Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 30, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | eFFECTOR Therapeutics, Inc. | |
Entity Central Index Key | 0001828522 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 41,395,362 | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39866 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3306396 | |
Entity Address, Address Line One | 142 North Cedros Avenue | |
Entity Address, Address Line Two | Suite B | |
Entity Address, City or Town | Solana Beach | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92075 | |
City Area Code | 858 | |
Local Phone Number | 925-8215 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | EFTR | |
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | EFTRW | |
Title of 12(b) Security | Warrants to purchase common stock | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 17,664 | $ 49,702 |
Short-term investments | 28,042 | 0 |
Prepaid expenses and other current assets | 2,633 | 3,194 |
Total current assets | 48,339 | 52,896 |
Property and equipment, net | 149 | 91 |
Operating lease right-of-use assets | 153 | 166 |
Other assets | 854 | 903 |
Total assets | 49,495 | 54,056 |
Current liabilities: | ||
Accounts payable | 294 | 516 |
Accrued expenses | 2,290 | 3,418 |
Lease liabilities, current portion | 46 | 44 |
Total current liabilities | 2,630 | 3,978 |
Earn-out liability | 1,373 | 12,130 |
Non-current term loans, net | 18,816 | 18,760 |
Accrued final payment on term loans | 1,100 | 1,100 |
Non-current warrant liability | 233 | 678 |
Non-current lease liabilities | 109 | 126 |
Total liabilities | 24,261 | 36,772 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 100,000,000 and zero shares authorized at March 31, 2022 and December 31, 2021 respectively; zero shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value; 1,000,000,000 shares authorized at March 31, 2022 and December 31, 2021; 41,395,352 shares issued and 41,095,352 shares issued and outstanding as of March 31, 2022; 40,689,975 shares issued and 40,389,975 shares issued and outstanding as of December 31, 2021 | 4 | 4 |
Additional paid-in capital | 143,112 | 138,181 |
Accumulated other comprehensive loss | (50) | |
Accumulated deficit | (117,832) | (120,901) |
Total stockholders' equity | 25,234 | 17,284 |
Total liabilities and stockholders' equity | $ 49,495 | $ 54,056 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Aug. 25, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares authorized | 100,000,000 | 0 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | 28,453,228 |
Common stock price per share | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Common stock, shares issued | 41,395,352 | 40,689,975 | |
Common stock, shares outstanding | 41,095,352 | 40,389,975 | |
Series A Preferred Stock [Member] | |||
Preferred stock, shares outstanding | 11,563,819 | ||
Series B Preferred Stock [Member] | |||
Preferred stock, shares outstanding | 10,154,819 | ||
Series C Preferred Stock [Member] | |||
Preferred stock, shares outstanding | 6,734,590 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 3,112 | $ 4,468 |
General and administrative | 3,436 | 1,269 |
Total operating expenses | 6,548 | 5,737 |
Operating loss | (6,548) | (5,737) |
Other income (expense) | ||
Interest income | 24 | 1 |
Interest expense | (478) | (306) |
Other income (expense), net | (686) | (48) |
Change in fair value of earn-out liability | 10,757 | 0 |
Loss on debt extinguishment | 0 | 492 |
Total other income (expense) | 9,617 | (845) |
Net income (loss) | 3,069 | (6,582) |
Comprehensive income (loss): | ||
Other comprehensive loss | (50) | 0 |
Comprehensive income (loss) | $ 3,019 | $ (6,582) |
Net income (loss) per share attributable to common shareholders: | ||
Net income (loss) per share - Basic | $ 0.08 | $ (4.55) |
Net income (loss) per share - diluted | $ 0.07 | $ (4.55) |
Weighted-average common shares outstanding: | ||
Weighted average common shares outstanding - basic | 40,848,325 | 1,445,065 |
Weighted average common shares outstanding - diluted | 43,382,444 | 1,445,065 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2020 | $ (132,245) | $ 4,454 | $ (136,699) | |||||
Temporary Equity, Balance, shares at Dec. 31, 2020 | 11,563,819 | 10,154,819 | 6,734,590 | |||||
Temporary Equity, Balance at Dec. 31, 2020 | $ 46,567 | $ 51,084 | $ 35,573 | |||||
Balance, shares at Dec. 31, 2020 | 1,445,065 | |||||||
Stock option exercises, shares | 0 | |||||||
Stock-based compensation expense | 188 | 188 | ||||||
Net income (Loss) | (6,582) | (6,582) | ||||||
Balance at Mar. 31, 2021 | (138,639) | 4,642 | (143,281) | |||||
Temporary Equity, Balance, shares at Mar. 31, 2021 | 11,563,819 | 10,154,819 | 6,734,590 | |||||
Temporary Equity, Balance at Mar. 31, 2021 | $ 46,567 | $ 51,084 | $ 35,573 | |||||
Balance, shares at Mar. 31, 2021 | 1,445,065 | |||||||
Balance at Dec. 31, 2021 | $ 17,284 | $ 4 | 138,181 | (120,901) | ||||
Temporary Equity, Balance, shares at Dec. 31, 2021 | ||||||||
Temporary Equity, Balance at Dec. 31, 2021 | ||||||||
Balance, shares at Dec. 31, 2021 | 40,389,975 | 40,389,975 | ||||||
Stock option exercises | $ 3 | 3 | ||||||
Stock option exercises, shares | 4,828 | 4,828 | ||||||
Issuance of common stock, net of issuance costs, shares | 700,549 | |||||||
Issuance of common stock, net of issuance costs, value | $ 3,791 | 3,791 | ||||||
Stock-based compensation expense | 1,137 | 1,137 | ||||||
Unrealized loss on short-term investments | (50) | (50) | ||||||
Net income (Loss) | 3,069 | 3,069 | ||||||
Balance at Mar. 31, 2022 | $ 25,234 | $ 4 | $ 143,112 | $ (50) | $ (117,832) | |||
Temporary Equity, Balance, shares at Mar. 31, 2022 | ||||||||
Temporary Equity, Balance at Mar. 31, 2022 | ||||||||
Balance, shares at Mar. 31, 2022 | 41,095,352 | 41,095,352 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities: | ||
Net income (Loss) | $ 3,069 | $ (6,582) |
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities: | ||
Depreciation and amortization expense | 5 | 7 |
Accretion of discount and amortization of premium on investments, net | 49 | 0 |
Stock-based compensation | 1,138 | 188 |
Loss on debt extinguishment | 0 | 492 |
(Gain) Loss on change in fair value of warrant liability | (445) | 49 |
Gain on change in fair value of earn-out liability | (10,757) | 0 |
Other expense related to the equity purchase agreement | 1,131 | 0 |
Non-cash interest expense | 93 | 36 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 637 | 532 |
Other non-current assets | 48 | 0 |
Accounts payable | (223) | 111 |
Accrued expenses | (1,241) | 174 |
Operating lease right-of-use assets and liabilities, net | (1) | (4) |
Net cash used in operating activities | (6,497) | (4,997) |
Investing activities: | ||
Proceeds from sale of fixed assets | 0 | 607 |
Purchases of fixed assets | (57) | 0 |
Purchases of short-term investments | 28,217 | 0 |
Net cash (used in) provided by investing activities | (28,274) | 607 |
Financing activities: | ||
Payment of debt issuance costs | (37) | 0 |
Proceeds from exercise of common stock options | 3 | 0 |
Proceeds from issuance of common stock, net of issuance costs | 2,767 | 0 |
Issuance of term loans, net of issuance costs | 0 | 19,889 |
Repayment of term loans | 0 | (13,940) |
Payment of offering costs | 0 | (1) |
Net cash provided by financing activities | 2,733 | 5,948 |
Net (decrease) increase in cash and cash equivalents | (32,038) | 1,558 |
Cash and cash equivalents at beginning of period | 49,702 | 15,216 |
Cash and cash equivalents at end of period | 17,664 | 16,774 |
Supplemental disclosure of cash flow information | ||
Interest paid | 422 | 296 |
Issuance of commitment shares | 862 | 0 |
Accrued issuance costs | 107 | 55 |
Accrued debt issuance costs | 0 | 54 |
Purchases of Fixed Assets Included In Accounts Payable And Accrued Expenses | $ 7 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Description of Business Locust Walk Acquisition Corp. ("LWAC”) was initially formed on October 2, 2020 as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more operating businesses. On May 26, 2021, LWAC entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Locust Walk Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of LWAC (“Merger Sub”), and eFFECTOR Therapeutics, Inc., a Delaware corporation (“ Old eFFECTOR”). Pursuant to the terms of the Merger Agreement, a business combination between LWAC and Old eFFECTOR was effected through the merger of the Merger Sub with and into Old eFFECTOR, with Old eFFECTOR surviving as the surviving company and a wholly-owned subsidiary of LWAC with the name of eFFECTOR Therapeutics Operations, Inc. On August 25, 2021, and in connection with the closing of the business combination (the "Business Combination"), LWAC was renamed eFFECTOR Therapeutics, Inc. ("eFFECTOR" or the "Company"). All outstanding preferred shares of Old eFFECTOR converted into common shares of Old eFFECTOR on a 1:1 basis, which were then converted, along with all outstanding common shares of Old eFFECTOR, into common shares of the surviving eFFECTOR company through application of an exchange ratio of approximately 0.09657 (the "Exchange Ratio"). The Company is a clinical-stage biopharmaceutical company focused on pioneering the discovery and development of a new class of oncology drugs the Company refers to as selective translation regulator inhibitors. The Company’s principal operations are in the United States, with its headquarters in Solana Beach, California. The Company has devoted substantially all of its resources to raising capital, identifying potential product candidates, establishing its intellectual property portfolio, conducting preclinical studies and clinical trials, establishing arrangements with third parties for the manufacture of its product candidates and related raw materials, and providing general and administrative support for these operations. The Company has not generated revenues from its principal operations through March 31, 2022. Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of March 31, 2022 and for the three months ended March 31, 2022 and 2021 have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to Article 10 of Regulation S-X of the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These unaudited financial statements include only normal and recurring adjustments that the Company believes are necessary to fairly state the Company’s financial position and the results of its operations and cash flows. The results for the three months ended March 31, 2022 are not necessarily indicative of the results expected for the full fiscal year or any subsequent interim period. The balance sheet at December 31, 2021 has been derived from the audited financial statements at that date but does not include all the disclosures required by GAAP for complete financial statements. Because all of the disclosures required by GAAP for complete financial statements are not included herein, these unaudited financial statements and the notes accompanying them should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2021 included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 16, 2022. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, LWAC was treated as the “acquired” Company and eFFECTOR is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Old eFFECTOR issuing stock for the net assets of LWAC, accompanied by a recapitalization. The net assets of LWAC are stated at historical cost, with no goodwill or other intangible assets recorded. Old eFFECTOR was determined to be the accounting acquirer based on the following predominant factors: • Old eFFECTOR’s shareholders had a majority of the voting power of the combined company; • the Board and Management were primarily composed of individuals associated with Old eFFECTOR; and • Old eFFECTOR comprised all of the ongoing operations of the combined company. The consolidated assets, liabilities and results of operations prior to the Business Combination are those of Old eFFECTOR. The shares and corresponding capital amounts and income or losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the Exchange Ratio established in the Business Combination. Liquidity The Company has a limited operating history and the sales and income potential of the Company’s business and market are unproven. The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty. Management is required to perform a two-step analysis over its ability to continue as a going concern. Management must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern (step 1). If management concludes that substantial doubt is raised, management is also required to consider whether its plans alleviate that doubt (step 2). The Company has experienced net losses and negative cash flows from operating activities since its inception, aside from the years ended December 31, 2021 and December 31, 2020 when net income was realized as a result of a gain on change in fair value recognized associated with the earn-out liability and non-recurring revenue in connection with the Research Collaboration and License Agreement with Pfizer, respectively. The Company has an accumulated deficit of $ 117.8 million at March 31, 2022. For the three months ended March 31, 2022, the Company used $ 6.5 million in cash for operations. At March 31, 2022, the Company had cash and cash equivalents of $ 17.7 million and short-term investments of $ 28.0 million . The Company anticipates that its expenses will increase significantly in connection with its ongoing activities to support its research and development efforts, and it expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future. The Company believes that its cash and cash equivalents and short-term investments held as of March 31, 2022 are sufficient to fund planned operations for at least twelve months from the date that these financial statements are issued, though the Company may pursue additional cash resources through public or private equity or debt financings. Additionally, in January 2022, the Company entered into an equity purchase agreement with Lincoln Park Capital Fund, LLC ("Lincoln Park"), which included an initial purchase of $ 3.0 million of shares of common stock and provides for the availability of an additional $ 47.0 million of shares of its common stock over the thirty-six ( 36 ) month term subject to certain conditions (refer to Note 9). Management’s expectations with respect to its ability to fund current planned operations is based on estimates that are subject to risks and uncertainties. Its operating plan may change as a result of many factors currently unknown to management and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than anticipated. If adequate funds are not available to the Company on a timely basis, management may be required to delay, limit, reduce or terminate certain of its research, product development or future commercialization efforts, obtain funds through arrangements with collaborators on terms unfavorable to the Company, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of its stockholders. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Research and Development Costs Research and development expenses primarily consist of costs associated with the preclinical and clinical development of the Company’s product candidates. Research and development costs are expensed as incurred. Clinical Trial Accruals and Preclinical Studies The Company is required to estimate expenses resulting from our obligations under contracts with vendors and consultants, CROs and clinical sites in connection with conducting clinical trials and preclinical studies. The financial terms of these contracts are subject to negotiations which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company reflects clinical trial and preclinical study expenses in the financial statements by matching those expenses with the period in which services and efforts are expended. The Company accounts for these expenses according to the progress of the clinical trial or preclinical study as measured by the timing of various aspects of the clinical trial, preclinical study, or related activities. The Company determines accrual estimates through review of the underlying contracts along with preparation of financial models taking into account correspondence with clinical and other key personnel and third-party service providers as to the progress of the clinical trials, preclinical studies, or other services being conducted. During the course of a clinical trial or preclinical study, the Company adjusts the rate of expense recognition if actual results differ from estimates. Public and Private Placement Warrants Upon completion of the Business Combination, the Company assumed public and private placement warrants that were issued by LWAC in connection with their IPO in January 2021 whereby holders of the public and private placement warrants are entitled to acquire common stock of the Company. The Company has concluded that the public warrants are equity-classified. Since the settlement value of the private placement warrants is dependent, in part, on who holds the warrants at the time of settlement, they are not considered indexed to the Company's stock and are therefore recorded as liabilities. Warrants classified as liabilities are recorded at their estimated fair value on the date of issuance and are revalued at each subsequent balance sheet date, with fair value changes recognized in other income (expense), net in the accompanying statements of operations and comprehensive income (loss). The Company estimates the fair value of these warrants using the Black-Scholes option pricing model. Stock-Based Compensation Expense Stock-based compensation expense represents the cost of the grant date fair value of employee stock option grants recognized over the requisite service period of the awards (usually the vesting period) on a straight- line basis. The Company estimates the fair value of stock option grants using the Black-Scholes option-pricing model. The Company accounts for stock options granted to non-employees using the fair value approach. The Black-Scholes option-pricing model requires the use of subjective assumptions, including the risk- free interest rate, the expected stock price volatility, the expected term of stock options, and the expected dividend yield. The fair value of the underlying common stock used within the Black-Scholes option-pricing model is based on the closing price of common stock on the date of grant. Earn-out Shares In accordance with the Merger Agreement, 5,000,000 shares ("Earn-Out Shares") are contingently issuable to Old eFFECTOR stockholders and option holders upon the occurrence of the Triggering Event (see Note 3), defined within the Merger Agreement as the date on which the common stock price equals or exceeds $ 20.00 over at least 20 trading days out of a 30 consecutive trading