Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 29, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Surrozen, Inc./DE | ||
Entity Central Index Key | 0001824893 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Common Stock, Shares Outstanding | 30,079,441 | ||
Entity Public Float | $ 76.3 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity File Number | 001-39635 | ||
Entity Tax Identification Number | 98-1556622 | ||
Entity Address, Address Line One | 171 Oyster Point Blvd | ||
Entity Address, Address Line Two | Suite 400 | ||
Entity Address, City or Town | South San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94080 | ||
City Area Code | 650 | ||
Local Phone Number | 489-9000 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Document Transition Report | false | ||
Auditor Firm ID | 42 | ||
Auditor Location | San Francisco, California | ||
Auditor Name | Ernst & Young LLP | ||
Documents Incorporated by Reference | None. | ||
Common Stock | |||
Document Information [Line Items] | |||
Trading Symbol | SRZN | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Security Exchange Name | NASDAQ | ||
Redeemable Warrant | |||
Document Information [Line Items] | |||
Trading Symbol | SRZNW | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Common Stock | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 24,690 | $ 33,091 |
Accounts receivable | 1,978 | 0 |
Short-term marketable securities | 51,148 | 68,760 |
Prepaid expenses and other current assets | 3,489 | 3,338 |
Total current assets | 81,305 | 105,189 |
Property and equipment, net | 3,630 | 4,794 |
Operating lease right-of-use assets | 3,268 | 4,582 |
Long-term marketable securities | 0 | 21,655 |
Restricted cash | 405 | 405 |
Other assets | 827 | 549 |
Total assets | 89,435 | 137,174 |
Current liabilities: | ||
Accounts payable | 658 | 2,718 |
Accrued and other liabilities | 6,848 | 8,662 |
Lease liabilities, current portion | 2,226 | 2,193 |
Total current liabilities | 9,732 | 13,573 |
Lease liabilities, noncurrent portion | 3,376 | 5,600 |
Warrant liability | 326 | 8,301 |
Total liabilities | 13,434 | 27,474 |
Commitments and contingencies (Note 6 and Note 12) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 10,000 shares authorized; no shares issued and outstanding as of December 31, 2022 and 2021 | 0 | 0 |
Common stock, $0.0001 par value, 500,000 shares authorized as of December 31, 2022 and 2021; 30,088 and 35,034 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 3 | 4 |
Additional paid-in-capital | 254,892 | 252,464 |
Accumulated other comprehensive loss | (241) | (119) |
Accumulated deficit | (178,653) | (142,649) |
Total stockholders’ equity | 76,001 | 109,700 |
Total liabilities and stockholders’ equity | $ 89,435 | $ 137,174 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 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 shares, par value | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 |
Common shares, shares issued | 30,088,000 | 35,034,000 |
Common shares, shares outstanding | 30,088,000 | 35,034,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||
Collaboration and license revenue | $ 12,500 | $ 0 |
Operating expenses: | ||
Research and development | 37,013 | 40,177 |
General and administrative | 19,826 | 14,214 |
Total operating expenses | 56,839 | 54,391 |
Loss from operations | (44,339) | (54,391) |
Interest income | 781 | 72 |
Other income (expense), net | 7,554 | (329) |
Net loss | (36,004) | (54,648) |
Unrealized loss on marketable securities, net of tax | (122) | (119) |
Comprehensive loss | $ (36,126) | $ (54,767) |
Net loss per share attributable to common stockholders, basic | $ (1.04) | $ (2.21) |
Net loss per share attributable to common Stockholders, diluted | $ (1.04) | $ (2.21) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic | 34,722 | 24,689 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted | 34,722 | 24,689 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss), Derivative Qualifying as Hedge, Excluded Component, Including Portion Attributable to Noncontrolling Interest | Retained Earnings |
Balance at the beginning at Dec. 31, 2020 | $ 47,293 | $ 2 | $ 135,292 | $ (88,001) | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 18,257,000 | ||||
Issuance of common stock upon Business Combination and PIPE Financing, net of transaction costs and warrant liabilities | 114,465 | $ 2 | 114,463 | ||
Issuance of common stock upon Business Combination and PIPE Financing, net of issuance costs and warrant liabilities, shares | 16,441,000 | ||||
Exercises of stock options | 411 | 411 | |||
Exercises of stock options, shares | 161,000 | ||||
Reclassification to liability for early exercised stock options | (225) | (225) | |||
Vesting of early exercised stock options | 207 | 207 | |||
Repurchase of early exercised stock options, shares | (1,000) | ||||
Repurchase and cancelation of common stock | 0 | ||||
Restricted stock granted, shares | 193,000 | ||||
Restricted stock forfeited, shares | (16,000) | ||||
Stock-based compensation expense | 2,316 | 2,316 | |||
Other comprehensive loss | (119) | $ (119) | |||
Net loss | (54,648) | (54,648) | |||
Balance at the end at Dec. 31, 2021 | 109,700 | $ 4 | 252,464 | (119) | (142,649) |
Balance at the end (in shares) at Dec. 31, 2021 | 35,034,000 | ||||
Reclassification to liability for early exercised stock options | 101 | 101 | |||
Issuance of common stock under Equity Purchase Agreement(Value) | 273 | 273 | |||
Issuance of common stock under Equity Purchase Agreement (Share) | 100,000 | ||||
Issuance of common stock under employee stock purchase plan (Share) | 347,000 | ||||
Issuance of common stock under employee stock purchase plan | 143 | 143 | |||
Repurchase of early exercised stock options, shares | (11,000) | ||||
Repurchase and cancelation of common stock | (2,607) | $ (1) | (2,606) | ||
Repurchase and cancellation of common stock (Share) | (5,382,000) | ||||
Stock-based compensation expense | 4,517 | 4,517 | |||
Other comprehensive loss | (122) | (122) | |||
Net loss | (36,004) | (36,004) | |||
Balance at the end at Dec. 31, 2022 | $ 76,001 | $ 3 | $ 254,892 | $ (241) | $ (178,653) |
Balance at the end (in shares) at Dec. 31, 2022 | 30,088,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities: | ||
Net loss | $ (36,004) | $ (54,648) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,955 | 2,066 |
Stock-based compensation | 4,517 | 2,316 |
Non-cash operating lease expense | 1,314 | 1,231 |
Amortization of premium on marketable securities, net | 108 | 105 |
Change in fair value of warrant liabilities | (7,890) | (71) |
Other expense related to the commitment shares issued to Lincoln Park | 273 | 0 |
Transaction costs allocated to warrants in connection with Business Combination | 0 | 409 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,978) | 0 |
Prepaid expenses and other current assets | (50) | (2,296) |
Other assets | (379) | (510) |
Accounts payable | (2,038) | 857 |
Accrued and other liabilities | (1,782) | 3,789 |
Operating lease liabilities | (2,191) | (2,061) |
Net cash used in operating activities | (44,145) | (48,813) |
Investing activities: | ||
Purchases of property and equipment | (728) | (1,269) |
Purchases of marketable securities | (29,600) | (91,739) |
Proceeds from sales of marketable securities | 0 | 1,100 |
Proceeds from sales of marketable securities | 68,637 | 14,200 |
Net cash provided by (used in) investing activities | 38,309 | (77,708) |
Financing activities: | ||
Proceeds from issuance of common stock upon Business Combination and PIPE Financing, net of transaction costs | 0 | 124,220 |
Proceeds from issuance of common stock upon exercise of stock options | 0 | 411 |
Proceeds from issuance of common stock upon employee stock plan purchases | 143 | 0 |
Repurchase and cancelation of common stock | (2,607) | 0 |
Repurchase of warrants | (85) | 0 |
Repurchase of early exercised stock options | (16) | (1) |
Net cash provided by (used in) financing activities | (2,565) | 124,630 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (8,401) | (1,891) |
Cash, cash equivalents and restricted cash at beginning of year | 33,496 | 35,387 |
Cash, cash equivalents and restricted cash at end of year | 25,095 | 33,496 |
Supplemental disclosure of noncash investing and financing activities: | ||
Conversion of redeemable convertible preferred stock into common stock | 0 | 133,097 |
Assumption of warrant liabilities in Business Combination | 0 | 8,372 |
Transaction costs in Business Combination included in accounts payable and accrued liabilities | 0 | 1,792 |
Purchases of property and equipment included in accounts payable | 85 | 22 |
Vesting of early exercises of stock options | 101 | 207 |
Reclassification to liability for early exercised stock options | 0 | 225 |
Increase in right-of-use assets and lease liabilities due to lease extension | 0 | 257 |
Reconciliation Of Cash Cash Equivalents And Restricted Cash To Consolidated Balance Sheets Abstract | ||
Cash and cash equivalents | 24,690 | 33,091 |
Restricted cash | 405 | 405 |
Cash, cash equivalents and restricted cash | $ 25,095 | $ 33,496 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Note 1. Orga nization and Business Organization Surrozen, Inc., or the Company, formerly known as Consonance-HFW Acquisition Corp., or Consonance, is a clinical stage biotechnology company committed to discovering and developing drug candidates to selectively modulate the Wnt pathway, a critical mediator of tissue repair, in a broad range of organs and tissues. The Company, a Delaware corporation, is located in South San Francisco, California, and it operates and manages its business as one operating segment. Consonance was a blank check company incorporated as a Cayman Islands exempted company on August 21, 2020. It was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On August 11, 2021, Consonance consummated a business combination, or the Business Combination, among Consonance, Perseverance Merger Sub Inc., a subsidiary of Consonance, and Surrozen, Inc., or Legacy Surrozen, a Delaware company incorporated on August 12, 2015. Upon closing of the Business Combination, Consonance became a Delaware corporation and was renamed to Surrozen, Inc., Legacy Surrozen, was renamed to Surrozen Operating, Inc., and Legacy Surrozen continued as a wholly-owned subsidiary of the Company. See Note 3, “ Recapitalization” for additional details. Surrozen Netherlands, B.V. was incorporated in May 2022 and is located in Rotterdam, Netherlands as a wholly-owned subsidiary of Surrozen Operating, Inc. Liquidity The Company has incurred net operating losses each period since inception. During the years ended December 31, 2022 and 2021, the Company incurred a net loss of $ 36.0 million a nd $ 54.6 million, respectively. During the years ended December 31, 2022 and 2021, the Company used $ 44.1 million and $ 48.8 million of cash in operations. As of December 31, 2022, the Company had cash, cash equivalents and marketable securities of $ 75.8 million and an accumulated deficit of approximately $ 178.7 million . The Company expects operating expenses to continue to increase in connection with its ongoing clinical studies and anticipates the need to raise additional capital to continue to execute its long-range business plan. Management believes that the existing cash, cash equivalents and marketable securities are sufficient for the Company to continue operating activities for at least the next 12 months from the date of issuance of its consolidated financial statements. However, if the Company’s anticipated cash burn is greater than anticipated, the Company could use its capital resources sooner than expected which may result in the need to reduce future planned expenditures and/or raise additional capital to continue to fund the operations. |
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 Company’s consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP, as determined by the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, and pursuant to the regulations of the U.S. Securities and Exchange Commission, or SEC. The consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances have been eliminated. The Business Combination discussed in Note 1 was accounted for as a reverse recapitalization with Legacy Surrozen as the accounting acquirer and Consonance as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the consolidated financial statements represents the accounts of Legacy Surrozen at their historical cost as if Legacy Surrozen is the predecessor to the Company. The consolidated financial statements following the closing of the Business Combination reflect the results of the combined entity’s operations. All issued and outstanding common stock and stock awards of Legacy Surrozen and per share amounts contained in the consolidated financial statements for the periods presented prior to the closing of the Business Combination on August 11, 2021 have been retroactively restated to reflect the exchange ratio established in the Business Combination. See Note 3, “ Recapitalization” for additional details. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, revenue recognition, certain accruals for research and development activities, the fair value of common stock prior to the Business Combination, initial fair value of the PIPE Warrants and stock-based compensation expense. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could materially differ from those estimates. Concentration of Credit Risk Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist of cash, cash equivalents and marketable securities. The Company's cash is held by one financial institution that may at times exceed federally insured limits. However, the Company's exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the consolidated balance sheets. The Company believes it is not exposed to significant credit risk on cash. The Company's policy is to invest cash in institutional money market funds and marketable securities with high credit quality to limit the amount of credit exposure. The Company currently maintains a portfolio of cash equivalents and marketable securities in a variety of securities, including money market funds, U.S. government bonds, U.S. government agency debt securities, foreign bonds, commercial paper and corporate debt securities. The Company has not experienced any losses on its cash equivalents and marketable securities. Cash and Cash Equivalents Cash equivalents relate to securities having an original maturity of three months or less at the time of purchase. As of December 31, 2022 and 2021, cash and cash equivalents consisted of bank deposits, money market funds and U.S. government agency debt securities. Restricted Cash As of each of December 31, 2022 and 2021, the Company had $ 0.4 million of restricted cash in the form of a letter of credit for the Company’s facility lease. The restricted cash is classified as a noncurrent asset as the Company is required to maintain the letter of credit for the benefit of the landlord until the end of the lease term in April 2025. Marketable Securities The Company invests its excess cash in marketable U.S. government bonds, foreign bonds, commercial paper and corporate debt securities. All marketable securities have been classified as available-for-sale and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. The Company does not buy or hold securities principally for the purpose of selling them in the near future. The Company’s policy is focused on the preservation of capital, liquidity, and return. From time to time, the Company may sell certain securities, but the objectives are generally not to generate profits on short-term differences in price. Short-term marketable securities have maturities less than or equal to one year as of the balance sheet date. Long-term marketable securities have maturities greater than one year as of the balance sheet date. These marketable securities are carried at estimated fair value with unrealized holding gains and losses included in accumulated other comprehensive loss in stockholders’ equity until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. Interest income is recognized in the consolidated statements of operations and comprehensive loss when earned. The Company periodically evaluates its available-for-sale marketable securities for impairment. When the fair value of a marketable security is below its amortized cost basis, the amortized cost is reduced to its fair value if it is more likely than not that the Company is required to sell the impaired security before recovery of its amortized cost, or the Company has the intention to sell the security. If neither of these conditions are met, the Company determines whether the impairment is due to credit losses by comparing the present value of the expected cash flows of the security with its amortized cost basis. The amount of impairment recognized is limited to the excess of the amortized cost basis over the fair value of the security. An allowance for credit losses for the excess of amortized cost basis over the expected cash flows, if any, is recorded in other income (expense), net on the consolidated statements of operations. Impairment losses that are not credit-related are included in accumulated other comprehensive loss in stockholders’ equity. Property and Equipment Property and equipment, including leasehold improvements, are recorded at cost net of accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Asset Estimated useful life Leasehold improvements Shorter of useful life of asset or lease term Computer equipment 3 years Furniture, fixtures and equipment 3 - 8 years Lab equipment 3 years When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the consolidated balance sheet and the resulting gain or loss is recognized in the period realized. Maintenance and repairs are expensed as incurred. Leases Material leases with a term longer than one year are recognized as right-of-use, or ROU, assets and lease liabilities in the Company's consolidated balance sheets. The Company determines the lease classification and measurement of its ROU assets and lease liabilities at the lease commencement date and thereafter if modified. The Company uses its incremental borrowing rate, based on the information available at the commencement date, to determine the present value of lease payments if the rate implicit in the lease is not readily available. The ROU asset is based on the measurement of the lease liability and is adjusted for lease incentives provided by the landlord. Lease expense for the Company’s operating leases is recognized on a straight-line basis over the lease term. The lease term includes any renewal options and termination options that the Company is reasonably assured to exercise. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount to the future net undiscounted cash flows which the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from the asset. The Company has not identified any such impairment losses to date. Warrant Liabilities The Company's Public Warrants, Private Placement Warrants and PIPE Warrants were classified as liabilities (see Note 11). A t the end of each reporting period, any changes in fair value during the period are recognized in other income (expense), net within the consolidated statements of operations and comprehensive loss. No Private Placement Warrants were outstanding as of December 31, 2022 as a result of the repurchase of 1.3 million warrants in December 2022 (see Note 9). The Company will continue to adjust the warrant liabilities pertaining to the outstanding warrants for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time such warrants will be reclassified to additional paid-in capital. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (Topic 606) , when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for these goods or services. To determine revenue recognition for the arrangement that is within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services transferred to the customer. At contract inception, the Company assesses the goods or services promised within the contract, determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligations when or as the performance obligations are satisfied. The Company constrains its estimate of the transaction price up to the amount (the variable consideration constraint) that a significant reversal of recognized revenue is not probable. The Company records accounts receivable for amounts billed to the customer for which the Company has an unconditional right to consideration. The Company assesses accounts receivable for impairment and, to date, no impairment losses have been recorded. The Company has a collaboration and license agreement with BI to which the Company licensed certain rights to its intellectual property (see Note 7) that is determined within the scope of ASC 606. The terms of the CLA include payment to the Company of a non-refundable upfront payment, development, regulatory and commercial milestone payments and royalties on net sales of licensed products. Licenses of Intellectual Property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promised goods or services, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone Payments: At contract inception, the Company using the most likely amount method evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received or the underlying activity has been completed. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue in the period of adjustment. Royalties: The Company recognizes sales-based royalties as revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalties that have been allocated have been satisfied (or partially satisfied). The incremental costs of obtaining a customer contract are expensed as and when incurred if the amortization period of the asset that would have been recognized is one year or less. Research and Development Expenses Research and development costs are expensed as incurred. Research and development costs consist of external and internal expenses directly attributable to the conduct of research and development programs. The external expenses include the costs of services provided by outside contractors, clinical research organizations and contract manufacturing organizations. The internal expenses include the costs of salaries, bonus, payroll taxes, stock-based compensation, employee benefits, materials, supplies, depreciation on and maintenance of research equipment, and the allocated facility-related costs, such as rent, utilities, insurance, repairs and maintenance, and general support services. The Company has entered into and may continue to enter into licensing or subscription arrangements to access and utilize certain technology. In each case, the Company evaluates if the license agreement results in the acquisition of an asset or a business. To date, none of the Company’s license agreements have been considered an acquisition of a business. For asset acquisitions, the upfront payments to acquire such licenses, as well as any future milestone payments made before product approval that do not meet the definition of a derivative, are immediately recognized as research and development expense when they are paid or become payable, provided there is no alternative future use of the rights in other research and development projects. Accrued Research and Development Expenses The Company records accruals for estimated costs of research, preclinical, clinical, and manufacturing development, which are significant components of research and development expenses, within accrued and other liabilities in the accompanying consolidated balance sheets. A substantial portion of the Company’s ongoing research and development activities is conducted by third-party service providers. The Company accrues the costs under agreements with these third parties as incurred. The Company estimates the amounts incurred in each period based on the information available and its knowledge of the nature of the contractual activities generating such costs. Clinical trial contract expenses are accrued based on units of activity. Payments made to third parties under these arrangements in advance of the performance of the related services by the third parties are recorded as prepaid expenses until the services are rendered. For the years ended December 31, 2022 and 2021, the Company has not experienced any material differences between accrued costs and actual costs incurred. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company adjusts accrued expenses or prepaid expenses accordingly, which impacts research and development expenses. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low in any particular period. Stock-Based Compensation The Company recognizes stock-based compensation expense for all stock-based awards. For stock option awards, stock-based compensation cost is estimated at the grant date based on the fair value of the equity for financial reporting purposes and is recognized as expense on a straight-line basis over the requisite service period. Under the Company's employee stock purchase plan, stock-based compensation cost is measured at the beginning of the offering period and recognized on a straight-line basis over the offering period. Forfeitures are accounted for as they occur. The Company has elected to calculate the fair value of awards using the Black-Scholes option pricing model, or the Black-Scholes Model. The Black-Scholes Model requires the use of various assumptions including common stock valuation, expected option life and expected stock price volatility. The Company estimates the expected term for stock options using the simplified method as the midpoint between the vesting date and the contractual expiration date of the award as the Company has limited historical exercise information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. Due to the limited trading history of the Company’s stock, the Company estimates the volatility using volatilities of a group of public companies in a comparable industry, stage of life cycle, and size. The interest rate is derived from the U.S. Treasury instruments with maturities similar to the expected term of the options. The Company has not declared nor expects to declare dividends. Therefore, there is no dividend impact on the valuation of options. Prior to the Business Combination, the fair value of common stock was determined considering numerous objective and subjective factors and requires judgment. These objective and subjective factors include, but are not limited to: • relevant precedent transactions involving the Company’s capital stock; • contemporaneous valuations performed by third-party specialists; • rights, preferences, and privileges of the Company’s redeemable convertible preferred stock relative to those of the Company’s common stock; • actual operating and financial performance; • current business conditions and financial projections; • likelihood of achieving a liquidity event, such as an initial public offering or a sale of the Company’s business; • the lack of marketability of the Company’s common stock, and the illiquidity of stock-based awards involving securities in a private company; • market multiples of comparable publicly traded companies; • stage of development; • industry information such as market size and growth; and • U.S. and global capital and macroeconomic conditions. Following the closing of the Business Combination, the fair value of our common stock has been determined based on the quoted market price of our common stock. Comprehensive Loss The Company’s comprehensive loss consists of unrealized losses on available-for-sale securities. Net Loss Per Share Basic net loss per share is calculated by dividing the net loss attributable to common stock by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive securities. Since the Company was in a loss position for the periods presented, basic net loss per share is the same as diluted net loss per share as the effects of the potentially dilutive securities are antidilutive. The following table presents the potential common stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive (in thousands): December 31, 2022 2021 Options outstanding 3,896 1,794 Unvested restricted stock 105 161 Unvested common stock subject to repurchase 22 75 Warrants to purchase common stock 5,907 7,218 Total 9,930 9,248 Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is more likely than not of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits require significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to unrecognized tax benefits. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Recapitalization
Recapitalization | 12 Months Ended |
Dec. 31, 2022 | |
Recapitalization Note [Abstract] | |
Recapitalization | Note 3. Recapitalization On August 11, 2021, Consonance consummated the Business Combination (see Note 1). Immediately after the consummation of the Business Combination, certain investors subscribed for and purchased an aggregate of 12.0 million units, each consisting of one share of the Company’s common stock and one-third of one redeemable warrant, for a purchase price of $ 10.00 per unit through a private investment in public entity financing, or PIPE Financing. In connection with the Business Combination and PIPE Financing, Legacy Surrozen received the aggregate cash consideration of $ 128.8 million, after deducting the transaction fees incurred by Consonance. The cash consideration was comprised of $ 8.6 million in proceeds from issuance of common stock upon the closing of the Business Combination and $ 120.2 million in proceeds from the PIPE Financing. The Company incurred transaction costs of $ 6.3 million, consisting of legal, accounting and other professional services directly related to the Business Combination, $ 0.4 million of which were allocated to the warrant liabilities assumed and recognized as other expenses when incurred. The remaining $ 5.9 million were recorded as a reduction of additional paid-in capital in the consolidated balance sheet. Legacy Surrozen was deemed the accounting acquirer in the Business Combination and the Business Combination was accounted for as a reverse recapitalization based on the following predominant factors: • Legacy Surrozen’s stockholders have the greatest voting interest in the Company; • The Company’s board and senior management are primarily composed of individuals associated with Legacy Surrozen; and • Legacy Surrozen is the larger entity based on historical operating activity and has the larger employee base at the time of the Business Combination. Accordingly, for accounting purposes, the reverse recapitalization was treated as the equivalent of Legacy Surrozen issuing stock for the net assets of Consonance, accompanied by a recapitalization. The net assets of Consonance are stated at historical cost, with no goodwill or other intangible assets recorded. Pursuant to the business combination agreement, upon the closing of the Business Combination, (i) each share of redeemable convertible preferred stock of Legacy Surrozen (on an as converted to common stock basis) and each share of common stock of Legacy Surrozen, whether vested or unvested, was converted into 0.175648535 shares of the Company’s common stock and (ii) each outstanding option to purchase common stock of Legacy Surrozen was converted into an option to purchase shares of the Company’s common stock based on an exchange ratio of 0.175648535 , or the Exchange Ratio, with corresponding adjustments to the exercise price. All issued and outstanding common stock, preferred stock and stock awards of Legacy Surrozen and corresponding capital amounts contained in the consolidated financial statements for the periods presented prior to the closing of the Business Combination have been retroactively restated to reflect the conversion. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 4. Fair Value Measurement The Company records its financial assets and liabilities at fair value. The carrying amount of the Company's financial instruments, including cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and accrued and other liabilities, approximate their fair value due to their short-term maturities. The accounting guidance for fair value establishes a framework for measuring fair value and a fair value hierarchy that prioritizes the inputs used in valuation techniques. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value as follows: Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following tables summarize the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 9,194 $ — $ — $ 9,194 Commercial paper — 22,549 — 22,549 Corporate bonds — 10,797 — 10,797 Government bonds — 17,802 — 17,802 Government agency debt securities (1) — 3,982 — 3,982 Total financial assets measured at fair value $ 9,194 $ 55,130 $ — $ 64,324 Liabilities (2) : Public Warrants $ 151 $ — $ — $ 151 PIPE Warrants — 175 — 175 Total financial liabilities measured at fair value $ 151 $ 175 $ — $ 326 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 32,310 $ — $ — $ 32,310 Commercial paper — 49,136 — 49,136 Corporate bonds — 19,480 — 19,480 Government bonds — 18,082 — 18,082 Foreign bonds — 3,717 — 3,717 Total financial assets measured at fair value $ 32,310 $ 90,415 $ — $ 122,725 Liabilities (2) : Public Warrants $ 3,527 $ — $ — $ 3,527 Private Placement Warrants — 166 — 166 PIPE Warrants — 4,608 — 4,608 Total financial liabilities measured at fair value $ 3,527 $ 4,774 $ — $ 8,301 (1) They are included in cash and cash equivalents on the consolidated balance sheets as of December 31, 2022 and 2021. (2) See the definition and discussion of Public Warrants, Private Placement Warrants and PIPE Warra nts in Note 11. Corporate bonds, commercial paper, foreign bonds, government bonds and government agency debt securities are classified as Level 2 as they were valued based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. The Public Warrants are classified as Level 1 due to the use of an observable market quote in an active market. The Private Placement Warrants are classified as Level 2 due to the use of observable market data for identical or similar liabilities. The fair value of each Private Placement Warrant was determined to be consistent with that of a Public Warrant because the Private Warrants are also subject to the make-whole redemption feature, which allows the Company to redeem both types of warrants on similar terms when the stock price is in the range of $ 10 to $ 18 per share. The PIPE Warrants were initially recorded in 2021 at fair value using a binomial lattice model. The PIPE Warrants were classified as Level 3 at issuance because the fair value was measured based on significant inputs that are unobservable in the market. The significant unobservable input used in the fair value measurement of the PIPE Warrants is the expected volatility. The expected volatility was implied from the market price of the Company’s Public Warrants. The expected term was based on the remaining contractual term of the PIPE Warrants, and the risk-free interest rate was based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the expected term. The dividend rate is based on the historical rate, which the Company anticipated remaining at zero. The key inputs into the binomial lattice model for the PIPE Warrants at the initial measurement were as follows: August 11, 2021 Expected term (in years) 5.01 Expected volatility 18.90 % Risk-free interest rate 0.81 % Dividend yield — Given the adequate history of the market data of the Public Warrants as of December 31, 2022 and 2021, the PIPE Warrants were remeasured at December 31, 2022 and 2021 based on the observable market quote of the Public Warrants and are classified as Level 2. The valuation technique was changed since the fair value of the Public Warrant is equally or more representative of the fair value of the PIPE Warrants. The fair value of each PIPE Warrant was determined to be consistent with that of a Public Warrant because the PIPE Warrants are also subject to the make-whole redemption feature, which allows the Company to redeem both types of warrants on similar terms. There were no changes to the valuation methods utilized, and there were no transfers of financial instruments for the year ended December 31, 2022. The following table sets forth a summary of the changes in the fair value of the Company’s warrant liabilities for the years ended December 31, 2022 and 2021 (in thousands): Public Warrants Private Placement Warrants PIPE Warrants Total Warrant Liabilities Balance, December 31, 2020 $ — $ — $ — $ — Assumption in Business Combination 3,557 168 4,647 8,372 Change in fair value upon remeasurement (1) ( 30 ) ( 2 ) ( 39 ) ( 71 ) Balance, December 31, 2021 3,527 166 4,608 8,301 Change in fair value upon remeasurement (1) ( 3,354 ) ( 157 ) ( 4,379 ) ( 7,890 ) Repurchase (Note 9) ( 22 ) ( 9 ) ( 54 ) ( 85 ) Balance, December 31, 2022 $ 151 $ — $ 175 $ 326 (1) The change in fair value of the warrant liabilities was recognized in other income (expense), net within the consolidated statements of operations and comprehensive loss. The following tables provide the Company’s marketable securities by security type (in thousands): As of December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 22,549 $ — $ — $ 22,549 Corporate bonds 10,817 1 ( 21 ) 10,797 Government bonds 18,023 — ( 221 ) 17,802 Total short-term marketable securities $ 51,389 $ 1 $ ( 242 ) $ 51,148 As of December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 49,136 $ — $ — $ 49,136 Corporate bonds 15,920 4 ( 17 ) 15,907 Foreign bonds 3,725 — ( 8 ) 3,717 Total short-term marketable securities $ 68,781 $ 4 $ ( 25 ) $ 68,760 Government bonds $ 18,165 $ — $ ( 83 ) $ 18,082 Corporate bonds 3,588 — ( 15 ) 3,573 Total long-term marketable securities $ 21,753 $ — $ ( 98 ) $ 21,655 The following table indicates the length of the time that individual securities have been in a continuous unrealized loss position (dollars in thousands): As of December 31, 2022 As of December 31, 2021 Less Than 12 Months Less Than 12 Months Number of Investments Fair Value Unrealized Losses Number of Investments Fair Value Unrealized Losses Corporate bonds 4 $ 9,719 $ 21 5 $ 12,572 $ 32 Government bonds 3 17,802 221 3 18,082 83 Foreign bonds — — — 2 3,717 8 Total 7 $ 27,521 $ 242 10 $ 34,371 $ 123 As of December 31, 2022 and 2021, all short-term marketable securities had maturities of one year or less. All long-term marketable securities as of December 31, 2021 had maturities of greater than one year but less than two years. There have been no significant realized gains or losses on the marketable securities during the years ended December 31, 2022 and 2021. The Company periodically reviews the available-for-sale investments for credit losses. All investments with unrealized losses have been in a loss position for less than 12 months. The Company determined that the unrealized loss was primarily attributed to changes in current market interest rates and not to credit quality. The Company does not intend to sell the marketable securities that are in an unrealized loss position, nor is it more likely than not that the Company will be required to sell the marketable securities before the recovery of the amortized cost basis, which may be at maturity. As a result, the Company did no t recognize any allowance for credit losses as of December 31, 2022. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Note 5. Balance Sheet Components Property and Equipment, Net Property and equipment, net consists of the following (in thousands): December 31, 2022 2021 Leasehold improvements $ 7,052 $ 7,052 Lab equipment 7,515 6,881 Furniture and office equipment 299 309 Computer equipment 119 93 Total property and equipment 14,985 14,335 Less: accumulated depreciation ( 11,355 ) ( 9,541 ) Property and equipment, net $ 3,630 $ 4,794 Depreciation expenses for the years ended December 31, 2022 and 2021 w as $ 2.0 million and $ 2.1 million, respectively. Accrued and Other Liabilities Accrued and other liabilities consist of the following (in thousands): December 31, 2022 2021 Accrued payroll and related expenses $ 3,964 $ 2,887 Accrued research and development expenses 1,665 3,666 Accrued professional service fees 638 1,520 Liability for early exercised stock options 89 205 Other 492 384 Accrued and other liabilities $ 6,848 $ 8,662 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 6. Leases In August 2016, the Company entered into a lease agreement for office and lab space, which consists of approximately 32,813 square feet of rental space in South San Francisco, California. The office space lease is classified as an operating lease. The initial lease term commenced in May 2017 and ends in April 2025 , with rent payments escalating each year. The Company has options to extend the lease for additional years, but the exercise of the option was not reasonably certain. In connection with the lease, the Company maintains a letter of credit for the benefit of the landlord in the amount of $ 0.4 million, which is recorded as restricted cash in the consolidated balance sheets. In January 2020, the Company entered into a lease agreement for a term of 18 months commencing June 2020 for approximately 6,478 square feet of office space. This office space lease, which was classified as an operating lease, was amended in September 2021 and expired in June 2022. The operating lease expense for the years ended December 31, 2022 and 2021 was $ 1.9 million and $ 2.0 million . Aggregate future minimum rental payments under the operating leases as of December 31, 2022, were as follows (in thousands): Year ending December 31, 2023 $ 2,596 Year ending December 31, 2024 2,670 Year ending December 31, 2025 891 Total lease payments 6,157 Less: Imputed interest ( 555 ) Operating lease liabilities $ 5,602 The following represents supplemental information related to the Company’s operating facility leases: December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 2,743 $ 2,856 Weighted-average remaining lease term (in years) 2.33 3.25 Weighted-average discount rate 8.48 % 8.43 % |
Collaboration and License Agree
Collaboration and License Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Collaboration and License Agreements | Note 7. Collaboration and License Agreements Collaboration and License Agreement with Boehringer Ingelheim International GmbH In October 2022, the Company executed the CLA with BI to research, develop and commercialize Fzd4 bi-specific antibodies designed using the Company’s SWAP technology, including SZN-413. The Company and BI are conducting partnership research focused on SZN-413 during a one-year period, which BI has the right to extend by up to six months. The Company granted BI an exclusive, royalty-bearing, worldwide, sublicensable license, under the applicable patents and know-how, to develop, manufacture and commercialize, for all uses, one lead and two back-up Fzd4 bi-specific antibodies selected by BI and their derivatives. After an initial period of joint research, BI shall be responsible for all further research, preclinical and clinical development, manufacturing, regulatory approvals, and commercialization of licensed products at its expense. Unless terminated earlier or expiring on account of BI not selecting at least one Fzd4 bi-specific antibody within sixty days after the end of the partnership research, the CLA will remain effective, on a country-by-country and product-by-product basis, until the expiration of BI's royalty obligations. BI has the right to terminate the CLA for any reason after a specified notice period. Each party has the right to terminate the CLA on account of the other party’s bankruptcy or material, uncured breach. Under the terms of the CLA, BI agreed to pay a non-refundable upfront payment of $ 12.5 million less any applicable withholding tax, success-based milestone payments up to a total of $ 587.0 million and mid-single digit to low-double digit royalties on net sales of the licensed products should any reach commercialization. The royalty payments will be subject to reduction due to patent expiration, generic competition and payments made under certain licenses for third-party intellectual property. The Company received $ 10.5 million of the upfront payment from BI in November 2022. The associated withholding tax of $ 2.0 million is expected to be refunded to the Company in 2023. The Company determined that the CLA is within the scope of ASC 606. The Company evaluated the promised goods and services and determined that the license to the Company's intellectual property granted to BI represented one performance obligation for the purposes of conducting the partnership research and further development on SZN-413. The transaction price was determined to be $ 12.5 million, which is the non-refundable upfront payment. Variable consideration related to future milestones was fully constrained because the Company cannot conclude that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur, given the inherent uncertainty of success with these future milestones. For sales-based royalties, the Company determined that the license is the predominant item to which the royalties relate to. Accordingly, the Company will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all the royalty has been allocated has been satisfied (or partially satisfied). The Company will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. During the year ended December 31, 2022, the Company recognized the non-refundable upfront payment of $ 12.5 million as collaboration and license revenue at a point in time upon delivery of the license. The associated withholding tax of $ 2.0 million to be refunded was recognized as accounts receivable as of December 31, 2022. |
License Agreement
License Agreement | 12 Months Ended |
Dec. 31, 2022 | |
License Agreements [Abstract] | |
License Agreements | Note 8. License Agreements Stanford License Agreements In March 2016, the Company entered into a license agreement with Stanford University , or the 2016 Stanford Agreement, which was amended in July 2016, October 2016 and January 2021, pursuant to which the Company obtained from Stanford a worldwide, exclusive, sublicensable license under certain patents, rights, or licensed patents and technology related to its engineered Wnt surrogate molecules to make, use, import, offer to sell and sell products that are claimed by the licensed patents or that use or incorporate such technology, or licensed products, for the treatment, diagnosis and prevention of human and veterinary diseases. The Company agreed to pay Stanford (i) nominal annual license maintenance fees which are creditable against earned royalties owed to Stanford for the same year, (ii) an aggregate of up to $ 0.9 million for the achievement of specified development and regulatory milestones, and (iii) an aggregate of up to $ 5.0 million for achievement of specified sales milestones. Stanford is also entitled to receive royalties from the Company equal to a very low single digit percentage of the Company’s and its sublicensees’ net sales of licensed products that are covered by a valid claim of a licensed patent. Additionally, the Company agreed to pay Stanford a sub-teen double digit percentage of certain consideration the Company receives as a result of granting sublicenses to the licensed patents. However, the Company and Stanford may be able to negotiate a lower non-royalty sublicense percentage based on then-current value of the licensed patents for each sublicense product. If the Company is acquired, it agreed to pay a one-time change of control fee in the low six figures. Stanford retains the right under the 2016 Stanford Agreement, on behalf of itself, Stanford Hospital and Clinics, the University of Washington and all other non-profit research institutions, to practice the licensed patents and technology for any non-profit purpose. The licensed patents and technology are additionally subject to a non-exclusive, irrevocable, worldwide license held by the Howard Hughes Medical Institute to practice the licensed patents and technology for its research purposes, but with no right to assign or sublicense. In June 2018, the Company entered into another license agreement with Stanford, or the 2018 Stanford Agreement, pursuant to which the Company obtained from Stanford a worldwide, exclusive, sublicensable license under certain patent rights related to its surrogate R-spondin proteins, or the licensed patents, to make, use, import, offer to sell and sell products that are claimed by the licensed patents, or licensed products, for the treatment, diagnosis and prevention of human and veterinary diseases, or the exclusive field. Additionally, Stanford granted the Company a worldwide, non-exclusive, sublicensable license under the licensed patents to make and use licensed products for research and development purposes in furtherance of the exclusive field and a worldwide, non-exclusive license to make, use and import, but not to offer to sell or sell licensed products in any other field of use. The Company agreed to pay Stanford an aggregate of up to $ 0.4 million for the achievement of specified development and regulatory milestones. Stanford is also entitled to receive royalties from the Company equal to a sub-single digit percentage of the Company’s and its sublicensees’ net sales of licensed products. Additionally, Stanford is entitled to receive a one-time payment in the low six figures for each sublicense of the licensed patents that the Company grants to a third party and, if the Company is acquired, a one-time nominal change of control fee. For the year ended December 31, 2022, the Company incurred research and development expenses of approximately $ 0.2 million under the Stanford Agreements, pertaining to the sublicense fee in connection with the upfront payment received from BI. For the year ended December 31, 2021, the Company incurred research and development expenses of approximately $ 0.1 million under the Stanford Agreements. No milestones have been achieved as of December 31, 2022. UCSF License and Option Agreements In September and October 2016, the Company entered into two separate license and option agreements with The Regents of the University of California, or the UCSF Agreements, pursuant to which the Company obtained exclusive licenses from UCSF for internal research and antibody discovery purposes and an option to negotiate with UCSF to obtain an exclusive license under UCSF’s rights in the applicable library to make, use, sell, offer for sale and import products incorporating antibodies identified or resulting from the Company’s use of such library, or licensed products. In January 2020, the Company amended and restated the UCSF Agreements to provide non-exclusive licenses to make and use a certain human Fab naïve phage display library and to make and use a certain phage display llama VHH single domain antibody library for internal research and antibody discovery purposes and