Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021 | |
Document Information [Line Items] | |
Document Type | POS AM |
Entity Registrant Name | BETTER THERAPEUTICS, INC. |
Amendment Flag | true |
Entity Filer Category | Non-accelerated Filer |
Entity Central Index Key | 0001832415 |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | On November 29, 2021, we filed a registration statement on Form S-1 (File No. 333- 261383) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”). The Registration Statement registered for resale up to 20,406,908 shares of our common stock. The Registration Statement was declared effective by the SEC on December 8, 2021. This post-effective amendment is being filed to include information from our Annual Report on Form 10-K for the year ended December 31, 2021 that was filed on March 28, 2022. No additional securities are being registered under this post-effective amendment and all applicable registration and filing fees were paid at the time of the original filing of the Registration Statement. |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 40,566,000 | $ 123,000 |
Prepaid expenses | 4,409,000 | 124,000 |
Other current assets | 276,000 | 216,000 |
Total current assets | 45,251,000 | 463,000 |
Capitalized software development costs, net | 5,077,000 | 5,555,000 |
Property and equipment, net | 82,000 | 89,000 |
Other long-term assets | 548,000 | 280,000 |
Total Assets | 50,958,000 | 6,387,000 |
Current liabilities: | ||
Accounts payable | 1,523,000 | 514,000 |
Accrued payroll | 1,352,000 | 39,000 |
Other accrued expenses | 1,858,000 | 60,000 |
Total current liabilities | 4,733,000 | 613,000 |
Long-term debt, net of debt issuance costs | 9,505,000 | 640,000 |
Deferred tax liability | 0 | 152,000 |
Simple Agreements for Future Equity | 0 | 11,740,000 |
Total liabilities | 14,238,000 | 13,145,000 |
Commitments and contingencies (Note 17) | ||
Stockholders' equity (deficit) | ||
Common stock, $0.0001 par value per share, 200,000,000 and 13,265,000 shares authorized as of December 31, 2021 and 2020, respectively and 23,602,718 and 5,697,314 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 2,000 | 1,000 |
Additional paid-in capital | 108,461,000 | 24,649,000 |
Accumulated deficit | (71,743,000) | (31,408,000) |
Total Stockholders' Equity (Deficit) | 36,720,000 | (6,758,000) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 50,958,000 | $ 6,387,000 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Oct. 28, 2021 | Dec. 31, 2020 | Aug. 14, 2020 |
Statement of Financial Position [Abstract] | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 200,000,000 | 13,265,000 | ||
Common stock shares issued | 23,602,718 | 11,146,510 | ||
Common stock shares outstanding | 23,602,718 | 11,146,510 |
STATEMENTS OF OPERATIONS AND CO
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 8 | |
Operating expenses: | ||
Research and development | $ 19,436 | 3,660 |
Sales and marketing | 2,336 | 216 |
General and administrative | 8,788 | 2,455 |
Total operating expenses | 30,560 | 6,331 |
Loss from operations | (30,560) | (6,323) |
Interest expense, net | (185) | (100) |
Gain on Loan Forgiveness | 647 | |
Change in fair value of SAFEs | (10,390) | 189 |
Loss before provision for (benefit from) income taxes | (40,488) | (6,234) |
Provision for (benefit from) income taxes | (153) | 153 |
Net loss | (40,335) | (6,387) |
Cumulative preferred dividends allocated to Series A Preferred Shareholders | (1,507) | |
Net loss attributable to common shareholders, basic and diluted | $ (40,335) | $ (7,894) |
Net loss per share attributable to common shareholders, basic and diluted | $ (3.11) | $ (0.79) |
Weighted-average shares used in computing net loss per share | 12,982,472 | 9,949,376 |
STATEMENTS OF CONVERTIBLE PREFE
STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS'/MEMBERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Previously Reported | Previously ReportedSeries Seed Convertible Preferred Units | Previously ReportedSeries A Convertible Preferred Units | Previously ReportedCommon Units | Previously ReportedAccumulated Deficit | Retroactive Application of Recapitalization Due to Business Combination | Retroactive Application of Recapitalization Due to Business CombinationCommon Units | Retroactive Application of Recapitalization Due to Business CombinationCommon Stock | Retroactive Application of Recapitalization Due to Business CombinationAdditional Paid-in Capital | Retroactive Application of Recapitalization Due to Business CombinationPreferred Stock | Retroactive Application of Recapitalization Due to Business CombinationPreferred StockSeries Seed Convertible Preferred Units | Retroactive Application of Recapitalization Due to Business CombinationPreferred StockSeries A Convertible Preferred Units | Retroactive Application of Recapitalization Due to Business CombinationPreferred StockCommon Stock | Retroactive Application of Recapitalization Due to Business CombinationPreferred StockAdditional Paid-in Capital |