day period during the two-year period following the close date of the Business Combination. The estimated fair value of the Earn-Out Shares was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the earn-out period using the most reliable information available. The Company has determined that the contingent obligation to issue Earn-Out Shares to existing Old eFFECTOR shareholders is not indexed to the Company's stock under ASC 815-40 and therefore equity treatment is precluded. The Triggering Event that determines the issuance of the Earn-Out Shares includes terms that are not solely indexed to our common stock , and as such liability classification is required. Equity-linked instruments classified as liabilities are recorded at their estimated fair value on the date of issuance and are revalued at each subsequent balance sheet date, with fair value changes recognized in other income (expense), net in the accompanying statements of operations and comprehensive income (loss). The Company has determined that the contingent obligation to issue Earn-Out Shares to existing Old eFFECTOR option holders falls within the scope of ASC 718, Share-based Compensation, because the option holders are required to continue providing service until the occurrence of the Triggering Event. The fair value of the option holder Earn-Out Shares is recorded as share-based compensation over the derived service period of the Monte Carlo simulation valuation model, recognized in research and development and general and administrative expense in the statements of operations and comprehensive income (loss). Comprehensive Loss Comprehensive loss consists of net loss and unrealized gains or losses on available-for-sale investments. The Company presents comprehensive loss and its components as part of the statements of operations and comprehensive loss. Cash, Cash Equivalents and Short-term Investments Cash and Cash Equivalents The Company considers all highly liquid investments with insignificant interest rate risk and an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of money market funds and U.S. Treasury Securities with an original maturity of less than three months at the date of purchase. Short-term Investments Short-term investments consist of U.S. Treasury securities, classified as available-for-sale securities and have maturities of greater than three months but less than one year. The Company has classified all of its available-for-sale securities as current assets on the balance sheets because these are considered highly liquid securities and are available for use in current operations. The Company carries these securities at fair value, and reports unrealized gains and losses as a separate component of accumulated other comprehensive loss. Amortization and accretion of any purchase premiums or discounts is included in interest income in the statements of operations and comprehensive loss. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes, based on their preliminary assessment, that the impact of recently issued standards that are not yet effective will not have a material impact on their financial position or results of operations upon adoption. In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12—Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Topic 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates. This standard is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company adopted this standard in the first quarter of 2021 using the prospective method, and the adoption did not have a material impact on the Company’s financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), which addresses the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The amendments in this ASU reduce the number of accounting models for convertible debt instruments and convertible preferred stock, as well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusion. In addition, this ASU improves and amends the related earnings per share guidance. The amendments in this ASU are effective for the Company on January 1, 2024, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. The Company early adopted this standard on January 1, 2022 and there was no impact on its financial statements or the related disclosures. Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with the FASB guidance for Earnings Per Share, which established standards regarding the computation of earnings per share by companies that have issued securities other than common stock that contractually entitle the holder to participate in earnings and dividends. The guidance requires earnings available to common shareholders for the period, after deduction of preferred stock preferences, to be allocated between the common and preferred shareholders based on their respective rights to receive dividends. The Company is not required to present basic and diluted net income per share for securities other than common stock; therefore, the net income (loss) per share amounts only pertain to the Company’s common stock. Basic net income (loss) per share is calculated by dividing income (loss) allocable to common shareholders (net income after reduction for any required returns to preferred stock shareholders prior to paying dividends to the common shareholders, assuming current income for the period had been distributed) by the weighted-average number of common shares outstanding, during the period. The Company calculates diluted net income per share using the more dilutive of the 1) treasury stock method, if-converted method, or contingently issuable share method, as applicable, or 2) the two-class method. The Company has used the treasury stock method to calculate diluted net income (loss) per share for the three months ended March 31, 2022. Diluted net income per share for the three months ended March 31, 2022 and the three months ended March 31, 2021 also reflects the assumed exercise of options outstanding during the period using the treasury stock method, to the extent dilutive. Warrants were excluded from the calculation of diluted net income per share for the three months ended March 31, 2022 and the three months ended March 31, 2021 as their effect would be anti-dilutive. As a result of the Business Combination, the Company has retroactively restated the weighted average shares outstanding prior to August 25, 2021, to give effect to the Exchange Ratio. The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share and per share data): Three Months Ended March 31, March 31, Basic Net Income (Loss) per share Net income (loss) $ 3,069 $ ( 6,582 ) Weighted average common shares outstanding - basic 40,848,325 1,445,065 Net income (loss) per share - basic $ 0.08 $ ( 4.55 ) Diluted Net Income (Loss) per share Net income (loss) $ 3,069 $ ( 6,582 ) Weighted average common shares outstanding - basic 40,848,325 1,445,065 Weighted average effect of dilutive securities: Stock options 2,534,119 — Weighted average common shares outstanding - diluted 43,382,444 1,445,065 Net income (loss) per share - diluted $ 0.07 $ ( 4.55 ) Potentially dilutive securities as of March 31, 2022 and 2021 are as follows (in common stock equivalent shares): For the Three Months Ended March 31, 2022 2021 Series A Convertible Preferred Stock — 11,563,819 Series B Convertible Preferred Stock — 10,154,819 Series C Convertible Preferred Stock — 6,734,590 Series C Convertible Preferred Stock Warrants — 108,029 Public warrants 5,833,333 — Private placement warrants 181,667 — Earn-Out Shares 5,000,000 — Unvested sponsor shares 300,000 — Stock options outstanding 2,122,826 3,909,237 Total 13,437,826 32,470,494 |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination As discussed in Note 1, on August 25, 2021, the Company completed the Business Combination pursuant to the Merger Agreement. Upon closing of the Business Combination, the combined company was renamed eFFECTOR Therapeutics, Inc. As a result of the Business Combination, each share of Old eFFECTOR preferred stock and common stock was converted into the right to receive approximately 0.09657 shares of the Company's common stock for an aggregate of 30,021,762 shares of common stock issued in the Business Combination. Former holders of shares of Old eFFECTOR common stock (including shares received as a result of the conversion of Old eFFECTOR preferred stock and the exercise of Old eFFECTOR warrants) and former holders of options to purchase shares of Old eFFECTOR will also be entitled to receive their pro rata share of up to 5,000,000 Earn-Out Shares of common stock if, on or prior to August 26, 2023, the closing share price of shares of common stock equals or exceeds $ 20.00 over at least 20 trading days within a 30 -day trading period (the “Triggering Event”) and, in respect of each former holder of Old eFFECTOR stock options, such holder continues to provide services to the Company or one of its subsidiaries at the time of such Triggering Event. The Earn-Out Shares will also be earned and issuable in the event of a change in control of the Company on or prior to August 26, 2023 that results in the holders of common stock receiving a per-share price equal to or in excess of $20.00. Pursuant to subscription agreements entered into in connection with the Merger Agreement (collectively, the “Subscription Agreements”), certain investors agreed to subscribe for an aggregate of 6,070,003 newly-issued shares of Common Stock at a purchase price of $ 10.00 per share for an aggregate purchase price of $ 60.7 million (the “PIPE Financing”). At the closing, we consummated the PIPE Financing. A total of 10,347,611 shares of common stock were issued in connection with the close of the Business Combination, inclusive of the PIPE Financing shares and shares held by LWAC sponsor and public investors. In connection with the closing of the Business Combination, the LWAC sponsor received 4,056,250 shares of eFFECTOR common stock, of which 300,000 shares were subject to vesting if, on or prior to August 25, 2024, the price of shares of common stock equals or exceeds $ 15.00 per share for a period of at least 20 trading days out of 30 consecutive trading days ending on the trading day immediately prior to the date of determination (the "Sponsor Shares"). The 300,000 sponsor shares subject to vesting meet the criteria for equity classification, but are not considered outstanding from an accounting perspective. These shares are considered issued but not outstanding as of March 31, 2022 and have been excluded from outstanding shares in the calculation of income (loss) per share for the three months ended March 31, 2022. After giving effect to the Business Combination, and the consummation of the PIPE Financing, there were 40,669,373 shares of Common Stock issued and 40,369,373 shares of Common Stock issued and outstanding. In connection with the closing of the Business Combination, options to purchase shares of Old eFFECTOR common stock were converted, at an exchange ratio of approximately 0.09657 , into options to purchase an aggregate of 3,920,657 shares of Common Stock, with a weighted-average exercise price of $ 1.56 per share. Pursuant to the terms of the Merger Agreement, the Company’s shareholders exchanged their interests in the Company for shares of common stock of eFFECTOR. In addition, awards under the Company’s existing equity incentive plans, including the 2013 Plan, continue in full force and effect on the same terms and conditions as were previously applicable to such awards, subject to adjustments to the exercise price and number of shares of common stock issuable upon exercise based on the final exchange ratio of approximately 0.09657 . Gross proceeds from this transaction totaled approximately $ 67.0 million, which included funds held in LWAC’s trust and operating accounts and the completion of a concurrent sale of 6,070,003 shares of Common Stock at a purchase price of $ 10.00 per share in the PIPE Financing. The transaction was accounted for as a “reverse recapitalization” in accordance with GAAP. Under the reverse recapitalization model, the Business Combination was treated as eFFECTOR issuing equity for the net assets of LWAC, with no goodwill or intangible assets recorded. Under this method of accounting, LWAC was treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, eFFECTOR stockholders have a majority of the voting power of the combined company, comprise all of the ongoing operations of the combined entity, comprise a majority of the governing body of the combined company, and eFFECTOR senior management comprise all of the senior management of the combined company. All periods prior to the Business Combination have been retroactively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization. In connection with the Business Combination, the Company raised $ 52.9 million of net proceeds. This amount was comprised of $ 6.3 million of cash held in LWAC’s trust and operating accounts from its initial public offering and $ 60.7 million of cash in connection with the PIPE Financing, less LWAC’s transaction costs and underwriters’ fees of $ 11.1 million. Old eFFECTOR incurred $ 3.0 million of transaction costs, consisting of banking, legal, and other professional fees which were recorded as a reduction to additional paid-in capital. In addition to the net proceeds disclosed above, the Company also assumed $ 0.9 million of net liabilities of LWAC upon closing of the Business Combination. The following summarizes the common stock outstanding following the consummation of the Business Combination, PIPE Financing and the automatic cashless exercise of Old eFFECTOR warrants: Shares % Old eFFECTOR Stockholders 30,021,762 74.4 % LWAC Stockholders 521,358 1.3 % LWAC Founders (1) 3,756,250 9.3 % PIPE Investors 6,070,003 15.0 % Total 40,369,373 100.0 % (1) Excludes 300,000 Sponsor Shares subject to vesting that are not considered outstanding from an accounting perspective. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). The Company’s cash equivalents are classified using Level 1 inputs within the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. The Company estimates the fair value of its warrant liabilities at the time of issuance and subsequent remeasurement using the Black-Scholes option pricing model at each reporting date, if required, based on the following inputs: the risk-free interest rates; the expected dividend rates; the remaining contractual life of the warrants; the fair value of the underlying stock; and the expected volatility of the price of the underlying stock. The estimates are based, in part, on subjective assumptions and could differ materially in the future. Changes to these assumptions as well as the fair value of the Company’s stock on the reporting date can have a significant impact on the fair value of the warrant liability. The following table summarizes the Company’s assets and liabilities that require fair value measurements on a recurring basis and their respective input levels based on the fair value hierarchy as of March 31, 2022 and December 31, 2021 (in thousands): Fair Value Measurements Using March 31, Quoted Prices Significant Significant 2022 Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 12,665 $ 12,665 $ — $ — U.S. Treasury securities 4,999 — 4,999 — Short-term investments: U.S. Treasury securities 28,042 — 28,042 — Total assets $ 45,706 $ 12,665 $ 33,041 $ — Liabilities Private placement warrant liability $ 233 $ — $ — $ 233 Earn-out liability 1,373 — — 1,373 Total liabilities $ 1,606 $ — $ — $ 1,606 Fair Value Measurements Using December 31, Quoted Prices Significant Significant 2021 Level 1 Level 2 Level 3 Assets Money market funds $ 49,702 $ 49,702 $ — $ — Total assets $ 49,702 $ 49,702 $ — $ — Liabilities Private placement warrant liability $ 678 $ — $ — $ 678 Earn-out liability 12,130 — — 12,130 Total liabilities $ 12,808 $ — $ — $ 12,808 Cash Equivalents and Short-Term Investments Financial assets measured at fair value on a recurring basis consist of the Company’s cash equivalents and short-term investments. Cash equivalents consisted of money market funds and short-term investments consisted of U.S. Treasury securities. The Company obtains pricing information from its investment manager and generally determines the fair value of investment securities using standard observable inputs, including reported trades, broker/dealer quotes, and bids and/or offers. Investments are classified as Level 1 within the fair value hierarchy if their quoted prices are available in active markets for identical securities. Investments in money market funds of $ 12.7 million and $ 49.7 million as of March 31, 2022 and December 31, 2021, respectively, were classified as Level 1 instruments and were included in cash and cash equivalents. Investments in marketable securities are valued using Level 2 inputs. Level 2 securities are initially valued at the transaction price and subsequently valued and reported upon utilizing inputs other than quoted prices that are observable either directly or indirectly, such as quotes from third-party pricing vendors. Fair values determined by Level 2 inputs, which utilize data points that are observable such as quoted prices, interest rates and yield curves, require the exercise of judgment and use of estimates, that if changed, could significantly affect the Company’s financial position and results of operations. The marketable securities of $ 33.0 million as of March 31, 2022 were classified as Level 2 instruments, $ 5.0 million of which is included in cash and cash equivalents and $ 28.0 million of which is included in short-term investments. There were no marketable securities as of December 31, 2021. Accrued interest receivable related to short-term investments was $ 0.1 million as of March 31, 2022, and included as part of prepaid expenses and other current assets in the condensed balance sheets. The following tables summarize the Company’s short-term investments accounted for as available-for-sale securities as of March 31, 2022 (in thousands): March 31, 2022 Maturity Amortized Unrealized Unrealized Estimated (in years) Cost Gains Losses Fair Value U.S. Treasury securities 1 year or less $ 33,091 $ — $ ( 50 ) $ 33,041 $ 33,091 $ — $ ( 50 ) $ 33,041 Preferred Stock Warrant Liability The preferred stock warrant liability was measured at fair value, using a combination of observable and unobservable inputs. The change in fair value of preferred stock warrant liabilities were recorded in Other income (expense) on the statement of operations and comprehensive income (loss). All outstanding preferred stock warrants were cashless exercised as a result of the Business Combination on August 25, 2021 (See Note 8). The preferred stock warrants were remeasured to fair value on the date of cashless exercise based on the net shares issued and fair value of common stock on the settlement date, which was the close date of the Business Combination on August 25, 2021. The following table presents activity for the preferred stock warrant liability measured at fair value using significant unobservable Level 3 inputs during the three months ended March 31, 2021 (in thousands): Series C Preferred Stock Warrant Liability Balance at December 31, 2020 $ 433 Issuance of new warrants 271 Change in fair value 49 Balance at March 31, 2021 $ 753 Private Placement Warrant Liability In connection with the Business Combination, the Company assumed the public and private placement warrants described in Note 2. The private placement warrants are precluded from equity treatment and are recorded as liabilities as they are not considered indexed to the Company's Common Stock. The private placement warrant liability is measured at fair value, using a combination of observable and unobservable inputs. The change in fair value of the private placement warrant liability is recorded in other income (expense) on the statement of operations and comprehensive income (loss). The following key assumptions were used in determining the fair value of the private placement warrant liability valued using the Black-Scholes option pricing model as of March 31, 2022 and December 31, 2021: March 31, December 31, Common stock price $ 4.01 $ 8.28 Expected volatility 70.0 % 65.0 % Risk-free interest rate 2.4 % 1.3 % Expected term (in years) 4.4 4.7 Expected dividend yield — — The following table presents activity for the private placement warrant liability measured at fair value using significant unobservable Level 3 inputs during the three months ended March 31, 2022 (in thousands): Private Placement Warrant Liability Private Placement Warrants liability - August 25, 2021 (closing date) $ 1,862 Change in fair value - Closing Date through December 31, 2021 ( 1,184 ) Balance at December 31, 2021 678 Change in fair value ( 445 ) Balance at March 31, 2022 $ 233 Earn-Out Liability Former holders of shares of Old eFFECTOR common stock were allocated Earn-Out Shares in connection with the completion of the Business Combination with LWAC which are accounted for as liabilities. Please refer to Note 11 for additional details surrounding the valuation methodology for these Earn-Out Shares. |
