Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities as the unvested restricted stock are considered participating securities. Our participating securities do not have a contractual obligation to share in our losses. As such, the net loss was attributed entirely to common stockholders for all periods presented. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares and dilutive common stock equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. For the periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to net loss position. The following outstanding shares of potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods presented because including them would be anti-dilutive (in common stock equivalent shares): December 31, 2021 February 27, 2020 Outstanding stock options 3,328,138 — Restricted common stock subject to repurchase or forfeiture 5,613,463 9,656,049 Total 8,941,601 9,656,049 New Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 362): Measurement of Credit Losses on Financial Statements (“ASU 2016-13”). The new standard requires that expected credit losses relating to financial assets measured on an amortized cost basis and available-for-sale debt securities be recorded through an allowance for credit losses. It also limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and also requires the reversal of previously recognized credit losses if fair value increases. The targeted transition relief standard allows filers an option to irrevocably elect the fair value option of ASC 825-10, Financial Instruments-Overall, applied on an instrument-by-instrument basis for eligible instruments. For public entities that are Securities and Exchange Commission (“SEC”) filers, excluding entities eligible to be smaller reporting companies, ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, ASU 2016-13 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. We do not expect this standard to have a material impact on our consolidated financial statements. In 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2019-12, Income Taxes (Topic 740) (“ASU 2019-12”), which simplifies the accounting for income taxes. The amendments in ASU 2019-12 removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. AUS 2019-12 became effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. For emerging growth companies (“EGCs”), the standard is effective for fiscal years beginning after December 15, 2021. We currently do not expect the adoption of ASU 2019-12 to have a significant impact on our consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 3. Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 — Observable inputs such as quoted prices in active markets; Level 2 — Inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3 — Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. At December 31, 2021 and 2020, we did not have financial assets that are measured at fair value on a recurring basis. As further described in Note 7, between April 2020 and December 2020, we entered into several SAFEs, (collectively the “2020 SAFEs”) with certain investors. We recorded the liability related to the 2020 SAFEs at fair value and subsequently remeasured the instruments to fair value using level 3 fair value measurements. The fair value of the 2020 SAFEs was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. We determined the fair value of the 2020 SAFEs based on the amount of proceeds received from new third-party investors for the 2020 SAFEs, the terms of the 2020 SAFEs, including the rate at which the 2020 SAFEs convert into qualified equity financing securities, the probability and timing of a qualified equity financing and the fair value of the underlying preferred stock. Estimates and assumptions impacting the fair value measurement include the probability of a qualified equity financing as defined in the 2020 SAFEs agreements, the expected timing of such event, and the fair value of our Series A preferred stock (the “Series A Preferred”). We estimated the probability and timing of the qualified equity financing based on management’s assumptions and knowledge of specified events at issuance and as of each reporting date. The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs (in thousands): 2020 SAFEs issued in February 27, 2020 (inception) through December 31, 2020 $ 7,115 Change in fair value during the period 7,693 Balance as of December 31, 2020 14,808 Conversion into shares of convertible preferred stock ( 14,808 ) Balance as of December 31, 2021 $ — |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Note 4. Business Combination As described in Note 1, o n December 23, 2021, Old Pardes and FSDC II completed the Business Combination pursuant to the Merger Agreement with Old Pardes surviving the Merger as a wholly owned subsidiary of FSDC II . Net proceeds from the Business Combination totaled approximately $ 257.5 million, which included funds held in FSDC II’s trust account and the completion of the concurrent PIPE Investment, as defined below. As a result of the Business Combination, Old Pardes equity holders received an aggregate number of shares of New Pardes common stock equal to (i) $ 325.0 million, divided by (ii) $ 10.00 , or 32,500,000 shares. The final conversion ratio used to calculate the final Merger Consideration was 1.4078 , resulting in 23,630,965 shares issued for all issued and outstanding Old Pardes common stock and preferred stock, 5,733,270 shares of unvested restricted stock, 2,878,138 shares issued for Old Pardes’s underlying vested, unvested, and unexercised options, and 257,627 shares reserved for contractually committed issuance under the 2021 Stock Option and Incentive Plan (“2021 Plan”). In connection with the closing of the Business Combination, certain investors agreed to subscribe for and purchase an aggregate of $ 75.0 million of common stock of New Pardes. In accordance with the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) all shares of Old Pardes’s Series A Preferred Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock and Common Stock (collectively, “Old Pardes Stock”) issued and outstanding immediately prior to the Effective Time, whether vested or unvested, was converted into the right to receive their pro rata portion of the 32,500,000 shares of FSDC II Class A Common Stock (the “Common Stock”) issued as Merger consideration (the “Merger Consideration”) equal to (A) the final consideration ratio calculated in accordance with the Merger Agreement multiplied by (B) the number of shares of Old Pardes Stock; (ii) each option exercisable for Old Pardes Stock that was outstanding immediately prior to the Effective Time 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) 13,000,000 shares of Common Stock were reserved for issuance under the newly adopted the 2021 Plan, of which a portion of such shares were allocated for issuance upon exercise of the assumed options and reserved for option grants for outstanding contractual commitments. The Business Combination was accounted for as a reverse recapitalization because Old Pardes has been determined to be the accounting acquirer under FASB’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). The determination is primarily based on the evaluation of the following facts and circumstances taking into consideration : • The pre-combination equity holders of Old Pardes hold the relative majority of voting rights in Pardes; • The pre-combination equity holders of Old Pardes have the right to appoint six of the directors on Pardes’ Board; • Senior management of Old Pardes comprise the senior management of Pardes; and • Operations of Old Pardes comprise the ongoing operations of Pardes. Under the reverse recapitalization accounting model, the Business Combination was treated as Old Pardes issuing stock for the net assets of FSDC II, with no goodwill or intangible assets recorded. The share amounts have been retroactively adjusted for all periods presented to reflect the Business Combination and reverse capitalization. In connection with the Business Combination, we incurred underwriting fees and other costs considered direct and incremental to the transaction totaling $ 16.5 million, consisting of legal, accounting, financial advisory and other professional fees. These amounts are reflected within additional paid-in capital in the consolidated balance sheet as of December 31, 2021. $ 0.4 million of the transaction costs remained unpaid as of December 31, 2021 and are reflected within accounts payable and accrued expenses in the consolidated balance sheet as of December 31, 2021. Concurrent with the execution of the Business Combination, we entered into subscription agreements with certain investors subscribed for and purchased an aggregate of 7,500,000 shares of Common Stock for an aggregate purchase price of $ 75.0 million . The following table summarizes the elements of the net proceeds from the Business Combination as of December 31, 2021 (in thousands): FSDC II Trust Account balance $ 201,266 Less: Redemptions ( 2,440 ) Proceeds from PIPE Investment 75,000 Less: Underwriting fees and other offering costs paid prior to December 31, 2021 ( 16,075 ) Less: Non-cash net assets assumed from FSDC II 107 Proceeds from Business Combination, net of offering costs paid 257,858 Less: Other offering costs included in accounts payable and accrued expenses ( 397 ) Net proceeds from the Business Combination $ 257,461 The following table summarizes the number of shares of common stock outstanding immediately following the consummation of the Business Combination: FSDC II shares issued through the Business Combination, net of redemption 25,514,761 Shares issued pursuant to the PIPE Investment 7,500,000 Business Combination and PIPE Investment shares 33,014,761 Conversion of Old Pardes preferred stock for common stock 19,601,193 Conversion of Old Pardes common stock for common stock 9,763,042 Total shares of New Pardes common stock issued immediately following the Business Combination 62,378,996 Less: shares of restricted stock subject to the right of repurchase ( 5,613,463 ) Total shares of New Pardes common stock outstanding immediately following the Business Combination 56,765,533 |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense, Current [Abstract] | |
