Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
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 | 61,716,745 | ||
Entity Public Float | $ 114.5 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for its 2023 Annual Meeting of Stockholders (the 2023 Proxy Statement), which will be filed with the Securities and Exchange Commission (SEC) not later than 120 days after December 31, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K. With the exception of the portions of the 2023 Proxy Statement expressly incorporated into this Annual Report on Form 10-K by reference, the 2023 Proxy Statement shall not be deemed filed as part of this Form 10-K. | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Irvine, California, USA |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 59,284 | $ 268,678 |
Short-term investments | 138,056 | 0 |
Prepaid expenses and other current assets | 3,062 | 6,581 |
Total current assets | 200,402 | 275,259 |
Other assets | 219 | 0 |
Total assets | 200,621 | 275,259 |
Current liabilities: | ||
Accounts payable | 4,929 | 2,385 |
Accrued expenses | 15,496 | 6,580 |
Total current liabilities | 20,425 | 8,965 |
Total liabilities | 20,425 | 8,965 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred stock: $0.0001 par value; 10,000,000 shares authorized as of December 31, 2022 and December 31, 2021; no shares issued and outstanding as of December 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock: $0.0001 par value and 250,000,000 shares authorized; 61,734,343 and 62,378,996 shares issued as of December 31, 2022 and December 31, 2021, respectively; and 59,542,714 and 56,765,533 shares outstanding as of December 31, 2022 and December 31, 2021, respectively | 6 | 6 |
Additional paid-in capital | 328,372 | 317,812 |
Accumulated other comprehensive loss | (24) | 0 |
Accumulated deficit | (148,158) | (51,524) |
Total stockholders' equity | 180,196 | 266,294 |
Total liabilities and stockholders' equity | $ 200,621 | $ 275,259 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 61,734,343 | 62,378,996 |
Common stock, shares outstanding | 59,542,714 | 56,765,533 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 70,350 | $ 28,152 |
General and administrative | 29,467 | 10,336 |
Total operating expenses | 99,817 | 38,488 |
Other income (expense): | ||
Interest and other income (expense), net | 3,183 | (30) |
Net loss | $ (96,634) | $ (38,518) |
Net loss per share, basic | $ (1.66) | $ (10.13) |
Net loss per share, diluted | $ (1.66) | $ (10.13) |
Weighted-average number of common shares used in computing net loss per share, basic | 58,127,385 | 3,800,506 |
Weighted-average number of common shares used in computing net loss per share, diluted | 58,127,385 | 3,800,506 |
Unrealized loss on available-for-sale securities | $ (24) | $ 0 |
Comprehensive loss | $ (96,658) | $ (38,518) |
Statements of Stockholders Equi
Statements of Stockholders Equity (Deficit) - USD ($) $ in Thousands | Total | Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Balance at the beginning at Dec. 31, 2020 | $ (13,006) | $ 0 | $ 0 | $ 0 | $ (13,006) | |
Balance at the beginning ,Temporary Equity Shares at Dec. 31, 2020 | 0 | |||||
Balance at the beginning, Temporary equity at Dec. 31, 2020 | $ 0 | |||||
Balance at the beginning (Shares) at Dec. 31, 2020 | 0 | |||||
Issuance of convertible preferred stock for cash, net of issuance costs | $ 44,324 | |||||
Conversion of 2020 SAFE agreements into shares of convertible preferred stock (Shares) | 5,845,071 | |||||
Conversion of 2020 SAFE agreements into shares of convertible preferred stock | $ 14,808 | |||||
Conversion of Preferred stock, Shares | (19,601,193) | 19,601,193 | ||||
Conversion of preferred stock | 59,132 | $ (59,132) | $ 2 | 59,130 | ||
Issuance of common stock in connection with the Business Combination, net of transaction costs, Shares | 25,758,750 | |||||
Issuance of common stock in connection with the Business Combination, net of transaction costs | 184,901 | $ 3 | 184,898 | |||
Redemption of common stock in connection with the Business Combination, Shares | (243,989) | |||||
Redemption of common stock in connection with the Business Combination | (2,440) | (2,440) | ||||
Common stock issued through PIPE financing, Shares | 7,500,000 | |||||
Common stock issued through PIPE financing | 75,000 | $ 1 | 74,999 | |||
Vesting of restricted common stock (Shares) | 4,148,171 | |||||
Options exercised | 1,408 | |||||
Exercise of options | 4 | 4 | ||||
Stock-based compensation expense | 1,221 | 1,221 | ||||
Net loss | (38,518) | (38,518) | ||||
Balance at the end at Dec. 31, 2021 | $ 266,294 | $ 6 | 317,812 | 0 | (51,524) | |
Balance at the end (Shares) at Dec. 31, 2021 | 0 | |||||
Balance at the end at Dec. 31, 2021 | $ 0 | |||||
Balance at the end (Shares) at Dec. 31, 2021 | 56,765,533 | 56,765,533 | ||||
Issuance of convertible preferred stock for cash, net of issuance costs (Shares) | 13,756,122 | |||||
Vesting of restricted common stock (Shares) | 2,777,181 | |||||
Options exercised | 0 | |||||
Stock-based compensation expense | $ 10,560 | 10,560 | ||||
Other comprehensive loss | (24) | (24) | ||||
Net loss | (96,634) | (96,634) | ||||
Balance at the end at Dec. 31, 2022 | $ 180,196 | $ 6 | $ 328,372 | $ (24) | $ (148,158) | |
Balance at the end (Shares) at Dec. 31, 2022 | 0 | |||||
Balance at the end at Dec. 31, 2022 | $ 0 | |||||
Balance at the end (Shares) at Dec. 31, 2022 | 59,542,714 | 59,542,714 |
Statements of Stockholders Eq_2
Statements of Stockholders Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Net of issuance costs | $ 176 |
Transaction costs | 16,472 |
Convertible Preferred Stock | |
Net of issuance costs | $ 176 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities: | ||
Net loss | $ (96,634) | $ (38,518) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Net amortization of premiums (accretion of discounts) on available-for-sale securities | (1,059) | 0 |
Stock-based compensation expense | 10,560 | 1,221 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 3,837 | (6,386) |
Interest receivable | (318) | 0 |
Accounts payable | 2,779 | 756 |
Accrued expenses | 8,859 | 6,009 |
Net cash used in operating activities | (71,976) | (36,918) |
Investing activities: | ||
Purchases of available-for-sale securities | (138,201) | 0 |
Proceeds on sale of available-for-sale securities | 1,180 | 0 |
Net cash used in financing activities | (137,021) | 0 |
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 convertible preferred stock | 0 | 44,500 |
Payment of issuance costs for convertible preferred stock | 0 | (176) |
Proceeds from issuance of convertible notes | 0 | 10,000 |
Repayment of convertible notes | 0 | (10,000) |
Cash paid for deferred offering costs | (397) | 0 |
Proceeds from exercise of common stock options | 0 | 4 |
Net cash (used) provided by financing activities | (397) | 302,186 |
(Decrease) increase in cash and cash equivalents | (209,394) | 265,268 |
Cash and cash equivalents at beginning of period | 268,678 | 3,410 |
Cash and cash equivalents at end of period | 59,284 | 268,678 |
Non-cash financing activities: | ||
Conversion of convertible preferred shares into common stock | 0 | 59,132 |
Conversion of 2020 SAFE agreements into shares of convertible preferred stock | 0 | 14,808 |
Deferred offering costs included in accounts payable and accrued expenses | $ 219 | $ 397 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