Property and Equipment , net
Property and Equipment , net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment , net | 5. Property and Equipment, net Property and equipment, net consists of the following (in thousands): March 31, December 31, Lab equipment $ 30 $ 30 Computer and office equipment 130 127 Furniture and fixtures 30 64 Construction in process 128 74 318 295 Less accumulated depreciation and amortization ( 169 ) ( 204 ) $ 149 $ 91 The Company recorded depreciation and amortization expense of approximately $ 5 thousand and $ 7 thousand for the three months ended March 31, 2022 and 2021, respectively. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 6. Accrued Expenses Accrued expenses consist of the following (in thousands): March 31, December 31, Employee compensation $ 588 $ 1,343 Research and development 756 1,115 Professional and outside services 456 452 Interest 133 133 Income taxes payable 351 351 Other 6 24 $ 2,290 $ 3,418 |
Term Loans
Term Loans | 3 Months Ended |
Mar. 31, 2022 | |
Long-term Notes and Loans, by Type, Current and Noncurrent [Abstract] | |
Term Loans | 7. Term Loans Oxford Term Loans In March 2021, Old eFFECTOR entered into a Loan and Security Agreement (“Oxford LSA”) with Oxford Finance LLC (“Oxford”), pursuant to which the Company may borrow up to $ 30.0 million, issuable in two separate tranches of $ 20.0 million (“Term A Loans”) and $ 10.0 million (“Term B Loans”), collectively referred to as the Oxford Loans. The Term A Loans became available to the Company at the effective date of the Oxford LSA on March 19, 2021 and $ 12.5 million of the proceeds were used to pay off the outstanding SVB Term Loans. The remaining net proceeds from Term A Loans of $ 7.4 million, after taking into effect specified issuance and legal fees designated within the distribution letter, were distributed to the Company in March 2021. The Company is required to make a final payment equal to 5.5 % of each funded tranche at maturity, which has been recorded as a debt discount for the Term A Loan which is outstanding and is being amortized over the term of the debt arrangements. In connection with the Oxford LSA, the Company issued warrants to purchase a total of 37,575 shares of Series C Preferred Stock at an exercise price of $ 5.33 per share. The warrants were automatically exercised on a cashless basis on August 25, 2021, in connection with the completion of the Business Combination, for 17,575 shares of Common Stock. On February 22, 2022, the Company entered into an amendment to the Oxford LSA whereby the interest only period for the Term A Loans will end on March 1, 2024 , instead of May 1, 2023. In connection with the amendment, the maturity of the Term A Loans was extended from March 18, 2026 to February 1, 2027. Additionally, Term B Loans will now become available to the Company after January 1, 2023, and upon achievement of certain clinical development milestones, until the earlier of (i) June 30, 2023 , (ii) 45 days after the achievement of certain clinical development milestones (the "Phase II Milestones"), and (iii) the occurrence of an event of default. The interest-only period ends March 1, 2024 , provided that upon the funding of the Term B Loans the end date will be extended to March 1, 2025 . The Oxford Loans carry a variable interest rate equal to the greater of (i) 7.7 % and (ii) the sum of the prime rate plus 4.45 %. The Company has the option to prepay all, but not less than all, of the borrowed amounts, provided that the Company will be obligated to pay a prepayment fee equal to (i) 3.0 % of the outstanding principal balance of the applicable Oxford Loans if prepayment is made prior to the first anniversary of the effective date of the Oxford LSA, (ii) 2.0 % of the outstanding principal balance of the applicable Oxford Loans if prepayment is made after the first anniversary of the effective date of the Oxford LSA but before the second anniversary, and (iii) 1.0 % of the outstanding principal balance of the applicable Oxford Loans if prepayment is made after the second anniversary of the effective date of the Oxford LSA but before the third anniversary. No prepayment fee will apply for a prepayment made after the third anniversary of the effective date of the Oxford LSA and prior to the maturity date. The Company’s obligations under the Oxford LSA are secured by a first priority security interest in substantially all of its current and future assets, other than its owned intellectual property. The Company is also obligated to comply with various other customary covenants, including restrictions on its ability to encumber intellectual property assets without consent. The Company recorded a debt discount of $ 1.6 million for the estimated fair value of warrants, debt issuance costs and final payment to be made, which is being amortized to interest expense over the term of the loan using the effective-interest method. As of March 31, 2022 , the Company had $ 20.0 million of outstanding principal under the Term A Loans of which $ 18.8 million is reflected on the balance sheet net of debt discount s. Interest expense, including amortization of debt discount related to the Oxford Term A Loans, totaled $ 0.5 million and $ 0.1 million for the three months ended March 31, 2022 and 2021, respectively. The Company is in compliance with all covenants under the Oxford LSA as of March 31, 2022. The Term A Loans include customary events of default, including instances of a material adverse change in our operations, that may require prepayment of the outstanding Term A Loans. There have been no events of default as of the date of issuance of these financial statements. Based on the outstanding principal amounts for the Company’s Term A Loans, the following table sets forth by year the Company’s required future principal payments as of March 31, 2022 (in thousands): As of March 31, 2022 2024 $ 5,555 2025 6,667 2026 6,667 2027 1,111 Required future principal payments $ 20,000 Unamortized debt discount ( 1,184 ) Non-current term loans, net as of March 31, 2022 $ 18,816 SVB Term Loans In August 2018, Old eFFECTOR entered into a Loan and Security Agreement (“LSA”) with Silicon Valley Bank (“SVB”), pursuant to which the Company was allowed borrow up to $ 20.0 million, issuable in three separate tranches of $ 7.5 million (“Term Loan A”), $ 7.5 million (“Term Loan B”) and $ 5.0 million (“Term Loan C”), collectively referred to as the Term Loans. The Term Loan A became available to the Company at the effective date of the LSA on August 31, 2018 and the Company borrowed the $ 7.5 million under the Term Loan A on that date, receiving the cash proceeds on September 5, 2018. Term Loan B was immediately available commencing on the effective date of the LSA and ending on the earlier of 1) August 31, 2019, and 2) the occurrence of an event of default. The Company borrowed the $ 7.5 million under Term Loan B on November 19, 2018. Term Loan C was not drawn. The Term Loans had an interest-only period that commenced upon the borrowing of each tranche of the Term Loans with interest due and payable upon the first day of each month. The interest-only period ended August 31, 2020. The Company was required to make a final payment equal to 5.5 % of the original aggregate principal amount of the Term Loans at maturity, which was accrued over the term of the debt arrangements. The Term Loans had a maturity date of February 1, 2023 . In connection with the LSA, the Company issued two separate warrants, each to purchase up to 46,970 shares of Series C Preferred Stock at an exercise price of $ 5.33 per share, to SVB and Life Science Loans II, LLC (life science loan sector of SVB). The number of shares subject to each warrant as of December 31, 2020, was 35,227 in connection with the Term Loan A and Term Loan B. Each warrant was automatically exercised on a cashless basis on August 25, 2021, in connection with the completion of the Business Combination, for 16,477 shares of Common Stock. The Term Loans carried an interest rate equal to the greater of 1.5 % plus prime or 6.5 %, with an effective interest rate at December 31, 2020, of 9.1 % and 9.0 % for Term Loan A and Term Loan B, respectively. The Company recorded a debt discount of $ 0.2 million for the estimated fair value of warrants and debt issuance costs upon the borrowing of each Term Loan A and Term Loan B, which was being amortized to interest expense over the term of the loan using the effective-interest method. Interest expense, including amortization of debt discount related to the SVB Term Loans, totaled zero and $ 0.2 million for the three months ended March 31, 2022 and 2021, respectively. In March 2021, Old eFFECTOR repaid the SVB Term Loans using the proceeds from Oxford Term A Loans (defined below). The aggregate outstanding principal balance of SVB Term Loans A and B was $ 11.5 million at the date of repayment. The Company paid the entire outstanding principal balance, along with a final payment in the amount of $ 0.8 million (equal to 5.5% of the original aggregate principal amount), a prepayment fee of $ 0.1 million (equal to 1 % of the original aggregate principal amount), and $ 37,000 of accrued interest. The Company recorded a loss on debt extinguishment in the amount of $ 0.5 million in connection with the transaction, which has been recorded in Loss on debt extinguishment on the statement of operations for the period. The loss on debt extinguishment includes the unamortized debt discount and final payment associated with Term Loan A and Term Loan B at the time of extinguishment along with the $ 0.1 million prepayment fee. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 8. Warrants Preferred Stock Warrants The Company accounts for its warrants to purchase shares of convertible preferred stock as a liability. The Company adjusted the liability for changes in fair value of these warrants up until the closing date of the Business Combination. Upon consummation of the Business Combination on August 25, 2021, the outstanding warrants were cashless exercised and 50,529 total net shares were issued, after giving effect to the application of the Exchange Ratio of approximately 0.09657 . Assumed Public Warrants and Private Placement Warrants Following the consummation of the Business Combination, holders of the public warrants and private placement warrants are entitled to acquire common stock of the Company. The warrants became exercisable on January 12, 2022, which is 12 months from the closing of the LWAC's initial public offering. Each whole warrant entitles the registered holder to purchase one share of Common Stock at an exercise price of $ 11.50 per share, beginning 30 days after the closing date of the Business Combination. The public warrants and private placement warrants will expire five years after the completion of the Business Combination. Once the public warrants and private placement warrants became exercisable, the Company has the right to redeem the outstanding warrants in whole and not in part at a price of $ 0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Common Stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The private placement warrants are identical to the public warrants except that, so long as they are held by the Sponsor or its permitted transferees: (i) they will not be redeemable by the Company; (ii) they may be exercised by the holders on a cashless basis; and (iii) they are subject to registration rights. Private placement warrants are liability-classified (See Note 4) and the public warrants are equity-classified. The following table summarizes the number of outstanding public warrants and private placement warrants and the corresponding exercise price as of March 31, 2022 and December 31, 2021: March 31, December 31, Exercise Price Expiration Date Public warrants 5,833,333 5,833,333 $ 11.50 August 24, 2026 Private placement warrants 181,667 181,667 $ 11.50 August 24, 2026 |
Equity Purchase Agreement
Equity Purchase Agreement | 3 Months Ended |
Mar. 31, 2022 | |
Equity Purchase Agreement (Abstract) | |
Equity Purchase Agreement | 9. Equity Purchase Agreement On January 24, 2022, the Company entered into an equity purchase agreement (the “Purchase Agreement”) and a registration rights agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park” or “Investor”) which provides for the sale to Lincoln Park up to $ 50.0 million of shares (the “Purchase Shares”) of the Company's common stock over the thirty-six ( 36 ) month term of the Purchase Agreement. In connection with the Purchase Agreement, Lincoln Park made an initial purchase of $ 3.0 million of shares of common stock (the "Initial Purchase"), which equated to 557,610 shares of common stock, and the Company issued 142,939 shares of common stock to Lincoln Park as a commitment fee in connection with entering into the Purchase Agreement. The Company recognized $ 0.8 million of other expense relating to the commitment fee share issuance. As of March 31, 2022, the Company had not initiated any additional purchases under the Purchase Agreement. Under the Purchase Agreement, the Company has sole discretion, subject to certain conditions, on any business day selected by the Company to require Lincoln Park to purchase up to 30,000 shares of common stock (the “Regular Purchase Amount”) at the Purchase Price (as defined below) per purchase notice (each such purchase, a “Regular Purchase”). The Regular Purchase Amount may be increased as follows: to up to 50,000 shares if the closing price is not below $5.00, and up to 75,000 shares if the closing price is not below $10.00. Lincoln Park’s committed obligation under each Regular Purchase is capped at $ 2,500,000 , unless the Parties agree otherwise. The purchase price for Regular Purchases (the “Purchase Price”) shall be equal to the lesser of: (i) the lowest sale price of the common shares during the Purchase Date, or (ii) the average of the three (3) lowest closing sale prices of the common shares during the ten (10) business days prior to the Purchase Date. In addition to Regular Purchases and subject to certain conditions and limitations, the Company in its sole discretion may require Lincoln Park on each Purchase Date to purchase on the following business day up to the lesser of (i) three (3) times the number of shares purchased pursuant to such Regular Purchase or (ii) 25 % of the trading volume on the Accelerated Purchase Date (the “Accelerated Purchase”) (unless the Parties agree otherwise) at a purchase price equal to the lesser of 97 % of (i) the closing sale price on the Accelerated Purchase Date, or (ii) the Accelerated Purchase Date’s volume weighted average price (the “Accelerated Purchase Price”). The Company has the sole right to set a minimum price threshold for each Accelerated Purchase in the notice provided with respect to such Accelerated Purchase and under certain circumstances and in accordance with the Purchase Agreement the Company may direct multiple Accelerated Purchases in a day. The aggregate number of shares that the Company can sell to Lincoln Park under the Purchase Agreement may not exceed 8,133,926 shares of the Common Shares (which is equal to approximately 19.99 % of the shares of the Common Shares outstanding immediately prior to the execution of the Purchase Agreement) (the “Exchange Cap”), unless (i) shareholder approval is obtained to issue Purchase Shares above the Exchange Cap, in which the Exchange Cap will no longer apply, or (ii) the average price of all applicable sales of Common Shares to Lincoln Park under the Purchase Agreement equals or exceeds $ 6.42 per share; provided that at no time may Lincoln Park (together with its affiliates) beneficially own more than 4.99 % of the Company’s issued and outstanding Common Shares. The Purchase Agreement contains customary representations, warranties, covenants, closing conditions, indemnification and termination provisions. The Purchase Agreement may be terminated by the Company at any time, at its sole discretion, without any cost or penalty, by giving one business day notice to Lincoln Park. Further, Lincoln Park has covenanted not to engage in any direct or indirect short selling or hedging of the Common Shares. There are no limitations on the use of proceeds, financial or business covenants, restrictions on future financings (other than restrictions on the Company’s ability to enter into a similar type of agreement or Equity Line of Credit during the Term, excluding an At-The-Market transaction with a registered broker-dealer), rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement. |
Preferred Stock and Stockholder