Prepaid Expenses | Note 5. Prepaid Expenses Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2021 December 31, 2020 Prepaid insurance $ 5,286 $ — Prepaid research and development costs 639 — Other prepaid expenses and current assets 656 194 Total $ 6,581 $ 194 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | |
Accrued Expenses | Note 6. Accrued Expenses Accrued expenses consisted of the following (in thousands): December 31, 2021 December 31, 2020 Research and development accruals $ 4,050 $ 182 Accrued bonus 1,659 — Other accrued expenses 871 226 Total $ 6,580 $ 408 |
Simple Agreements for Future Eq
Simple Agreements for Future Equity | 12 Months Ended |
Dec. 31, 2021 | |
Simple Agreements For Future Equity [Abstract] | |
Simple Agreements for Future Equity | Note 7. Simple Agreements for Future Equity Between April 2020 and December 2020, we entered into several SAFEs with certain investors, pursuant to which we received funding of $ 7.1 million in cash in exchange for 4,151,942 SAFE shares providing the investors the right to receive shares of our capital stock. The 2020 SAFEs contained a number of conversion and redemption provisions, including settlement upon liquidity or dissolution events. The 2020 SAFEs required that we issue equity to the SAFE holders in exchange for their investment upon an equity financing. An equity financing was defined as a transaction or series of transactions with the principal purpose of raising capital, pursuant to which we issued and sold preferred stock at a fixed valuation. The number of shares to be received by the 2020 SAFE investors was determined as the greater of the SAFE purchase amount divided by (i) the lowest price per share of the Series A preferred stock or (ii) the SAFE purchase amount divided by the SAFE price per share. A liquidity event meant a change in control, a direct listing, or an Initial Public Offering. In a liquidity or dissolution event, the investors’ right to receive cash out was junior to payment of outstanding indebtedness and creditor claims, on par for other SAFEs and preferred stock, and senior to common stock. The 2020 SAFEs had no interest rate or maturity date, and the 2020 SAFE investors had no voting right prior to conversion. As of December 31, 2020, the 2020 SAFEs had not yet converted as an equity financing had not yet occurred. We determined that the 2020 SAFEs should be recorded as a liability at fair value on our balance sheet and remeasured at each reporting date. As of December 31, 2020, the fair value of the 2020 SAFEs was $ 14.8 million. Due to a short period where we expected these to be converted, it recorded the entire amount of $ 14.8 million as a short-term liability. We recorded changes in the fair value of the 2020 SAFEs in other expense in the consolidated statements of operations and comprehensive loss, which was $ 7.7 million for the period between the initial SAFE issuance in April 2020 and December 31, 2020. See Note 3, Fair Value Measurements . The 2020 SAFEs were automatically converted on January 19, 2021, into 3,967,207 shares ( 2,818,034 shares as originally issued) of Series A-1 Preferred Stock, 852,908 shares ( 605,850 shares as originally issued) of Series A-2 Preferred Stock and 1,024,956 shares ( 728,058 shares as original issued) of Series A-3 Preferred Stock with an aggregate fair value of $ 14.8 million based on the conversion ratio described in each respective SAFE agreement. The conversion price was $ 1.2420 for the Series A-1 Preferred Stock, $ 2.4841 for the Series A-2 Preferred Stock and $ 2.8981 for the Series A-3 Preferred Stock. On December 23, 2021, in connection with the closing of the Business Combination, all previously issued and outstanding Series A-1, A-2 and A-3 Preferred Stock were exchanged for our Common Stock pursuant to the final conversion ratio of 1.4078 . All fractional shares were rounded down. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | Note 8. Stockholders’ Equity The consolidated statement of stockholders’ equity has been retroactively adjusted for all periods presented to reflect the Business Combination and reverse capitalization as defined in Note 4, Business Combination . Amended and Restated Articles of Incorporation On January 19, 2021, Old Pardes amended and restated our restated certificate of incorporation to increase our authorized shares of common stock from 10,000,000 to 25,187,755 shares and created a new class of preferred shares authorizing 13,923,367 shares as Preferred Stock, designating 9,771,425 shares as Series A Preferred Stock, 2,818,034 shares as Series A-1 Preferred Stock, 605,850 shares as Series A-2 Preferred Stock, and 728,058 shares as Series A-3 Preferred Stock. In connection with the Business Combination, our amended and restated certificate of incorporation was amended and restated on December 23, 2021 to authorize the issuance of 260,000,000 shares, consisting of 250,000,000 shares of common stock, $ 0.0001 par value per share, and 10,000,000 shares of preferred stock, $ 0.0001 par value. Immediately following the closing of the Business Combination and as of December 31, 2021, there were 62,378,996 shares of common stock issued, including 56,765,533 shares outstanding and 5,613,463 shares that are subject to the right of repurchase, and no shares of preferred stock are outstanding. Convertible Preferred Stock In January 2021, we sold 13,756,122 shares ( 9,771,414 shares as originally issued) of Series A Preferred Stock for gross proceeds of $ 44.5 million and issued a total of 5,845,071 shares ( 4,151,942 shares as originally issued) of Series A-1, A-2 and A-3 Preferred Stock in satisfaction of our obligation under the 2020 SAFEs. On December 23, 2021, in connection with the closing of the Business Combination and pursuant to the Merger Agreement, all previously issued and outstanding Series A and Series A-1, A-2 and A-3 Preferred Stock were exchanged for our Common Stock, respectively, pursuant to the final conversion ratio of 1.4078 . All fractional shares were rounded down. As of the closing of the Business Combination, we authorized 10,000,000 shares of preferred stock, par value $ 0.0001 per share, all of which shares of preferred stock are undesignated. As of December 31, 2021, there were no shares of preferred stock outstanding. Common Stock In 2020, we sold 9,843,236 shares ( 6,983,000 shares as originally issued) of restricted common stock to our officers, employees and consultants during our formation period. The proceeds from the restricted common stock sale were immaterial to the consolidated financial statements. The stock is subject to vesting, generally at 25 % one year from the vesting commencement date and ratably each month thereafter for a period of 36 months . In January 2021, we sold 105,585 shares ( 75,000 shares as originally issued) of restricted common stock to two directors of our Board of Directors for their board services. The proceeds from the restricted common stock sale were immaterial to the consolidated financial statements. The stock is subject to vesting ratably each month over 48 months. On December 23, 2021, in connection with the closing of the Business Combination, and pursuant to the Merger Agreement, all previously issued and outstanding restricted common stock shares of Old Pardes were converted into restricted shares of our common stock equal to the number of shares subject to the restricted stock award prior to the consummation of the Business Combination multiplied by 1.4078 with the converted repurchase price equal to the purchase price divided by 1.4078. All fractional shares were rounded down to the nearest share. Such restricted stock shall remain subject to the same terms and conditions set forth under the applicable restricted stock award agreement. At December 