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,” “our” and any related terms are intended to mean Pardes Biosciences, Inc. Pardes Biosciences, Inc. is a clinical-stage biopharmaceutical company focused on discovering, developing and commercializing novel oral-antiviral therapeutics to improve the lives of patients suffering from life-threatening disease, starting with our lead product candidate, pomotrelvir (formerly known as PBI-0451), which is in clinical development and intended to treat COVID-19 in adult and pediatric patients. COVID-19 is caused by infection with the severe acute respiratory syndrome coronavirus (SARS-CoV-2). Pomotrelvir inhibits the main coronaviral cysteine protease, a viral protein essential for replication of all known coronaviruses, including SARS-CoV-2. Business Combination On December 23, 2021 (Closing Date), Pardes Biosciences, Inc. (Old Pardes) and FS Development Corp. II (FSDC II) completed the transactions contemplated by the Agreement and Plan of Merger, dated as of June 29, 2021, as amended on November 7, 2021 (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 (as defined in the Merger Agreement), FSDC II and Orchard Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of FSDC II (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 subsidiary, New Pardes) and (ii) Old Pardes merged with and into Merger Sub (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. On January 31, 2022, Old Pardes merged with and into New Pardes. In connection with the transactions contemplated under the Merger Agreement and described above (collectively, the Business Combination) certain investors purchased an aggregate of $ 75.0 million of our common stock in a private placement of public equity (PIPE Investment). Together with FSDC II’s cash resources and funding of the PIPE Investment, we received net proceeds of approximately $ 257.5 million. For additional information on the Business Combination, see Note 5, Business Combination . Through December 31, 2022, we have primarily funded our operations with proceeds from the issuance of Simple Agreements for Future Equity (SAFEs), convertible preferred stock financing, the Business Combination and the PIPE Investment. We believe that our $ 197.3 million of cash, cash equivalents and short-term investments as of December 31, 2022 , will enable us to fund our current planned operations for at least 12 months from the issuance date of these 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, government funding and grants. 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 or at all 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The financial statements have been prepared in accordance with United States (U.S.) generally accepted accounting principles (GAAP). Use of Estimates The preparation of financial statements in accordance with GAAP requires our management to make estimates and assumptions that impact the reported amounts on our financial statements and accompanying notes. The amounts reported could differ under different estimates and assumptions. On an ongoing basis, we evaluate our estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. Though the impact of the COVID-19 pandemic on our business and operating results presents additional uncertainty, we continue to use the best information available to form our critical accounting estimates. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates. Cash Equivalents Cash equivalents consist of highly liquid investments, readily convertible to cash without penalty, with original maturities of three months or less at the time of purchase. Our cash equivalents are short-term in nature and of high credit quality; therefore, we determined our exposure to credit losses over the life of these instruments is immaterial. Short-Term Investments Short-term investments are available-for-sale securities with original maturities of more than three months from the date of purchase that are specifically identified to fund current operations. These investments are classified as current assets even though the stated maturity date may be one year or beyond the current balance sheet date as this reflects management’s intention to use the proceeds from the sale of these investments to fund our operations as necessary. Such short-term investments are carried at fair value with unrealized gains and non-credit-related losses recorded in other comprehensive loss and included as a separate component of stockholders’ equity. The cost of short-term investments is adjusted for amortization of premiums or accretion of discounts to maturity, and such amortization or accretion, as well as dividend and interest income, are included in investment and other income (expense), net in the statement of operations and comprehensive loss. Realized gains and losses from the sale of short-term investments will be determined on a specific identification basis and included in interest and other income (expense), net on our statement of operations and comprehensive loss. Allowance for Credit Losses For available-for-sale securities in an unrealized loss position, pursuant to Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , we first assess whether we intend to sell, or if it is more likely than not that we will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding the intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through earnings. For securities that do not meet the aforementioned criteria, we evaluate whether the decline in fair value has resulted from the credit losses or other factors. In making this assessment, we consider the extent to which fair value is less than amortized cost, any changes in interest rates, market conditions, changes to the underlying credit ratings and forecasted recovery, among other factors. If this assessment indicates a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized costs basis, a credit loss exists and an allowance for credit losses is recorded, limited by the amount that the fair value is less than the amortized cost basis. The credit-related portion of unrealized losses, and any subsequent improvements, are recorded in interest income through an allowance account. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive loss on the statements of operations and comprehensive loss, as applicable. We elected the practical expedient to exclude the applicable accrued interest receivables from both the fair value and amortized cost basis of available-for-sale securities. Accrued interest receivable is recorded in prepaid expenses and other current assets in the balance sheet. Uncollectible accrued interest receivables associated with an impaired security are reversed against interest income upon identification of the impairment. 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. 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 statements of operations and comprehensive loss. Fair Value of Financial Instruments 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 Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data; and Level 3 — Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Fair value of our financial instruments is made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Our investments, which include cash equivalents and short-term investments, are measured and recorded at fair value on a recurring basis. The carrying amounts of 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. Accrued Research and Development Expense We estimate our expenses resulting from our obligations under contracts with vendors, consultants, contract research organizations (CRO) and contract manufacturing organizations (CMO). 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 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 not 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 is delivered or related services are performed or at 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 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 (Board) as there was no public market for the common stock. The Board 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 financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the 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, 2022 and 2021, 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 is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common stock equivalents outstanding for the period determined using the treasury-stock method. Common stock equivalents are only included in the calculation of diluted earnings per common share when net income is reported and 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 our net loss position. 