Preferred Stock and Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Preferred Stock and Stockholders' Deficit | 10. Preferred Stock and Stockholders’ Deficit Preferred Stock Upon closing of the Business Combination transaction, pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company authorized 100,000,000 shares of preferred stock with a par value $ 0.0001 per share. eFFECTOR's board of directors has the authority, without further action by the stockholders to issue such shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the dividend, voting, and other rights, preferences and privileges of the shares. There were no issued and outstanding shares of preferred stock immediately after the closing of the Business Combination. In connection with the closing of the Business Combination on August 25, 2021, all Old eFFECTOR convertible preferred stock was converted into Common Stock of eFFECTOR at an Exchange Ratio of 0.09657 . 28,453,228 total shares of Old eFFECTOR convertible preferred stock (as adjusted for the Exchange Ratio), composed of 11,563,819 shares of Old eFFECTOR Series A convertible preferred stock, 10,154,819 shares of Old eFFECTOR Series B convertible preferred stock, and 6,734,590 shares of Old eFFECTOR Series C convertible preferred stock, were converted into 28,453,228 shares of eFFECTOR Common Stock. 2013 Equity Incentive Plan Prior to the Business Combination, Old eFFECTOR maintained its 2013 Equity Incentive Plan (the “2013 Plan”), under which Old eFFECTOR granted incentive stock options, restricted stock awards, and other stock-based awards to employees, directors, and non-employee consultants. Upon the closing, the Company ceased granting awards under the 2013 Plan and, as described below, all awards under the 2013 Plan were converted into awards under the 2021 Plan with the same terms and conditions. As of August 25, 2021, prior to the Business Combination transaction, 3,920,657 Old eFFECTOR options remained outstanding under the 2013 Plan, as adjusted for the application of the Exchange Ratio. Conversion of Awards In connection with the Business Combination, each option of Old eFFECTOR that was outstanding and unexercised immediately prior to the close date (whether vested or unvested) was converted into an option to acquire an adjusted number of shares of eFFECTOR common stock at an adjusted exercise price per share (the "Substitute Options"), based on the Exchange Ratio of approximately 0.09657 , and will continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the former option. Each Substitute Option will be exercisable for a number of whole shares of Common Stock equal to the product of the number of shares of Old eFFECTOR common stock underlying such Old eFFECTOR option multiplied by the Exchange Ratio, and the per share exercise price of such Substitute Option will be equal to the quotient determined by dividing the exercise price per share of Old eFFECTOR common stock by the Exchange Ratio. In connection with the closing, 40,599,270 options to purchase shares of Old eFFECTOR common stock were exchanged for options to purchase an aggregate of 3,920,657 shares of Common Stock, with an as-adjusted weighted-average exercise price of $ 1.56 per share. 2021 Equity Incentive Plan and ESPP In connection with the consummation of the Business Combination on August 25, 2021, the Board of Directors approved the adoption of the 2021 Equity Incentive Plan (the “2021 Plan”). As of March 31, 2022 , 6,508,048 shares of Common Stock are authorized for issuance pursuant to awards under the 2021 Plan, inclusive of any shares of Common Stock subject to stock options, restricted stock awards or other awards that were assumed in the Business Combination. As of March 31, 2022 , 2,190,701 options to purchase common shares have been awarded and 4,391,792 shares remain available for issuance under the 2021 Plan. The 2021 Plan permits the granting of incentive stock options, restricted stock awards, other stock-based award or other cash-based awards to employees, directors, and non-employee consultants. At a special meeting of stockholders held on August 24, 2021, stockholders considered and approved the eFFECTOR Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the "ESPP"). The ESPP provides for six-month offering periods, and at the end of each offering period, 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 last trading day of the offering period. An aggregate of 880,000 shares were initially reserved and available for issuance under the ESPP. The ESPP provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2022, by 1.0% of the outstanding number of shares of common stock on the immediately preceding December 31, or such lesser amount as determined by our board of directors; provided that the total number of shares of common stock that become available for issuance under the ESPP will never exceed 15,000,000 . If our capital structure changes because of a stock dividend, stock split or similar event, the number of shares that can be issued under the ESPP will be appropriately adjusted. As of March 31, 2022 , no shares had been issued under the ESPP, and the full number of shares authorized under the ESPP was available for issuance. Stock Options In May 2013, the Company adopted the 2013 Equity Incentive Plan (the “2013 Plan”), which was amended in February 2016. The Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, stock appreciation rights, and stock bonuses to directors, employees and consultants of the Company. As of March 31, 2022 and December 31, 2021 , the number of shares reserved under the 2013 Plan was 3,881,785 an d 3,886,613 , r espectively. The terms of the 2021 Plan provide for the grant of incentive stock options, non-statutory stock options, restricted stock awards, stock appreciation rights, and stock bonuses to directors, employees and consultants of the Company. As of March 31, 2022 and December 31, 2021 , the number of shares reserved under the 2021 Plan was 6,508,048 . There were zero shares available for grant under the 2013 Plan as of March 31, 2022 and December 31, 2021 . In connection with the completion of the Business Combination and the adoption of the 2021 Plan, no further awards will be granted under the 2013 Plan. Options granted under the 2021 Plan are exercisable at various dates as determined upon grant and will expire no more than ten years from their date of grant, or in the case of certain non-statutory options, ten years from the date of grant. The exercise price of each option shall be determined by the Board of Directors based on the estimated fair value of the Company’s stock on the date of the option grant. In the case of incentive stock options, the exercise price shall not be less than 100 % of the fair market value of the Company’s common stock at the time the option is granted. For holders of more than 10 % of the Company’s total combined voting power of all classes of stock, incentive stock options may not be granted at less than 110 % of the fair market value of the Company’s stock at the date of grant and for a term not to exceed five years. A summary of the Company’s stock option activity under the plans is as follows (in thousands, except share and per share amounts and years): Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2021 4,193,321 $ 2.41 6.0 $ 26,115 Granted 1,846,215 6.52 9.8 Exercised ( 4,828 ) 0.52 1.1 Cancelled ( 36,667 ) 11.36 9.5 Outstanding at March 31, 2022 5,998,041 $ 3.62 7.0 $ 9,775 Vested and exercisable at March 31, 2022 3,276,219 $ 1.66 5.0 $ 8,425 For the three months ended March 31, 2022 the total fair value of vested options was $ 0.7 million. The weighted-average grant date fair value of employee and non-employee option grants during the three months ended March 31, 2022 was $ 4.55 per share. Common Stock During the three months ended March 31, 2022 and 2021 , the Company issued 4,828 and zero shares of common stock in connection with the exercise of stock options, for net cash proceeds of $ 2,500 and zero , respectively. Stock-Based Compensation Expense The Company recognized stock-based compensation expense specifically related to stock options of $ 0.8 million and $ 0.2 million for the three months ended March 31, 2022 and 2021 , respectively. The assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock option grants were as follows: Three Months Ended March 31, 2022 2021 Risk-free interest rate 1.7 % - 2.2 % 0.7 % Expected volatility 82 % - 84 % 90 % Expected term (in years) 5.5 - 6.1 6.1 Expected dividend yield 0 % 0 % Risk-free interest rate. The risk-free rate assumption is based on the U.S. Treasury instruments, the terms of which were consistent with the expected term of the Company’s stock options. Expected volatility. Due to the Company’s limited operating history and lack of company-specific historical or implied volatility, the expected volatility assumption was determined by examining the historical volatilities of a group of industry peers whose share prices are publicly available. Expected term. The expected term of stock options represents the weighted-average period the stock options are expected to be outstanding. The Company uses the simplified method for estimating the expected term as provided by the SEC. The simplified method calculates the expected term as the weighted average of the time-to-vesting and the contractual life of the options. Expected dividend yield. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not intend to pay dividends. Forfeitures . The Company reduces stock-based compensation expense for actual forfeitures during the period in which they occur. As of March 31, 2022 , the unrecognized compensation cost related to outstanding employee options was $ 9.1 million and is expected to be recognized as expense over approximately 3.0 years. Unrecognized compensation cost related to outstanding nonemployee options was $ 2.1 million as of March 31, 2022 , and is expected to be recognized as expense over approximately 2.0 years. Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following as of March 31, 2022 and December 31, 2021: March 31, Convertible preferred stock — Stock options issued and outstanding 5,998,041 Preferred stock warrants issued and outstanding — Public warrants issued and outstanding 5,833,333 Private placement warrants issued and outstanding 181,667 Earn-Out shares 5,000,000 Unvested sponsor shares 300,000 Authorized for future stock awards or option grants 4,391,792 Total 21,704,833 |
Earn-out Shares
Earn-out Shares | 3 Months Ended |
Mar. 31, 2022 | |
Earn out Share [Abstract] | |
Earn-out Shares | 11. Earn-Out Shares In accordance with the Merger Agreement, 5,000,000 Earn-Out Shares are contingently issuable to Old eFFECTOR stockholders and option holders upon the occurrence of the Triggering Event, defined within the Merger Agreement as the date on which the common stock price equals or exceeds $ 20.00 over at least 20 trading days out of 30 consecutive trading day period for the two-year period following the close date of the Business Combination. As of March 31, 2022 and December 31, 2021, the stockholders and option holders will be eligible to receive approximately 4,426,889 and 573,111 Earn-Out Shares, respectively, based on the fully diluted cap table of Old eFFECTOR. The fair value of the Earn-Out Shares was $ 2.74 per share as of December 31, 2021. The fair value of the Earn-Out Shares is $ 0.31 per share as of March 31, 2022. The estimated fair value of the Earn-Out Shares was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earn-Out Period using the most reliable information available. Assumptions used in the valuation were as follows: March 31, December 31, Stock price $ 4.01 $ 8.28 Expected volatility 70.0 % 65.0 % Risk-free interest rate 2.0 % 0.6 % Forecast period (in years) 1.4 1.6 Cost of equity 20.0 % 20.0 % Old eFFECTOR Shareholders The Company has determined that the contingent obligation to issue Earn-Out Shares to existing Old eFFECTOR shareholders is not indexed to the Company's stock under ASC 815-40 and therefore equity treatment is precluded. The Triggering Event that determines the issuance of the Earn-Out Shares includes terms that are not solely indexed to the common stock of the Company, and as such liability classification is required. As of the consummation date of the Business Combination, the estimated fair value of the shareholder Earn-Out Shares was approximately $ 61.0 million and the Company will revalue the liability each reporting period with the changes in fair value being recorded to the Statements of Operations. For the three months ended March 31, 2022 , there was a decrease in the earn-out liability of $ 10.8 million which was recorded as a gain on change in fair value within the statements of operations. In accordance with the Merger Agreement, Earn-Out Shares attributable to Old eFFECTOR option holders who discontinue providing service before the occurrence of the Triggering Event are reallocated to the remaining eligible stockholders and option holders. The earn-out liability is recorded on the balance sheet as a non-current liability since the expected date of achievement based on the valuation model is not within the next twelve months. The following table presents activity for the Earn-Out liability measured at fair value using significant unobservable Level 3 inputs at December 31, 2021 and March 31, 2022 (in thousands): Earn-out Liability Earn-out liability - August 25, 2021 (Closing Date) $ 61,024 Incremental shares due to option holder forfeitures 16 Change in fair value - Closing date through December 31, 2021 ( 48,910 ) Earn-out liability - December 31, 2021 12,130 Change in fair value ( 10,757 ) Balance at March 31, 2022 $ 1,373 Old eFFECTOR Option Holders The contingent obligation to issue Earn-Out Shares to existing Old eFFECTOR option holders falls within the scope of ASC 718, Share-based Compensation, because the option holders are required to continue providing service until the occurrence of the Triggering Event. The fair value of the option holder Earn-Out Shares at the Merger closing date (August 25, 2021) is approximately $ 7.9 million, which was recorded as share-based compensation over the derived service period of 0.36 years following the consummation of the Business Combination. For the three months ended March 31, 2022 , there was approximately $ 0.3 million recorded in share-based compensation related to the Earn-Out Shares and the derived service period was completed as of March 31, 2022 , with no additional share-based compensation expense to be recorded. |
License Agreements
License Agreements | 3 Months Ended |
Mar. 31, 2022 | |
License Agreement Disclosure [Abstract] | |
License Agreement | 12. License Agreements In May 2013, the Company entered into an agreement with the Regents of the University of California (“UCSF”) which provides the Company with an exclusive license to UCSF’s patent rights in certain inventions (the “UCSF Translational Profiling Patent Rights”) relating to translational profiling laboratory techniques initially developed at UCSF. Under the agreement, the Company is permitted to research, develop, make and sell products that it discovers and develops utilizing the UCSF Translational Profiling Patent Rights, which the Company refers to as licensed products, and use certain licensed processes utilizing the UCSF Translational Profiling Patent Rights and to sublicense such licensed products and processes. Under the agreements, the Company is required to use commercially reasonable efforts to meet certain specified development, regulatory and commercial milestones related to the licensed products within specified time periods. In consideration of the rights granted to the Company under the agreement, the Company made a one-time license issue fee cash payment to UCSF of $ 50,000 upon the issuance of the license in 2013. In July 2021, the Company entered into an amendment to the license agreement to confirm the impact of the Business Combination on the license agreement, including clarifying that in connection with the closing of the Business Combination, the Company would pay UCSF a one-time cash payment of approximately $ 1.0 million, subject to adjustment based on the final Exchange Ratio. The $ 1.0 million payment was made to UCSF in August 2021 in connection with the close of the Business Combination. The Company is also required to make cash milestone payments to UCSF upon the completion of certain clinical and regulatory milestones for the licensed products. The aggregate remaining potential milestone payments are approximately $ 375,000 . Additionally, the Company has agreed to pay UCSF a royalty of less than one percent on net sales of each of the first two licensed products sold by the Company or its affiliates, subject to minimum annual royalty payments and other adjustments in certain circumstances. The Company’s royalty obligations continue for each licensed product or service until the expiration of the last licensed patent covering the applicable licensed product or service. In the event the Company sublicenses any of the UCSF Translational Profiling Patent Rights, the Company has agreed to pay a percentage of sublicense revenue received at specified rates that start at low double digit percentages and decrease to single digit percentages based on the elapsed time from the effective date of the agreement. Additionally, the Company has agreed to pay a low double digit percentage of any payments it receives from the sales of a licensed product discovered or developed by the Company under a collaboration agreement and a low double digit percentage of any net sales with respect to a licensed service. UCSF may terminate the agreement if the Company fails to perform or violates any material term of the agreement and fails to cure such nonperformance or violation within 60 days of notice from UCSF or in the event of the Company’s insolvency. The Company is currently in compliance with all material terms of the agreement. The Company may terminate the agreement upon 60 days ’ written notice to UCSF and may terminate the UCSF Translational Profiling Patent Rights on a claim-by-claim, patent-by-patent and country-by-country basis by giving written notice to UCSF. Absent early termination, the agreement will continue until the expiration date of the longest-lived patent right included in the UCSF Translational Profiling Patent Rights. Any terminations initiated by the Company does not relieve their obligation to pay royalties and milestones under the terms of the UCSF agreement. The Company paid an annual minimum royalty of $ 15,000 to UCSF for each of the three months ended March 31, 2022 and 2021 . All license related fees were recorded as research and development expense. |
Research Collaboration and Lice
Research Collaboration and License Agreement | 3 Months Ended |
Mar. 31, 2022 | |
Research and Development [Abstract] | |