an option to negotiate with UCSF to obtain a non-exclusive commercial license under UCSF’s rights in the applicable library to make, use, sell, offer for sale and import products incorporating antibodies identified or resulting from the Company’s use of such library, or licensed products. In March 2022, the Company exercised the option under the UCSF Agreements and entered into a non-exclusive commercial license agreement to make and use licensed products derived from the phage display llama VHH single domain antibody library. Under the commercial license agreement, the Company paid UCSF a nominal license issue fee and agreed to pay a nominal annual license maintenance fee, five- to six-digit payments per licensed product upon achievement of a regulatory milestone, nominal minimum annual royalties and earned royalties equal to a sub-single digit percentage of the Company’s and the Company’s sublicensees’ net sales of licensed products. For the year ended December 31, 2022, the Company incurred research and development expenses o f $ 0.1 million under the UCSF Agreements as a result of the CLA. For the year ended December 31, 2021, the Company incurred research and development expenses of $ 50,000 under the UCSF Agreements. No milestones have been achieved as of December 31, 2022. Distributed Bio Subscription Agreement In September 2016, the Company entered into, and in January 2019 the Company amended, an antibody library subscription agreement with Charles River Laboratories International, Inc., formerly known as Distributed Bio, or the Distributed Bio Agreement, in which the Company obtained from Distributed Bio a non-exclusive license to use Distributed Bio’s antibody library to identify antibodies directed to an unlimited number of the Company’s proprietary targets and to make, use, sell, offer for sale, import and exploit products incorporating the antibodies that the Company identifies, or licensed products. In consideration for the rights granted to the Company under the Distributed Bio Agreement, the Company paid Distributed Bio a nominal upfront fee and an additional nominal fee upon entering into the amendment. The Company agreed to pay Distributed Bio an annual fee in the low six figures after the first three years. Additionally, the Company agreed to pay Distributed Bio an aggregate of $ 5.9 million for each licensed product that achieves specified development, regulatory and commercial milestones and royalties equal to a very low single digit percentage of the Company’s and its sublicensees’ net sales of licensed products. The Company’s obligation to pay royalties will end for each licensed product ten years after its first commercial sale. For the years ended December 31, 2022 and 2021, the Company incurred research and development expenses of $ 0.2 million and $ 0.3 million under the Distributed Bio Agreement, including the milestone payment of $ 0.1 million and $ 50,000 , respectively, as the Company achieved milestones with regard to the Phase 1 clinical trial for SZN-1326. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9. Related Party Transactions Repurchase of Common Stock and Common Stock Warrants On December 12, 2022, the Company entered into a securities purchase agreement with entities affiliated with Consonance Capital Management LP, collectively the Consonance Entities. Pursuant to the agreement, the Company repurchased 5.4 million shares of common stock and warrants to purchase 1.3 million shares of common stock from the Consonance Entities for an aggregate purchase price of approximately $ 2.7 million, or the Repurchase. Following the Repurchase, the Consonance Entities no longer hold any shares of common stock or warrants. The shares of common stock repurchased were constructively retired and the common stock warrants repurchased were subsequently cancelled. The total purchase price was allocated to the repurchase of common stock warrants based on the fair value of the warrants remeasured on the repurchase date, resulting in the derecognition of warrant liabilities of $ 0.1 million. The remaining $ 2.6 million allocated to the repurchase of common stock was recorded as a reduction of equity on the consolidated balance sheets. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 10. Stockholders’ Equity Equity Purchase Agreement In February 2022, the Company entered into the Equity Purchase Agreement with Lincoln Park Capital Fund, LLC, or Lincoln Park, pursuant to which Lincoln Park is obligated to purchase up to $ 50.0 million of the Company’s common stock with a maximum of 7.0 million shares from time to time at the Company’s sole discretion over a 36-month period commencing on April 27, 2022. The Company also entered into a registration rights agreement with Lincoln Park pursuant to which the Company filed with the SEC the registration statement to register for resale under the Securities Act of 1933, as amended, the shares of common stock that have been or may be issued to Lincoln Park under the Equity Purchase Agreement. The registration statement was effective on April 5, 2022. Upon execution of the Equity Purchase Agreement, the Company issued 0.1 million shares of common stock to Lincoln Park with the fair value of $ 0.3 million as consideration for Lincoln Park’s commitment to purchase the Company’s common stock, which was included in other income (expense), net on the consolidated statements of operations and comprehensive loss. In the event that the Company sells its common stock under the Equity Purchase Agreement for an aggregate price equal to or greater than $ 30.0 million, the Company shall pay an additional commitment fee of $ 0.1 million in cash to Lincoln Park. As contemplated by the Equity Purchase Agreement, and so long as the closing price of the Company’s common stock exceeds $ 1.00 per share, the Company may direct Lincoln Park, at its sole discretion, to purchase up to 30,000 shares of its common stock, or the Regular Purchase Share Limit, on any business day at a purchase price per share equal to the lower of: (i) the lowest price of the Company’s common stock on the applicable purchase date and (ii) the average of the three lowest closing prices of the Company’s common stock during the ten consecutive business days preceding such purchase date. The Regular Purchase Share Limit may be increased to up to 35,000 shares and 40,000 shares if the closing price of the Company’s common stock is not below $ 10.00 per share and $ 12.00 per share, respectively. Any single purchase of the Company’s common stock shall not exceed $ 3.5 million. The Company may also direct Lincoln Park to purchase additional shares no less than the Regular Purchase Share Limit and no greater than 0.5 million shares at a purchase price per share equal to 96% of the lower of (i) the closing price of the Company’s common stock on the purchase date and (ii) the volume weighted average price of the Company’s common stock on the purchase date. As of December 31, 2022, the Company has no t sold any shares of common stock under the Equity Purchase Agreement. At-the-Market Offering In connection with its shelf registration statement on Form S-3 filed in December 2022, the Company entered into a sales agreement with Guggenheim Securities, LLC to issue and sell the Company's common stock up to $ 23.0 million, or the 2022 ATM. The compensation payable to Guggenheim is equal to 3.0 % of the gross sales price of any shares sold through it pursuant to the sales agreement. As of December 31, 2022, the Company has no t sold any shares of common stock under the 2022 ATM. |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Common Stock Warrants | Note 11. Common Stock Warrants In connection with the Business Combination, Legacy Surrozen, as the accounting acquirer, was deemed to assume 3.1 million warrants held by Consonance’s stockholders, or the Public Warrants, and 0.1 million warrants held by Consonance’s sponsor, or the Private Placement Warrants. In addition, immediately after the consummation of the Business Combination, certain investors subscribed for and purchased an aggregate of 12.0 million units in the PIPE Financing, consisting of 12.0 million shares of the Company’s common stock and 4.0 million warrants, or the PIPE Warrants. In conjunction with the Repurchase (see Note 9), the Company repurchased 0.3 million Public Warrants, 0.1 million Private Placement Warrants and 0.8 million PIPE Warrants. As of December 31, 2022, the following common stock warrants were outstanding (in thousands, except per share amounts): Type Classification Expiration Date Exercise Price per Share Number of Warrants Fair Value Public Warrants Liability August 12, 2026 $ 11.50 2,733 $ 151 PIPE Warrants Liability August 12, 2026 11.50 3,174 175 Total 5,907 $ 326 Public Warrants Each whole Public Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $ 11.50 per share, at any time commencing on November 23, 2021 and terminating at the earlier of August 12, 2026 or upon redemption or liquidation. The exercise price and number of shares issuable upon exercise of the Public Warrants may be adjusted in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. The Company would not be obligated to deliver any shares of common stock pursuant to the exercise of a Public Warrant and would have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the common stock underlying the Public Warrants is then effective. The registration statement on Form S-1 to register for resale under the Securities Act of 1933, as amended, was effective in November 2021. The Company will use its commercially reasonable efforts to maintain the effectiveness of the registration statement until the expiration or redemption of the Public Warrants. If the Company fails to have maintained an effective registration statement, the Public Warrant holders have the right to exercise the Public Warrants on a cashless basis until such time as there is an effective registration statement. The Company may redeem the outstanding Public Warrants at a price of $ 0.01 per warrant if the closing price of common stock equals or exceeds $ 18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and similar transaction). Additionally, the Company may redeem the outstanding Public Warrants at a price of $ 0.10 per warrant if the closing price of common stock equals or exceeds $ 10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and similar transaction). Notice of redemption shall be mailed to the Public Warrant holders no less than 30 days prior to the redemption date, or the Redemption Period. If the closing price of common stock equals or exceeds $ 10.00 per share and is less than $ 18.00 per share, during the Redemption Period, the Public Warrant holders may elect to exercise their Public Warrants on a cashless basis based on a make-whole table. In no event will the Company be required to net cash settle the Public Warrants. The Public Warrant holders do not have the rights or privileges of common stockholders and any voting rights until they exercise their Public Warrants and receive common stock. Private Placement Warrants The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) will not be redeemable so long as they are held by Consonance Life Sciences, a Cayman Islands limited liability company, or the Sponsor, or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. There were no Private Placement Warrants outstanding as of December 31, 2022. PIPE Warrants Each whole PIPE Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $ 11.50 per share, at any time commencing on November 23, 2021 and terminating on August 12, 2026 . The PIPE Warrants are the same in all respects as the Public Warrants except that the PIPE Warrants were not redeemable before August 12, 2022. Classification The Public Warrants, Private Placement Warrants and PIPE Warrants are not considered indexed to the Company’s common stock as certain provisions of the warrant agreements could change the settlement amount of these warrants. As a result, they are classified as liabilities and recorded at fair value with subsequent change in their respective fair value recognized in other income (expense), net within the consolidated statements of operations and comprehensive loss. See Note 4 for the discussion of warrant valuations. |
Stock Based Compensation Plan
Stock Based Compensation Plan | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation Plan | Note 12. Stock-Based Compensation Plan The Company maintains the 2021 Equity Incentive Plan, or the 2021 Plan, which provides for the granting of stock awards to employees, directors and consultants. Options granted under the 2021 Plan may be either incentive stock options or nonqualified stock options to purchase common stock. Options granted under the 2021 Plan expire no later than 10 years from the date of grant. Options under the 2021 Plan generally vest over four years. As of December 31, 2022, there were 3.7 million shares of common stock available for issuance under the 2021 Plan. Prior to the Business Combination, Legacy Surrozen maintained the 2015 Stock Plan, or the 2015 Plan, which provided for the granting of options to purchase shares of common stock to officers, employees, directors, consultants and key persons who provide services to the Company. Options under the 2015 Plan have a term of 10 years and generally vested over a four-year period with one-year cliff vesting. In conjunction with the Business Combination, options and the corresponding exercise price under the 2015 Plan were converted into the awards under the 2021 Equity Incentive Plan based on the Exchange Ratio. Each converted option is subject to the same terms and conditions as were applicable to the corresponding options under the 2015 Plan. The Company adopted the 2021 Employee Stock Purchase Plan, or the ESPP, in August 2021. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15 % of their eligible compensation, subject to plan limitations. An offering period under the ESPP consists of four six-month purchase periods, unless otherwise determined by the Company. The eligible employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the purchase day . As of December 31, 2022, there were 0.6 million shares of common stock available for issuance under the ESPP. During the year ended December 31, 2022, 0.3 million shares were issued under the ESPP. Option Exchange In October 2022, the Company’s Compensation Committee authorized and approved a stock option exchange whereby certain outstanding stock options held by 59 employees were exchanged for stock options on a one-for-one basis with an exercise price at the current market price on the date of the exchange. As a result of this exchange, 1.3 million outstanding stock options, with a weighted average exercise price of $ 8.81 per share, were exchanged for 1.3 million new stock options under the 2021 Plan with an exercise price of $ 2.16 per share. The vesting terms and expiration dates of the new stock options remain unchanged from the original stock options. The option exchange was treated as an option modification for accounting purposes and resulted in the incremental expense of $ 0.7 million. $ 0.3 million of the total incremental expense associated with the vested options was recognized on the modification date. The remaining $ 0.4 million associated with the unvested options as of the modification date will be recognized over the remainder of the original requisite service period. Stock Options A summary of option activity is set forth below (shares in thousands): Options Outstanding Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Life Value Options Price (In years) (In thousands) Outstanding – December 31, 2021 1,794 $ 6.31 8.43 Granted 2,198 3.26 Forfeited ( 79 ) 6.13 Expired ( 17 ) 6.77 Outstanding – December 31, 2022 3,896 2.43 8.44 $ — Exercisable – December 31, 2022 1,430 1.94 7.48 — The aggregate intrinsic values of options outstanding, exercisable, vested and expected to vest is the difference between the exercise price of the options and the fair value of the Company’s common stock at December 31, 2022. The intrinsic value of options exercised during the year ended December 31, 2021 was $ 1.2 million. No options were exercised during the year ended December 31, 2022. During the years ended December 31, 2022 and 2021, the Company granted options with a weighted-average grant-date fair value of $ 2.28 per s hare and $ 6.36 per share, respectively. Restricted Stock Awards The following table summarizes the Company’s RSA activity (shares in thousands): Weighted Average Number of Grant Date Shares Fair Value RSAs, unvested at December 31, 2021 161 $ 9.39 Vested ( 56 ) 8.72 RSAs, unvested at December 31, 2022 105 9.74 The fair value of RSAs vested during the years ended December 31, 2022 and 2021 was $ 0.2 million a nd $ 0.6 million, respectively. Fair Value of Options The fair value of options is estimated at the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended December 31, 2022 2021 Expected term (in years) 6.00 6.01 Expected