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 shares of 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. 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, 2022 December 31, 2021 Outstanding stock options 9,269,069 3,328,138 Restricted common stock subject to repurchase or forfeiture 2,191,629 5,613,463 Total 11,460,698 8,941,601 Recently Issued and Recently Adopted Annually, the Financial Accounting Standards Board (FASB) or other standard setting bodies issue new accounting pronouncements that we adopt as of the effective date. We evaluated the recently issued accounting pronouncements and, based on our assessment, do not believe any will have a material impact on our financial statements or related disclosures. In June 2016, the FASB issued Topic 326 which we adopted on January 1, 2022. The 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. This standard did not have a material impact on our financial statements. In 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) , which simplifies the accounting for income taxes. The amendments in ASU 2019-12 remove 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. We adopted ASU 2019-12 on January 1, 2022, which had no significant impact on our financial statements. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Note 3. Investments Available-for-sale securities consisted of U.S. Treasury securities, U.S. Agency bonds, commercial paper, corporate debt securities and asset-backed securities. Our cash equivalents consisted of the following (in thousands): December 31, 2022 December 31, 2021 Cash equivalents Money market fund $ 32,426 $ — U.S. government and government agencies 19,869 18,355 Commercial paper 2,997 — Corporate debt securities 2,993 — Total cash equivalents $ 58,285 $ 18,355 O ur short-term investments that are measured at fair value on a recurring basis consisted of the following (in thousands): December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Estimated Short-term investments U.S. government and government agencies $ 75,409 $ 15 $ ( 48 ) $ 75,376 Commercial paper 59,405 — — 59,405 Asset-backed securities 3,267 8 — 3,275 Total short-term investments $ 138,081 $ 23 $ ( 48 ) 138,056 The contractual maturity of the short-term investments presented in the table above were all due within one year, and the amortized cost and fair value of short-term investments were both $ 138.1 million as of December 31, 2022. As of December 31, 2022 , there were 14 short-term investments with a fair value of $ 49.3 million that were in a gross unrealized loss position for less than 12 months, and no ne were in a gross unrealized loss for 12 months or more. Based on our analysis of available-for-sale securities, we determined the unrealized losses were primarily due to changes in interest rates and not due to credit risks. As such, we did no t record a credit allowance for the year ended December 31, 2022. As of December 31, 2022, the accrued interest receivable on our available-for-sale securities was $ 0.3 million. For the year ended December 31, 2022, we did no t write off any accrued interest receivables, and there were no realized gains or losses. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4. Fair Value Measurements Below are summaries of our cash equivalents and short-term investments that were measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands): December 31, 2022 December 31, 2021 Level 1 Level 2 Estimated Fair Value Level 2 Estimated Fair Value Cash equivalents Money market fund $ 32,426 $ — $ 32,426 $ — $ — U.S. government and government agencies — 19,869 19,869 18,355 18,355 Commercial paper — 2,997 2,997 — — Corporate debt securities — 2,993 2,993 — — Total cash equivalents $ 32,426 $ 25,859 $ 58,285 $ 18,355 $ 18,355 December 31, 2022 Level 2 Estimated Fair Value Short-term investments U.S. government and government agencies $ 75,376 $ 75,376 Commercial paper 59,405 59,405 Asset-backed securities 3,275 3,275 Total short-term investments $ 138,056 $ 138,056 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, which were determined based on significant inputs not observable in the market. The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs (in thousands): Balance as of December 31, 2020 $ 14,808 Conversion into shares of convertible preferred stock ( 14,808 ) Balance as of December 31, 2021 $ — |
Business Combianation
Business Combianation | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Note 5. Business Combination As described in Note 1, on 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. The Business Combination was accounted for as a reverse recapitalization because Old Pardes had been determined to be the accounting acquirer under FASB’s Accounting Standards Codification Topic 805, Business Combinations. The determination was primarily based on the evaluation of the following facts and circumstances taking into consideration : • The pre-combination equity holders of Old Pardes held the relative majority of voting rights in Pardes; • The pre-combination equity holders of Old Pardes had the right to appoint six of the directors on Pardes’ Board of Directors; • Senior management of Old Pardes comprised the senior management of Pardes; and • Operations of Old Pardes comprised 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. 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 and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2022 December 31, 2021 Prepaid insurance $ 1,582 $ 5,286 Prepaid research and development costs 495 639 Other prepaid expenses and current assets 985 656 Total $ 3,062 $ 6,581 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities [Abstract] | |
Accrued Expenses | Note 7. Accrued Expenses Accrued expenses consisted of the following (in thousands): December 31, 2022 December 31, 2021 Research and development accruals $ 10,784 $ 4,050 Accrued compensation 3,878 1,659 Other accrued expenses 834 871 Total $ 15,496 $ 6,580 |
Simple Agreements for Future Eq
Simple Agreements for Future Equity | 12 Months Ended |
Dec. 31, 2022 | |
Simple Agreements For Future Equity [Abstract] | |
Simple Agreements for Future Equity | Note 8. Simple Agreements for Future Equity Between April 2020 and December 2020, we entered into the 2020 SAFEs, pursuant to which we received funding of $ 7.1 million in cash in exchange for SAFEs providing the investors the right to receive shares of our capital stock. The 2020 SAFEs were automatically converted on January 19, 2021, into preferred stock with an aggregate fair value of $ 14.8 million. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 9. Stockholders’ Equity Preferred Stock On December 23, 2021, in connection with the closing of the Business Combination and pursuant to the Merger Agreement, all previously issued and outstanding preferred stock of Old Pardes was exchanged for shares of our common stock. All fractional shares were rounded down. Upon the closing of the Business Combination, pursuant to the terms of the Second Amended and Restated Certificate of Incorporation (Certificate of Incorporation) dated December 23, 2021, we authorized 10,000,000 shares of preferred stock, par value $ 0.0001 per share, all of which shares of preferred stock are undesignated. The Board has the authority, without further action by the stockholders, to issue such shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series and to fix the designations, powers, voting and other rights, preferences and privileges of the shares. As of December 31, 2022 and December 31, 2021 , there were no shares of preferred stock outstanding. Common Stock On the Closing Date, in connection with the closing of the Business Combination, and pursuant to the Merger Agreement, all previously issued and outstanding shares of restricted common stock of Old Pardes were converted into restricted shares of our common stock. Such restricted stock remains subject to the same terms and conditions set forth under the applicable restricted stock award agreement. As of December 31, 2022 and 2021, the repurchase liability for these shares was nominal. In March 2022 and in December 2022, in connection with the departures of former employees, we repurchased 58,072 and 586,581 unvested shares of common stock for an aggregate purchase price of $ 0.41 and $ 4.17 , respectively, and those shares were held in treasury. In September 2022 and in December 2022, we cancelled 58,072 and 586,581 shares of common stock held in treasury, respectively. For accounting purposes, unvested restricted stock and the unvested shares repurchased by us and held in treasury are not deemed to be outstanding. A summary of restricted common stock awards is as follows: Number of Balance as of December 31, 2021 5,613,463 Forfeited Shares ( 644,653 ) Vested Shares ( 2,777,181 ) Balance as of December 31, 2022 2,191,629 Pursuant to the Certificate of Incorporation, as of December 31, 2022 and December 31, 2021 , there were 250,000,000 shares of common stock, par value $ 0.0001 per share, authorized. There were 61,734,343 and 62,378,996 shares issued as of December 31, 2022 and December 31, 2021 , respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 10. 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. Effective as of the Closing Date, the options granted under the 2020 Plan were assumed and reissued under the 2021 Stock Option and Incentive Plan (as amended, the 2021 Plan) described below and the 2020 Plan was terminated. 2021 Plan The 2021 Plan was adopted by the Board, and approved by the stockholders, effective December 22, 2021, pursuant to which 13,000,000 shares of common stock were initially authorized for issuance, which number included outstanding awards assumed on the Closing Date. The 2021 Plan provides that the number of shares authorized and available for issuance thereunder will automatically increase on each January 1 by 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 our employees, directors and consultants. Incentive stock options may only be granted to employees. As of December 31, 2022 , the number of shares authorized for issuance under the 2021 Plan was 16,118,949 , of which 7,767,224 shares remained available for grants under the 2021 Plan. Effective as of January 1, 2023, the number of shares authorized for issuance under the 2021 Plan automatically increased pursuant to the Annual Increase by 3,086,717 shares, resulting in 19,205,666 shares of common stock authorized for issuance as of that date. 2022 Inducement Plan On February 28, 2022, the Board adopted the 2022 Inducement Plan (Inducement Plan) and reserved 1,500,000 shares of common stock for issuance. 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). As of December 31, 2022, 575,000 shares remained available for grants under the Inducement Plan. Stock option activity for employee and nonemployee awards and related information is as follows: Number of Weighted Average Exercise Weighted Average Remaining Contractual Term Aggregate Outstanding as of December 31, 2021 3,328,138 $ 5.57 9.6 $ 35,936 Granted 6,853,250 6.36 Exercised — Cancelled ( 912,319 ) 7.39 Outstanding as of December 31, 2022 9,269,069 5.98 9.0 30 Options vested and exercisable as of December 31, 2022 1,679,781 6.13 7.9 28 The weighted average grant-date fair value of options granted during the years ended December 31, 2022 and 2021 were $ 3.68 and $ 3.78 , respectively. Options to purchase common stock generally vest over a four-year period and are granted for a term of ten years . 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 December 31, 2022, respectively, and the exercise price of the stock options below the applicable closing price. There were no stock options exercised during 2022. Stock-Based Compensation Expense The assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock options granted were as follows: Year Ended December 31, 2022 2021 Risk-free interest rate 1.62 % - 3.85 % 0.47 % - 1.49 % Expected volatility 58.36 % - 63.00 % 78.28 % - 81.56 % Expected option life (in years) 5.10 - 6.08 5.27 - 6.25 Expected dividend yield — % — % Exercise price $ 1.75 - $ 11.32 $ 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 primarily in the biopharmaceutical 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 following table summarizes stock-based compensation expense for all stock-based compensation arrangements (in thousands): Year Ended December 31, 2022 2021 Research and development $ 5,007 $ 461 General and administrative 5,553 760 Total stock-based compensation $ 10,560 $ 1,221 As of December 31, 2022 , the total unrecognized compensation cost related to outstanding time-based options was $ 22.0 million, which is expected to be recognized over a weighted-average period of 2.48 years. On March 25, 2022, our former Chief Executive Officer and President, Dr. Lopatin entered into a Transition and Separation Agreement and General Release of Claims and Consulting Agreement with us, according to which Dr. Lopatin continued as our full-time employee in the role of Chief Scientific and Strategic Advisor until April 30, 2022. For the period of May 1, 2022 through July 31, 2022, Dr. Lopatin’s hours were reduced, and his annualized base salary was reduced proportionately with the reduction in hours. Starting August 1, 2022, Dr. Lopatin has performed consulting services for us. As a result, Dr. Lopatin’s status as an employee has changed. We considered Dr. Lopatin’s continued employment through July 31, 2022 as substantive for accounting purposes; however, his consulting service, which commenced on August 1, 2022, is not considered by us to be substantive for accounting purposes. This resulted in the recognition of the remaining unrecognized stock compensation expense related to Dr. Lopatin’s stock options in the amount of $ 2.6 million as of March 25, 2022 over the remaining vesting period of March 25, 2022 through July 31, 2022. Stock-based compensation expense related to Dr. Lopatin’s stock options for the year ended December 31, 2022 was $ 2.7 million. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes For the years ended December 31, 2022 and December 31, 2021 , 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 is summarized as follows (in thousands): December 31, 2022 December 31, 2021 Expected income tax benefit at statutory rates $ ( 20,293 ) $ ( 8,089 ) State income tax, net of federal benefit ( 386 ) ( 23 ) Permanent items and other 778 101 Research and development credits ( 1,527 ) ( 15 ) Change in valuation allowance 21,428 8,026 $ — $ — Significant components of our deferred income taxes are as follows (in thousands): December 31, 2022 December 31, 2021 Deferred income tax assets: Net operating loss carryforward $ 13,972 $ 8,647 Research credit carryforwards 1,725 41 Capitalized research and development 12,772 — Other, net 2,354 704 Total deferred tax assets 30,823 9,392 Less valuation allowance ( 30,823 ) ( 9,392 ) Deferred tax assets, net of valuation allowance $ — $ — We established a full valuation allowance of $ 30.8 million against our net deferred tax assets due to the uncertainty surrounding the realization of such assets that preclude us 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 $ 21.4 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, 2022 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, 2022 , we had federal and state net operating loss (NOL) carryforwards of approximately $ 65.8 million and $ 2.6 million, respectively. The state net operating loss carryforwards begin to expire in 2040 unless previously utilized. Our federal net operating loss carryforwards do not expire. At December 31, 2022 , we had federal and state research and development tax credits of $ 1.3 million and $ 0.6 million, respectively. In 2037 , $ 0.1 million of the state credits begin expiring with the remaining $ 0.5 million of state credits being carried forward indefinitely. Pursuant to IRC Section 382 and IRC Section 383, our ability to use NOL and research and development 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 years ended December 31, 2022 and December 31, 2021, respectively (in thousands): For the Year Ended December 31, 2022 2021 Beginning balance $ 475 $ 468 Additions related to current year positions 625 7 Additions related to prior year positions 165 — Ending balance $ 1,265 $ 475 As of December 31, 2022 , we had an unrecognized tax benefit balance of $ 1.3 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 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 had no accrued interest or penalties related to income tax matters in our balance sheet as of December 31, 2022 and 2021 and have no t recognized interest or penalties in our statement of operations and comprehensive loss for the years ended December 31, 2022 and 2021. 