Research Collaboration and License Agreement | 13. Research Collaboration and License Agreement In December 2019, the Company entered into a Research Collaboration and License Agreement (the “Pfizer Agreement”) with Pfizer to research and develop small molecules that target eIF4E. Pursuant to the Pfizer Agreement, the Company granted Pfizer a worldwide, exclusive license, with a right to sublicense, under certain of the Company’s patents, know-how and materials, to use, develop, manufacture, commercialize, and otherwise exploit compounds or products targeting eIF4E, for any and all indications. Pursuant to the Pfizer Agreement, Pfizer granted the Company an option to co-fund and co-promote a single such licensed product under a profit and loss share arrangement in the United States. The option can be exercised prior to a specified time before the first patient is expected to be enrolled in a clinical trial intended to support an NDA for marketing approval. Under the Pfizer Agreement, the Company was responsible for initial research in collaboration with Pfizer, and Pfizer is responsible for all further development of the program, including submission of an IND and conducting all clinical development and commercialization activities. Pfizer is obligated to use commercially reasonable efforts to develop and seek regulatory approval for a licensed product, and commercialize a licensed product where Pfizer has received regulatory approval, in the United States and certain other countries. In the event the Company exercises its co-funding and co-promotion option, a joint steering committee will oversee the development plan and budget of the co-developed product, and the Company will have the responsibility to conduct a portion of product marketing presentations to healthcare providers. Pursuant to the Pfizer Agreement, the Company received an upfront, one-time, non-refundable, non-creditable payment of $ 15 million from Pfizer. Pfizer was obligated to reimburse the Company for costs incurred for research performed, up to a specified cap in the low double-digit millions. Upon the achievement of specified early development and regulatory milestones, Pfizer will be obligated to pay the Company up to $ 80 million in the aggregate. For other non-early stage development milestones Pfizer’s payment obligations to the Company depends upon whether the Company has exercised its co-funding and co-promotion option: 1) if it does not exercise the option, non-early stage development payments may total up to $ 165 million in aggregate, and 2) if it does exercise the option, non-early stage development payments may total up to $ 70 million in aggregate. Upon the achievement of specified sales milestones, Pfizer is also obligated to make tiered milestone payments of up to $ 235 million in aggregate. On a product-by-product basis, Pfizer will also be required to pay the Company high single-digit percentage royalties on annual net sales of each licensed product. If the Company exercises its co-promotion and co-funding option, royalty payments will exclude sales in the United States and the Company will share with Pfizer profits from sale of the relevant licensed product in the United States. Unless earlier terminated, the Pfizer Agreement will continue in effect until the expiration of all Pfizer payment obligations. Except in the United States, if the Company exercises its co-funding and co-promotion option, following expiration of the obligation to pay royalties for any licensed product in a given country and payment of all amounts due, Pfizer’s license to such licensed product in such country will become fully paid-up, perpetual, irrevocable and royalty-free. Pfizer may terminate the Pfizer Agreement for convenience upon written notice. Either party may terminate the Pfizer Agreement if an undisputed material breach by the other party is not cured within a defined period of time, or upon notice for insolvency-related events of the other party that are not discharged within a defined time period. Under the framework of ASC Topic 606, Revenue from Contracts with Customers, the Company identified two distinct performance obligations; 1) delivery of the license and 2) performance of future research activities specified within the research plan. The Company determined the standalone value of the license by calculating the present value of the probability weighted cash inflows to be generated from the Pfizer Agreement. These cash inflows include development and sales milestones and future royalties. The standalone value of the research activities was determined by identifying the market cost for services and supplies to perform such activities if it were to be outsourced to a third-party. The initial transaction price of $ 27.0 million was allocated to the two performance obligations on a relative standalone value basis, with $ 25.6 million allocated to the license and $ 1.4 million allocated to the research activities. The value attributable to the license was recognized upon delivery of the license to Pfizer and the value attributable to the research activities was recognized pro-rata based on the actual costs incurred by the Company compared to the total estimated costs of the research activities from the time of execution to the end of the research program. There was no revenue recorded in connection with this agreement for the three months ended March 31, 2022 and 2021 because all development and sales milestones (variable consideration) were fully constrained. |
DARPA Grant Revenue
DARPA Grant Revenue | 3 Months Ended |
Mar. 31, 2022 | |
DARPA Grant Revenue Disclosure [Abstract] | |
DARPA Grant Revenue | 14. DARPA Grant Revenue In April 2021, the Company entered into a Research Subaward Agreement with UCSF, whereby up to $ 5.0 million in allowable costs are reimbursable for clinical and manufacturing activities related to zotatifin for the treatment of COVID-19 under the DARPA grant. Under the terms of Research Subaward Agreement, the Company is obligated to provide financial and technical reports to UCSF on a periodic basis. The subaward can be terminated by either party upon written notice and also in the event that DARPA suspends or terminates its award to UCSF. The Company did no t recognized any revenue during the three months ended March 31, 2022 and 2021. As of March 31, 2022 and December 31, 2021 , the Company had a receivable of zero and $ 0.1 million recorded within prepaid expenses and other current assets on the balance sheets, respectively. The initial award period for the DARPA grant ended in December 2021 and in April 2022 the Company received an extension of the award period to December 2022, with the same maximum $ 5.0 million reimbursement amount. As of March 31, 2022, $ 3.6 million remains reimbursable for allowable costs under the grant. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Leases In November 2020, the Company entered into a non-cancelable operating sublease for office space in San Diego, California, with a lease term through December 2021. Rent expense under this lease was zero and $ 24,000 for the three months ended March 31, 2022 and 2021. In September 2021, the Company entered a non-cancelable three-year lease for certain new office space in Solana Beach, California, with an option to renew for an additional three-year term. The initial term of the lease started on November 1, 2021, and it serves as the Company's new headquarters. Rent expense under this lease was $ 16,000 for the three months ended March 31, 2022. During the three months ended March 31, 2022 and 2021 , the Company paid $ 18,000 and $ 28,000 , respectively, in lease payments, which were included in operating activities in the statements of cash flows. The following table summarizes supplemental balance sheet information related to leases as of March 31, 2022 and December 31, 2021. March 31, December 31, Assets: Operating lease right-of-use assets $ 153 $ 166 Total right-of-use assets 153 166 Liabilities Operating lease liabilities, current 46 44 Operating lease liabilities, non-current 109 126 Total operating lease liabilities $ 155 $ 170 As of March 31, 2022, the future minimum annual lease payments under the existing operating leases were as follows (in thousands, except for weighted-average remaining lease term and weighted-average discount rate): Remainder of 2022 $ 41 2023 69 2024 62 Total remaining lease payments 172 Less: imputed interest ( 17 ) Total operating lease liabilities 155 Less: current portion ( 46 ) Long-term operating lease liabilities $ 109 Weighted-average remaining lease term ( in years ) 2.60 Weighted-average discount rate 8 % |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events For the purposes of the financial statements as of March 31, 2022 and the three months then ended, the Company has evaluated subsequent events through May 10, 2022, the date on which these unaudited consolidated financial statements were issued. In April 2022, the Company received notification from DARPA and UCSF that the end date of the subaward grant, which had an initial award period ending in December 2021, was extended to December 2022, with the same maximum $ 5.0 million reimbursement amount. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of March 31, 2022 and for the three months ended March 31, 2022 and 2021 have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to Article 10 of Regulation S-X of the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These unaudited financial statements include only normal and recurring adjustments that the Company believes are necessary to fairly state the Company’s financial position and the results of its operations and cash flows. The results for the three months ended March 31, 2022 are not necessarily indicative of the results expected for the full fiscal year or any subsequent interim period. The balance sheet at December 31, 2021 has been derived from the audited financial statements at that date but does not include all the disclosures required by GAAP for complete financial statements. Because all of the disclosures required by GAAP for complete financial statements are not included herein, these unaudited financial statements and the notes accompanying them should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2021 included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 16, 2022. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, LWAC was treated as the “acquired” Company and eFFECTOR is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Old eFFECTOR issuing stock for the net assets of LWAC, accompanied by a recapitalization. The net assets of LWAC are stated at historical cost, with no goodwill or other intangible assets recorded. Old eFFECTOR was determined to be the accounting acquirer based on the following predominant factors: • Old eFFECTOR’s shareholders had a majority of the voting power of the combined company; • the Board and Management were primarily composed of individuals associated with Old eFFECTOR; and • Old eFFECTOR comprised all of the ongoing operations of the combined company. The consolidated assets, liabilities and results of operations prior to the Business Combination are those of Old eFFECTOR. The shares and corresponding capital amounts and income or losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the Exchange Ratio established in the Business Combination. |
Liquidity | Liquidity The Company has a limited operating history and the sales and income potential of the Company’s business and market are unproven. The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty. Management is required to perform a two-step analysis over its ability to continue as a going concern. Management must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern (step 1). If management concludes that substantial doubt is raised, management is also required to consider whether its plans alleviate that doubt (step 2). The Company has experienced net losses and negative cash flows from operating activities since its inception, aside from the years ended December 31, 2021 and December 31, 2020 when net income was realized as a result of a gain on change in fair value recognized associated with the earn-out liability and non-recurring revenue in connection with the Research Collaboration and License Agreement with Pfizer, respectively. The Company has an accumulated deficit of $ 117.8 million at March 31, 2022. For the three months ended March 31, 2022, the Company used $ 6.5 million in cash for operations. At March 31, 2022, the Company had cash and cash equivalents of $ 17.7 million and short-term investments of $ 28.0 million . The Company anticipates that its expenses will increase significantly in connection with its ongoing activities to support its research and development efforts, and it expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future. The Company believes that its cash and cash equivalents and short-term investments held as of March 31, 2022 are sufficient to fund planned operations for at least twelve months from the date that these financial statements are issued, though the Company may pursue additional cash resources through public or private equity or debt financings. Additionally, in January 2022, the Company entered into an equity purchase agreement with Lincoln Park Capital Fund, LLC ("Lincoln Park"), which included an initial purchase of $ 3.0 million of shares of common stock and provides for the availability of an additional $ 47.0 million of shares of its common stock over the thirty-six ( 36 ) month term subject to certain conditions (refer to Note 9). Management’s expectations with respect to its ability to fund current planned operations is based on estimates that are subject to risks and uncertainties. Its operating plan may change as a result of many factors currently unknown to management and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than anticipated. If adequate funds are not available to the Company on a timely basis, management may be required to delay, limit, reduce or terminate certain of its research, product development or future commercialization efforts, obtain funds through arrangements with collaborators on terms unfavorable to the Company, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of its stockholders. |
Research and Development Costs | Research and Development Costs Research and development expenses primarily consist of costs associated with the preclinical and clinical development of the Company’s product candidates. Research and development costs are expensed as incurred. |
Clinical Trial Accruals and Preclinical Studies | Clinical Trial Accruals and Preclinical Studies The Company is required to estimate expenses resulting from our obligations under contracts with vendors and consultants, CROs and clinical sites in connection with conducting clinical trials and preclinical studies. The financial terms of these contracts are subject to negotiations which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company reflects clinical trial and preclinical study expenses in the financial statements by matching those expenses with the period in which services and efforts are expended. The Company accounts for these expenses according to the progress of the clinical trial or preclinical study as measured by the timing of various aspects of the clinical trial, preclinical study, or related activities. The Company determines accrual estimates through review of the underlying contracts along with preparation of financial models taking into account correspondence with clinical and other key personnel and third-party service providers as to the progress of the clinical trials, preclinical studies, or other services being conducted. During the course of a clinical trial or preclinical study, the Company adjusts the rate of expense recognition if actual results differ from estimates. |
Public and Private Placement Warrants | Public and Private Placement Warrants Upon completion of the Business Combination, the Company assumed public and private placement warrants that were issued by LWAC in connection with their IPO in January 2021 whereby holders of the public and private placement warrants are entitled to acquire common stock of the Company. The Company has concluded that the public warrants are equity-classified. Since the settlement value of the private placement warrants is dependent, in part, on who holds the warrants at the time of settlement, they are not considered indexed to the Company's stock and are therefore recorded as liabilities. Warrants classified as liabilities are recorded at their estimated fair value on the date of issuance and are revalued at each subsequent balance sheet date, with fair value changes recognized in other income (expense), net in the accompanying statements of operations and comprehensive income (loss). The Company estimates the fair value of these warrants using the Black-Scholes option pricing model. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense Stock-based compensation expense represents the cost of the grant date fair value of employee stock option grants recognized over the requisite service period of the awards (usually the vesting period) on a straight- line basis. The Company estimates the fair value of stock option grants using the Black-Scholes option-pricing model. The Company accounts for stock options granted to non-employees using the fair value approach. The Black-Scholes option-pricing model requires the use of subjective assumptions, including the risk- free interest rate, the expected stock price volatility, the expected term of stock options, and the expected dividend yield. The fair value of the underlying common stock used within the Black-Scholes option-pricing model is based on the closing price of common stock on the date of grant. |