Beginning Balance at Dec. 31, 2019 | $ (567) | $ 1 | $ 24,453 | $ (25,021) | $ (24,809) | $ 212 | $ (25,021) | $ 37 | $ (212) | $ 249 | $ 24,205 | $ 1 | $ 24,204 | |||||
Beginning Balance (in shares) at Dec. 31, 2019 | 9,538,259 | 4,000,000 | (4,000,000) | 3,790,109 | 5,748,150 | |||||||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2019 | $ 2,000 | $ 22,204 | $ (2,000) | $ (22,204) | ||||||||||||||
Temporary Equity, Beginning Balance (in shares) at Dec. 31, 2019 | 1,066,667 | 4,999,807 | (1,066,667) | (4,999,807) | ||||||||||||||
Net Loss | (6,387) | (6,387) | ||||||||||||||||
Issuance and conversion of profits interest units to common stock | 1,018,770 | |||||||||||||||||
Conversion of profits interest units to restricted stock (in shares) | 589,481 | |||||||||||||||||
Share based compensation | 196 | 196 | ||||||||||||||||
Ending Balance at Dec. 31, 2020 | (6,758) | $ 1 | 24,649 | (31,408) | ||||||||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 11,146,510 | |||||||||||||||||
Net Loss | (40,335) | (40,335) | ||||||||||||||||
Forfeiture of restricted stock (in shares) | (52,263) | |||||||||||||||||
Issuance of common stock in connection with business combination, net of issuance costs | 83,126 | $ 1 | 83,125 | |||||||||||||||
Issuance of common stock in connection with business combination, net of issuance costs (in shares) | 12,505,471 | |||||||||||||||||
Exercise of common stock | $ 1 | 1 | ||||||||||||||||
Exercise of common stock (in shares) | 3,000 | 3,000 | ||||||||||||||||
Share based compensation | $ 686 | 686 | ||||||||||||||||
Ending Balance at Dec. 31, 2021 | $ 36,720 | $ 2 | $ 108,461 | $ (71,743) | ||||||||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 23,602,718 |
STATEMENTS OF CONVERTIBLE PRE_2
STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS'/MEMBERS' EQUITY (DEFICIT) (Parentheticals) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Common Stock | |
Issuance costs | $ 16,724 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (40,335) | $ (6,387) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 1,619 | 75 | |
Change in fair value of SAFEs | (10,390) | 189 | |
Loss on write-off of property and equipment | 0 | 36 | |
Share-based compensation expense | 646 | 233 | |
Deferred income taxes | (152) | 152 | |
Gain on Loan Forgiveness | (647) | ||
Changes in operating assets and liabilities | |||
Prepaid expenses and other assets | (4,613) | 54 | |
Accounts payable | 1,009 | 181 | |
Accrued expenses and other liabilities | 1,265 | 71 | |
Net cash used in operating activities | (30,818) | (5,774) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchase of property and equipment | (55) | (17) | |
Capitalized internal-use software costs | (1,016) | (2,288) | |
Net cash used in investing activities | (1,071) | (2,305) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from payroll protection program note | 0 | 640 | |
Proceeds from issuance of convertible notes | 0 | 3,650 | $ 5,000 |
Proceeds from issuance of SAFE notes | 18,675 | 3,155 | |
Proceeds from business combination and PIPE Investment | 59,045 | 0 | |
Payment of costs directly attributable to the issuance of common stock in connection with business combination and PIPE investment | (14,871) | 0 | |
Proceeds from issuance of long-term debt | 10,000 | 0 | |
Debt issuance costs | (518) | 0 | |
Proceeds from exercise of stock options | 1 | 0 | |
Net cash provided by financing activities | 72,332 | 7,445 | |
Net change in cash and cash equivalents | 40,443 | (634) | |
Cash and cash equivalents, beginning of period | 123 | 757 | |
Cash and cash equivalents, end of period | 40,566 | 123 | $ 757 |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid for Interest | 85 | 0 | |
Supplemental disclosures of noncash investing and financing activities | |||