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, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and Contingencies Commitments We have entered into agreements in the normal course of business with certain vendors for the provision of goods and services, which include manufacturing services with CMOs and development services with CROs. These agreements may include certain provisions for purchase obligations and termination obligations that could require payments for the cancellation of committed purchase obligations or for early termination of the agreements. The amount of the cancellation or termination payments vary and are based on the timing of the cancellation or termination and the specific terms of the agreement. In the normal course of business, we are a party to a variety of agreements pursuant to which we may be obligated to indemnify the other party. It is not possible to predict the maximum potential amount of future payments under these types of agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these types of agreements have not had a material effect on our business, results of operations or financial condition. 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, 2022 and December 31, 2021 , we were not a party to any material legal proceedings. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events On January 12, 2023, we filed a shelf registration statement on Form S-3, which was declared effective by the U.S. Securities and Exchange Commission on January 20, 2023 (2023 Shelf). The 2023 Shelf covers the offering, issuance and sale by us of up to an aggregate of $ 200.0 million of our common stock, preferred stock, debt securities, warrants to purchase our common stock, preferred stock or debt securities, subscription rights to purchase our common stock, preferred stock or debt securities and/or units consisting of some or all of these securities. In connection with the 2023 Shelf, we entered into a Sales Agreement, dated January 11, 2023, with SVB Securities LLC (Sales Agent), pursuant to which we may offer and sell up to $ 50.0 million of our common stock, from time to time at our sole discretion, through the Sales Agent, in “at-the-market” offerings under the 2023 Shelf. On March 10, 2023, Silicon Valley Bank (SVB) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation as receiver. At the time of the closure, we held assets valued at approximately $ 1.0 million in a deposit account with SVB. We received full access to the funds in our deposit account on March 13, 2023. Because a substantial majority of our cash, cash equivalents and short-term investments were not maintained at SVB and in light of actions by the federal government to fully protect deposit accounts, we do not expect our operations will be materially impacted by the closure of SVB. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [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. 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 years ended December 31, 2022 or 2021 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements have been prepared in accordance with United States (U.S.) generally accepted accounting principles (GAAP). |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires our management to make estimates and assumptions that impact the reported amounts on our financial statements and accompanying notes. The amounts reported could differ under different estimates and assumptions. On an ongoing basis, we evaluate our estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. Though the impact of the COVID-19 pandemic on our business and operating results presents additional uncertainty, we continue to use the best information available to form our critical accounting estimates. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates. |
Cash Equivalents | Cash Equivalents Cash equivalents consist of highly liquid investments, readily convertible to cash without penalty, with original maturities of three months or less at the time of purchase. Our cash equivalents are short-term in nature and of high credit quality; therefore, we determined our exposure to credit losses over the life of these instruments is immaterial. |
Short-Term Investments | Short-Term Investments Short-term investments are available-for-sale securities with original maturities of more than three months from the date of purchase that are specifically identified to fund current operations. These investments are classified as current assets even though the stated maturity date may be one year or beyond the current balance sheet date as this reflects management’s intention to use the proceeds from the sale of these investments to fund our operations as necessary. Such short-term investments are carried at fair value with unrealized gains and non-credit-related losses recorded in other comprehensive loss and included as a separate component of stockholders’ equity. The cost of short-term investments is adjusted for amortization of premiums or accretion of discounts to maturity, and such amortization or accretion, as well as dividend and interest income, are included in investment and other income (expense), net in the statement of operations and comprehensive loss. Realized gains and losses from the sale of short-term investments will be determined on a specific identification basis and included in interest and other income (expense), net on our statement of operations and comprehensive loss. |
Allowance for Credit Losses | Allowance for Credit Losses For available-for-sale securities in an unrealized loss position, pursuant to Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , we first assess whether we intend to sell, or if it is more likely than not that we will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding the intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through earnings. For securities that do not meet the aforementioned criteria, we evaluate whether the decline in fair value has resulted from the credit losses or other factors. In making this assessment, we consider the extent to which fair value is less than amortized cost, any changes in interest rates, market conditions, changes to the underlying credit ratings and forecasted recovery, among other factors. If this assessment indicates a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized costs basis, a credit loss exists and an allowance for credit losses is recorded, limited by the amount that the fair value is less than the amortized cost basis. The credit-related portion of unrealized losses, and any subsequent improvements, are recorded in interest income through an allowance account. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive loss on the statements of operations and comprehensive loss, as applicable. We elected the practical expedient to exclude the applicable accrued interest receivables from both the fair value and amortized cost basis of available-for-sale securities. Accrued interest receivable is recorded in prepaid expenses and other current assets in the balance sheet. Uncollectible accrued interest receivables associated with an impaired security are reversed against interest income upon identification of the impairment. |