Earn-out Shares | Earn-out Shares In accordance with the Merger Agreement, 5,000,000 shares ("Earn-Out Shares") are contingently issuable to Old eFFECTOR stockholders and option holders upon the occurrence of the Triggering Event (see Note 3), defined within the Merger Agreement as the date on which the common stock price equals or exceeds $ 20.00 over at least 20 trading days out of a 30 consecutive trading day period during the two-year period following the close date of the Business Combination. The estimated fair value of the Earn-Out Shares was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the earn-out period using the most reliable information available. The Company has determined that the contingent obligation to issue Earn-Out Shares to existing Old eFFECTOR shareholders is not indexed to the Company's stock under ASC 815-40 and therefore equity treatment is precluded. The Triggering Event that determines the issuance of the Earn-Out Shares includes terms that are not solely indexed to our common stock , and as such liability classification is required. Equity-linked instruments classified as liabilities are recorded at their estimated fair value on the date of issuance and are revalued at each subsequent balance sheet date, with fair value changes recognized in other income (expense), net in the accompanying statements of operations and comprehensive income (loss). The Company has determined that the contingent obligation to issue Earn-Out Shares to existing Old eFFECTOR option holders falls within the scope of ASC 718, Share-based Compensation, because the option holders are required to continue providing service until the occurrence of the Triggering Event. The fair value of the option holder Earn-Out Shares is recorded as share-based compensation over the derived service period of the Monte Carlo simulation valuation model, recognized in research and development and general and administrative expense in the statements of operations and comprehensive income (loss). |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net loss and unrealized gains or losses on available-for-sale investments. The Company presents comprehensive loss and its components as part of the statements of operations and comprehensive loss. |
Cash, Cash Equivalents and Short-term Investments | Cash, Cash Equivalents and Short-term Investments Cash and Cash Equivalents The Company considers all highly liquid investments with insignificant interest rate risk and an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of money market funds and U.S. Treasury Securities with an original maturity of less than three months at the date of purchase. Short-term Investments Short-term investments consist of U.S. Treasury securities, classified as available-for-sale securities and have maturities of greater than three months but less than one year. The Company has classified all of its available-for-sale securities as current assets on the balance sheets because these are considered highly liquid securities and are available for use in current operations. The Company carries these securities at fair value, and reports unrealized gains and losses as a separate component of accumulated other comprehensive loss. Amortization and accretion of any purchase premiums or discounts is included in interest income in the statements of operations and comprehensive loss. |
Recent Accounting Guidance | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes, based on their preliminary assessment, that the impact of recently issued standards that are not yet effective will not have a material impact on their financial position or results of operations upon adoption. In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12—Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Topic 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates. This standard is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company adopted this standard in the first quarter of 2021 using the prospective method, and the adoption did not have a material impact on the Company’s financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), which addresses the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The amendments in this ASU reduce the number of accounting models for convertible debt instruments and convertible preferred stock, as well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusion. In addition, this ASU improves and amends the related earnings per share guidance. The amendments in this ASU are effective for the Company on January 1, 2024, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. The Company early adopted this standard on January 1, 2022 and there was no impact on its financial statements or the related disclosures. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with the FASB guidance for Earnings Per Share, which established standards regarding the computation of earnings per share by companies that have issued securities other than common stock that contractually entitle the holder to participate in earnings and dividends. The guidance requires earnings available to common shareholders for the period, after deduction of preferred stock preferences, to be allocated between the common and preferred shareholders based on their respective rights to receive dividends. The Company is not required to present basic and diluted net income per share for securities other than common stock; therefore, the net income (loss) per share amounts only pertain to the Company’s common stock. Basic net income (loss) per share is calculated by dividing income (loss) allocable to common shareholders (net income after reduction for any required returns to preferred stock shareholders prior to paying dividends to the common shareholders, assuming current income for the period had been distributed) by the weighted-average number of common shares outstanding, during the period. The Company calculates diluted net income per share using the more dilutive of the 1) treasury stock method, if-converted method, or contingently issuable share method, as applicable, or 2) the two-class method. The Company has used the treasury stock method to calculate diluted net income (loss) per share for the three months ended March 31, 2022. Diluted net income per share for the three months ended March 31, 2022 and the three months ended March 31, 2021 also reflects the assumed exercise of options outstanding during the period using the treasury stock method, to the extent dilutive. Warrants were excluded from the calculation of diluted net income per share for the three months ended March 31, 2022 and the three months ended March 31, 2021 as their effect would be anti-dilutive. As a result of the Business Combination, the Company has retroactively restated the weighted average shares outstanding prior to August 25, 2021, to give effect to the Exchange Ratio. The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share and per share data): Three Months Ended March 31, March 31, Basic Net Income (Loss) per share Net income (loss) $ 3,069 $ ( 6,582 ) Weighted average common shares outstanding - basic 40,848,325 1,445,065 Net income (loss) per share - basic $ 0.08 $ ( 4.55 ) Diluted Net Income (Loss) per share Net income (loss) $ 3,069 $ ( 6,582 ) Weighted average common shares outstanding - basic 40,848,325 1,445,065 Weighted average effect of dilutive securities: Stock options 2,534,119 — Weighted average common shares outstanding - diluted 43,382,444 1,445,065 Net income (loss) per share - diluted $ 0.07 $ ( 4.55 ) Potentially dilutive securities as of March 31, 2022 and 2021 are as follows (in common stock equivalent shares): For the Three Months Ended March 31, 2022 2021 Series A Convertible Preferred Stock — 11,563,819 Series B Convertible Preferred Stock — 10,154,819 Series C Convertible Preferred Stock — 6,734,590 Series C Convertible Preferred Stock Warrants — 108,029 Public warrants 5,833,333 — Private placement warrants 181,667 — Earn-Out Shares 5,000,000 — Unvested sponsor shares 300,000 — Stock options outstanding 2,122,826 3,909,237 Total 13,437,826 32,470,494 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share and per share data): Three Months Ended March 31, March 31, Basic Net Income (Loss) per share Net income (loss) $ 3,069 $ ( 6,582 ) Weighted average common shares outstanding - basic 40,848,325 1,445,065 Net income (loss) per share - basic $ 0.08 $ ( 4.55 ) Diluted Net Income (Loss) per share Net income (loss) $ 3,069 $ ( 6,582 ) Weighted average common shares outstanding - basic 40,848,325 1,445,065 Weighted average effect of dilutive securities: Stock options 2,534,119 — Weighted average common shares outstanding - diluted 43,382,444 1,445,065 Net income (loss) per share - diluted $ 0.07 $ ( 4.55 ) |
Schedule of Potentially Dilutive Securities | Potentially dilutive securities as of March 31, 2022 and 2021 are as follows (in common stock equivalent shares): For the Three Months Ended March 31, 2022 2021 Series A Convertible Preferred Stock — 11,563,819 Series B Convertible Preferred Stock — 10,154,819 Series C Convertible Preferred Stock — 6,734,590 Series C Convertible Preferred Stock Warrants — 108,029 Public warrants 5,833,333 — Private placement warrants 181,667 — Earn-Out Shares 5,000,000 — Unvested sponsor shares 300,000 — Stock options outstanding 2,122,826 3,909,237 Total 13,437,826 32,470,494 |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Schedule of Common Stock Outstanding following the Consummation of the Business Combination | The following summarizes the common stock outstanding following the consummation of the Business Combination, PIPE Financing and the automatic cashless exercise of Old eFFECTOR warrants: Shares % Old eFFECTOR Stockholders 30,021,762 74.4 % LWAC Stockholders 521,358 1.3 % LWAC Founders (1) 3,756,250 9.3 % PIPE Investors 6,070,003 15.0 % Total 40,369,373 100.0 % (1) Excludes 300,000 Sponsor Shares subject to vesting that are not considered outstanding from an accounting perspective. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Summary of assets and liabilities measured at fair value on a recurring basis | The following table summarizes the Company’s assets and liabilities that require fair value measurements on a recurring basis and their respective input levels based on the fair value hierarchy as of March 31, 2022 and December 31, 2021 (in thousands): Fair Value Measurements Using March 31, Quoted Prices Significant Significant 2022 Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 12,665 $ 12,665 $ — $ — U.S. Treasury securities 4,999 — 4,999 — Short-term investments: U.S. Treasury securities 28,042 — 28,042 — Total assets $ 45,706 $ 12,665 $ 33,041 $ — Liabilities Private placement warrant liability $ 233 $ — $ — $ 233 Earn-out liability 1,373 — — 1,373 Total liabilities $ 1,606 $ — $ — $ 1,606 Fair Value Measurements Using December 31, Quoted Prices Significant Significant 2021 Level 1 Level 2 Level 3 Assets Money market funds $ 49,702 $ 49,702 $ — $ — Total assets $ 49,702 $ 49,702 $ — $ — Liabilities Private placement warrant liability $ 678 $ — $ — $ 678 Earn-out liability 12,130 — — 12,130 Total liabilities $ 12,808 $ — $ — $ 12,808 |
Summary of Short term Investment | The following tables summarize the Company’s short-term investments accounted for as available-for-sale securities as of March 31, 2022 (in thousands): March 31, 2022 Maturity Amortized Unrealized Unrealized Estimated (in years) Cost Gains Losses Fair Value U.S. Treasury securities 1 year or less $ 33,091 $ — $ ( 50 ) $ 33,041 $ 33,091 $ — $ ( 50 ) $ 33,041 |
Preferred Stock Warrant Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Summary of change in fair value of derivative warrant liabilities | The following table presents activity for the preferred stock warrant liability measured at fair value using significant unobservable Level 3 inputs during the three months ended March 31, 2021 (in thousands): Series C Preferred Stock Warrant Liability Balance at December 31, 2020 $ 433 Issuance of new warrants 271 Change in fair value 49 Balance at March 31, 2021 $ 753 |
Private Placement Warrants Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Summary of fair value measurements inputs | The following key assumptions were used in determining the fair value of the private placement warrant liability valued using the Black-Scholes option pricing model as of March 31, 2022 and December 31, 2021: March 31, December 31, Common stock price $ 4.01 $ 8.28 Expected volatility 70.0 % 65.0 % Risk-free interest rate 2.4 % 1.3 % Expected term (in years) 4.4 4.7 Expected dividend yield — — |
Summary of change in fair value of derivative warrant liabilities | The following table presents activity for the private placement warrant liability measured at fair value using significant unobservable Level 3 inputs during the three months ended March 31, 2022 (in thousands): Private Placement Warrant Liability Private Placement Warrants liability - August 25, 2021 (closing date) $ 1,862 Change in fair value - Closing Date through December 31, 2021 ( 1,184 ) Balance at December 31, 2021 678 Change in fair value ( 445 ) Balance at March 31, 2022 $ 233 |
Property and Equipment , net (T
Property and Equipment , net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment ,net | Property and equipment, net consists of the following (in thousands): March 31, December 31, Lab equipment $ 30 $ 30 Computer and office equipment 130 127 Furniture and fixtures 30 64 Construction in process 128 74 318 295 Less accumulated depreciation and amortization ( 169 ) ( 204 ) $ 149 $ 91 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following (in thousands): March 31, December 31, Employee compensation $ 588 $ 1,343 Research and development 756 1,115 Professional and outside services 456 452 Interest 133 133 Income taxes payable 351 351 Other 6 24 $ 2,290 $ 3,418 |
Term Loans (Tables)
Term Loans (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Long-term Notes and Loans, by Type, Current and Noncurrent [Abstract] | |
Schedule of Principal Future Payments of Term Loans | Based on the outstanding principal amounts for the Company’s Term A Loans, the following table sets forth by year the Company’s required future principal payments as of March 31, 2022 (in thousands): As of March 31, 2022 2024 $ 5,555 2025 6,667 2026 6,667 2027 1,111 Required future principal payments $ 20,000 Unamortized debt discount ( 1,184 ) Non-current term loans, net as of March 31, 2022 $ 18,816 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Public and private placement warrants outstanding. | The following table summarizes the number of outstanding public warrants and private placement warrants and the corresponding exercise price as of March 31, 2022 and December 31, 2021: March 31, December 31, Exercise Price Expiration Date Public warrants 5,833,333 5,833,333 $ 11.50 August 24, 2026 Private placement warrants 181,667 181,667 $ 11.50 August 24, 2026 |
Preferred Stock and Stockhold_2
Preferred Stock and Stockholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Summary of option activity under the company's plans | A summary of the Company’s stock option activity under the plans is as follows (in thousands, except share and per share amounts and years): Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2021 4,193,321 $ 2.41 6.0 $ 26,115 Granted 1,846,215 6.52 9.8 Exercised ( 4,828 ) 0.52 1.1 Cancelled ( 36,667 ) 11.36 9.5 Outstanding at March 31, 2022 5,998,041 $ 3.62 7.0 $ 9,775 Vested and exercisable at March 31, 2022 3,276,219 $ 1.66 5.0 $ 8,425 |
Schedule of assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock option grants. | The assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock option grants were as follows: Three Months Ended March 31, 2022 2021 Risk-free interest rate 1.7 % - 2.2 % 0.7 % Expected volatility 82 % - 84 % 90 % Expected term (in years) 5.5 - 6.1 6.1 Expected dividend yield 0 % 0 % |
Schedule of Common Stock, Reserved for Future Issuance | Common stock reserved for future issuance consists of the following as of March 31, 2022 and December 31, 2021: March 31, Convertible preferred stock — Stock options issued and outstanding 5,998,041 Preferred stock warrants issued and outstanding — Public warrants issued and outstanding 5,833,333 Private placement warrants issued and outstanding 181,667 Earn-Out shares 5,000,000 Unvested sponsor shares 300,000 Authorized for future stock awards or option grants 4,391,792 Total 21,704,833 |
Earn-out Shares (Tables)
Earn-out Shares (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earn out Share [Abstract] | |
Schedule Of Estimated Fair Value Of The Earn Out Shares | The estimated fair value of the Earn-Out Shares was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earn-Out Period using the most reliable information available. Assumptions used in the valuation were as follows: March 31, December 31, Stock price $ 4.01 $ 8.28 Expected volatility 70.0 % 65.0 % Risk-free interest rate 2.0 % 0.6 % Forecast period (in years) 1.4 1.6 Cost of equity 20.0 % 20.0 % |
Schedule Of Activity For Earn Out Liability | The following table presents activity for the Earn-Out liability measured at fair value using significant unobservable Level 3 inputs at December 31, 2021 and March 31, 2022 (in thousands): Earn-out Liability Earn-out liability - August 25, 2021 (Closing Date) $ 61,024 Incremental shares due to option holder forfeitures 16 Change in fair value - Closing date through December 31, 2021 ( 48,910 ) Earn-out liability - December 31, 2021 12,130 Change in fair value ( 10,757 ) Balance at March 31, 2022 $ 1,373 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Supplemental Balance sheet Information related to Leases | The following table summarizes supplemental balance sheet information related to leases as of March 31, 2022 and December 31, 2021. March 31, December 31, Assets: Operating lease right-of-use assets $ 153 $ 166 Total right-of-use assets 153 166 Liabilities Operating lease liabilities, current 46 44 Operating lease liabilities, non-current 109 126 Total operating lease liabilities $ 155 $ 170 |
Schedule of Future Minimum Rental Payments for Operating Leases | As of March 31, 2022, the future minimum annual lease payments under the existing operating leases were as follows (in thousands, except for weighted-average remaining lease term and weighted-average discount rate): Remainder of 2022 $ 41 2023 69 2024 62 Total remaining lease payments 172 Less: imputed interest ( 17 ) Total operating lease liabilities 155 Less: current portion ( 46 ) Long-term operating lease liabilities $ 109 Weighted-average remaining lease term ( in years ) 2.60 Weighted-average discount rate 8 % |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Additional Information (Detail) $ in Thousands | Aug. 25, 2021USD ($) | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Subsidiary Sale Of Stock [Line Items] | |||||
Place of incorporation | DE | ||||
Accumulated deficit | $ 117,832 | $ 120,901 | |||
Cash from operation | 6,500 | ||||
Cash and cash equivalents | 17,664 | 49,702 | $ 16,774 | $ 15,216 | |
Short-term investments | 28,042 | $ 0 | |||
Issuance of common stock, net of issuance costs, value | $ 3,791 | ||||
Long-term Purchase Commitment, Period | 36 months | ||||
Proceeds from cash acquired through acquisition and PIPE offering | $ 67,000 | ||||
Date of incorporation | Oct. 2, 2020 | ||||
PIPE Investors | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Additionally Common Stock | $ 47,000 | ||||
Issuance of common stock, net of issuance costs, value | $ 60,700 | ||||
Proceeds from cash acquired through acquisition and PIPE offering | $ 3,000 | ||||
Locust Walk Acquisition Corp [Member] | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Conversion of outstanding common and preferred shares into common shares | 0.09657 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock, shares issued | 41,395,352 | 40,689,975 |
Common stock price per share | $ 0.0001 | $ 0.0001 |