31, 2021 and 2020, respectively, the repurchase liability for these shares was nominal. For accounting purposes, the unvested shares purchased are not deemed to be outstanding. A summary of the restricted common stock awards, on an as-converted basis based on the final conversion rate, is as follows: Number of Balance at February 27, 2020 (inception) — Issued shares 9,843,286 Forfeited shares ( 187,237 ) Balance at December 31, 2020 9,656,049 Issued shares 105,585 Vested shares ( 4,148,171 ) Balance at December 31, 2021 5,613,463 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 9. Stock-Based Compensation 2020 Stock Plan In March 2020, we adopted the 2020 Stock Plan (as amended, the “2020 Plan”). The 2020 Plan provided for the grant of incentive stock options, non-statutory stock options and restricted stock awards. In connection with the Business Combination, and pursuant to the Merger Agreement, each outstanding option to purchase shares of Old Pardes common stock was converted into an option to purchase shares of our common stock equal to the number of shares subject to such option prior to the consummation of the Business Combination multiplied by 1.4078 (rounded down to the nearest share), with the per share exercise price equal to the exercise price divided by 1.4078 (rounded up to the nearest cent). The option shares and exercise price per share of such converted options shall remain subject to the same terms and conditions as set forth under the applicable original option award prior to the conversion, but were assumed and reissued under the 2021 Plan described below under “2021 Plan”. As of the Closing Date, the 2,044,433 options outstanding under the 2020 Plan were converted into 2,878,138 options upon completion of the Business Combination after effect of the conversion rate. This effect of the conversion rate has been retroactively adjusted throughout the consolidated financial statements. 2021 Plan The 2021 Plan was adopted by the Board of Directors, and approved by the stockholders, effective December 22, 2021, pursuant to which 13,000,000 shares of common stock were reserved for issuance which number includes outstanding awards assumed at the Closing of the Business Combination. The 2021 Plan provides that the number of shares reserved and available for issuance thereunder will automatically increase on January 1, 2022 and each January 1 thereafter by five percent (5%) of the number of shares of common stock outstanding on the immediately preceding December 31 or such lesser number of shares determined by the administrator of the 2021 Plan (the “Annual Increase”). The 2021 Plan provides for us to grant incentive stock options or nonqualified stock options for the purchase of common stock, stock appreciation rights, restricted stock awards, restricted stock units, cash-based awards and unrestricted stock awards to its employees, directors and consultants. Incentive stock options may only be granted to employees. As of December 31, 2021, the number of shares reserved for issuance under the Plan was 13,000,000 and 9,664,206 shares remained available for grant under the Plan. In January 2022, the Board of Directors approved the increase in the number of shares authorized for issuance under the 2021 Plan by 3,118,949 shares to 16,118,949 shares. Stock option activity for employee and nonemployee awards and related information, on an as-converted based on the final conversion ratio, is as follows: Number of Weighted- Average Exercise Weighted- Average Remaining Contractual Term Weighted- Average Grant Aggregate Outstanding at December 31, 2020 — Granted 3,492,146 $ 5.49 3.78 Exercised ( 1,408 ) Cancelled ( 162,600 ) Outstanding and expected to vest at December 31, 2021 3,328,138 $ 5.57 9.6 $ 3.83 $ 35,936 Vested and exercisable at December 31, 2021 29,578 $ 4.71 9.6 $ 3.18 $ 346 The aggregate intrinsic values presented in the table above were calculated as the difference between the closing price of our common stock at December 31, 2021 and the exercise price of stock options below the closing price. The total intrinsic value of options exercised during the year ended December 31, 2021 was zero . The weighted-average grant date fair value of stock options granted during the year ended December 31, 2021 was $ 3.78 per share. Stock-Based Compensation Expense The assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock options granted in the year ended December 31, 2021, were as follows: Year Ended December 31, 2021 Risk-free interest rate 0.47 - 1.49 % Expected volatility 78.28 - 81.56 % Expected option life (in years) 5.27 - 6.25 Expected dividend yield 0.00 % Exercise price $ 0.01 -$ 9.80 Risk-free interest rate. We base the risk-free interest rate assumption on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the stock option being valued. Expected volatility. The expected volatility assumption is based on historical volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the biotechnology industry. Expected term. The expected term represents the period that options are expected to be outstanding. Because we do not have historical exercise behavior, it determines the expected life assumption using the simplified method, which is an average of the weighted-average vesting period and contractual term of the option. Expected dividend yield. We base the expected dividend yield assumption on the fact that we have never paid cash dividends and has no present intention to pay cash dividends. The allocation of stock-based compensation expense for the year ended December 31, 2021, was as follows (in thousands): Year Ended December 31, 2021 Research and development $ 461 General and administrative 760 Total stock-based compensation $ 1,221 As of December 31, 2021, the total unrecognized compensation cost related to outstanding time-based options was $ 11.5 million, which is expected to be recognized over a weighted-average period of 3.4 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10. Income Taxes For the year ended December 31, 2021, and for the period from February 27, 2020 (inception) to December 31, 2020, due to the operating losses reported and the full valuation allowance recorded on our net deferred income tax assets, we recorded no provision for income taxes. A reconciliation of our income taxes to the amount computed by applying the statutory federal income tax rate to the pretax loss for the year ended December 31, 2021 is summarized as follows (in thousands): December 31, 2021 December 31, 2020 Expected income tax benefit at statutory rates $ ( 8,089 ) $ ( 2,731 ) State income tax, net of federal benefit ( 23 ) — Permanent items and other 101 34 SAFE accounting fair value adjustment — 1,616 Research and development credits ( 15 ) ( 31 ) Change in valuation allowance 8,026 1,112 $ — $ — As of December 31, 2021, significant components of our deferred income taxes are as follows (in thousands): December 31, 2021 December 31, 2020 Deferred income tax assets: Net operating loss carryforward $ 8,647 $ 1,078 Research credit carryforwards 41 31 Other, net 704 3 Total deferred tax assets 9,392 1,112 Less valuation allowance ( 9,392 ) ( 1,112 ) Deferred tax assets, net of valuation allowance $ — $ — We have established a full valuation allowance of $ 9.4 million against its net deferred tax assets due to the uncertainty surrounding the realization of such assets that preclude it from determining that it is more likely than not that such assets will be realized. The change in the valuation allowance was an increase of $ 8.3 million. At such time as it is determined that it is more likely than not that deferred assets are realizable, the valuation allowance will be reduced. Management’s assessment as of December 31, 2021 considered the generation of pre-tax book losses in the year, no ability to carryback our operating losses, the lack of feasible tax-planning strategies, the limited existing taxable temporary differences, and the subjective nature of forecasting future taxable income into the future. At December 31, 2021, we had federal and state net operating loss (NOL) carryforwards of approximately $ 41.0 million and $ 0.6 million, respectively. The state net operating loss carryforwards of $ 0.6 million begin to expire in 2041 unless previously utilized. Our federal net operating loss carryforwards of approximately $ 41.0 million do not expire. At December 31, 2021, we have federal and state research and development tax credits of zero and $ 52,000 , respectively. In 2036 , $ 13,000 of the state credits begin expiring with the remaining $ 39,000 of state credits being carried forward indefinitely. We have not yet conducted a study to document and quantify our current year activities that qualify for the research and development tax credit. Such a study may result in the creation of a research and development credit carryforward; however, until a study is completed, no amount is being presented as a deferred tax asset or as an uncertain tax position for 2021 related to federal and certain state