Conversion of convertible notes to SAFE notes | $ 0 | $ 8,774 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Better Therapeutics Inc. (“we”, “us”, “the Company”, or “Better”), a Delaware corporation, was founded in April 2015 as Nutrition Development Group, LLC. In August 2016, we changed our name to Farewell LLC and in January 2018 we changed our name to Better Therapeutics LLC. On August 14, 2020, we converted to a Delaware corporation. As a result of the conversion to a Delaware corporation, as discussed below, all common units, Series Seed Preferred Units and Series A Preferred Units converted to an equivalent number of common stock, Series Seed Preferred Stock and Series A Preferred Stock. In addition, all outstanding profits interest units were converted to common stock, and all outstanding convertible promissory notes were converted to simple agreements for future equity (“SAFEs”). On October 28, 2021, Mountain Crest Acquisition Corp. II, a Delaware corporation (“MCAD”) merged with and into Better Therapeutics with Better Therapeutics surviving as a wholly-owned subsidiary of the Company with the new name Better Therapeutics, Inc. MCAD consummated the acquisition of all the issued and outstanding shares of the former Better Therapeutics, Inc (“Legacy BTX”). Accordingly, for accounting purposes, the financial statements of the combined entity represent a continuation of the financial statements of Better with the business combination being treated as the equivalent of Better Therapeutics issuing stock for the net assets of MCAD, accompanied by a recapitalization. The net assets of MCAD are stated at fair value with no goodwill or other intangible assets recorded. Operations prior to the merger are those of Better Therapeutics. As a result of the Business Combination, the shares and corresponding capital amounts and loss per share related to Legacy BTX’s outstanding convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the Exchange Ratio established in the Merger Agreement. For additional information on the Business Combination, refer to Note 3 of these financial statements. Better Therapeutics has developed a platform of FDA-regulated, non-alcoholic non-alcoholic The Company is in the development stage and our activities have consisted principally of raising capital and preforming research and development. Liquidity and Capital Resources Since inception we have incurred significant losses from operations. As of December 31, 2021, we had cash of $40,566 an accumulated deficit of $71,743. We incurred a net loss of $40,335 and used $30,818 of cash in operating activities during the year ended December 31, 2021. We incurred a net loss of $6,387 and used $5,774 in operating activities during the year ended December 31, 2020. We have primarily funded our operations through the sale of preferred stock, convertible notes, SAFEs and funding from the merger with MCAD. The continued execution of our long-term business plan will require us to explore financing options such as issuance of equity or debt instruments. While we have historically been successful in obtaining equity financing, there can be no assurance that such additional financing, if necessary, will be available or, if available, that such financings can be obtained on satisfactory terms. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. At this time, there is significant uncertainty relating to the ongoing COVID-19 COVID-19 ons |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Amounts are presented in thousands except share and per share information. Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. An adjustment has been made to the Statement of Operations and Comprehensive Loss for fiscal year ended December 31, 2020 to reclassify $682 of cost of sales into research and development expense to align with industry standards. This change in classification does not affect previously reported net loss in the Statement of Operations and Comprehensive Loss. Comprehensive Loss For the years ended December 31, 2021 and 2020, there was no difference between comprehensive loss and net loss. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances. Such estimates, judgments, and assumptions include estimated costs for capitalized internal-use Emerging Growth Company Status We are an emerging growth company, as defined in the JOBS Act. The JOBS Act provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we do not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies until required by private company accounting standards. Concentration of Risk Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents. We maintain our cash primarily with domestic financial institutions of high credit quality, which may exceed federal deposit insurance corporation limits. We Fair Value Measurements The carrying value of our financial instruments, including cash equivalents, accounts payable, accrued