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. |
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 statements of operations and comprehensive loss. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data; and Level 3 — Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Fair value of our financial instruments is made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Our investments, which include cash equivalents and short-term investments, are measured and recorded at fair value on a recurring basis. The carrying amounts of 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. |
Accrued Research and Development Expense | Accrued Research and Development Expense We estimate our expenses resulting from our obligations under contracts with vendors, consultants, contract research organizations (CRO) and contract manufacturing organizations (CMO). 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 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 not 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 is delivered or related services are performed or at 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 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 (Board) as there was no public market for the common stock. The Board 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 financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the 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, 2022 and 2021, 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 is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common stock equivalents outstanding for the period determined using the treasury-stock method. Common stock equivalents are only included in the calculation of diluted earnings per common share when net income is reported and 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 our net loss position. 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 shares of 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. |
Recently Issued and Recently Adopted | Recently Issued and Recently Adopted Annually, the Financial Accounting Standards Board (FASB) or other standard setting bodies issue new accounting pronouncements that we adopt as of the effective date. We evaluated the recently issued accounting pronouncements and, based on our assessment, do not believe any will have a material impact on our financial statements or related disclosures. In June 2016, the FASB issued Topic 326 which we adopted on January 1, 2022. The 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. This standard did not have a material impact on our financial statements. In 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) , which simplifies the accounting for income taxes. The amendments in ASU 2019-12 remove 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. We adopted ASU 2019-12 on January 1, 2022, which had no significant impact on our financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 December 31, 2021 Outstanding stock options 9,269,069 3,328,138 Restricted common stock subject to repurchase or forfeiture 2,191,629 5,613,463 Total 11,460,698 8,941,601 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Cash Equivalents and Short-Term Investments at Fair Value | Our cash equivalents consisted of the following (in thousands): December 31, 2022 December 31, 2021 Cash equivalents Money market fund $ 32,426 $ — U.S. government and government agencies 19,869 18,355 Commercial paper 2,997 — Corporate debt securities 2,993 — Total cash equivalents $ 58,285 $ 18,355 ur short-term investments that are measured at fair value on a recurring basis consisted of the following (in thousands): December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Estimated Short-term investments U.S. government and government agencies $ 75,409 $ 15 $ ( 48 ) $ 75,376 Commercial paper 59,405 — — 59,405 Asset-backed securities 3,267 8 — 3,275 Total short-term investments $ 138,081 $ 23 $ ( 48 ) 138,056 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Cash Equivalents and Short-Term Investments at Fair Value on a Recurring Basis | Below are summaries of our cash equivalents and short-term investments that were measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands): December 31, 2022 December 31, 2021 Level 1 Level 2 Estimated Fair Value Level 2 Estimated Fair Value Cash equivalents Money market fund $ 32,426 $ — $ 32,426 $ — $ — U.S. government and government agencies — 19,869 19,869 18,355 18,355 Commercial paper — 2,997 2,997 — — Corporate debt securities — 2,993 2,993 — — Total cash equivalents $ 32,426 $ 25,859 $ 58,285 $ 18,355 $ 18,355 December 31, 2022 Level 2 Estimated Fair Value Short-term investments U.S. government and government agencies $ 75,376 $ 75,376 Commercial paper 59,405 59,405 Asset-backed securities 3,275 3,275 Total short-term investments $ 138,056 $ 138,056 |
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): 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, 2022 | |
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 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2022 December 31, 2021 Prepaid insurance $ 1,582 $ 5,286 Prepaid research and development costs 495 639 Other prepaid expenses and current assets 985 656 Total $ 3,062 $ 6,581 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities [Abstract] | |
Summary of Accrued Expenses | Accrued expenses consisted of the following (in thousands): December 31, 2022 December 31, 2021 Research and development accruals $ 10,784 $ 4,050 Accrued compensation 3,878 1,659 Other accrued expenses 834 871 Total $ 15,496 $ 6,580 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Summary of Restricted Common Stock Awards | A summary of restricted common stock awards is as follows: Number of Balance as of December 31, 2021 5,613,463 Forfeited Shares ( 644,653 ) Vested Shares ( 2,777,181 ) Balance as of December 31, 2022 2,191,629 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [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 is as follows: Number of Weighted Average Exercise Weighted Average Remaining Contractual Term Aggregate Outstanding as of December 31, 2021 3,328,138 $ 5.57 9.6 $ 35,936 Granted 6,853,250 6.36 Exercised — Cancelled ( 912,319 ) 7.39 Outstanding as of December 31, 2022 9,269,069 5.98 9.0 30 Options vested and exercisable as of December 31, 2022 1,679,781 6.13 7.9 28 The weighted average grant-date fair value of options granted during the years ended December 31, 2022 and 2021 were $ 3.68 and $ 3.78 , respectively. |
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 were as follows: Year Ended December 31, 2022 2021 Risk-free interest rate 1.62 % - 3.85 % 0.47 % - 1.49 % Expected volatility 58.36 % - 63.00 % 78.28 % - 81.56 % Expected option life (in years) 5.10 - 6.08 5.27 - 6.25 Expected dividend yield — % — % Exercise price $ 1.75 - $ 11.32 $ 0.01 - $ 9.80 |
Schedule Allocation of Stock-Based Compensation Expense | The following table summarizes stock-based compensation expense for all stock-based compensation arrangements (in thousands): Year Ended December 31, 2022 2021 Research and development $ 5,007 $ 461 General and administrative 5,553 760 Total stock-based compensation $ 10,560 $ 1,221 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 is summarized as follows (in thousands): December 31, 2022 December 31, 2021 Expected income tax benefit at statutory rates $ ( 20,293 ) $ ( 8,089 ) State income tax, net of federal benefit ( 386 ) ( 23 ) Permanent items and other 778 101 Research and development credits ( 1,527 ) ( 15 ) Change in valuation allowance 21,428 8,026 $ — $ — |