credits. Any research and development credit carryforward identified and claimed if and when such study is complete would be offset by an adjustment to the valuation allowance. Pursuant to IRC Section 382 and IRC Section 383, our ability to use NOL and R&D tax credit carry forwards (tax attribute carry forwards) to offset future taxable income is limited if we experience a cumulative change in ownership of more than 50 % within a three-year testing period. We have not completed an ownership change analysis pursuant to IRC Section 382. If ownership changes within the meaning of IRC Section 382 are identified as having occurred, the amount of remaining tax attribute carry-forwards available to offset future taxable income and income tax expense in future years may be significantly restricted or eliminated. Further, deferred tax assets associated with such tax attributes could be significantly reduced upon realization of an ownership change within the meaning of IRC Section 382. We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination by the taxing authorities. Uncertain tax positions are evaluated based upon the facts and circumstances that exist at each reporting period. Subsequent changes in judgement based upon new information may lead to changes in recognition, derecognition and measurement. Adjustment may result, for example, upon resolution of an issue with the taxing authorities or expiration of a statute of limitation barring an assessment for an issue. The following table summarizes the changes to our gross unrecognized tax benefits for the year ended December 31, 2021 and the period from February 27, 2020 (inception) through December 31, 2020 (in thousands): Year Ended December 31, 2021 Period From February 27, 2020 (inception) through December 31, 2020 Beginning balance $ 468 $ — Additions related to current year positions 7 468 Ending balance $ 475 $ 468 As of December 31, 2021, we have an unrecognized tax benefit balance of $ 0.5 million. Due to the existence of the full valuation allowance, future changes in unrecognized tax benefits will not impact our effective tax rate. We do not foresee material changes to our liability for uncertain tax benefits within the next 12 months. We were subject to taxation in the United States and various state jurisdictions. All of our tax years are subject to examination by federal and state taxing authorities due to the carryforwards of unutilized net operating losses and research and development credits. Our practice is to recognize interest and penalties related to income tax matters in income tax expense. We have no accrued interest or penalties related to income tax matters in our consolidated balance sheet as of December 31, 2021 and 2020 and have no t recognized interest or penalties in our consolidated statement of operations and comprehensive loss for the year ended December 31, 2021 and period from February 27, 2020 (inception) through December 31, 2020. Further, we are not currently under examination by any federal, state or local tax authority. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure | Note 11. Commitments and Contingencies Contingencies From time to time, we may become subject to claims or suits arising in the ordinary course of business. We accrue a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. As of December 31, 2021 and December 31, 2020, we were not a party to any litigation. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12. Related Party Transactions Consulting Arrangements Prior to raising capital in early 2021, we engaged two of our current executive officers as consultants pursuant to consulting agreements. For the period February 27, 2020 (inception) through December 31, 2020, we incurred approximately $ 0.1 million in fees pursuant to these agreements, all of which was recorded in general and administrative expenses in the accompanying consolidated st atement of operations and comprehensive loss. As of December 31, 2020, approximately $ 0.1 million of this amount remained unpaid and was included in accounts payable on the accompanying consolidated balance sheet. All amounts owed under the consulting agreements were paid as of December 31, 2021. We did no t incur any expenses pursuant to these agreements in 2021. In addition, in January 2021, a former member of our Scientific Advisory Board became a member of our Board of Directors. For the period February 27, 2020 (inception) through December 31, 2020, we incurred approximately $ 5,000 in fees pursuant to a consulting agreement with this individual, all of which is recorded in research and development expenses in the accompanying consolidated statement of operations and comprehensive loss. As of December 31, 2020, approximately $ 700 remained unpaid and was included in accounts payable on the accompanying consolidated balance sheet. All amounts owed under the consulting agreement were paid as of December 31, 2021. We did not incur any expenses pursuant to this agreement in 2021. During the year ended December 31, 2021, we entered into a consulting agreement with Raniere Consulting LLC and incurred $ 26,500 in consulting expenses. The CEO of the Raniere Consulting LLC is also a spouse of one of our executive officers. Financing Transactions Certain investors in the SAFE, Series A Preferred Stock, convertible note and PIPE Investment transactions were related parties. The Business Combination also was a related party transaction and in connection with the Closing of the Business Combination, a Registration Rights Agreement, Voting Agreement and Lock-up Agreement were entered into with certain related parties. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
401(k) Plan | Note 13. 401(k) Plan In 2021, we established a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (“Code”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis. We have no t made any contributions to the 401(k) Plan for the year ended December 31, 2021. |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Note 14. Convertible Notes On November 15, 2021, we entered a convertible note purchase agreement providing for the purchase and sale of up to $ 25.0 million of unsecured convertible promissory term notes (the “Convertible Notes”). As of November 15, 2021, we issued Convertible Notes for an aggregate principal amount of $ 10.0 million to certain of our stockholders affiliated with the Sponsor and FSDC II. The Convertible Notes accrued interest at the annual rate of 4 % per annum and had a stated maturity date of October 31, 2022 . The Convertible Notes were due and payable at the earlier of the closing under the Merger Agreement, the closing of a “corporate transaction” and at any time on or after the maturity date at our election or upon demand of a purchaser. We used proceeds from the closing of the Business Combination to repay outstanding principal amounts and accrued and unpaid interest under the outstanding Convertible Notes as of the closing. The Convertible Notes were repaid in full at the closing of the Business Combination on December 23, 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15. Subsequent Events On January 31, 2022, Pardes Biosciences Sub, Inc., our wholly owned subsidiary, was merged with and into Pardes Biosciences, Inc., with Pardes Biosciences, Inc. being the surviving entity. On February 28, 2022, we adopted the 2022 Inducement Plan (the “Inducement Plan”) and forms of award agreements thereunder, for the issuance of equity awards in connection with the hiring of new employees from time to time. The number of shares of common stock initially reserved under the Inducement Plan is 1,500,000 . Awards under the Inducement Plan may only be granted to persons who (a) were not previously an employee or director of us or (b) are commencing employment with us following a bona fide period of non-employment, in either case as an inducement material to the individual’s entering into employment with us and in accordance with the requirements of Nasdaq Stock Market Rule 5635(c)(4). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include those of us and our subsidiary, Pardes Biosciences Sub, Inc., after elimination of all intercompany accounts and transactions. These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Our date of inception was February 27, 2020, and the fiscal year-end is December 31. As a result of the Business Combination, the shares and corresponding capital amounts and loss per share related to Old Pardes’s outstanding redeemable convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the Exchange Ratio established in the Merger Agreement. For additional information on the Business Combination and the Exchange Ratio, please read Note 4, Business Combination , to these consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Such estimates include the valuation of the SAFEs, the valuation of stock-based awards and accrual of research and development expenses. On an ongoing basis, management evaluates its estimates and judgments, which are based on our historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to inherent degree of uncertainty and, as such, actual results may ultimately materially differ from management’s estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially subject us to significant concentration of credit risk consist of cash and money market accounts. We maintain deposits in federally insured financial institutions in excess of federally insured limits. We have not experienced any losses in such accounts, and management believes that we are not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on investments and foreign currency gains and losses. Net loss and comprehensive loss were the same for all periods presented. |