liabilities and notes payable approximates fair value due to their short-term nature. The Company’s investment portfolio consists of money market funds, which are carried at fair value. The company has determined the carrying value to be equal to the fair value and has classified these investments as Level 1 financial instruments. We measure financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs. We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Certain SAFEs are classified as Level 3 financial instruments. The balance of the SAFEs are zero and $11,740 as of December 31, 2021 and December 31, 2020, respectively, and are presented as long-term liabilities in the accompanying balance sheets. Property and Equipment, Net Property and equipment, net, are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are generally three Useful lives for property and equipment are as follows: Property and Equipment Estimated Useful Life Computer, equipment and software 3 years Furniture and fixtures 5 years Capitalized Internal-Use Costs incurred to develop software and our platform for internal use consist primarily of direct employee-related and third-party contractor costs and are accounted for pursuant to ASC 350-40, Internal Use Software Impairment of Long-Lived Assets We review long-lived assets for impairment when circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the sum of the future undiscounted cash flows the assets are expected to generate over the remaining useful lives of the assets. If a long-lived asset fails a recoverability test, we measure the amount by which the carrying value of the asset exceeds its fair value. There were no events or changes in business circumstances during the years ended December 31, 2021 and 2020 that indicated the carrying amounts of any long-lived assets were not fully recoverable. Advertising Expense We recognize advertising expenses as they are incurred, and such costs are included in sales and marketing expense in the statements of operations. During the years ended December 31, 2021 and 2020, advertising expense totaled $2 and $14, respectively. Equity-Based Compensation We account for equity-based compensation arrangements granted to employees in accordance with ASC 718, “ Compensation: Stock Compensation We account for equity-based compensation arrangements issued to non-employees 2018-07, Compensation-Stock Compensation (ASC 718): Improvements to Non-employee non-employee We estimate the fair value of each equity-based award on the date of grant using the Black-Scholes option-pricing model. The determination of the fair value of each stock award using this option-pricing model is affected by our assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the fair value of the common stock at the date of grant, the expected term of the awards, the expected stock price volatility over the term of the awards, risk-free interest rate, and dividend yield as follows: Fair Value of Common Stock — Expected Term — time-to-vesting non-employees, Expected Volatility — price volatility for industry peers, consisting of several public companies in our industry that are either similar in size, stage, or financial leverage, over a period equivalent to the expected term of the awards. Due to our limited trading history, we will continue to determine expected volatility using estimate of industry peers. Risk-Free Interest Rate — zero-coupon Dividend Yield — We account for forfeitures when they occur. For awards forfeited before completion of the requisite service period, previously recognized compensation cost is reversed in the period the award is forfeited. Income Taxes Prior to August 14, 2020, Legacy BTX was a limited liability company taxed as a partnership. The income and losses of the Legacy BTX flowed directly through to the members of the partnership. Accordingly, no provision for U.S. federal and state income taxes was reflected in the financial statements. We account for income taxes using the asset and liability method under which deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities with consideration given to net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. We assess the likelihood that deferred tax assets will be recovered from future taxable income and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. We adopted Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes — Balance Sheet Classification of Deferred Taxes non-current We recognize and measure uncertain tax positions using a two-step Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stock