Consecutive trading days required for entitlement of common stock | 30 days | |
Earn-Out Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock, shares issued | 5,000,000 | |
Common stock price per share | $ 20 | |
Trading days required for entitlement of common stock | 20 days | |
Consecutive trading days required for entitlement of common stock | 30 days |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of basic and diluted net income (loss) per share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Basic Net Income (Loss) per share | ||
Net income (loss) | $ 3,069 | $ (6,582) |
Weighted average common shares outstanding - basic | 40,848,325 | 1,445,065 |
Net income (loss) per share - Basic | $ 0.08 | $ (4.55) |
Diluted Net income (Loss) per share | ||
Net income (loss) | $ 3,069 | $ (6,582) |
Weighted average common shares outstanding - basic | 40,848,325 | 1,445,065 |
Weighted average common shares outstanding - diluted | 43,382,444 | 1,445,065 |
Net income (loss) per share - diluted | $ 0.07 | $ (4.55) |
Stock Options [Member] | ||
Diluted Net income (Loss) per share | ||
Weighted average effect of dilutive securities | 2,534,119 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities (Detail) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially Dilutive Securities (in common stock equivalent shares) | 13,437,826 | 32,470,494 |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially Dilutive Securities (in common stock equivalent shares) | 11,563,819 | |
Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially Dilutive Securities (in common stock equivalent shares) | 10,154,819 | |
Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially Dilutive Securities (in common stock equivalent shares) | 6,734,590 | |
Series C Convertible Preferred Stock Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially Dilutive Securities (in common stock equivalent shares) | 0 | 108,029 |
Public warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially Dilutive Securities (in common stock equivalent shares) | 5,833,333 | |
Private Placement [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially Dilutive Securities (in common stock equivalent shares) | 181,667 | |
Earn-Out Shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially Dilutive Securities (in common stock equivalent shares) | 5,000,000 | |
Unvested sponsor shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially Dilutive Securities (in common stock equivalent shares) | 300,000 | |
Stock Options Outstanding [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially Dilutive Securities (in common stock equivalent shares) | 2,122,826 | 3,909,237 |
Business Combination - Addition
Business Combination - Additional Information (Detail) $ / shares in Units, $ in Thousands | Aug. 25, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) |
Business Acquisition [Line Items] | |||
Trading Days Required For Entitlement Of Common Stock1 | 20 days | ||
Business acquisition transaction cost | $ 3,000 | ||
Liabilities | $ 24,261 | $ 36,772 | |
Proceeds from cash acquired through acquisition and PIPE offering | 67,000 | ||
Issuance of common stock, net of issuance costs, value | 3,791 | ||
Proceeds from business combination | 52,900 | ||
Cash acquired | 6,300 | ||
Transaction costs paid by SPAC in business combination | 11,100 | ||
Private Investment In Public Entity Offering [Member] | |||
Business Acquisition [Line Items] | |||
Proceeds from cash acquired through acquisition and PIPE offering | $ 3,000 | ||
Issuance of common stock, net of issuance costs, value | $ 60,700 | ||
Old eFFECTOR Stockholders | |||
Business Acquisition [Line Items] | |||
Preferred stock conversion ratio | 0.09657 | ||
Exchange ratio of outstanding stock and options | 0.09657 | ||
Shares issued on conversion | shares | 30,021,762 | ||
Option to purchase common stock | shares | 3,920,657 | ||
Weighted average exercise price of stock options that were exchanged | $ / shares | $ 1.56 | ||
Old eFFECTOR Stockholders | Earn-Out Shares | |||
Business Acquisition [Line Items] | |||
Contingently issuable shares issued to shareholders and option holders | shares | 5,000,000 | ||
Contingently issuable shares description | Former holders of shares of Old eFFECTOR common stock (including shares received as a result of the conversion of Old eFFECTOR preferred stock and the exercise of Old eFFECTOR warrants) and former holders of options to purchase shares of Old eFFECTOR will also be entitled to receive their pro rata share of up to 5,000,000 Earn-Out Shares of common stock if, on or prior to August 26, 2023, the closing share price of shares of common stock equals or exceeds $20.00 over at least 20 trading days within a 30-day trading period (the “Triggering Event”) and, in respect of each former holder of Old eFFECTOR stock options, such holder continues to provide services to the Company or one of its subsidiaries at the time of such Triggering Event. The Earn-Out Shares will also be earned and issuable in the event of a change in control of the Company on or prior to August 26, 2023 that results in the holders of common stock receiving a per-share price equal to or in excess of $20.00. | ||
Old eFFECTOR Stockholders | Earn-Out Shares | Minimum | |||
Business Acquisition [Line Items] | |||
Trigger price of common stock for issuance of earnout shares | $ / shares | $ 20 | ||
Trading Days Required For Entitlement Of Common Stock1 | 20 days | ||
Old eFFECTOR Stockholders | Earn-Out Shares | Maximum | |||
Business Acquisition [Line Items] | |||
Trading Days Required For Entitlement Of Common Stock1 | 30 days | ||
Old eFFECTOR Stockholders | Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Common stock up on conversion | shares | 4,056,250 | ||
PIPE Investor | |||
Business Acquisition [Line Items] | |||
Business acquisition, equity interest issued or issuable, number of shares | shares | 6,070,003 | ||
Business acquisition share price | $ / shares | $ 10 | ||
Business acquisition, equity interest issued or issuable value assigned | $ 60,700 | ||
Stock issued, Shares, Acquisitions | shares | 40,669,373 | ||
Stock Outstanding During Period Shares Acquisitions | shares | 40,369,373 | ||
LWAC Stockholders | |||
Business Acquisition [Line Items] | |||
Business acquisition, equity interest issued or issuable, number of shares | shares | 10,347,611 | ||
Liabilities | $ 900 | ||
LWAC Stockholders | Common Stock Subject to Vesting | |||
Business Acquisition [Line Items] | |||
Common stock up on conversion | shares | 300,000 | ||
LWAC Stockholders | Common Stock Subject to Vesting | Minimum | |||
Business Acquisition [Line Items] | |||
Trading Days Required For Entitlement Of Common Stock1 | 20 days | ||
Trigger price of common stock for vesting of unvested shares | $ / shares | $ 15 | ||
LWAC Stockholders | Common Stock Subject to Vesting | Maximum | |||
Business Acquisition [Line Items] | |||
Trading Days Required For Entitlement Of Common Stock1 | 30 days |
Business Combination - Summary
Business Combination - Summary of common stock outstanding following the consummation of business combination (Detail) - shares | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | ||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 41,095,352 | 40,389,975 | |
Common stock, shares outstanding | 40,369,373 | ||
Percentage of ownership | 100.00% | ||
Old eFFECTOR Stockholders | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 30,021,762 | ||
Percentage of ownership | 74.40% | ||
LWAC Stockholders | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 521,358 | ||
Percentage of ownership | 1.30% | ||
LWAC Founders | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | [1] | 3,756,250 | |
Percentage of ownership | [1] | 9.30% | |
PIPE Investors | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 6,070,003 | ||
Percentage of ownership | 15.00% | ||
[1] | Excludes 300,000 Sponsor Shares subject to vesting that are not considered outstanding from an accounting perspective. |
Business Combination - Summar_2
Business Combination - Summary of common stock outstanding following the consummation of business combination (Parenthetical) (Detail) | Mar. 31, 2022shares |
Business Combinations [Abstract] | |
Unvested Shares Held By Sponsors | 300,000 |
Fair Value Measurementsn - Addi
Fair Value Measurementsn - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 28,042 | $ 0 |
Fair Value, Inputs, Level 1, 2 and 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value, net derivative asset (liability) measured on recurring basis, unobservable inputs reconciliation, transfers, net | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments in money market fund | 12,700 | 49,700 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable Securities | 33,000 | $ 0 |
Cash & Cash Equivalents in Securities | 5,000 | |
Short-term investments | 28,000 | |
Fair Value, Inputs, Level 2 [Member] | Short-term Investments [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest Receivable | $ 100 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets And Liabilities Measured At Fair Value On Recurring Basis (Detail) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Total assets | $ 45,706 | $ 49,702 |
Liabilities | ||
Earn-out liability | 1,373 | 12,130 |
Total liabilities | 1,606 | 12,808 |
Private Placement Warrant Liability | ||
Liabilities | ||
Warrant liability | 233 | 678 |
Fair Value Inputs Level 1 | ||
Assets | ||
Total assets | 12,665 | 49,702 |
Fair Value Inputs Level 2 | ||
Assets | ||
Total assets | 33,041 | |
Fair Value Inputs Level 3 | ||
Liabilities | ||
Earn-out liability | 1,373 | 12,130 |
Total liabilities | 1,606 | 12,808 |
Fair Value Inputs Level 3 | Private Placement Warrant Liability | ||
Liabilities | ||
Warrant liability | 233 | 678 |
Money Market Funds | ||
Assets | ||
Money market funds | 12,665 | 49,702 |
Money Market Funds | Fair Value Inputs Level 1 | ||
Assets | ||
Money market funds | 12,665 | $ 49,702 |
Cash and Cash Equivalents [Member] | ||
Assets | ||
U.S. Treasury securities | 4,999 | |
Cash and Cash Equivalents [Member] | Fair Value Inputs Level 2 | ||
Assets | ||
U.S. Treasury securities | 4,999 | |
Short-term Investments [Member] | ||
Assets | ||
U.S. Treasury securities | 28,042 | |
Short-term Investments [Member] | Fair Value Inputs Level 2 | ||
Assets | ||
U.S. Treasury securities | $ 28,042 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Short term Investment (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | $ 33,091 |
Unrealized Losses | (50) |
Estimated Fair Value | $ 33,041 |
U.S. Treasury Securities | |
Debt Securities, Available-for-sale [Line Items] | |
Maturity (in years) | 1 year |
Amortized Cost | $ 33,091 |
Unrealized Losses | (50) |
Estimated Fair Value | $ 33,041 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of change in fair value of preferred stock warrant liability (Detail) - Series C Preferred Stock Warrant Liability [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value, Beginning Balance | $ 433 |
Issuance of new warrants | 271 |
Change in fair value | 49 |
Fair value, Ending Balance | $ 753 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of fair value measurements inputs of private placement warrant liability (Detail) - Private Placement Warrant Liability | Mar. 31, 2022USD ($)yr | Dec. 31, 2021yrUSD ($) |
Common Stock Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Measurement Input | $ | 4.01 | 8.28 |
Expected volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Measurement Input | 70 | 65 |
Risk-free interest rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Measurement Input | 2.4 | 1.3 |
Expected term (in years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Measurement Input | yr | 4.4 | 4.7 |
Expected dividend yield | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Measurement Input | 0 | 0 |
Fair Value Measurements - Sum_5
Fair Value Measurements - Summary of change in fair value of private placement warrant liability (Detail) - Private Placement Warrant Liability - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value, Beginning Balance | $ 678 | $ 1,862 |
Change in fair value | (445) | (1,184) |
Fair value, Ending Balance | $ 233 | $ 678 |
Property and Equipment, net - S
Property and Equipment, net - Summary of Property and Equipment, net (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 318 | $ 295 |
Less accumulated depreciation and amortization | (169) | (204) |
Property and Equipment, Net | 149 | 91 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 30 | 30 |
Computer And Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 130 | 127 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 30 | 64 |
Construction In Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 128 | $ 74 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 5 | $ 7 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Employee compensation | $ 588 | $ 1,343 |
Research and development | 756 | 1,115 |
Professional and outside services | 456 | 452 |
Interest | 133 | 133 |
Income taxes payable | 351 | 351 |
Other | 6 | 24 |
Accrued Liabilities, Current | $ 2,290 | $ 3,418 |
Term Loans - Additional Informa
Term Loans - Additional Information (Detail) | Feb. 22, 2022 | Aug. 31, 2018USD ($) | Mar. 31, 2021USD ($)Tranche | Mar. 31, 2022USD ($)TrancheWarrant$ / sharesshares | Mar. 31, 2021USD ($)Tranche | Dec. 31, 2021USD ($) | Dec. 31, 2020shares | Aug. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||||||
Number of tranches | Tranche | 3 | |||||||
Ceiling limit of maximum percentage amount to be paid on aggregate principal amount | 5.50% | |||||||
Debt Instrument, Maturity Date | Feb. 1, 2023 | |||||||
Number of warrants | Warrant | 2 | |||||||
Effective interest rate | 1.50% | |||||||
Outstanding principal, Term loans | $ 18,816,000 | |||||||
Accrued final payment on term loans | 1,100,000 | $ 1,100,000 | ||||||
Loss on debt extinguishment | 0 | $ (492,000) | ||||||
Issuance of term loans, net of issuance costs | 0 | 19,889,000 | ||||||
Long term debt net of unamortized debt discounts | $ 20,000,000 | |||||||
Prime Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate | 6.50% | |||||||
Series C Preferred Stock [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Exercise price of warrants | $ / shares | $ 5.33 | |||||||
Number of shares subject to each warrant | shares | 46,970 | |||||||
Debt Instrument, Term Loan A [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate | 9.10% | |||||||
Debt Instrument, Term Loan B [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate | 9.00% | |||||||
Debt Instrument Term Loan A and B [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of shares subject to each warrant | shares | 35,227 | |||||||
Loan and Security Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, Maximum borrowing amount | $ 20,000 | |||||||
Line of credit facility, Interest rate description | The Term Loans had an interest-only period that commenced upon the borrowing of each tranche of the Term Loans with interest due and payable upon the first day of each month. The interest-only period ended August 31, 2020. | |||||||
Loan and Security Agreement [Member] | Less Than One Year From The Date Of Loan Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment fee as a percentage of the outstanding principal | 3.00% | |||||||
Loan and Security Agreement [Member] | Greater Than One Year And Less Than Two Years From The Date Of Loan Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment fee as a percentage of the outstanding principal | 2.00% | |||||||
Loan and Security Agreement [Member] | Later Than Two Years And Not Later Than Three Years From The Date Of Loan Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment fee as a percentage of the outstanding principal | 1.00% | |||||||
Loan and Security Agreement [Member] | Later Than Three Years From The Date Of Loan Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment fee as a percentage of the outstanding principal | 0.00% | |||||||
Loan and Security Agreement [Member] | Silicon Valley Bank [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Discount | $ 200,000 | |||||||
Amortization of debt discount | $ 0 | $ 200,000 | ||||||
Loss on debt extinguishment | $ 500,000 | |||||||
Prepayment fees paid in respect of term loan | $ 100,000 | |||||||
Loan and Security Agreement [Member] | Oxford Finance LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of tranches | Tranche | 2 | 2 | ||||||
Debt instrument, face amount | $ 30,000,000 | $ 30,000,000 | ||||||
Number of days within which a portion of term loan will be available subject to achievement of milestone | 45 days | |||||||
Long term debt variable interest rate percentage | 7.70% | 7.70% | ||||||
Loan and Security Agreement [Member] | Prime Rate [Member] | Oxford Finance LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument variable interest rate spread | 4.45% | |||||||
Loan and Security Agreement [Member] | Warrants To Purchase Series C Redeemable Convertible Stock | Oxford Finance LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Exercise price of warrants | $ / shares | $ 5.33 | |||||||
Number of shares subject to each warrant | shares | 37,575 | |||||||
Loan and Security Agreement [Member] | Common Stock [Member] | Silicon Valley Bank [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock up on conversion | shares | 16,477 | |||||||
Loan and Security Agreement [Member] | Common Stock [Member] | Oxford Finance LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock up on conversion | shares | 17,575 | |||||||
Loan and Security Agreement [Member] | Debt Instrument, Term Loan A [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, Current borrowing amount | $ 7,500,000 | |||||||
Loan and Security Agreement [Member] | Debt Instrument, Term Loan A [Member] | Silicon Valley Bank [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Fee paid for modification of term loans | $ 37,000,000 | $ 37,000,000 | ||||||
Loan and Security Agreement [Member] | Debt Instrument, Term Loan A [Member] | Oxford Finance LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Discount | $ 1,600,000 | |||||||
Outstanding principal, Term loans | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Amortization of debt discount | 500,000 | 100,000 | ||||||
Issuance of term loans, net of issuance costs | $ 12,500,000 | |||||||
Extended maturity of Term A Loans, Description | In connection with the amendment, the maturity of the Term A Loans was extended from March 18, 2026 to February 1, 2027. | |||||||
Extended cut off date before which the interest on term loan shall be paid | Mar. 1, 2024 | |||||||
Term loan final payment as a percentage of the amount funded | 5.50% | |||||||
Long term debt net of unamortized debt discounts | $ 18,800,000 | |||||||
Loan and Security Agreement [Member] | Debt Instrument, Term Loan B [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, Current borrowing amount | 7,500,000 | $ 7,500,000 | ||||||