volatility 81.07 % 71.23 % Risk-free rate 2.03 % 0.89 % Dividend yield — — Stock-Based Compensation Total stock-based compensation recorded in the consolidated statements of operations and comprehensive loss related to options and RSAs was as follows (in thousands): Year Ended December 31, 2022 2021 Research and development $ 1,612 $ 736 General and administrative 2,905 1,580 Total stock-based compensation expense $ 4,517 $ 2,316 As of December 31, 2022, there was approximately $ 9.9 million of stock-based compensation expense to be recognized over a weighted-average period of approximately 2.5 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. Income Taxes No provision for income taxes was recorded for the years ended December 31, 2022 and 2021. The Company has incurred net operating losses for all the periods presented. The Company accounts for income taxes in accordance with the asset and liability method, which requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is not likely to be realized and, accordingly, has provided a full valuation allowance. Significant components of the Company’s net deferred tax assets consist of the following (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 32,985 $ 31,826 Section 174 capitalized expense 6,812 — Research and development credits 3,775 2,392 Lease liabilities 1,096 1,521 Accrual and reserves 739 590 Employee retention credits 271 284 Stock-based compensation 201 129 Capitalized intangible costs 176 122 Fixed assets 66 — Other 3 3 Gross deferred tax assets 46,124 36,867 Less: valuation allowance ( 45,343 ) ( 35,665 ) Deferred tax assets, net of valuation allowance 781 1,202 Deferred tax liabilities: Right-of-use assets ( 686 ) ( 962 ) Fixed assets — ( 101 ) Other ( 95 ) ( 139 ) Gross deferred tax liabilities ( 781 ) ( 1,202 ) Total net deferred tax assets $ — $ — The net valuation allowance increased by $ 9.7 million for the years ended December 31, 2022 and 2021. As of December 31, 2022, the Company had net operating loss, or NOL, carryforwards of approximately $ 139.4 million and $ 53.0 million available to reduce future taxable income, if any, for federal and California state income tax purposes, respectively. NOL carryforwards generated after 2018 for federal tax reporting purposes of $ 127.0 million have an indefinite carryforward period. The remaining federal and state net operating loss carryforwards begin expiring in 2036 . As of December 31, 2022, the Company had research and development credit carryforwards of approximately $ 2.2 million and $ 3.8 million available to reduce future taxable income, if any, for federal and California state income tax purposes, respectively. The federal credit carryforwards begin expiring in 2036 and the state credits carry forward indefinitely . Beginning January 1, 2022, the Tax Cuts and Jobs Act, or the Tax Act, eliminated the option to deduct research and development expenditures in the current year and requires taxpayers to capitalize such expenses pursuant to Internal Revenue Code, or the IRC, Section 174. The capitalized expenses are amortized over a 5-year period for domestic expenses and a 15-year period for foreign expenses. As a result of this provision of the Tax Act, deferred tax assets related to capitalized research expenses increased by $ 6.7 million. Federal and state laws impose substantial restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an ownership change for tax purposes, as defined in Section 382 of the Internal Revenue Code. As a result of such ownership changes, the Company’s ability to realize the potential future benefit of tax losses and tax credits that existed at the time of the ownership change may be limited and may expire unutilized. Such impairment of tax losses and tax credits would reduce the deferred tax asset and corresponding valuation allowance, as a result of the limitation. The Company completed an assessment of the available NOLs under Section 382 and determined that the Company underwent an ownership change in September 2020. As a result of the annual limitations caused by the ownership change, it was estimated the approximately $ 1.3 million of federal tax credit and $ 27.4 million of California NOL will expire unrealized for income tax purposes, and such amounts are excluded from the carryforward balances as of December 31, 2022. The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The unrecognized tax benefits, if recognized, would not have an impact on the Company’s effective tax rate assuming the Company continues to maintain a full valuation allowance position. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. A reconciliation of the Company’s unrecognized tax benefits is as follows (in thousands): December 31, 2022 2021 Balance at beginning of the year $ 974 $ 921 Additions based on tax positions related to current year 654 480 Reductions based on tax positions of prior year — ( 427 ) Balance at end of the year $ 1,628 $ 974 The Company files income tax returns in the U.S. federal and California tax jurisdictions. As of the date these financial statements were issued, the Company is not under examination by any income tax authority. The federal and state income tax returns from December 31, 2016 to December 31, 2021 remain subject to examination. A reconciliation of the statutory U.S. federal tax rate to the Company’s effective tax rate is as follows: December 31, 2022 2021 Statutory rate 21.00 % 21.00 % State tax 2.12 ( 2.78 ) Tax credits 1.72 1.70 Stock-based compensation ( 2.26 ) — Change in valuation allowance ( 26.88 ) ( 16.92 ) NOL and tax credits limited under 382 — ( 2 ) Gain on warrant liabilities 4.60 — Other ( 0.30 ) ( 0.57 ) Total 0.00 % 0.00 % On December 21, 2020, the Consolidated Appropriations Act, 2021, or the Appropriations Act, was signed into law which expanded and extended some of CARES Act provisions, including the expansion of the employee retention credits. The Company claimed employee retention credits of $ 1.0 million and $ 0.3 million for the 2021 and 2020 tax years. The Company will recognize the benefit of those credits as the refunds are received. Inflation Reduction Act of 2022, or the IRA, which was signed into law in August 2022, includes several provisions that are specifically applicable to corporations. Among other changes, it created a new corporate alternative minimum tax based on adjusted financial statement income and imposes a 1% excise tax on corporate stock repurchases. The effective date of these provisions is January 1, 2023. The Company is evaluating how the enactment of the IRA will have an impact on its consolidated financial statements but does not expect that the provisions of the IRA will have a material impact for the year ended December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies Indemnification From time to time, the Company enters into certain types of contracts that contingently require the Company to indemnify various parties against claims from third parties. These contracts primarily relate to (i) the Company’s bylaws, under which the Company must indemnify directors and executive officers, and may indemnify other officers and employees, for liabilities arising out of their relationship with the Company, (ii) contracts under which the Company must indemnify directors and certain officers for liabilities arising out of their relationship with the Company, (iii) contracts under which the Company may be required to indemnify customers or partners against certain claims, including claims from third parties asserting, among other things, infringement of their intellectual property rights and (iv) procurement, consulting, or license agreements under which the Company may be required to indemnify vendors, consultants or licensors for certain claims, including claims that may be brought against them arising from acts or omissions with respect to the supplied products, technology or services. From time to time, the Company may receive indemnification claims under these contracts in the normal course of business. In addition, under these contracts the Company may have to modify the accused infringing intellectual property and/or refund amounts received. In the event that one or more of these matters were to result in a claim against the Company, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on the Company’s future business, operating results or financial condition. It is not possible to determine the maximum potential amount under these contracts due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. The Company maintains director and officer insurance, which may cover certain liabilities arising from the Company’s obligation to indemnify its directors and certain officers. To the date of the consolidated financial statements were issued, the Company has not incurred any material costs or accrued any liabilities related to indemnification obligations. Litigation The Company’s industry is characterized by frequent claims and litigation, including claims regarding intellectual property. As a result, the Company may be subject to various legal proceedings from time to time. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Management is not aware of any pending or threatened litigation. |
401(K) Plan
401(K) Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
401(K) Plan | Note 15. 401(k) Plan The Company adopted a 401(k) retirement savings plan, or the 401(k) Plan for all eligible employees. Each participant may contribute pre- or post- tax compensation, up to annual statutory limits. The 401(k) Plan also permits the Company to make discretionary and matching contributions, subject to established limits and a vesting schedule. Each year, the Company may, at its sole discretion, make contributions to the plan. For the years ended December 31, 2022 and 2021, the Company's contributions were $ 0.2 million and nominal, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16. Subsequent Events In January 2023, the Company implemented a restructuring plan approved by the board of directors to reduce its overall workforce by approximately 25 %. The Company expects to substantially complete the workforce reduction by the end of the first quarter of 2023 and estimates to incur one-time restructuring charges of approximately $ 1.2 million, including employee severance, benefits and related costs. In February 2023, the Company cancelled certain studies with its contract manufacturing organization and incurred a cancellation fee equal to 50% of the contract price of the studies plus any raw materials and handling fees that have been incurred. On March 10, 2023, Silicon Valley Bank, or SVB, was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation, or FDIC, as a receiver. On March 12, 2023, the U.S. Department of the Treasury, Federal Reserve, and FDIC jointly announced that the FDIC would complete its resolution of SVB in a manner that fully protects all depositors. The Company has access to its full deposits with SVB and does not anticipate any disruption to its ongoing operations. The Company is working on replacing the letter of credit issued by SVB as required by the landlord and transferring substantially all of its cash deposits at SVB to a different financial institution. On March 31, 2023, we entered into an amended and restated warrant agreement with Continental Stock Transfer & Trust Company as warrant agent, or the PIPE Warrant Agreement. PIPE Warrants may be converted into Public Warrants on transfer pursuant to the terms of the PIPE Warrant Agreement. To the date of the consolidated financial statements were issued, no PIPE Warrants were converted into Public Warrants. |
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 Company’s consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP, as determined by the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, and pursuant to the regulations of the U.S. Securities and Exchange Commission, or SEC. The consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances have been eliminated. The Business Combination discussed in Note 1 was accounted for as a reverse recapitalization with Legacy Surrozen as the accounting acquirer and Consonance as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the consolidated financial statements represents the accounts of Legacy Surrozen at their historical cost as if Legacy Surrozen is the predecessor to the Company. The consolidated financial statements following the closing of the Business Combination reflect the results of the combined entity’s operations. All issued and outstanding common stock and stock awards of Legacy Surrozen and per share amounts contained in the consolidated financial statements for the periods presented prior to the closing of the Business Combination on August 11, 2021 have been retroactively restated to reflect the exchange ratio established in the Business Combination. See Note 3, “ Recapitalization” for additional details. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, revenue recognition, certain accruals for research and development activities, the fair value of common stock prior to the Business Combination, initial fair value of the PIPE Warrants and stock-based compensation expense. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could materially differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist of cash, cash equivalents and marketable securities. The Company's cash is held by one financial institution that may at times exceed federally insured limits. However, the Company's exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the consolidated balance sheets. The Company believes it is not exposed to significant credit risk on cash. The Company's policy is to invest cash in institutional money market funds and marketable securities with high credit quality to limit the amount of credit exposure. The Company currently maintains a portfolio of cash equivalents and marketable securities in a variety of securities, including money market funds, U.S. government bonds, U.S. government agency debt securities, foreign bonds, commercial paper and corporate debt securities. The Company has not experienced any losses on its cash equivalents and marketable securities. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents relate to securities having an original maturity of three months or less at the time of purchase. As of December 31, 2022 and 2021, cash and cash equivalents consisted of bank deposits, money market funds and U.S. government agency debt securities. |
Restricted Cash | Restricted Cash As of each of December 31, 2022 and 2021, the Company had $ 0.4 million of restricted cash in the form of a letter of credit for the Company’s facility lease. The restricted cash is classified as a noncurrent asset as the Company is required to maintain the letter of credit for the benefit of the landlord until the end of the lease term in April 2025. |
Marketable Securities | Marketable Securities The Company invests its excess cash in marketable U.S. government bonds, foreign bonds, commercial paper and corporate debt securities. All marketable securities have been classified as available-for-sale and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. The Company does not buy or hold securities principally for the purpose of selling them in the near future. The Company’s policy is focused on the preservation of capital, liquidity, and return. From time to time, the Company may sell certain securities, but the objectives are generally not to generate profits on short-term differences in price. Short-term marketable securities have maturities less than or equal to one year as of the balance sheet date. Long-term marketable securities have maturities greater than one year as of the balance sheet date. These marketable securities are carried at estimated fair value with unrealized holding gains and losses included in accumulated other comprehensive loss in stockholders’ equity until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. Interest income is recognized in the consolidated statements of operations and comprehensive loss when earned. The Company periodically evaluates its available-for-sale marketable securities for impairment. When the fair value of a marketable security is below its amortized cost basis, the amortized cost is reduced to its fair value if it is more likely than not that the Company is required to sell the impaired security before recovery of its amortized cost, or the Company has the intention to sell the security. If neither of these conditions are met, the Company determines whether the impairment is due to credit losses by comparing the present value of the expected cash flows of the security with its amortized cost basis. The amount of impairment recognized is limited to the excess of the amortized cost basis over the fair value of the security. An allowance for credit losses for the excess of amortized cost basis over the expected cash flows, if any, is recorded in other income (expense), net on the consolidated statements of operations. Impairment losses that are not credit-related are included in accumulated other comprehensive loss in stockholders’ equity. |