is presented in conformity with the two-class two-class two-class Revenue Recognition On January 1, 2020, we adopted the requirements of Accounting Standards Update (“ASU”) No. 2014-09, 340-40, 340-40. • Identification of the contract, or contracts, with a client. • Identification of the performance obligations in the contract. • Determination of the transaction price. • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy a performance obligation. Our historical revenue is derived from pilot agreements with customers to provide a digital therapeutic program that includes mobile apps and health coaching services. Clients are private health insurance providers that have contracted with us to offer our solution as a free benefit offering to their covered population. The monthly fees are recognized as earned based on the end user’s health outcomes and app usage. These pilot agreements ended during 2020. Segment Reporting We operate as one operating segment as we only report financial information on an aggregate basis to the Chief Executive Officer, our chief operating decision maker, who regularly reviews financial operating results for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results, and plans for components or types of products or services below the unit level. As of December 31, 2021, all long-lived assets were in the United States. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, No. 2018-10, No. 2018-11, No. 2018-20, No. 2019-01, In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting and services and aligns most of the guidance on such payments to the nonemployees with the requirements for share-based payments granted to employees. We adopted this standard on January 1, 2020 and the adoption of this standard did not have a material impact on our financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). year-to-date step-up In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (ASC 470-20) Contracts in Entity’s Own Equity (ASC 815-40) 2020-06 2020-06 2020-06 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination On April 6, 2021, the Company entered into a merger agreement with MCAD, a special purpose acquisition company. In connection with the merger agreement, MCAD entered into subscription agreements (the “Subscription Agreements”) dated as of April 6, 2020, with certain institutional and accredited investors, pursuant to which, among other things, MCAD agreed to issue and sell, in a private placement immediately prior to the closing of the Business Combination, an aggregate of 5,000,000 shares of Common Stock for $10.00 per share (the “PIPE Shares”). On October 28, 2021, pursuant to the terms of the merger agreement, we completed the merger with MCAD. We raised $59 million in funding upon the completion of the merger with MCAD. Under the merger Agreement, MCAD acquired all of the outstanding shares of Legacy BTX in exchange for 15,174,729 shares of MCAD. In connection with the merger, MCAD was renamed Better Therapeutics, Inc. We accounted for the business combination as a reverse recapitalization, which is the equivalent of Legacy BTX issuing stock for the net assets of MCAD, accompanied by a recapitalization, with MCAD treated as the acquired company for accounting purposes. The determination of MCAD as the “acquired” company for accounting purposes was primarily based on the fact that subsequent to the business combination, Legacy BTX has a majority of the voting power of the combined company, Legacy BTX will comprise all of the ongoing operations of the combined entity, a majority of the governing body of the combined company and Legacy BTXs’ senior management will comprise all of the senior management of the combined company. The net assets of MCAD were stated at historical cost with no goodwill or other intangible assets recorded. Reported results from operations included herein prior to the business combination are those of Legacy BTX. The shares and corresponding capital amounts and loss per share related to Legacy BTXs’ outstanding redeemable convertible preferred stock, redeemable convertible common stock and common stock prior to the business combination have been retroactively restated to reflect the exchange ratio established in the business combination of .9475 In connection with the business combination, we incurred underwriting fees and other costs considered direct and incremental to the transaction totaling $16,724 consisting of legal, accounting, financial advisory and other professional fees. These amounts are reflected within additional paid-in PIPE Financing (Private Placement) Concurrent with the execution of the Business Combination Agreement, we entered into subscription agreement with MCAD. Pursuant to the Subscription Agreements, each PIPE Investor subscribed for and purchased, and MCAD issued and sold to such investors an aggregate of 5,000,000 shares of MCAD Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $50,000 (the PIPE Financing). Summary of Net Proceeds The following table summarizes the elements of the net proceeds from the business combination as of December 31, 2021: Recapitalization Cash—MCAD cash and cash held in trust $ 9,485 Cash—Proceeds from PIPE Investment 50,000 Less: underwriting fees and other offering costs (16,724 ) Net proceeds from business combination $ 42,761 In addition to the net proceeds disclosed above, we also assumed $43 of prepaid assets and $245 of accrued liabilities upon the closing of the business combination. Summary of Shares Issued The following table summarizes the number of shares of common stock outstanding immediately following the consummation of the business transaction: Number of Shares MCAD shares and rights outstanding prior to the business combination 8,152,500 Less: redemptions of MCAD shares prior to the business combination (4,826,260 ) Common stock of MCAD 3,326,240 Shares issued pursuant to the PIPE including transaction related shares 5,098,750 Business combination and PIPE financing shares 8,424,990 Conversion of Legacy BTX SAFEs to Common Stock 4,080,481 Conversion of Legacy BTX Preferred Seed A to Common Stock 1,010,696 Conversion of Legacy BTX Preferred Series A to Common Stock 4,737,454 Conversion of Legacy BTX Common Stock into new common stock 5,346,097 Total shares of Better Therapeutics Common Stock outstanding immediately following the business combination 23,599,718 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, net Property and equipment consisted of the follow: December 31, 2021 2020 Computer, equipment and software $ 155 $ 100 Furniture and fixtures 155 155 Property and equipment 310 255 Less: accumulated depreciation (228 ) (166 ) Property and equipment, net $ 82 $ 89 Depreciation expense for the years ended December 31, 2021 and 2020 was $62 and $75, respectively. All of the company’s long-lived assets are located in the United States. |
Capitalized Internal Use Softwa
Capitalized Internal Use Software | 12 Months Ended |
Dec. 31, 2021 | |
Research and Development [Abstract] | |
Capitalized Internal Use Software | 5. Capitalized Internal Use Software Capitalized internal use software and accumulated amortization were as follows: December 31, 2021 2020 Gross carrying amount $ 6,611 $ 5,555 Accumulated amortization (1,534 ) — Capitalized internal-use $ 5,077 $ 5,555 We have recorded amortization expense related to capitalized internal-use |
Research and Development Payrol
Research and Development Payroll Tax Credits | 12 Months Ended |
Dec. 31, 2021 | |
Research and Development [Abstract] | |
Research and Development Payroll Tax Credits | 6. Research and Development Payroll Tax Credits As of December 31, 2021 and 2020, the Company had research and development payroll tax credit receivables of $351 and $496, respectively. The current portion of $276 and $216 was reflected in other current assets and the long-term portion of $75 and $280 was reflected in other long-term assets as of December 31, 2021 and 2020, respectively. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 7. Accrued Liabilities December 31, 2021 2020 Due to service providers $ 878 $ — Due to professionals 542 — Other 361 57 Accrued interest 77 3 Other accrued liabilities $ 1,858 $ 60 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt In 2019, Legacy BTX issued $5,000 in convertible promissory notes. In 2020, Legacy BTX issued $3,650 additional convertible promissory notes. These notes bore interest at 2.13% per annum and were due upon written demand of the purchaser at any time after July 19, 2020 or upon a change in control. The notes were convertible into series B preferred units upon the occurrence of a series B financing at a price equal to the convertible note principle plus accrued interest divided by the price per series B preferred unit sold to the investors in the series B financing. On August 14, 2020, upon the conversion of Legacy BTX to a Delaware corporation, the convertible promissory notes and accrued interest were exchanged for an equivalent amount of SAFE agreements as described in Note 9. On May 9, 2020 (the “Origination Date”), the Company received $640 in aggregate loan proceeds (the “PPP