Components Of Deferred Income Taxes | Significant components of our deferred income taxes are as follows (in thousands): December 31, 2022 December 31, 2021 Deferred income tax assets: Net operating loss carryforward $ 13,972 $ 8,647 Research credit carryforwards 1,725 41 Capitalized research and development 12,772 — Other, net 2,354 704 Total deferred tax assets 30,823 9,392 Less valuation allowance ( 30,823 ) ( 9,392 ) 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 years ended December 31, 2022 and December 31, 2021, respectively (in thousands): For the Year Ended December 31, 2022 2021 Beginning balance $ 475 $ 468 Additions related to current year positions 625 7 Additions related to prior year positions 165 — Ending balance $ 1,265 $ 475 |
Description of Business - Addit
Description of Business - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 23, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Description of Business and Summary of Significant Accounting Policies [Line Items] | |||
Common stock value issued | $ 6 | $ 6 | |
Proceeds from issuance of common stock in connection with the Business Combination | 0 | $ 198,933 | |
Cash, cash equivalents and short-term investments | $ 197,300 | ||
PIPE Investment | Private Placement | |||
Description of Business and Summary of Significant Accounting Policies [Line Items] | |||
Common stock value issued | $ 75,000 | ||
The Business Combination and 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 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) Segments | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Product revenue | $ | $ 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 | 12 Months Ended | |
Dec. 31, 2022 | 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 | 11,460,698 | 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 | 9,269,069 | 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 | 2,191,629 | 5,613,463 |
Investments - Schedule of Cash
Investments - Schedule of Cash Equivalents and Short-Term Investments at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-Sale [Line Items] | ||
Money market fund | $ 32,426 | $ 0 |
U.S. government and government agencies | 19,869 | 18,355 |
Commercial paper | 2,997 | 0 |
Corporate debt securities | 2,993 | 0 |
Total cash equivalents | 58,285 | $ 18,355 |
Short-term investments | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Available-for-Sale Securities, Amortized Cost | 138,081 | |
Available-for-Sale Securities, Unrealized Gains | 23 | |
Available-for-Sale Securities, Unrealized Losses | (48) | |
Available-for-Sale Securities, Estimated Fair Value | 138,056 | |
Short-term investments | U.S. government and government agencies | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Available-for-Sale Securities, Amortized Cost | 75,409 | |
Available-for-Sale Securities, Unrealized Gains | 15 | |
Available-for-Sale Securities, Unrealized Losses | (48) | |
Available-for-Sale Securities, Estimated Fair Value | 75,376 | |
Short-term investments | Commercial paper | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Available-for-Sale Securities, Amortized Cost | 59,405 | |
Available-for-Sale Securities, Unrealized Gains | ||
Available-for-Sale Securities, Unrealized Losses | 0 | |
Available-for-Sale Securities, Estimated Fair Value | 59,405 | |
Short-term investments | Asset-backed securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Available-for-Sale Securities, Amortized Cost | 3,267 | |
Available-for-Sale Securities, Unrealized Gains | 8 | |
Available-for-Sale Securities, Unrealized Losses | 0 | |
Available-for-Sale Securities, Estimated Fair Value | $ 3,275 |
Investments - Additional Inform
Investments - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) InvestmentSecurity | |
Investments, Debt and Equity Securities [Abstract] | |
Amortized cost and fair value of short-term investments | $ 138,100,000 |
Number of short-term investments in gross unrealized loss position less than 12 months | InvestmentSecurity | 14 |
Number of short-term investments in gross unrealized loss position more than 12 months | InvestmentSecurity | 0 |
Short-term investments in gross unrealized loss position less than 12 months ,Fair value | $ 49,300 |
Available-for sale securities, allowance for credit loss | $ 0 |
Debt Securities, Available-for-Sale, Accrued Interest, after Allowance for Credit Loss, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current |
Available-for sale securities, accrued interest after allowance for credit loss | $ 300,000 |
Available-for sale securities, accrued interest writeoff | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Cash Equivalents and Short-Term Investments at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 58,285 | $ 18,355 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 32,426 | |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 25,859 | 18,355 |
Short-term investments | 138,056 | |
Corporate debt securities | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 2,993 | |
U.S. government and government agencies | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 19,869 | 18,355 |
Short-term investments | 75,376 | |
Asset-backed securities | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term investments | 3,275 | |
Commercial paper | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 2,997 | |
Short-term investments | 59,405 | |
Money market fund | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 32,426 | |
Estimated fair value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 58,285 | 18,355 |
Short-term investments | 138,056 | |
Estimated fair value | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 2,993 | |
Estimated fair value | U.S. government and government agencies | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 19,869 | $ 18,355 |
Short-term investments | 75,376 | |
Estimated fair value | Asset-backed securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term investments | 3,275 | |
Estimated fair value | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 2,997 | |
Short-term investments | 59,405 | |
Estimated fair value | Money market fund | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 32,426 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Reconciliation of Liabilities Measured at Fair Value (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | |
Balance as of December 31, 2020 | $ 14,808 |
Conversion into shares of convertible preferred stock | (14,808) |
Balance as of December 31, 2021 | $ 0 |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 23, 2021 |
Business Acquisition [Line Items] | ||
Net proceeds from Business Combination | $ 257,461 | $ 257,500 |
Unpaid transaction Costs | $ 16,472 |
Business Combination - Schedule
Business Combination - Schedule of Proceeds From Business Combination (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 23, 2021 | Dec. 31, 2022 | 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 | $ 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 : Repayment of Convertible Notes | $ 0 | $ 10,000 | ||
Less : Other offering costs included in accounts payable and accrued expenses | (397) | |||
Net proceeds from the Business Combination | $ 257,461 | $ 257,500 |
Business Combination - Schedu_2
Business Combination - Schedule of Consummation of Business Combination (Details) | Dec. 31, 2021 shares |
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 and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense, Current [Abstract] | ||
Prepaid insurance | $ 1,582 | $ 5,286 |
Prepaid research and development costs | 495 | 639 |
Other prepaid expenses and current assets | 985 | 656 |
Total | $ 3,062 | $ 6,581 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Accrued Expenses [Abstract] | ||
Research and development accruals | $ 10,784 | $ 4,050 |
Accrued compensation | 3,878 | 1,659 |