Property and Equipment | Property and Equipment Property and equipment, including leasehold improvements, are recorded at cost net of accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Asset Estimated useful life Leasehold improvements Shorter of useful life of asset or lease term Computer equipment 3 years Furniture, fixtures and equipment 3 - 8 years Lab equipment 3 years When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the consolidated balance sheet and the resulting gain or loss is recognized in the period realized. Maintenance and repairs are expensed as incurred. |
Leases | Leases Material leases with a term longer than one year are recognized as right-of-use, or ROU, assets and lease liabilities in the Company's consolidated balance sheets. The Company determines the lease classification and measurement of its ROU assets and lease liabilities at the lease commencement date and thereafter if modified. The Company uses its incremental borrowing rate, based on the information available at the commencement date, to determine the present value of lease payments if the rate implicit in the lease is not readily available. The ROU asset is based on the measurement of the lease liability and is adjusted for lease incentives provided by the landlord. Lease expense for the Company’s operating leases is recognized on a straight-line basis over the lease term. The lease term includes any renewal options and termination options that the Company is reasonably assured to exercise. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount to the future net undiscounted cash flows which the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from the asset. The Company has not identified any such impairment losses to date. |
Warrant Liabilities | Warrant Liabilities The Company's Public Warrants, Private Placement Warrants and PIPE Warrants were classified as liabilities (see Note 11). A t the end of each reporting period, any changes in fair value during the period are recognized in other income (expense), net within the consolidated statements of operations and comprehensive loss. No Private Placement Warrants were outstanding as of December 31, 2022 as a result of the repurchase of 1.3 million warrants in December 2022 (see Note 9). The Company will continue to adjust the warrant liabilities pertaining to the outstanding warrants for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time such warrants will be reclassified to additional paid-in capital. |
Revenue Recognitions | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (Topic 606) , when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for these goods or services. To determine revenue recognition for the arrangement that is within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services transferred to the customer. At contract inception, the Company assesses the goods or services promised within the contract, determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligations when or as the performance obligations are satisfied. The Company constrains its estimate of the transaction price up to the amount (the variable consideration constraint) that a significant reversal of recognized revenue is not probable. The Company records accounts receivable for amounts billed to the customer for which the Company has an unconditional right to consideration. The Company assesses accounts receivable for impairment and, to date, no impairment losses have been recorded. The Company has a collaboration and license agreement with BI to which the Company licensed certain rights to its intellectual property (see Note 7) that is determined within the scope of ASC 606. The terms of the CLA include payment to the Company of a non-refundable upfront payment, development, regulatory and commercial milestone payments and royalties on net sales of licensed products. Licenses of Intellectual Property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promised goods or services, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone Payments: At contract inception, the Company using the most likely amount method evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received or the underlying activity has been completed. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue in the period of adjustment. Royalties: The Company recognizes sales-based royalties as revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalties that have been allocated have been satisfied (or partially satisfied). The incremental costs of obtaining a customer contract are expensed as and when incurred if the amortization period of the asset that would have been recognized is one year or less. |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred. Research and development costs consist of external and internal expenses directly attributable to the conduct of research and development programs. The external expenses include the costs of services provided by outside contractors, clinical research organizations and contract manufacturing organizations. The internal expenses include the costs of salaries, bonus, payroll taxes, stock-based compensation, employee benefits, materials, supplies, depreciation on and maintenance of research equipment, and the allocated facility-related costs, such as rent, utilities, insurance, repairs and maintenance, and general support services. The Company has entered into and may continue to enter into licensing or subscription arrangements to access and utilize certain technology. In each case, the Company evaluates if the license agreement results in the acquisition of an asset or a business. To date, none of the Company’s license agreements have been considered an acquisition of a business. For asset acquisitions, the upfront payments to acquire such licenses, as well as any future milestone payments made before product approval that do not meet the definition of a derivative, are immediately recognized as research and development expense when they are paid or become payable, provided there is no alternative future use of the rights in other research and development projects. |
Accrued Research and Development Expenses | Accrued Research and Development Expenses The Company records accruals for estimated costs of research, preclinical, clinical, and manufacturing development, which are significant components of research and development expenses, within accrued and other liabilities in the accompanying consolidated balance sheets. A substantial portion of the Company’s ongoing research and development activities is conducted by third-party service providers. The Company accrues the costs under agreements with these third parties as incurred. The Company estimates the amounts incurred in each period based on the information available and its knowledge of the nature of the contractual activities generating such costs. Clinical trial contract expenses are accrued based on units of activity. Payments made to third parties under these arrangements in advance of the performance of the related services by the third parties are recorded as prepaid expenses until the services are rendered. For the years ended December 31, 2022 and 2021, the Company has not experienced any material differences between accrued costs and actual costs incurred. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company adjusts accrued expenses or prepaid expenses accordingly, which impacts research and development expenses. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low in any particular period. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes stock-based compensation expense for all stock-based awards. For stock option awards, stock-based compensation cost is estimated at the grant date based on the fair value of the equity for financial reporting purposes and is recognized as expense on a straight-line basis over the requisite service period. Under the Company's employee stock purchase plan, stock-based compensation cost is measured at the beginning of the offering period and recognized on a straight-line basis over the offering period. Forfeitures are accounted for as they occur. The Company has elected to calculate the fair value of awards using the Black-Scholes option pricing model, or the Black-Scholes Model. The Black-Scholes Model requires the use of various assumptions including common stock valuation, expected option life and expected stock price volatility. The Company estimates the expected term for stock options using the simplified method as the midpoint between the vesting date and the contractual expiration date of the award as the Company has limited historical exercise information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. Due to the limited trading history of the Company’s stock, the Company estimates the volatility using volatilities of a group of public companies in a comparable industry, stage of life cycle, and size. The interest rate is derived from the U.S. Treasury instruments with maturities similar to the expected term of the options. The Company has not declared nor expects to declare dividends. Therefore, there is no dividend impact on the valuation of options. Prior to the Business Combination, the fair value of common stock was determined considering numerous objective and subjective factors and requires judgment. These objective and subjective factors include, but are not limited to: • relevant precedent transactions involving the Company’s capital stock; • contemporaneous valuations performed by third-party specialists; • rights, preferences, and privileges of the Company’s redeemable convertible preferred stock relative to those of the Company’s common stock; • actual operating and financial performance; • current business conditions and financial projections; • likelihood of achieving a liquidity event, such as an initial public offering or a sale of the Company’s business; • the lack of marketability of the Company’s common stock, and the illiquidity of stock-based awards involving securities in a private company; • market multiples of comparable publicly traded companies; • stage of development; • industry information such as market size and growth; and • U.S. and global capital and macroeconomic conditions. Following the closing of the Business Combination, the fair value of our common stock has been determined based on the quoted market price of our common stock. |
Comprehensive Loss | Comprehensive Loss The Company’s comprehensive loss consists of unrealized losses on available-for-sale securities. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss attributable to common stock by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive securities. Since the Company was in a loss position for the periods presented, basic net loss per share is the same as diluted net loss per share as the effects of the potentially dilutive securities are antidilutive. The following table presents the potential common stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive (in thousands): December 31, 2022 2021 Options outstanding 3,896 1,794 Unvested restricted stock 105 161 Unvested common stock subject to repurchase 22 75 Warrants to purchase common stock 5,907 7,218 Total 9,930 9,248 |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is more likely than not of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits require significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to unrecognized tax benefits. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Property and Equipment Useful Lives | Property and equipment, including leasehold improvements, are recorded at cost net of accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows: Asset Estimated useful life Leasehold improvements Shorter of useful life of asset or lease term Computer equipment 3 years Furniture, fixtures and equipment 3 - 8 years Lab equipment 3 years |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the potential common stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive (in thousands): December 31, 2022 2021 Options outstanding 3,896 1,794 Unvested restricted stock 105 161 Unvested common stock subject to repurchase 22 75 Warrants to purchase common stock 5,907 7,218 Total 9,930 9,248 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables summarize the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 9,194 $ — $ — $ 9,194 Commercial paper — 22,549 — 22,549 Corporate bonds — 10,797 — 10,797 Government bonds — 17,802 — 17,802 Government agency debt securities (1) — 3,982 — 3,982 Total financial assets measured at fair value $ 9,194 $ 55,130 $ — $ 64,324 Liabilities (2) : Public Warrants $ 151 $ — $ — $ 151 PIPE Warrants — 175 — 175 Total financial liabilities measured at fair value $ 151 $ 175 $ — $ 326 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 32,310 $ — $ — $ 32,310 Commercial paper — 49,136 — 49,136 Corporate bonds — 19,480 — 19,480 Government bonds — 18,082 — 18,082 Foreign bonds — 3,717 — 3,717 Total financial assets measured at fair value $ 32,310 $ 90,415 $ — $ 122,725 Liabilities (2) : Public Warrants $ 3,527 $ — $ — $ 3,527 Private Placement Warrants — 166 — 166 PIPE Warrants — 4,608 — 4,608 Total financial liabilities measured at fair value $ 3,527 $ 4,774 $ — $ 8,301 (1) They are included in cash and cash equivalents on the consolidated balance sheets as of December 31, 2022 and 2021. (2) See the definition and discussion of Public Warrants, Private Placement Warrants and PIPE Warra nts in Note 11. |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | The key inputs into the binomial lattice model for the PIPE Warrants at the initial measurement were as follows: August 11, 2021 Expected term (in years) 5.01 Expected volatility 18.90 % Risk-free interest rate 0.81 % Dividend yield — |
Summary of Changes in Fair Value of Warrant Liabilities | The following table sets forth a summary of the changes in the fair value of the Company’s warrant liabilities for the years ended December 31, 2022 and 2021 (in thousands): Public Warrants Private Placement Warrants PIPE Warrants Total Warrant Liabilities Balance, December 31, 2020 $ — $ — $ — $ — Assumption in Business Combination 3,557 168 4,647 8,372 Change in fair value upon remeasurement (1) ( 30 ) ( 2 ) ( 39 ) ( 71 ) Balance, December 31, 2021 3,527 166 4,608 8,301 Change in fair value upon remeasurement (1) ( 3,354 ) ( 157 ) ( 4,379 ) ( 7,890 ) Repurchase (Note 9) ( 22 ) ( 9 ) ( 54 ) ( 85 ) Balance, December 31, 2022 $ 151 $ — $ 175 $ 326 (1) The change in fair value of the warrant liabilities was recognized in other income (expense), net within the consolidated statements of operations and comprehensive loss. |
Schedule of Marketable Securities by Security Type | The following tables provide the Company’s marketable securities by security type (in thousands): As of December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 22,549 $ — $ — $ 22,549 Corporate bonds 10,817 1 ( 21 ) 10,797 Government bonds 18,023 — ( 221 ) 17,802 Total short-term marketable securities $ 51,389 $ 1 $ ( 242 ) $ 51,148 As of December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Commercial paper $ 49,136 $ — $ — $ 49,136 Corporate bonds 15,920 4 ( 17 ) 15,907 Foreign bonds 3,725 — ( 8 ) 3,717 Total short-term marketable securities $ 68,781 $ 4 $ ( 25 ) $ 68,760 Government bonds $ 18,165 $ — $ ( 83 ) $ 18,082 Corporate bonds 3,588 — ( 15 ) 3,573 Total long-term marketable securities $ 21,753 $ — $ ( 98 ) $ 21,655 |
Schedule Of Unrealized Loss On Investments | The following table indicates the length of the time that individual securities have been in a continuous unrealized loss position (dollars in thousands): As of December 31, 2022 As of December 31, 2021 Less Than 12 Months Less Than 12 Months Number of Investments Fair Value Unrealized Losses Number of Investments Fair Value Unrealized Losses Corporate bonds 4 $ 9,719 $ 21 5 $ 12,572 $ 32 Government bonds 3 17,802 221 3 18,082 83 Foreign bonds — — — 2 3,717 8 Total 7 $ 27,521 $ 242 10 $ 34,371 $ 123 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following (in thousands): December 31, 2022 2021 Leasehold improvements $ 7,052 $ 7,052 Lab equipment 7,515 6,881 Furniture and office equipment 299 309 Computer equipment 119 93 Total property and equipment 14,985 14,335 Less: accumulated depreciation ( 11,355 ) ( 9,541 ) Property and equipment, net $ 3,630 $ 4,794 |
Schedule of Accrued and Other Liabilities | Accrued and other liabilities consist of the following (in thousands): December 31, 2022 2021 Accrued payroll and related expenses $ 3,964 $ 2,887 Accrued research and development expenses 1,665 3,666 Accrued professional service fees 638 1,520 Liability for early exercised stock options 89 205 Other 492 384 Accrued and other liabilities $ 6,848 $ 8,662 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Lessee, Operating Lease, Liability, Maturity | Aggregate future minimum rental payments under the operating leases as of December 31, 2022, were as follows (in thousands): Year ending December 31, 2023 $ 2,596 Year ending December 31, 2024 2,670 Year ending December 31, 2025 891 Total lease payments 6,157 Less: Imputed interest ( 555 ) Operating lease liabilities $ 5,602 |