Loan and Security Agreement [Member] | Debt Instrument, Term Loan B [Member] | Less Than One Year From The Date Of Loan Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan initiation date | Jun. 30, 2023 | |||||||
Loan and Security Agreement [Member] | Debt Instrument, Term Loan B [Member] | Oxford Finance LLC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 10,000,000 | $ 10,000,000 | ||||||
Issuance of term loans, net of issuance costs | 7,400,000 | |||||||
Loan and Security Agreement [Member] | Debt Instrument, Term Loan B [Member] | Oxford Finance LLC [Member] | Greater Than One Year And Less Than Two Years From The Date Of Loan Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan initiation date | Mar. 1, 2024 | |||||||
Loan and Security Agreement [Member] | Debt Instrument, Term Loan B [Member] | Oxford Finance LLC [Member] | Later Than Two Years And Not Later Than Three Years From The Date Of Loan Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan initiation date | Mar. 1, 2025 | |||||||
Loan and Security Agreement [Member] | Debt Instrument, Term Loan C [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, Current borrowing amount | $ 5,000,000 | |||||||
Loan and Security Agreement [Member] | Debt Instrument Term Loan A and B [Member] | Silicon Valley Bank [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayment of term loans | 11,500,000 | |||||||
Term loan final payment | $ 800,000 | |||||||
Term loan final payment as a percentage of the original principal amount | 1.00% |
Term Loans - Schedule of Princi
Term Loans - Schedule of Principal Future Payments of Term Loans (Detail) $ in Thousands | Mar. 31, 2022USD ($) |
Long-term Notes and Loans, by Type, Current and Noncurrent [Abstract] | |
2024 | $ 5,555 |
2025 | 6,667 |
2026 | 6,667 |
2027 | 1,111 |
Required future principal payments | 20,000 |
Unamortized debt discount | (1,184) |
Non-current term loans, net as of March 31, 2022 | $ 18,816 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | Aug. 25, 2021 | Mar. 31, 2022 |
Public Warrants and Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants exercisable term from the date of completion of business combination | 30 days | |
Exercise price of warrants | $ 11.50 | |
Class of warrants, redemption price per unit | $ 0.01 | |
Class of warrants, redemption notice period | 30 days | |
Share price | $ 18 | |
Warrants and rights outstanding, term | 5 years | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days to determine share price | 30 days | |
Preferred Stock Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants exercise | 50,529 | |
Stockholders equity note stock split exchange ratio | 0.09657 |
Warrants - Schedule of Public a
Warrants - Schedule of Public and private placement warrants outstanding (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 5,833,333 | 5,833,333 |
Exercise price of warrants | $ 11.50 | |
Expiration date | Aug. 24, 2026 | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 181,667 | 181,667 |
Exercise price of warrants | $ 11.50 | |
Expiration date | Aug. 24, 2026 |
Equity Purchase Agreement (Addi
Equity Purchase Agreement (Additional Information) (Details) - USD ($) | Jan. 24, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||
Common stock shares | 1,000,000,000 | 1,000,000,000 | |
Common stock, shares issued | 41,395,352 | 40,689,975 | |
Common Stock Value | $ 4,000 | $ 4,000 | |
Purchase Agreement | 36 months | ||
Purchase Agreement [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other expense relating to the commitment fee | $ 800,000 | ||
lincoln Park [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Initial Purchase Number of Shares | 557,610 | ||
Initial Purchase Amount | $ 3,000,000 | ||
Purchase Agreement | 36 months | ||
shares issued, commitment shares | 142,939 | ||
lincoln Park [Member] | Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Purchase shares | 50,000,000 | ||
lincoln Park [Member] | Common Stock [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Ownership percentage | 4.99% | ||
lincoln Park [Member] | Purchase Agreement [Member] | Common Stock [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Aggregate number of common shares | 8,133,926 | ||
Price per share | $ 6.42 | ||
Percentage of common shares outstanding prior to the execution of purchase agreement | 19.99% | ||
lincoln Park [Member] | Regular Purchase [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Trading volume percentage | 25.00% | ||
Percentage of purchase price of the closing sale of accelerated purchase date | 97.00% | ||
lincoln Park [Member] | Regular Purchase [Member] | Common Stock [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Committed obligation amount | $ 2,500,000 | ||
Regular Purchase, Description | The Regular Purchase Amount may be increased as follows: to up to 50,000 shares if the closing price is not below $5.00, and up to 75,000 shares if the closing price is not below $10.00. | ||
lincoln Park [Member] | Regular Purchase [Member] | Common Stock [Member] | Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Purchase shares | 30,000 |
Preferred Stock and Stockhold_3
Preferred Stock and Stockholders' Deficit - Additional Information (Detail) | Aug. 25, 2021$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($)shares | Dec. 31, 2021$ / sharesshares | Sep. 30, 2021shares |
Class Of Stock [Line Items] | |||||
Preferred Stock, Shares authorized | 100,000,000 | 100,000,000 | 0 | ||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | |||
Convertible preferred stock exchange ratio | 0.09657 | ||||
Preferred stock, shares outstanding | 28,453,228 | 0 | 0 | ||
Stock option exercises | $ | $ 3,000 | ||||
Stock options outstanding | 5,998,041 | 4,193,321 | |||
Common stock, shares issued | 41,395,352 | 40,689,975 | |||
Stock option exercises, shares | 4,828 | ||||
Number of Option Outstanding,Granted | 1,846,215 | ||||
Share-based Payment Award, Expiration Period | 10 years | ||||
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ / shares | $ 100 | ||||
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ / shares | $ 110 | ||||
Fair value of vested option | $ | $ 700,000 | ||||
Weighted-average grant date fair value | $ / shares | $ 4.55 | ||||
Share-based Payment Arrangement, Expense | $ | $ 800,000 | $ 200,000 | |||
Unrecognized compensation cost related to outstanding employee options | $ | $ 9,100,000 | ||||
Expected term (in years) | 3 years | ||||
Unrecognized compensation cost related to outstanding nonemployee options | $ | $ 2,100,000 | ||||
Outstanding non employee expense expected period | 2 years | ||||
Maximum [Member] | |||||
Class Of Stock [Line Items] | |||||
Expected term (in years) | 6 years 1 month 6 days | ||||
Holder of More Than 10% [Member] | |||||
Class Of Stock [Line Items] | |||||
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ / shares | $ 10 | ||||
2013, Equity Incentive Plan | |||||
Class Of Stock [Line Items] | |||||
Stock options outstanding | 3,920,657 | ||||
Shares authorized | 3,881,785 | 3,886,613 | |||
Adjusted weighted-average exercise price per share | $ / shares | $ 1.56 | ||||
Number of shares reserved for future issuance | 0 | 0 | |||
Shares grants | 0 | 0 | |||
2021, Equity Incentive Plan | |||||
Class Of Stock [Line Items] | |||||
Shares authorized | 6,508,048 | 6,508,048 | |||
Shares purchased for award | 2,190,701 | ||||
Number of shares reserved for future issuance | 4,391,792 | ||||
Shares grants | 4,391,792 | ||||
2021 Employee Stock Purchase Plan [Member] | |||||
Class Of Stock [Line Items] | |||||
Shares issues under ESPP | 0 | ||||
Number of shares reserved for future issuance | 880,000 | ||||
Shares grants | 880,000 | ||||
2021 Employee Stock Purchase Plan [Member] | Maximum [Member] | |||||
Class Of Stock [Line Items] | |||||
Number of shares reserved for future issuance | 15,000,000 | ||||
Shares grants | 15,000,000 | ||||
Common Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, shares outstanding | 28,453,228 | ||||
Proceeds from stock options exercised | $ | $ 2,500 | $ 0 | |||
Stock option exercises, shares | 4,828 | 0 | |||
Common Stock [Member] | 2013, Equity Incentive Plan | |||||
Class Of Stock [Line Items] | |||||
Shares purchased for award | 3,920,657 | ||||
Old eFFECTOR Common Stock [Member] | 2013, Equity Incentive Plan | |||||
Class Of Stock [Line Items] | |||||
Shares purchased for award | 40,599,270 | ||||
Series A Preferred Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, shares outstanding | 11,563,819 | ||||
Series B Preferred Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, shares outstanding | 10,154,819 | ||||
Series C Preferred Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, shares outstanding | 6,734,590 |
Preferred Stock and Stockhold_4
Preferred Stock and Stockholders Deficit - Summary of Option Activity Under the Company's Plans (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of Option Outstanding,Beginning balance | 4,193,321 | |
Number of Option Outstanding,Granted | 1,846,215 | |
Number of Option Outstanding,Exercised | (4,828) | |
Number of Option Outstanding,Cancelled | (36,667) | |
Number of Option Outstanding,Ending balance | 5,998,041 | 4,193,321 |
Number of Option Exercisable | 3,276,219 | |
Weighted Average Exercise Price,Beginning balance | $ 2.41 | |
Weighted Average Exercise Price,Granted | 6.52 | |
Weighted average exercise price,Exercised | 0.52 | |
Weighted average exercise price,Cancelled | 11.36 | |
Weighted Average Exercise Price,Ending balance | 3.62 | $ 2.41 |
Weighted Average Exercise Price,Exercisable | $ 1.66 | |
Weighted- Average Remaining Contractual Term,Beginning balance | 7 years | 6 years |
Weighted- Average Remaining Contractual Term,Granted | 9 years 9 months 18 days | |
Weighted- Average Remaining Contractual Term,Exercised | 1 year 1 month 6 days | |
Weighted- Average Remaining Contractual Term,Cancelled | 9 years 6 months | |
Weighted- Average Remaining Contractual Term, Ending balance | 7 years | 6 years |
Weighted- Average Remaining Contractual Term,Exercisable | 5 years | |
Aggregate Intrinsic Value,Beginning balance | $ 26,115 | |
Aggregate Intrinsic Value,Ending balance | 9,775 | $ 26,115 |
Aggregate Intrinsic Value,Exercisable | $ 8,425 |
Preferred Stock and Stockhold_5
Preferred Stock and Stockholders' Deficit - Schedule of assumptions used in the Black-Scholes option pricing model to determine the fair value of the stock option grants (Detail) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 3 years | |
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 1.70% | 0.70% |
Expected volatility | 82.00% | 90.00% |
Expected term (in years) | 5 years 6 months | 6 years 1 month 6 days |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 2.20% | |
Expected volatility | 84.00% | |
Expected term (in years) | 6 years 1 month 6 days |
Preferred Stock and Stockhold_6
Preferred Stock and Stockholders' Deficit - Summary of Common Stock Reserved for Future Issuance (Detail) - shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | ||
Preferred stock, shares issued | 0 | 0 |
Stock options issued and outstanding | 5,998,041 | 4,193,321 |
Unvested Shares Held By Sponsors | 300,000 | |
Authorized for future stock awards or option grants | 4,391,792 | |
Total | 21,704,833 | |
Preferred Stock Warrants | ||
Class Of Stock [Line Items] | ||
Warrants Issued And Outstanding | 0 | |
Public Warrants Issued and Outstanding | ||
Class Of Stock [Line Items] | ||
Class of Warrant or Right, Outstanding | 5,833,333 | 5,833,333 |
Private Placement Warrants Issued and Outstanding | ||
Class Of Stock [Line Items] | ||
Class of Warrant or Right, Outstanding | 181,667 | 181,667 |
Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares issued | 0 | |
Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Stock options issued and outstanding | 5,998,041 | |
Earn-Out Shares | ||
Class Of Stock [Line Items] | ||
Earn-Out shares | 5,000,000 |
Earn-Out Shares - Additional In
Earn-Out Shares - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 25, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Consecutive trading days required for entitlement of common stock | 30 days | |||
Trading days required for entitlement of common stock | 20 days | |||
Common stock price per share | $ 0.0001 | $ 0.0001 | ||
Non-current warrant liability | $ 233 | $ 678 | ||
Decrease in the warrant liability | (445) | $ 49 | ||
Gain on change in fair value of earn-out liability | $ 10,757 | $ 0 | ||
Common stock, shares issued | 41,395,352 | 40,689,975 | ||
Earn-Out Shares [Member] | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Fair value of earn-out shares | $ 0.31 | $ 2.74 | ||
Fair value of option holder Earn-out Shares | $ 7,900 | |||
Decrease in the warrant liability | $ 10,800 | |||
Share based compensation | 300 | |||
Share based compensation service period | 4 months 9 days | |||
Unrecognized compensation expense | 0 | |||
Estimated fair value of Earn-out Shares | $ 61,000 | |||
Earn-Out Shares [Member] | Stockholders [Member] | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Common stock, shares issued | 4,426,889 | |||
Earn-Out Shares [Member] | Option Holders [Member] | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Common stock, shares issued | 573,111 | |||
Earn-Out Shares [Member] | Effector Therapeutics Inc [Member] | ||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||||
Business acquisition, equity interest issued or issuable, number of shares | 5,000,000 | |||
Common stock price per share | $ 20 |
Earn-Out Shares - Summary of Es
Earn-Out Shares - Summary of Estimated Fair Value of Earn-Out Shares (Detail) - Earn-Out Shares [Member] | Mar. 31, 2022yrshares | Dec. 31, 2021yrshares |
Common Stock Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | shares | 4.01 | 8.28 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.700 | 0.650 |
Forecast period (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | yr | 1.4 | 1.6 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.020 | 0.006 |
Cost of equity | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.200 | 0.200 |
Earn-Out Shares - Summary of Ac
Earn-Out Shares - Summary of Activity for Earn-Out Liability (Detail) - Earn- out Liability [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value, Beginning Balance | $ 12,130 | $ 61,024 |
Incremental shares due to option holder forfeitures | 16 | |
Change in fair value | (10,757) | (48,910) |
Fair value, Ending Balance | $ 1,373 | $ 12,130 |
License Agreements - Additional
License Agreements - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2013 | Aug. 31, 2021 | Jul. 31, 2021 | |
License Agreement Disclosure [Line Items] | |||||
Research and development | $ 3,112,000 | $ 4,468,000 | |||
Regents of the University of California [Member] | |||||
License Agreement Disclosure [Line Items] | |||||
Payment of one time license issuance fees | $ 50,000 | ||||
Payable in connection with the closing of the merger agreement | $ 1,000,000 | ||||
Research and development | $ 15,000 | $ 15,000 | |||
Regents of the University of California [Member] | Amendment to the License Agreement [Member] | |||||
License Agreement Disclosure [Line Items] | |||||
Payable in connection with the closing of the merger agreement | $ 1,000,000 | ||||
Terminate agreement period for written notice | 60 days | ||||
Regents of the University of California [Member] | Amendment to the License Agreement [Member] | Certain Clinical and Regulatory Milestones [Member] | |||||
License Agreement Disclosure [Line Items] | |||||
Remaining milestone payments payable | $ 375,000 |
Research Collaboration and Li_2
Research Collaboration and License Agreement - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | |
Research Collaboration And License Agreement [Line Items] | |||
Performance obligation transaction price | $ 27,000 | ||
Revenue from contract with customer excluding assessed tax | 0 | $ 0 | |
Based on License [Member] | |||
Research Collaboration And License Agreement [Line Items] | |||
Performance obligation transaction price | 25,600 | ||
Based on Research Activities [Member] | |||
Research Collaboration And License Agreement [Line Items] | |||
Performance obligation transaction price | 1,400 | ||
Early Development and Regulatory Milestones [Member] | |||
Research Collaboration And License Agreement [Line Items] | |||
Upfront of milestones payment | 80,000 | ||
Non Early Stage Development Milestones [Member] | Non Exercise of Co-Funding And Co-Promotion Option [Member] | |||
Research Collaboration And License Agreement [Line Items] | |||
Upfront of milestones payment | 165,000 | ||
Non Early Stage Development Milestones [Member] | Exercise of Co-Funding And Co-Promotion Option [Member] | |||
Research Collaboration And License Agreement [Line Items] | |||
Upfront of milestones payment | 70,000 | ||
Specified Sales Based Milestones [Member] | |||
Research Collaboration And License Agreement [Line Items] | |||
Upfront of milestones payment | $ 235,000 | ||
Pfizer [Member] | |||
Research Collaboration And License Agreement [Line Items] | |||
Upfront payment received | $ 15,000 |
DARPA Grant Revenue - Additiona
DARPA Grant Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Allowable costs of reimbursable | $ 5,000 | |||
Prepaid expenses and other current assets | $ 2,633 | $ 3,194 | ||
Reimbursable for allowable costs | 3,600 | |||
Maximum | Subsequent Event [Member] | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Reimbursement Amount | $ 5,000 | |||
DARPA Grant Revenue [Member] | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Revenues | 0 | 0 | ||
Prepaid expenses and other current assets | $ 0 | $ 100 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease, cost | $ 0 | $ 24,000,000 | |
Operating lease, payments | 18,000,000 | $ 28,000,000 | |
Lease term | 3 years | ||
Building [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, cost | $ 16,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Operating lease right-of-use assets | $ 153 | $ 166 |
Total right-of-use assets | 153 | 166 |
Liabilities | ||
Operating lease liabilities, current | 46 | 44 |
Long-term operating lease liabilities | 109 | 126 |
Total operating lease liabilities | $ 155 | $ 170 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Remainder of 2022 | $ 41 | |
2023 | 69 | |
2024 | 62 | |
Total remaining lease payments | 172 | |
Less: imputed interest | (17) | |
Total operating lease liabilities | 155 | $ 170 |
Less: current portion | (46) | |
Long-term operating lease liabilities | $ 109 | $ 126 |
Weighted-average remaining lease term (in years) | 2 years 7 months 6 days | |
Weighted-average discount rate | 8.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Millions | 1 Months Ended |
Apr. 30, 2022USD ($) | |
Subsequent Event [Member] | Maximum | |
Subsequent Event [Line Items] | |
Reimbursement Amount | $ 5 |