Other accrued expenses | 834 | 871 |
Total | $ 15,496 | $ 6,580 |
Simple Agreements for Future _2
Simple Agreements for Future Equity - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 19, 2021 | Dec. 31, 2022 | |
Simple Agreements For Future Equity [Line Items] | ||
Gross proceeds from issuance of common stock | $ 7.1 | |
Aggregate fair value | $ 14.8 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 1 Months Ended | ||||
Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 23, 2021 | |
Stockholders Equity [Line Items] | |||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||
Series A Preferred Stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares outstanding | 0 | 0 | |||
Common stock, shares issued | 61,734,343 | 62,378,996 | |||
Common Stock | |||||
Stockholders Equity [Line Items] | |||||
Aggregate purchase price | $ 4.17 | $ 0.41 | |||
Shares subjected to repurchase | 586,581 | 58,072 | |||
Treasury Stock, Shares, Retired | 586,581 | 58,072 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Restricted Common Stock Awards (Details) - Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2022 shares | |
Stockholders Equity [Line Items] | |
Balance as of December 31, 2021 | 5,613,463 |
Forfeited Shares | (644,653) |
Vested Shares | (2,777,181) |
Balance as of December 31, 2022 | 2,191,629 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Dec. 22, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2023 | Mar. 25, 2022 | Feb. 28, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options exercised | 0 | |||||
Unrecognized compensation expense | $ 22,000 | $ 2,600 | ||||
Stock-based compensation expense | $ 10,560 | $ 1,221 | ||||
Weighted-average period | 2 years 5 months 23 days | |||||
Chief Executive Officer [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 2,700 | |||||
2021 Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Number of additional shares authorized for issuance | 3,086,717 | |||||
Common stock were reserved for issuance | 13,000,000 | 16,118,949 | ||||
Weighted average grant date fair value, Granted | $ 3.68 | $ 3.78 | ||||
Options vesting period | 4 years | |||||
Options granted term | 10 years | |||||
Options exercised | 0 | |||||
Shares remained available for grant | 7,767,224 | |||||
Common stock reserved for issuance increase percentage | 5% | |||||
2021 Plan [Member] | Subsequent Event [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock were reserved for issuance | 19,205,666 | |||||
2022 Inducement Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock were reserved for issuance | 1,500,000 | |||||
Shares remained available for grant | 575,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity for Employee and Nonemployee Awards and Related Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Shares, Beginning Balance | 3,328,138 | |
Number of Shares, Granted | 6,853,250 | |
Exercised | 0 | |
Cancelled | (912,319) | |
Number of Shares, Ending Balance | 9,269,069 | 3,328,138 |
Options vested and exercisable as of December 31, 2022 | 1,679,781 | |
Weighted- Average Exercise Price per Share, Outstanding , Beginning balance | $ 5.57 | |
Weighted- Average Exercise Price per Share, Granted | 6.36 | |
Weighted- Average Exercise Price per Share, Cancelled | 7.39 | |
Weighted- Average Exercise Price per Share, Ending Balance | 5.98 | $ 5.57 |
Weighted- Average Exercise Price per Share, Vested and exercisable | $ 6.13 | |
Weighted- Average Remaining Contractual Term | 9 years | 9 years 7 months 6 days |
Weighted- Average Remaining Contractual Term Vested and exercisable | 7 years 10 months 24 days | |
Aggregate Intrinsic Value , Begining Balance | $ 35,936 | |
Aggregate Intrinsic Value , Ending Balance | 30 | $ 35,936 |
Aggregate Intrinsic Value, vested and exercisable | $ 28 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Weighted-average Assumptions Option Pricing Model to Determine Fair Value of Stock Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected dividend yield | 0% | 0% |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 3.85% | 1.49% |
Expected volatility | 63% | 81.56% |
Expected option life (in years) | 6 years 29 days | 6 years 3 months |
Exercise price | $ 11.32 | $ 9.80 |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 1.62% | 0.47% |
Expected volatility | 58.36% | 78.28% |
Expected option life (in years) | 5 years 1 month 6 days | 5 years 3 months 7 days |
Exercise price | $ 1.75 | $ 0.01 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule Allocation of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-Based Payment Arrangement, Expense | $ 10,560 | $ 1,221 |
Research and Development Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-Based Payment Arrangement, Expense | 5,007 | 461 |
General and Administrative Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-Based Payment Arrangement, Expense | $ 5,553 | $ 760 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | |||
Provision for income taxes | $ 0 | $ 0 | |
Valuation allowance | 30,823,000 | 9,392,000 | |
Change in the Valuation Allowance | 21,400,000 | ||
Unrecognized tax benefit balance | 1,265,000 | 475,000 | $ 468,000 |
Accruals for interest or penalties | 0 | 0 | |
Recognized interest or penalties | $ 0 | $ 0 | |
Cumulative change in Ownership | 50% | ||
CARES act of 2020, net operating loss carryback period | 3 years | ||
Federal | |||
Income Taxes [Line Items] | |||
Net operating loss (NOL) carryforwards | $ 65,800,000 | ||
Federal | Research and Development Tax Credit Carryforward [Member] | |||
Income Taxes [Line Items] | |||
Tax credit carryforwards | 1,300,000 | ||
State | |||
Income Taxes [Line Items] | |||
Net operating loss (NOL) carryforwards | $ 2,600,000 | ||
Net operating loss (NOL) carryforwards, expiration year | 2040 | ||
Tax credit carryforwards | $ 100,000 | ||
Tax Credit carry forward, indefinite | $ 500,000 | ||
State | Beginning Year | |||
Income Taxes [Line Items] | |||
Tax Credit Carryforward, Expiration Year | 2037 | ||
State | Research and Development Tax Credit Carryforward [Member] | |||
Income Taxes [Line Items] | |||
Tax credit carryforwards | $ 600,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax benefit at statutory rates | $ (20,293) | $ (8,089) |
State income tax, net of federal benefit | (386) | (23) |
Permanent items and other | 778 | 101 |
Research and development credits | (1,527) | (15) |
Change in valuation allowance | 21,428 | 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, 2022 | Dec. 31, 2021 |
Components of Deferred Tax Assets [Abstract] | ||
Net operating loss carryforward | $ 13,972 | $ 8,647 |
Research credit carryforwards | 1,725 | 41 |
Capitalized research and development | 12,772 | 0 |
Other, net | 2,354 | 704 |
Total deferred tax assets | 30,823 | 9,392 |
Less valuation allowance | (30,823) | (9,392) |
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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | ||
Beginning Balance | $ 475 | $ 468 |
Additions related to current year positions | 625 | 7 |
Additions related to prior year positions | 165 | 0 |
Ending Balance | $ 1,265 | $ 475 |
401(k) Plan - Additional Inform
401(k) Plan - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Contributions to the plan | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | Mar. 10, 2023 | Jan. 12, 2023 | Dec. 31, 2022 | Feb. 28, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||||
Assets | $ 200,621 | $ 275,259 | |||
Inducement Plan [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock were reserved for issuance | 1,500,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt And Equity Securities Shares Authorized Value | $ 200,000 | ||||
Subsequent Event [Member] | At The Market | |||||
Subsequent Event [Line Items] | |||||
Equity securities shares authorized value | $ 50,000 | ||||
Subsequent Event [Member] | Deposit Account [Member] | |||||
Subsequent Event [Line Items] | |||||
Assets | $ 1,000 |