Schedule of Supplemental Information Related to Operating Leases | The following represents supplemental information related to the Company’s operating facility leases: December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 2,743 $ 2,856 Weighted-average remaining lease term (in years) 2.33 3.25 Weighted-average discount rate 8.48 % 8.43 % |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Common Stock Warrants Outstanding | As of December 31, 2022, the following common stock warrants were outstanding (in thousands, except per share amounts): Type Classification Expiration Date Exercise Price per Share Number of Warrants Fair Value Public Warrants Liability August 12, 2026 $ 11.50 2,733 $ 151 PIPE Warrants Liability August 12, 2026 11.50 3,174 175 Total 5,907 $ 326 |
Stock Based Compensation Plan (
Stock Based Compensation Plan (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of stock option activity | A summary of option activity is set forth below (shares in thousands): Options Outstanding Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Life Value Options Price (In years) (In thousands) Outstanding – December 31, 2021 1,794 $ 6.31 8.43 Granted 2,198 3.26 Forfeited ( 79 ) 6.13 Expired ( 17 ) 6.77 Outstanding – December 31, 2022 3,896 2.43 8.44 $ — Exercisable – December 31, 2022 1,430 1.94 7.48 — |
Summary of RSA Activity | The following table summarizes the Company’s RSA activity (shares in thousands): Weighted Average Number of Grant Date Shares Fair Value RSAs, unvested at December 31, 2021 161 $ 9.39 Vested ( 56 ) 8.72 RSAs, unvested at December 31, 2022 105 9.74 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of options is estimated at the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended December 31, 2022 2021 Expected term (in years) 6.00 6.01 Expected volatility 81.07 % 71.23 % Risk-free rate 2.03 % 0.89 % Dividend yield — — |
Schedule of Stock-Based Compensation Expense | Total stock-based compensation recorded in the consolidated statements of operations and comprehensive loss related to options and RSAs was as follows (in thousands): Year Ended December 31, 2022 2021 Research and development $ 1,612 $ 736 General and administrative 2,905 1,580 Total stock-based compensation expense $ 4,517 $ 2,316 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Net Deferred Tax Assets | Significant components of the Company’s net deferred tax assets consist of the following (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 32,985 $ 31,826 Section 174 capitalized expense 6,812 — Research and development credits 3,775 2,392 Lease liabilities 1,096 1,521 Accrual and reserves 739 590 Employee retention credits 271 284 Stock-based compensation 201 129 Capitalized intangible costs 176 122 Fixed assets 66 — Other 3 3 Gross deferred tax assets 46,124 36,867 Less: valuation allowance ( 45,343 ) ( 35,665 ) Deferred tax assets, net of valuation allowance 781 1,202 Deferred tax liabilities: Right-of-use assets ( 686 ) ( 962 ) Fixed assets — ( 101 ) Other ( 95 ) ( 139 ) Gross deferred tax liabilities ( 781 ) ( 1,202 ) Total net deferred tax assets $ — $ — |
Summary of Unrecognized Tax Benefits | A reconciliation of the Company’s unrecognized tax benefits is as follows (in thousands): December 31, 2022 2021 Balance at beginning of the year $ 974 $ 921 Additions based on tax positions related to current year 654 480 Reductions based on tax positions of prior year — ( 427 ) Balance at end of the year $ 1,628 $ 974 |
Schedule of Reconciliation of U.S. Federal Statutory Income Tax Rate TO Effective Income Tax Rate | A reconciliation of the statutory U.S. federal tax rate to the Company’s effective tax rate is as follows: December 31, 2022 2021 Statutory rate 21.00 % 21.00 % State tax 2.12 ( 2.78 ) Tax credits 1.72 1.70 Stock-based compensation ( 2.26 ) — Change in valuation allowance ( 26.88 ) ( 16.92 ) NOL and tax credits limited under 382 — ( 2 ) Gain on warrant liabilities 4.60 — Other ( 0.30 ) ( 0.57 ) Total 0.00 % 0.00 % |
Organization and Business - Add
Organization and Business - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary Sale Of Stock [Line Items] | ||
Net loss | $ (36,004) | $ (54,648) |
Net cash used in Operation | 44,145 | 48,813 |
Accumulated deficit | (178,653) | $ (142,649) |
Cash, cash equivalents and marketable securities | $ 75,800 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 12, 2022 | Dec. 31, 2021 |
Restricted cash | $ 25,095 | $ 33,496 | |
Warrants outstanding | 5,907,000 | ||
Class of warrants repurchased | 1,300,000 | 1,300,000 | |
Private Placement Warrants | |||
Warrants outstanding | 0 | ||
Class of warrants repurchased | 100,000 | ||
Letter of Credit | |||
Restricted cash | $ 400 | $ 400 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Property and Equipment Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of useful life of asset or lease term |
Computer Equipment [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 3 years |
Furniture Fixtures And Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 3 |
Furniture Fixtures And Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 8 years |
Lab Equipment [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 9,930,000 | 9,248,000 |
Options Outstanding [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 3,896,000 | 1,794,000 |
RSA [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 105,000 | 161,000 |
Unvested common stock subject to repurchase [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 22,000 | 75,000 |
Warrants To Purchase Common Stock [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive securities excluded from computation of diluted net loss per share | 5,907,000 | 7,218,000 |
Recapitalization - Additional I
Recapitalization - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 11, 2021 $ / shares shares | Aug. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
Subsidiary Sale Of Stock [Line Items] | ||||
Proceeds from issuance of common stock upon Business Combination and PIPE Financing, net of transaction costs | $ 0 | $ 124,220 | ||
Transaction costs | $ 400 | |||
Reduction Of Additional Paid In Capital | $ 5,900 | |||
Common shares, shares outstanding | shares | 30,088,000 | 35,034,000 | ||
Common shares, shares issued | shares | 30,088,000 | 35,034,000 | ||
Exchange ratio | 0.175648535 | 0.175648535 | ||
Surrozen Inc | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Goodwill | $ 0 | |||
Private Investment In Public Entity Offering | ||||
Subsidiary Sale Of Stock [Line Items] | ||||
Share issued, shares | shares | 12,000,000 | |||
Shares issued, price per share | $ / shares | $ 10 | |||
Proceeds from cash acquired through acquisition and PIPE offering | 128,800 | |||
Proceeds from issuance of common stock upon Business Combination and PIPE Financing, net of transaction costs | 8,600 | |||
Proceeds from issuance of units upon PIPE Financing | 120,200 | |||
Transaction costs | $ 6,300 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details)) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Assets: | |||
Assets | $ 64,324 | $ 122,725 | |
Liabilities(2): | |||
Liabilities | [1] | 326 | 8,301 |
Money Market Funds | |||
Assets: | |||
Assets | [2] | 9,194 | 32,310 |
Commercial Paper | |||
Assets: | |||
Assets | 22,549 | 49,136 | |
Corporate Bond | |||
Assets: | |||
Assets | 10,797 | 19,480 | |
Government Bonds | |||
Assets: | |||
Assets | 17,802 | 18,082 | |
Government agency debt securities | |||
Assets: | |||
Assets | [2] | 3,982 | |
Foreign Bonds | |||
Assets: | |||
Assets | 3,717 | ||
Public Warrants | |||
Liabilities(2): | |||
Liabilities | [1] | 151 | 3,527 |
Private Placement Warrants | |||
Liabilities(2): | |||
Liabilities | [1] | 166 | |
P I P E Warrants | |||
Liabilities(2): | |||
Liabilities | [1] | 175 | 4,608 |
Level 1 | |||
Assets: | |||
Assets | 9,194 | 32,310 | |
Liabilities(2): | |||
Liabilities | [1] | 151 | 3,527 |
Level 1 | Money Market Funds | |||
Assets: | |||
Assets | [2] | 9,194 | 32,310 |
Level 1 | Commercial Paper | |||
Assets: | |||
Assets | 0 | 0 | |
Level 1 | Corporate Bond | |||
Assets: | |||
Assets | 0 | 0 | |
Level 1 | Government Bonds | |||
Assets: | |||
Assets | 0 | 0 | |
Level 1 | Government agency debt securities | |||
Assets: | |||
Assets | [2] | 0 | |
Level 1 | Foreign Bonds | |||
Assets: | |||
Assets | 0 | ||
Level 1 | Public Warrants | |||
Liabilities(2): | |||
Liabilities | [1] | 151 | 3,527 |
Level 1 | Private Placement Warrants | |||
Liabilities(2): | |||
Liabilities | 0 | ||
Level 1 | P I P E Warrants | |||
Liabilities(2): | |||
Liabilities | 0 | 0 | |
Level 2 | |||
Assets: | |||
Assets | 55,130 | 90,415 | |
Liabilities(2): | |||
Liabilities | [1] | 175 | 4,774 |
Level 2 | Money Market Funds | |||
Assets: | |||
Assets | [2] | 0 | 0 |
Level 2 | Commercial Paper | |||
Assets: | |||
Assets | 22,549 | 49,136 | |
Level 2 | Corporate Bond | |||
Assets: | |||
Assets | 10,797 | 19,480 | |
Level 2 | Government Bonds | |||
Assets: | |||
Assets | 17,802 | 18,082 | |
Level 2 | Government agency debt securities | |||
Assets: | |||
Assets | [2] | 3,982 | |
Level 2 | Foreign Bonds | |||
Assets: | |||
Assets | 3,717 | ||
Level 2 | Public Warrants | |||
Liabilities(2): | |||
Liabilities | 0 | 0 | |
Level 2 | Private Placement Warrants | |||
Liabilities(2): | |||
Liabilities | [1] | 166 | |
Level 2 | P I P E Warrants | |||
Liabilities(2): | |||
Liabilities | [1] | 175 | 4,608 |
Level 3 | |||
Assets: | |||
Assets | 0 | 0 | |
Liabilities(2): | |||
Liabilities | 0 | 0 | |
Level 3 | Money Market Funds | |||
Assets: | |||
Assets | [2] | 0 | 0 |
Level 3 | Commercial Paper | |||
Assets: | |||
Assets | 0 | 0 | |
Level 3 | Corporate Bond | |||
Assets: | |||
Assets | 0 | 0 | |
Level 3 | Government Bonds | |||
Assets: | |||
Assets | 0 | 0 | |
Level 3 | Government agency debt securities | |||
Assets: | |||
Assets | [2] | 0 | |
Level 3 | Foreign Bonds | |||
Assets: | |||
Assets | 0 | ||
Level 3 | Public Warrants | |||
Liabilities(2): | |||
Liabilities | 0 | 0 | |
Level 3 | Private Placement Warrants | |||
Liabilities(2): | |||
Liabilities | 0 | ||
Level 3 | P I P E Warrants | |||
Liabilities(2): | |||
Liabilities | $ 0 | $ 0 | |
[1] See the definition and discussion of Public Warrants, Private Placement Warrants and PIPE Warra nts in Note 11. They are included in cash and cash equivalents on the consolidated balance sheets as of December 31, 2022 and 2021. |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Transfers of financial instruments | $ | $ 0 |
Other-than-temporary Impairment Loss, Debt Securities, Available-for-sale | $ | $ 0 |
P I P E Warrants | Measurement Input, Expected Dividend Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Alternative Investment, Measurement Input | 0 |
Minimum [Member] | P I P E Warrants | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Stock price to redeem warrants | $ / shares | $ 10 |
Maximum [Member] | P I P E Warrants | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Stock price to redeem warrants | $ / shares | $ 18 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Measurement of PIPE Warrants with Binomial Lattice Model (Details) | Aug. 11, 2021 yr |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Warrants, Measurement Input | 0.0081 |
Expected Term (Years) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Warrants, Measurement Input | 5.01 |
Expected Volatility | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Warrants, Measurement Input | 0.1890 |
Dividend Yield | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Warrants, Measurement Input | 0 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Changes in Fair Value of Warrant Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Balance, beginning of period | $ 8,301 | $ 0 | |
Assumption in Business Combination | 8,372 | ||
Change in fair value upon remeasurement | [1] | (7,890) | (71) |
Repurchase (Note 9) | (85) | ||
Balance, end of period | 326 | 8,301 | |
Public Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Balance, beginning of period | 3,527 | 0 | |
Assumption in Business Combination | 3,557 | ||
Change in fair value upon remeasurement | [1] | (3,354) | (30) |
Repurchase (Note 9) | (22) | ||
Balance, end of period | 151 | 3,527 | |
Private Placement Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Balance, beginning of period | 166 | 0 | |
Assumption in Business Combination | 168 | ||
Change in fair value upon remeasurement | [1] | (157) | (2) |
Repurchase (Note 9) | (9) | ||
Balance, end of period | 0 | 166 | |
P I P E Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Balance, beginning of period | 4,608 | 0 | |
Assumption in Business Combination | 4,647 | ||
Change in fair value upon remeasurement | [1] | (4,379) | (39) |
Repurchase (Note 9) | (54) | ||
Balance, end of period | $ 175 | $ 4,608 | |
[1] The change in fair value of the warrant liabilities was recognized in other income (expense), net within the consolidated statements of operations and comprehensive loss. |
Fair Value Measurement - Sche_3
Fair Value Measurement - Schedule of Marketable Securities by Security Type (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost Current | $ 51,389 | $ 68,781 |
Amortized Cost, Non-current | 21,753 | |
Gross Unrealized Gains, Current | 1 | 4 |
Gross Unrealized Gains, Non-current | 0 | |
Gross Unrealized Losses, Current | 242 | (25) |
Gross Unrealized Losses, Non-current | (98) | |
Debt Securities, Available-for-sale, Current, Total | 51,148 | 68,760 |
Fair Value, Non-current | 21,655 | |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost Current | 22,549 | 49,136 |
Gross Unrealized Gains, Current | 0 | 0 |
Gross Unrealized Losses, Current | 0 | 0 |
Debt Securities, Available-for-sale, Current, Total | 22,549 | 49,136 |
Corporate Bond | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost Current | 10,817 | 15,920 |
Amortized Cost, Non-current | 3,588 | |
Gross Unrealized Gains, Current | 1 | 4 |
Gross Unrealized Gains, Non-current | 0 | |
Gross Unrealized Losses, Current | (21) | (17) |
Gross Unrealized Losses, Non-current | (15) | |
Debt Securities, Available-for-sale, Current, Total | 10,797 | 15,907 |
Fair Value, Non-current | 3,573 | |
Foreign Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost Current | 3,725 | |
Gross Unrealized Gains, Current | 0 | |
Gross Unrealized Losses, Current | (8) | |
Debt Securities, Available-for-sale, Current, Total | 3,717 | |
Government Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost Current | 18,023 | |
Amortized Cost, Non-current | 18,165 | |
Gross Unrealized Gains, Current | 0 | |
Gross Unrealized Gains, Non-current | 0 | |
Gross Unrealized Losses, Current | (221) | |
Gross Unrealized Losses, Non-current | (83) | |
Debt Securities, Available-for-sale, Current, Total | $ 17,802 | |
Fair Value, Non-current | $ 18,082 |
Fair Value Measurement - Sche_4
Fair Value Measurement - Schedule of Individual Securities Unrealized Loss Position (Details) $ in Thousands | Dec. 31, 2022 USD ($) Investments | Dec. 31, 2021 USD ($) Investments |
Debt Securities, Available-for-Sale [Line Items] | ||
Number Of Positions | Investments | 7 | 10 |
Less then 12 Months, Fair Value | $ 27,521 | $ 34,371 |
Less then 12 Months, Unrealized Losses | $ 242 | $ 123 |
Corporate Bond | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Number Of Positions | Investments | 4 | 5 |
Less then 12 Months, Fair Value | $ 9,719 | $ 12,572 |
Less then 12 Months, Unrealized Losses | $ 21 | $ 32 |
Government Bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Number Of Positions | Investments | 3 | 3 |
Less then 12 Months, Fair Value | $ 17,802 | $ 18,082 |
Less then 12 Months, Unrealized Losses | $ 221 | $ 83 |
Foreign Bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Number Of Positions | Investments | 0 | 2 |
Less then 12 Months, Fair Value | $ 0 | $ 3,717 |
Less then 12 Months, Unrealized Losses | $ 0 | $ 8 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 14,985 | $ 14,335 |
Less accumulated depreciation and amortization | (11,355) | (9,541) |
Property and equipment, net | 3,630 | 4,794 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 7,052 | 7,052 |
Lab Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 7,515 | 6,881 |
Furniture And Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 299 | 309 |
Computer Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 119 | $ 93 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | ||
Depreciation | $ 1,955 | $ 2,066 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued payroll and related expenses | $ 3,964 | $ 2,887 |
Accrued research and development expenses | 1,665 | 3,666 |
Accrued professional service fees | 638 | 1,520 |
Liability for early exercised stock options | 89 | 205 |
Other | 492 | 384 |
Accrued and other liabilities | $ 6,848 | $ 8,662 |
Leases - Additional Information