Deferred Offering Costs | Deferred Offering Costs We capitalize costs that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated at which time such costs are recorded in stockholders’ equity as a reduction against the gross proceeds of the offering. Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, prepaid expenses and other current assets, accounts payable, and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of those instruments. Prior to their conversion, we remeasured our SAFE agreements to fair value each reporting period (see Note 3). |
Accrued Research and Development Expense | Accrued Research and Development Expense We estimate our expenses resulting from our obligations under contracts with vendors, consultants, and contract research organizations (“CRO”), and contract manufacturing organizations (“CMO”) in connection with conducting research and development activities. The financial terms of these contracts vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. We reflect research and development expenses in our consolidated financial statements by matching those expenses with the period in which services and efforts are expended. We estimate our accrued research and development expenses as of each balance sheet date based on facts and circumstances known at the time. The significant estimates in our accrued expenses include costs incurred for services performed by vendors in connection with research and development activities for which we have yet been invoiced. If timelines or contracts are modified based upon changes in the protocol or scope of work to be performed, we modify our estimates and accruals accordingly on a prospectus basis. During the course of a study or contract, we adjust our rate of expense recognition if actual results differ from our estimates. |
Research and Development Expenses | Research and Development Expenses Research and development expenses are charged to expense as incurred when these expenses have no alternative future uses. We are obligated to make upfront payments upon execution of certain research and development agreements. Advance payments, including nonrefundable amounts, for goods and services that will be used or rendered for future research and development activities are deferred. Such amounts are recognized as expense as the related good are delivered or related services are performed or such time when we do not expect the goods to be delivered or services to be performed. Research and development expenses primarily consist of costs associated with research and development activities including salaries, benefits, share-based compensation and services provided by outside organizations and consultants for preclinical and clinical development activities, manufacturing costs for non-commercial products, and supplies, equipment and materials used in research and development activities. |
Patent Costs | Patent Costs Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is recognized on a straight-line basis over the vesting period of the awards. We do not apply a forfeiture rate to unvested awards and account for forfeitures as they occur. The vesting period generally approximates the expected service period of the awards. Stock-based compensation is included in research and development expenses and general and administrative expenses in our consolidated statements of operations and comprehensive loss. We estimate the fair value of stock option grants using the Black-Scholes option pricing model on the date of grant. This method requires certain assumptions be used as inputs, such as the fair value of the underlying common stock, a risk-free interest rate, expected volatility of the common stock, expected term of the option before exercise and expected dividend yield. Options granted have a maximum contractual term of ten years. We have limited historical stock option activity and therefore estimate the expected term of stock options granted using the simplified method, which represents the arithmetic average of the original contractual term of the stock option and its weighted-average vesting term. The expected volatility of stock options is based upon the historical volatility of a number of publicly traded companies in similar stages of clinical development. We will continue to apply this process until a sufficient amount of historical information regarding the volatility of our own stock price becomes available. The risk-free interest rates used are based on the U.S. Treasury yield in effect at the time of grant for zero-coupon U.S. treasury notes with maturities approximately equal to the expected term of the stock options. We have historically not declared or paid any dividends and do not currently expect to do so in the foreseeable future, and therefore have estimated the dividend yield to be zero. For restricted stock awards, the fair value of the award is the estimated fair value of our common stock on the grant date. Prior to the Closing Date of the Business Combination, the fair value of the shares of common stock had historically been determined by our Board of Directors as there was no public market for the common stock. The Board of Directors determined the fair value of the common stock by obtaining third-party valuations of our common stock using the option pricing method and the probability-weighted expected return method. Significant assumptions used in determining the fair value of common stock include volatility, discount for lack of marketability, and the expected timing of a future liquidity event. |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that we would be able to realize our deferred tax assets in the future in excess of their recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. As of December 31, 2021 and 2020, respectively, we maintained a valuation allowance against our deferred tax assets as we concluded it had not met the “more likely than not” to be realized threshold. Changes in the valuation allowance when they are recognized in the provision for income taxes may result in a change in the estimated annual effective tax rate. We record uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. We recognize interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions regarding resource allocation and assessing performance. The chief operating decision maker is the chief executive officer. We view our operations and manage our business as one operating segment and one reportable segment. No product revenue has been generated since inception and all assets are held in the United States. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. There were 56,765,533 common shares outstanding as of December 31, 2021 ( none as of December 31, 2020). Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities as the unvested restricted stock are considered participating securities. Our participating securities do not have a contractual obligation to share in our losses. As such, the net loss was attributed entirely to common stockholders for all periods presented. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares and dilutive common stock equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. For the periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to net loss position. |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 362): Measurement of Credit Losses on Financial Statements (“ASU 2016-13”). The new standard requires that expected credit losses relating to financial assets measured on an amortized cost basis and available-for-sale debt securities be recorded through an allowance for credit losses. It also limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and also requires the reversal of previously recognized credit losses if fair value increases. The targeted transition relief standard allows filers an option to irrevocably elect the fair value option of ASC 825-10, Financial Instruments-Overall, applied on an instrument-by-instrument basis for eligible instruments. For public entities that are Securities and Exchange Commission (“SEC”) filers, excluding entities eligible to be smaller reporting companies, ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, ASU 2016-13 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. We do not expect this standard to have a material impact on our consolidated financial statements. In 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2019-12, Income Taxes (Topic 740) (“ASU 2019-12”), which simplifies the accounting for income taxes. The amendments in ASU 2019-12 removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. AUS 2019-12 became effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. For emerging growth companies (“EGCs”), the standard is effective for fiscal years beginning after December 15, 2021. We currently do not expect the adoption of ASU 2019-12 to have a significant impact on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Securities not Included in Calculation of Diluted Net Loss per Share would be Anti-dilutive | The following outstanding shares of potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods presented because including them would be anti-dilutive (in common stock equivalent shares): December 31, 2021 February 27, 2020 Outstanding stock options 3,328,138 — Restricted common stock subject to repurchase or forfeiture 5,613,463 9,656,049 Total 8,941,601 9,656,049 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Reconciliation of Liabilities Measured at Fair Value | The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs (in thousands): 2020 SAFEs issued in February 27, 2020 (inception) through December 31, 2020 $ 7,115 Change in fair value during the period 7,693 Balance as of December 31, 2020 14,808 Conversion into shares of convertible preferred stock ( 14,808 ) Balance as of December 31, 2021 $ — |
Business Combination (Table)
Business Combination (Table) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Proceeds From Business Combination | The following table summarizes the elements of the net proceeds from the Business Combination as of December 31, 2021 (in thousands): FSDC II Trust Account balance $ 201,266 Less: Redemptions ( 2,440 ) Proceeds from PIPE Investment 75,000 Less: Underwriting fees and other offering costs paid prior to December 31, 2021 ( 16,075 ) Less: Non-cash net assets assumed from FSDC II 107 Proceeds from Business Combination, net of offering costs paid 257,858 Less: Other offering costs included in accounts payable and accrued expenses ( 397 ) Net proceeds from the Business Combination $ 257,461 |
Schedule of Consummation of Business Combination | The following table summarizes the number of shares of common stock outstanding immediately following the consummation of the Business Combination: FSDC II shares issued through the Business Combination, net of redemption 25,514,761 Shares issued pursuant to the PIPE Investment 7,500,000 Business Combination and PIPE Investment shares 33,014,761 Conversion of Old Pardes preferred stock for common stock 19,601,193 Conversion of Old Pardes common stock for common stock 9,763,042 Total shares of New Pardes common stock issued immediately following the Business Combination 62,378,996 Less: shares of restricted stock subject to the right of repurchase ( 5,613,463 ) Total shares of New Pardes common stock outstanding immediately following the Business Combination 56,765,533 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consisted of the following (in thousands): December 31, 2021 December 31, 2020 Research and development accruals $ 4,050 $ 182 Accrued bonus 1,659 — Other accrued expenses 871 226 Total $ 6,580 $ 408 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense, Current [Abstract] | |
Schedule of Prepaid Expenses | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2021 December 31, 2020 Prepaid insurance $ 5,286 $ — Prepaid research and development costs 639 — Other prepaid expenses and current assets 656 194 Total $ 6,581 $ 194 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Summary of Restricted Common Stock Awards | A summary of the restricted common stock awards, on an as-converted basis based on the final conversion rate, is as follows: Number of Balance at February 27, 2020 (inception) — Issued shares 9,843,286 Forfeited shares ( 187,237 ) Balance at December 31, 2020 9,656,049 Issued shares 105,585 Vested shares ( 4,148,171 ) Balance at December 31, 2021 5,613,463 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Option Activity for Employee and Nonemployee Awards and Related Information | Stock option activity for employee and nonemployee awards and related information, on an as-converted based on the final conversion ratio, is as follows: Number of Weighted- Average Exercise Weighted- Average Remaining Contractual Term Weighted- Average Grant Aggregate Outstanding at December 31, 2020 — Granted 3,492,146 $ 5.49 3.78 Exercised ( 1,408 ) Cancelled ( 162,600 ) Outstanding and expected to vest at December 31, 2021 3,328,138 $ 5.57 9.6 $ 3.83 $ 35,936 Vested and exercisable at December 31, 2021 29,578 $ 4.71 9.6 $ 3.18 $ 346 |
Schedule of Weighted-average Assumptions Option Pricing Model to Determine Fair Value of Stock Options | The assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock options granted in the year ended December 31, 2021, were as follows: Year Ended December 31, 2021 Risk-free interest rate 0.47 - 1.49 % Expected volatility 78.28 - 81.56 % Expected option life (in years) 5.27 - 6.25 Expected dividend yield 0.00 % Exercise price $ 0.01 -$ 9.80 |
Schedule Allocation of Stock-Based Compensation Expense | The allocation of stock-based compensation expense for the year ended December 31, 2021, was as follows (in thousands): Year Ended December 31, 2021 Research and development $ 461 General and administrative 760 Total stock-based compensation $ 1,221 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Income Taxes | A reconciliation of our income taxes to the amount computed by applying the statutory federal income tax rate to the pretax loss for the year ended December 31, 2021 is summarized as follows (in thousands): December 31, 2021 December 31, 2020 Expected income tax benefit at statutory rates $ ( 8,089 ) $ ( 2,731 ) State income tax, net of federal benefit ( 23 ) — Permanent items and other 101 34 SAFE accounting fair value adjustment — 1,616 Research and development credits ( 15 ) ( 31 ) Change in valuation allowance 8,026 1,112 $ — $ — |
Components of Deferred Income Taxes | As of December 31, 2021, significant components of our deferred income taxes are as follows (in thousands): December 31, 2021 December 31, 2020 Deferred income tax assets: Net operating loss carryforward $ 8,647 $ 1,078 Research credit carryforwards 41 31 Other, net 704 3 Total deferred tax assets 9,392 1,112 Less valuation allowance ( 9,392 ) ( 1,112 ) Deferred tax assets, net of valuation allowance $ — $ — |
Schedule of changes to gross unrecognized tax benefits | The following table summarizes the changes to our gross unrecognized tax benefits for the year ended December 31, 2021 and the period from February 27, 2020 (inception) through December 31, 2020 (in thousands): Year Ended December 31, 2021 Period From February 27, 2020 (inception) through December 31, 2020 Beginning balance $ 468 $ — Additions related to current year positions 7 468 Ending balance $ 475 $ 468 |
Description of Business - Addit
Description of Business - Additional Information (Detail) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Description of Business and Summary of Significant Accounting Policies [Line Items] | ||
Common stock value issued | $ 0 | $ 6 |
Proceeds from issuance of common stock in connection with the Business Combination | 0 | 198,933 |
Cash and cash equivalents | $ 3,410 | 268,678 |
PIPE Investment | ||
Description of Business and Summary of Significant Accounting Policies [Line Items] | ||
Common stock value issued | 75,000 | |
Cash and cash equivalents | 268,700 | |
FSDC II Class A Common Stock | PIPE Investment | ||
Description of Business and Summary of Significant Accounting Policies [Line Items] | ||
Proceeds from issuance of common stock in connection with the Business Combination | 257,500 | |
Old Pardes Common Stock | ||
Description of Business and Summary of Significant Accounting Policies [Line Items] | ||
Common stock value issued | $ 325,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)shares | Dec. 31, 2020shares | |
Accounting Policies [Abstract] | ||
Number of operating segments | 1 | |
Number of reportable segments | 1 | |
Product revenue | $ | $ 0 | |
Common stock, shares outstanding | shares | 56,765,533 | 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities not Included in Calculation of Diluted Net Loss per Share would be Anti-dilutive (Details) - shares | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in calculation of diluted net loss per share because to do so would be anti-dilutive | 9,656,049 | 8,941,601 |
Outstanding Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in calculation of diluted net loss per share because to do so would be anti-dilutive | 3,328,138 | |
Restricted Common Stock Subject to Repurchase or Forfeiture | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in calculation of diluted net loss per share because to do so would be anti-dilutive | 9,656,049 | 5,613,463 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Reconciliation of Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Abstract] | |||