Leases - Additional Information (Details) m² in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 31, 2020 m² | Aug. 31, 2016 ft² | |
Lessee Lease Description [Line Items] | ||||
Area of real estate property | m² | 6,478 | |||
Restricted cash | $ 405 | $ 405 | ||
Operating lease term | 18 months | |||
Operating Lease, Expense | $ 1,900 | $ 2,000 | ||
CALIFORNIA | Eight Years [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Area of real estate property | ft² | 32,813 | |||
Operating lease month of expiry of lease | 2025-04 | |||
Restricted cash | $ 400 |
Leases - Summary Of Lessee, Ope
Leases - Summary Of Lessee, Operating Lease, Liability, Maturity (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
Year ending December 31, 2023 | $ 2,596 |
Year ending December 31, 2024 | 2,670 |
Year ending December 31, 2025 | 891 |
Total lease payments | 6,157 |
Less: Imputed interest | (555) |
Operating lease liabilities | $ 5,602 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities (in thousands) | $ 2,743 | $ 2,856 |
Weighted-average remaining lease term (in years) | 2 years 3 months 29 days | 3 years 3 months |
Weighted-average discount rate | 8.48% | 8.43% |
Collaboration and License Agr_2
Collaboration and License Agreement (Additional Information) (Details) - Collaboration and License Agreement with BI [Member] - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2022 | Oct. 31, 2022 | Dec. 31, 2022 | |
Non-refundable upfront payment received | $ 12.5 | $ 12.5 | |
Success-based milestone payments | 587 | ||
Upfront Payment | $ 10.5 | ||
Associated withholding tax | 2 | ||
Transaction price | $ 12.5 | ||
Accounts Receivable [Member] | |||
Associated withholding tax | $ 2 |
License Agreements - Additional
License Agreements - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Sep. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2022 | Dec. 31, 2021 | |
Research and development | $ 37,013 | $ 40,177 | |||
Stanford License Agreements [Member] | Stanford [Member] | |||||
Payments for milestone agreement or earned royalties on achievement of milestones | $ 5,000 | ||||
Payments for achievement of specified development and regulatory milestones | $ 400 | ||||
Research and development | 200 | 100 | |||
Payments for milestone agreement on achievement of milestones | 0 | ||||
U C S F License And Option Agreements [Member] | Stanford [Member] | |||||
Research and development | 100 | 50,000 | |||
Payments for milestone agreement on achievement of milestones | 0 | ||||
Distributed Bio Subscription Agreement [Member] | |||||
Payments for achievement of specified development and regulatory milestones | $ 5,900 | ||||
Distributed Bio Subscription Agreement [Member] | Stanford [Member] | |||||
Research and development | 200 | 300 | |||
Payments for milestone agreement on achievement of milestones | $ 100 | $ 50,000 | |||
Maximum [Member] | Stanford License Agreements [Member] | Stanford [Member] | |||||
Payments for milestone agreement or earned royalties on achievement of milestones | $ 900 |
Related Party Transactions (Add
Related Party Transactions (Additional Information) (Details) - USD ($) $ in Thousands | Dec. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||
Share repurchased, shares | 5,400,000 | ||
Class of warrants repurchased | 1,300,000 | 1,300,000 | |
Common shares, shares issued | 30,088,000 | 35,034,000 | |
Repurchase of warrants or repurchase price | $ 2,600 | ||
Common stock purchase price | 2,700 | ||
Warrant liability | $ 100 | $ 326 | $ 8,301 |
Stockholders' Equity (Additiona
Stockholders' Equity (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 12, 2022 | Apr. 27, 2022 | Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common shares, shares issued | 30,088,000 | 35,034,000 | |||
Common stock issued | $ 3 | $ 4 | |||
Share repurchased, shares | 5,400,000 | ||||
Purchase of common stock | 2,607 | 0 | |||
Warrant liability | $ 100 | $ 326 | $ 8,301 | ||
Closing Sale Price Not Below 1200 Per Share [Member] | |||||
Common stock per share | $ 12 | ||||
Lincoln Park [Member] | |||||
Common shares, shares issued | 100,000 | 0 | |||
Common stock with the fair value | $ 300 | ||||
Common stock purchase commitment | $ 100 | ||||
Common stock per share | $ 1 | ||||
Sole discretion purchase common stock | 30,000 | ||||
Description of common stock closing sale transaction | The Regular Purchase Share Limit may be increased to up to 35,000 shares and 40,000 shares if the closing price of the Company’s common stock is not below $10.00 per share and $12.00 per share, respectively. Any single purchase of the Company’s common stock shall not exceed $3.5 million. | ||||
Purchase price of additional shares | purchase price per share equal to 96% of the lower of (i) the closing price of the Company’s common stock on the purchase date and (ii) the volume weighted average price of the Company’s common stock on the purchase date. | ||||
Share issued, shares | 0 | ||||
Lincoln Park [Member] | Closing Sale Price Not Below 10.00 per Share [Member] | |||||
Common stock per share | $ 10 | ||||
Guggenheim Securities, LLC [Member] | |||||
Common stock issued | $ 23,000 | ||||
Compensation payable | 3% | ||||
Maximum [Member] | |||||
Sale of stock, consideration received on transaction | $ 3,500 | ||||
Maximum [Member] | Closing Sale Price Not Below 10.00 per Share [Member] | |||||
Common shares, shares issued | 35,000 | ||||
Maximum [Member] | Closing Sale Price Not Below 1200 Per Share [Member] | |||||
Common shares, shares issued | 40,000 | ||||
Maximum [Member] | Lincoln Park [Member] | |||||
Sale of stock, consideration received on transaction | $ 50,000 | ||||
Common shares, shares issued | 7 | ||||
Stock Issuance period | 36 months | ||||
Purchase of additional shares | 0.5 | ||||
Minimum [Member] | Lincoln Park [Member] | |||||
Sale of stock, consideration received on transaction | $ 30,000 |
Common Stock Warrants - Additio
Common Stock Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 12, 2022 | |
Common Stock Warrants Outstanding | 5,907,000 | ||
Common Stock Warrants Expiration Date | Aug. 12, 2026 | ||
Class of warrants repurchased | 1,300,000 | 1,300,000 | |
Repurchased Outstanding Warrants | $ 326 | ||
Warrant Redemption Condition Minimum Share Price Scenario Two | $ 18 | ||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1 | $ 11.50 | ||
Common Stock | |||
Issuance of Series C redeemable convertible preferred stock, net of issuance costs, shares | 12,000,000 | ||
Public Warrants | |||
Common Stock Warrants Outstanding | 2,733,000 | ||
Common stock warrants issued as part of business combination | 3,100,000 | ||
Common Stock Warrants Expiration Date | Aug. 12, 2026 | ||
Warrant Redemption Period | 30 days | ||
Class of warrants repurchased | 300,000 | ||
Repurchased Outstanding Warrants | $ 151 | ||
Warrant Redemption Condition Minimum Share Price Scenario One | $ 10 | ||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1 | 11.50 | ||
Public Warrants | Common Stock, Closing Price equals or Exceeds $18 Per Share [Member] | |||
Redemption Price Per Public Warrant | 0.01 | ||
Issuance of common stock Per Share | 18 | ||
Public Warrants | Common Stock, Closing Price equals or Exceeds $10 Per Share [Member] | |||
Redemption Price Per Public Warrant | 0.10 | ||
Issuance of common stock Per Share | $ 10 | ||
Private Placement Warrants | |||
Common Stock Warrants Outstanding | 0 | ||
Common stock warrants assumed as part of business combination | 100,000 | ||
Class of warrants repurchased | 100,000 | ||
P I P E Warrants | |||
Common Stock Warrants Outstanding | 3,174,000 | 4,000,000 | |
Common stock warrants issued as part of business combination | 12,000,000 | ||
Common Stock Warrants Expiration Date | Aug. 12, 2026 | ||
Class of warrants repurchased | 800,000 | ||
Repurchased Outstanding Warrants | $ 175 | ||
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1 | $ 11.50 |
Common Stock Warrants - (Detail
Common Stock Warrants - (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class Of Warrant Or Right [Line Items] | ||
Common Stock Warrants Expiration Date | Aug. 12, 2026 | |
Common stock warrants exercise price per share | $ 11.50 | |
Common Stock Warrants Outstanding | 5,907,000 | |
Common Stock Warrants Fair Value | $ 326 | |
Public Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Common Stock Warrant Classification | Liability | |
Common Stock Warrants Expiration Date | Aug. 12, 2026 | |
Common stock warrants exercise price per share | $ 11.50 | |
Common Stock Warrants Outstanding | 2,733,000 | |
Common Stock Warrants Fair Value | $ 151 | |
P I P E Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Common Stock Warrant Classification | Liability | |
Common Stock Warrants Expiration Date | Aug. 12, 2026 | |
Common stock warrants exercise price per share | $ 11.50 | |
Common Stock Warrants Outstanding | 3,174,000 | 4,000,000 |
Common Stock Warrants Fair Value | $ 175 |
Stock Based Compensation Plan -
Stock Based Compensation Plan - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2022 Employees $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Intrinsic value of options exercised | $ | $ 0 | $ 1,200 | |
Weighted average grant date fair value/shares | $ / shares | $ 2.28 | $ 6.36 | |
Unrecognized stock based compensation expense | $ | $ 9,900 | ||
Weighted-average period | 2 years 6 months | ||
Common shares, shares issued | shares | 30,088,000 | 35,034,000 | |
Stock options outstanding | shares | 1,300,000 | 3,896 | 1,794 |
Number of employees held stock options | Employees | 59 | ||
Weighted average exercise price | $ / shares | $ (8.81) | ||
Incremental expense | $ | $ 700 | ||
vested member | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Incremental expense | $ | 300 | ||
unvested member | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Incremental expense | $ | 400 | ||
RSA [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value of RSAs vested | $ | $ 200 | $ 600 | |
Employee stock purchase plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares reserved for future issuance | shares | 600,000 | ||
Percentage of discount payroll deductions | 15% | ||
Common stock trading description | The eligible employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the purchase day | ||
Common shares, shares issued | shares | 300,000 | ||
2015 stock plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Vesting Period | 4 years | ||
Cliff vesting period | 1 year | ||
2021 Stock Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares reserved for future issuance | shares | 3,700,000 | ||
Stock options outstanding | shares | 1,300,000 | ||
Weighted average exercise price | $ / shares | $ 2.16 | ||
2021 Stock Plan [Member] | Employee Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Description of modification of options | Options under the 2021 Plan generally vest over four years. | ||
2021 Stock Plan [Member] | Employee Stock | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expiration period | 10 years |
Stock Based Compensation Plan_2
Stock Based Compensation Plan - Summary of Stock Option Activity for Company's Stock Option Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options Outstanding Beginning Balance | 1,794 | |
Number of Options Granted | 2,198 | |
Number of options Forfeited | (79) | |
Number of Options Cancelled | (17) | |
Number of Options Outstanding Ending Balance | 3,896 | 1,794 |
Number of Options outstanding and exercisable | 1,430 | |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ / shares | $ 6.31 | |
Weighted Average Exercise Price Granted | 3.26 | |
Weighted Average Exercise Price Forfeited | 6.13 | |
Weighted Average Exercise Price Cancelled | 6.77 | |
Weighted Average Exercise Price Outstanding, Ending Balance | 2.43 | $ 6.31 |
Weighted Average Exercise Price Options outstanding and exercisable | $ 1.94 | |
Weighted Average Remaining Contractual Life (In Years) | 8 years 5 months 8 days | 8 years 5 months 4 days |
Weighted Average Remaining Contractual Life, exercisable (In Years) | 7 years 5 months 23 days | |
Aggregate Intrinsic Value | $ 0 | |
Aggregate Intrinsic Value Options outstanding and exercisable | $ 0 |
Stock Based Compensation Plan_3
Stock Based Compensation Plan - Summary of RSA Activity (Details) - RSA [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Beginning Balance | shares | 161 |
Number of Shares RSAs, Vested | shares | (56) |
Number of Shares RSAs, unvested, Ending Balance | shares | 105 |
Weighted Average Grant Date Fair Value RSAs, Unvested Beginning Balance | $ / shares | $ 9.39 |
Weighted Average Grant Date Fair Value RSAs, Vested | $ / shares | 8.72 |
Weighted Average Grant Date Fair Value RSAs, Unvested Ending Balance | $ / shares | $ 9.74 |
Stock Based Compensation Plan-
Stock Based Compensation Plan- Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Options (Details) - Stock Option | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | 6 years 3 days |
Expected volatility | 81.07% | 71.23% |
Risk-free rate | 2.03% | 0.89% |
Dividend yield | 0% | 0% |
Stock Based Compensation Plan_4
Stock Based Compensation Plan - Schedule of Stock-Based Compensation Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
General and administrative | $ 19,826 | $ 14,214 |
Total stock-based compensation expense | 4,517 | 2,316 |
Research and Development Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Research and development | 1,612 | 736 |
General and Administrative Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
General and administrative | $ 2,905 | $ 1,580 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 | |
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carry forwards expiration start year | 2036 | |||
Research and development credits | $ 3,775,000 | $ 2,392,000 | ||
Deferred tax assets, deferred expense, capitalized research and development costs increase | $ 6,700,000 | |||
Uncertain income tax position, Description | An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. | |||
Reinsurance Retention Policy Amount Retained | 1,000,000 | $ 300,000 | ||
Income tax expense (benefit) | $ 0 | 0 | ||
Net valuation allowance increased | 9,700,000 | $ 9,700,000 | ||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carry forward | 1,300,000 | |||
Capitalized expenses, amortization period | 5 years | |||
Net operating loss carryforwards | $ 139,400,000 | |||
Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carry forwards expiration start year | 2036 | |||
Research and development credits | $ 2,200,000 | |||
Domestic Tax Authority [Member] | Indefinite Tax Year [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 127,000,000 | |||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carry forward | 27,400,000 | |||
Research and development credits | 3,800,000 | |||
Capitalized expenses, amortization period | 15 years | |||
Net operating loss carryforwards | $ 53,000,000 | |||
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carry forwards expiration start year | indefinitely |
Income Taxes - Summary of Net D
Income Taxes - Summary of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 32,985 | $ 31,826 |
Section 174 capitalized expense | 6,812 | 0 |
Research and development credits | 3,775 | 2,392 |
Lease liabilities | 1,096 | 1,521 |
Accrual and reserves | 739 | 590 |
Employee retention credits | 271 | 284 |
Stock-based compensation | 201 | 129 |
Capitalized intangible costs | 176 | 122 |
Fixed assets | 66 | 0 |
Other | 3 | 3 |
Gross deferred tax assets | 46,124 | 36,867 |
Less valuation allowance | (45,343) | (35,665) |
Deferred tax assets, net of valuation allowance | 781 | 1,202 |
Deferred tax liabilities | ||
Right-of-use assets | (686) | (962) |
Fixed assets | 0 | (101) |
Other | (95) | (139) |
Gross deferred tax liabilities | (781) | (1,202) |
Total net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Summary of Tax B
Income Taxes - Summary of Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of the year | $ 974 | $ 921 |
Additions based on tax positions related to current year | 654 | 480 |
Reductions based on tax positions of prior year | 0 | (427) |
Balance at end of the year | $ 1,628 | $ 974 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of U.S. Federal Statutory Income Tax Rate TO Effective Income Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate | 21% | 21% |
State tax | 2.12% | (2.78%) |
Tax credits | 1.72% | 1.70% |
Stock-based compensation | (2.26%) | 0% |
Change in valuation allowance | (26.88%) | (16.92%) |
NOL and tax credits limited under 382 | 0% | (2.00%) |
Gain on warrant liabilities | 4.60% | 0% |
Other | (0.30%) | (0.57%) |
Effective Income Tax Rate Reconciliation, Percent, Total | 0% | 0% |
401(K) Plan Additional Informat
401(K) Plan Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Retirement Benefits [Abstract] | |
Company's Contributions | $ 0.2 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - Subsequent Events $ in Millions | Jan. 31, 2023 USD ($) |
Subsequent Event [Line Items] | |
Workforce reduction | 25% |
Restructuring Charges | $ 1.2 |