2020 SAFEs issued in the 2020 period | $ 7,115 | ||
Change in fair value during the 2020 period | $ 7,693 | ||
Balance | $ 14,808 | ||
Conversion into shares of convertible preferred stock | (14,808) | ||
Balance | $ 14,808 | $ 0 | $ 14,808 |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Dec. 23, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Net proceeds from Business Combination | $ 257,500 | $ 257,461 | ||
Common stock: $0.0001 par value and $0.00001 par value at December 31, 2021 and December 31, 2020, respectively; 250,000,000 and 10,000,000 authorized at December 31, 2021 and December 31, 2020, respectively; 62,378,996 and 9,656,049 shares issued at December 31, 2021 and December 31, 2020, respectively; 56,765,533 and no shares outstanding at December 31, 2021 and December 31, 2020, respectively | $ 6 | $ 6 | $ 0 | |
Common stock, shares issued | 62,378,996 | 62,378,996 | 9,656,049 | |
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 10,000,000 |
Proceeds from issuance of private placement | $ 75,000 | $ 75,000 | ||
Purchase of aggregate shares | $ 75,000 | |||
Number of shares issued upon business combination | 32,500,000 | |||
Shares reserved for contractually committed issuance | 257,627 | 257,627 | ||
Underwriting fees and others | $ 16,500 | |||
Unpaid transaction Costs | $ 400 | $ 400 | ||
Final Conversion Ratio Used to Calculate Merger Consideration | $ 1.4078 | |||
Private Placement | ||||
Business Acquisition [Line Items] | ||||
Shares Issued | 7,500,000 | 7,500,000 | ||
2021 Stock Option and Incentive Plan Member | ||||
Business Acquisition [Line Items] | ||||
Shares reserved for contractually committed issuance | 13,000,000 | 13,000,000 | ||
Old Pardes Common Stock | ||||
Business Acquisition [Line Items] | ||||
Common stock: $0.0001 par value and $0.00001 par value at December 31, 2021 and December 31, 2020, respectively; 250,000,000 and 10,000,000 authorized at December 31, 2021 and December 31, 2020, respectively; 62,378,996 and 9,656,049 shares issued at December 31, 2021 and December 31, 2020, respectively; 56,765,533 and no shares outstanding at December 31, 2021 and December 31, 2020, respectively | $ 325,000 | $ 325,000 | ||
Common stock, shares issued | 32,500,000 | 32,500,000 | ||
Share price per share | $ 10 | $ 10 | ||
Unvested restricted stock | 5,733,270 | |||
Shares Issued | 2,878,138 | 2,878,138 | ||
Old Pardes Preferred Stock | ||||
Business Acquisition [Line Items] | ||||
Shares Issued | 23,630,965 | 23,630,965 | ||
Final Conversion Ratio Used to Calculate Merger Consideration | $ 1.4078 | $ 1.4078 |
Business Combination - Schedule
Business Combination - Schedule of Proceeds From Business Combination (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 23, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Proceeds From Business Combination [Abstract] | ||||
FSDC II Trust Account Balance | $ 201,266 | |||
Less: Redemptions | (2,440) | |||
Proceeds from PIPE Investment | $ 75,000 | 75,000 | ||
Proceeds from PIPE Investment | $ 0 | 75,000 | ||
Less : Underwriting fees and Other Offering costs paid | (16,075) | |||
Less: Non-cash net liabilities assumed from FSDC II | (107) | |||
Proceeds from Business Combination, net of offering costs paid | 257,858 | |||
Less : Other offering costs included in accounts payable and accrued expenses | (397) | |||
Net proceeds from the Business Combination | $ 257,500 | $ 257,461 |
Business Combination - Schedu_2
Business Combination - Schedule of Consummation of Business Combination (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Business Acquisition [Line Items] | |
FSDC II Shares Issued Through Business Combination Net of Redemption | 25,514,761 |
Shares issued pursuant to the PIPE Investment | 7,500,000 |
Business Combination and PIPE Investment shares | 33,014,761 |
Total shares of New Pardes common stock issued immediately following the Business Combination | 62,378,996 |
Less: shares of restricted stock subject to the right of repurchase | (5,613,463) |
Total shares of New Pardes common stock outstanding immediately following the Business Combination | 56,765,533 |
Old Pardes Common Stock | |
Business Acquisition [Line Items] | |
Conversion of Old Pardes stock | 9,763,042 |
Old Pardes Preferred Stock | |
Business Acquisition [Line Items] | |
Conversion of Old Pardes stock | 19,601,193 |
Prepaid Expenses - Schedule Of
Prepaid Expenses - Schedule Of Prepaid Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense, Current [Abstract] | ||
Prepaid insurance | $ 5,286 | $ 0 |
Prepaid research and development costs | 639 | 0 |
Other prepaid expenses and current assets | 656 | 194 |
Total | $ 6,581 | $ 194 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Accrued Expenses [Abstract] | ||
Research and development accruals | $ 4,050 | $ 182 |
Accrued bonus | 1,659 | 0 |
Other accrued expenses | 871 | 226 |
Total | $ 6,580 | $ 408 |
Simple Agreements for Future _2
Simple Agreements for Future Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 19, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 30, 2020 | Dec. 31, 2021 | Dec. 23, 2021 |
Simple Agreements For Future Equity [Line Items] | ||||||
Gross proceeds from issuance of common stock | $ 7,100 | |||||
Cash received from exchange of SAFE | $ 6,965 | $ 0 | ||||
Simple Agreement for Future Equity Shares Issued | 4,151,942 | |||||
Fair value of SAFE | $ 14,800 | 14,800 | ||||
Short-term liability | $ 14,808 | 14,808 | 0 | |||
Change in fair value of SAFE liability | $ 7,693 | $ 7,693 | $ 0 | |||
Aggregate fair value | $ 14,800 | |||||
Final Conversion Ratio Used to Calculate Merger Consideration | $ 1.4078 | |||||
Series A-1 Preferred Stock | ||||||
Simple Agreements For Future Equity [Line Items] | ||||||
Number of SAFE shares issued | 2,818,034 | |||||
Conversion of SAFE agreements into shares of convertible preferred stock (Shares) | 3,967,207 | |||||
Conversion price | $ 1.2420 | |||||
Series A-2 Preferred Stock | ||||||
Simple Agreements For Future Equity [Line Items] | ||||||
Number of SAFE shares issued | 605,850 | |||||
Conversion of SAFE agreements into shares of convertible preferred stock (Shares) | 852,908 | |||||
Conversion price | $ 2.4841 | |||||
Series A-3 Preferred Stock | ||||||
Simple Agreements For Future Equity [Line Items] | ||||||
Number of SAFE shares issued | 728,058 | |||||
Conversion of SAFE agreements into shares of convertible preferred stock (Shares) | 1,024,956 | |||||
Conversion price | $ 2.8981 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 10 Months Ended | 12 Months Ended | |||||
Jan. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 23, 2021 | Jan. 19, 2021 | Jan. 01, 2021 | Feb. 27, 2020 | |
Stockholders Equity [Line Items] | ||||||||
Common stock, shares authorized | 10,000,000 | 250,000,000 | 10,000,000 | 250,000,000 | ||||
Series A Preferred Stock, shares authorized | 0 | 10,000,000 | 0 | 10,000,000 | 13,923,367 | 10,000,000 | ||
Shares authorized for issurance | 260,000,000 | |||||||
Proceeds from issuance of convertible preferred stock into common stock, net of issuance costs | $ 0 | $ 44,500 | ||||||
Proceeds from issuance of common stock in connection with the Business Combination | $ 0 | $ 198,933 | ||||||
Final Conversion Ratio Used to Calculate Merger Consideration | $ 1.4078 | |||||||
Common stock, par value | $ 0.00001 | $ 0.0001 | $ 0.00001 | 0.0001 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||
Common stock, shares outstanding | 0 | 56,765,533 | 0 | |||||
Common stock, shares issued | 9,656,049 | 62,378,996 | 9,656,049 | |||||
shares vested and outstanding | 0 | 3,328,138 | 0 | |||||
Common Stock | ||||||||
Stockholders Equity [Line Items] | ||||||||
Common stock, par value | $ 0 | $ 6,000 | $ 0 | $ 0 | ||||
Common stock, shares outstanding | 0 | 56,765,533 | 0 | 0 | ||||
Shares subjected to repurchase | 5,613,463 | |||||||
Restricted Stock | ||||||||
Stockholders Equity [Line Items] | ||||||||
Shares remained available for grant | 9,843,286 | 105,585 | ||||||
Award vesting percentage | 25.00% | |||||||
Award vesting rights | The stock is subject to vesting, generally at 25% one year from the vesting commencement date and ratably each month thereafter for a period of 36 months. | |||||||
Award vesting period | 48 months | 36 months | ||||||
Number of shares vested | 4,148,171 | |||||||
restricted common stock | 9,656,049 | 5,613,463 | 9,656,049 | 0 | ||||
Common stock, shares issued | 75,000 | 6,983,000 | 6,983,000 | |||||
Restricted Stock | Officers, Employees and Consultants | ||||||||
Stockholders Equity [Line Items] | ||||||||
Common stock, shares issued | 9,843,236 | 9,843,236 | ||||||
Restricted Stock | Two Directors | ||||||||
Stockholders Equity [Line Items] | ||||||||
Common stock, shares issued | 105,585 | |||||||
Minimum | ||||||||
Stockholders Equity [Line Items] | ||||||||
Common stock, shares authorized | 10,000,000 | |||||||
Maximum | ||||||||
Stockholders Equity [Line Items] | ||||||||
Common stock, shares authorized | 25,187,755 | |||||||
Series A Convertible Preferred Stock | ||||||||
Stockholders Equity [Line Items] | ||||||||
Series A Preferred Stock, shares authorized | 9,771,425 | |||||||
Issuance of series A convertible preferred stock for cash, net of issuance costs (Shares) | 9,771,414 | |||||||
Proceeds from issuance of convertible preferred stock into common stock, net of issuance costs | $ 44,500 | |||||||
Series A Convertible Preferred Stock | 2020 SAFEs | ||||||||
Stockholders Equity [Line Items] | ||||||||
Issuance of series A convertible preferred stock for cash, net of issuance costs (Shares) | 13,756,122 | |||||||
Series A-1 Preferred Stock | ||||||||
Stockholders Equity [Line Items] | ||||||||
Series A Preferred Stock, shares authorized | 2,818,034 | |||||||
Series A-2 Preferred Stock | ||||||||
Stockholders Equity [Line Items] | ||||||||
Series A Preferred Stock, shares authorized | 605,850 | |||||||
Series A-3 Preferred Stock | ||||||||
Stockholders Equity [Line Items] | ||||||||
Series A Preferred Stock, shares authorized | 728,058 | |||||||
Series A-1, A-2 and A-3 Preferred Stock | ||||||||
Stockholders Equity [Line Items] | ||||||||
Issuance of series A convertible preferred stock for cash, net of issuance costs (Shares) | 4,151,942 | |||||||
Series A-1, A-2 and A-3 Preferred Stock | 2020 SAFEs | ||||||||
Stockholders Equity [Line Items] | ||||||||
Issuance of series A convertible preferred stock for cash, net of issuance costs (Shares) | 5,845,071 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Restricted Common Stock Awards (Details) - Restricted Common Stock Subject to Repurchase or Forfeiture - shares | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Stockholders Equity [Line Items] | ||
Beginning balance | 9,656,049 | |
Issued shares | 9,843,286 | 105,585 |
Forfeited shares | (187,237) | |
Vested shares | 4,148,171 | |
Ending balance | 9,656,049 | 5,613,463 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Jan. 01, 2022 | Dec. 23, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Final Conversion Ratio Used to Calculate Merger Consideration | $ 1.4078 | ||
Total unrecognized compensation | $ 11,500,000 | ||
Weighted-average period | 3 years 4 months 24 days | ||
2020 Stock Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Final Conversion Ratio Used to Calculate Merger Consideration | $ 1.4078 | ||
2021 Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock were reserved for issuance | 13,000,000 | ||
Total intrinsic value of options exercised | $ 0 | ||
weighted-average grant date fair value | $ 3.78 | ||
Maximum [Member] | 2020 Stock Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of options outstanding | 2,878,138 | ||
Maximum [Member] | 2021 Plan [Member] | Subsequent Event [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares authorized for issuance | 16,118,949 | ||
Minimum [Member] | 2020 Stock Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of options outstanding | 2,044,433 | ||
Minimum [Member] | 2021 Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock Issued During Period, Shares, Period Increase (Decrease) | 3,118,949 | ||
Shares remained available for grant | 9,664,206 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity for Employee and Nonemployee Awards and Related Information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | shares | 0 |
Number of Shares, Granted | shares | 3,492,146 |
Exercised | shares | 1,408 |
Cancelled | shares | 162,600 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | shares | 3,328,138 |
Outstanding and expected to vest | shares | 29,578 |
Weighted- Average Exercise Price per Share, Granted | $ / shares | $ 5.49 |
Weighted- Average Exercise Price per Share, cancelled | |
Weighted- Average Exercise Price per Share, ending balance | $ / shares | 5.57 |
Weighted- Average Exercise Price per Share, Vested and exercisable | $ / shares | $ 4.71 |
Weighted- Average Remaining Contractual Term | 9 years 7 months 6 days |
Weighted- Average Remaining Contractual Term Vested and exercisable | 9 years 7 months 6 days |
Weighted- Average Grant Date(Fair value), granted | $ / shares | $ 3.78 |
Weighted- Average Grant Date (Fair Value), ending balance | $ / shares | 3.83 |
Weighted- Average Grant Date (Fair Value), vested and exercisable | $ / shares | $ 3.18 |
Aggregate Intrinsic Value , ending balance | $ | $ 35,936 |
Aggregate Intrinsic Value, vested and exercisable | $ | $ 346 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Weighted-average Assumptions Option Pricing Model to Determine Fair Value of Stock Options (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected dividend yield | $ | $ 0 |
Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk-free interest rate | 1.49% |
Expected volatility | 81.56% |
Expected option life (in years) | 6 years 3 months |
Exercise price | $ 9.80 |
Minimum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk-free interest rate | 0.47% |
Expected volatility | 78.28% |
Expected option life (in years) | 5 years 3 months 7 days |
Exercise price | $ 0.01 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule Allocation of Stock-Based Compensation Expense (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share-based Payment Arrangement, Expense | $ 1,221 |
Research and Development Expense | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share-based Payment Arrangement, Expense | 461 |
General and Administrative Expense | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share-based Payment Arrangement, Expense | $ 760 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Taxes [Line Items] | ||
Provision for income taxes | $ 0 | $ 0 |
Valuation allowance | 1,112,000 | 9,392,000 |
Change in the Valuation Allowance | 8,300,000 | |
Unrecognized tax benefit balance | 468,000 | 475,000 |
Accruals for interest or penalties | 0 | 0 |
Recognized interest or penalties | $ 0 | $ 0 |
Cumulative change in Ownership | 50.00% | |
CARES act of 2020, net operating loss carryback period | 3 years | |
Federal | ||
Income Taxes [Line Items] | ||
Net operating loss (NOL) carryforwards | $ 41,000,000 | |
Federal | Research and Development Tax Credit Carryforward [Member] | ||
Income Taxes [Line Items] | ||
Tax credit carryforwards | 0 | |
State | ||
Income Taxes [Line Items] | ||
Net operating loss (NOL) carryforwards | $ 600,000 | |
Net operating loss (NOL) carryforwards, expiration year | 2041 | |
Tax credit carryforwards | $ 13,000 | |
Tax Credit carry forward, indefinite | $ 39,000 | |
State | Beginning Year | ||
Income Taxes [Line Items] | ||
Tax Credit Carryforward, Expiration Year | 2036 | |
State | Research and Development Tax Credit Carryforward [Member] | ||
Income Taxes [Line Items] | ||
Tax credit carryforwards | $ 52,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Taxes (Details) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax benefit at statutory rates | $ (2,731) | $ (8,089) |
State income tax, net of federal benefit | 0 | (23) |
Permanent items and other | 34 | 101 |
SAFE accounting fair value adjustment | 1,616 | 0 |
Research and development credits | (31) | (15) |
Change in valuation allowance | 1,112 | 8,026 |
Income tax expense (benefit) | $ 0 | $ 0 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred income tax assets: | ||
Net operating loss carryforward | $ 8,647 | $ 1,078 |
Research credit carryforwards | 41 | 31 |
Other, net | 704 | 3 |
Total deferred tax assets | 9,392 | 1,112 |
Less valuation allowance | (9,392) | (1,112) |
Deferred tax assets, net of valuation allowance | $ 0 | $ 0 |
Income Taxes - Schedule of chan
Income Taxes - Schedule of changes to gross unrecognized tax benefits (Details) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | ||
Beginning Balance | $ 468 | |
Additions related to current year positions | $ 468 | 7 |
Ending Balance | $ 468 | $ 475 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Related Party Transactions Details [Line Items] | ||
Expenses incurred | $ 5,000 | $ 0 |
Related Party Transaction, Expenses from Transactions with Related Party | $ 26,500 | |
General and Administrative Expense | ||
Related Party Transactions Details [Line Items] | ||
Expenses incurred | 100,000 | |
Research and Development Expense | ||
Related Party Transactions Details [Line Items] | ||
Expenses incurred | $ 700 |
401(k) Plan - Additional Inform
401(k) Plan - Additional Information (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | ||
Contributions to the plan | $ 0 | $ 0 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Short Term Debt [Line Items] | |
Aggregate principal amount | $ 10 |
Interest rate, percentage | 4.00% |
Maturity date | Oct. 31, 2022 |
Maximum | |
Short Term Debt [Line Items] | |
Purchase and sale of unsecured convertible promissory term notes | $ 25 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Feb. 28, 2022shares |
Subsequent Event [Member] | Inducement Plan [Member] | |
Subsequent Event [Line Items] | |
Common stock were reserved for issuance | 1,500,000 |