Loan”) from Celtic Bank Corporation (the “Lender”) pursuant to the Paycheck Protection Program established under the CARES Act (the Coronavirus Aid, Relief, and Economic Security Act) of 2020. Payments of principal and interest were deferred for the first ten months following the Origination Date, and the PPP Loan was maturing in two years after the Origination Date. The PPP Loan bore interest at 1%. On December 30, 2020, the Company applied for loan forgiveness under the CARES Act and received approval of loan forgiveness in May 2021. As a result, the Company has recorded a gain on loan forgiveness on the statements of operations and comprehensive loss and removed the balance from long-term debt on the balance sheet. The gain recognized totaled $ 647 On August 18, 2021, we entered into a $50,000 secured term loan agreement with Hercules Capital, Inc. (“Hercules”). The term loan has a maturity date of August 1, 2025, which can be extended to February 1, 2026, and is secured by substantially all of our assets. Payments due for the term loan are interest-only until March 1, 2023 (subject to extension to September 1, 2023 or September 1, 2024 upon the achievement of certain milestones), after which principal shall be repaid in equal monthly installments. Interest is payable monthly in arrears. The outstanding principal bears interest at the greater of (a) 8.95 8.95 non-financial de-novo BT-001 BT-001 Future payments on long-term debt as of December 31, 2021 are as follows: Fiscal year ending December 31, Amount 2022 $ — 2023 3,083 2024 4,014 2025 2,903 10,000 Unamortized debt issuance costs (495 ) $ 9,505 |
SAFE Agreements
SAFE Agreements | 12 Months Ended |
Dec. 31, 2021 | |
Simple Agreements For Future Equity Disclosure [Abstract] | |
SAFE Agreements | 9. SAFE Agreements On August 14, 2020, upon the conversion of Legacy BTX to a Delaware corporation, $8,774 in convertible promissory notes and related accrued interest were exchanged for an equivalent number of SAFE agreements. In addition, during 2020, the Company issued an additional $3,155 in SAFEs. During 2021, the Company issued an additional $18,675 in SAFE’s. These SAFEs allow the investors to participate in future equity financings through a share-settled redemption of the amount invested. Alternatively, upon the occurrence of a change of control or an initial public offering, the investors shall have the option to receive either (i) a cash payment equal to the invested amount under such SAFE, or (ii) the amount payable on the number of shares of common stock equal to the invested amount divided by the liquidity price set forth in the applicable SAFE. If there is a dissolution of the company, the investor will be entitled to receive the cash payment equal to the invested amount under such SAFE. The SAFEs include a provision allowing for cash redemption upon the occurrence of a change of control, the occurrence of which is outside the control of the Company. Therefore, the SAFEs are classified as marked-to-market On October 28, 2021 in connection with the business combination all SAFEs were converted to common stock. The SAFEs were marked to fair value during 2021 resulting in a change in fair value reported as loss of $10,390 for the year ended December 31, 2021. The SAFEs were marked to fair value as of December 31, 2020, resulting in a change in fair value reported as a gain of $189 for the year ended December 31, 2020. |
Preferred Units
Preferred Units | 12 Months Ended |
Dec. 31, 2021 | |
Preferred Units, Preferred Partners' Capital Account [Abstract] | |
Preferred Units | 10. Preferred Units On May 4, 2015, Legacy BTX entered into a Series Seed Preferred Unit Purchase Agreement to issue Series Seed Preferred Units to an investor for cash. The Company issued 1,066,667 units of Series Seed Preferred Units at an issue price of $1.875 per share, or $2,000. On December 2, 2015, Legacy BTX entered into a Series A Preferred Unit Purchase Agreement to issue Series A Preferred Units to investors for cash. The Company issued 1,480,527 Series A Preferred Units at an issue price of $4.441 per share, or $6,575. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Preferred Stock | 11. Preferred Stock On August 14, 2020, the Company changed the corporate structure to a Delaware corporation. Upon the change in the corporate structure, each of the Series Seed Preferred Units and Series A Preferred Units were canceled and converted into a corresponding number of shares of Series Seed Preferred Stock and Series A Preferred Stock, $0.0001 par value, at an original issue price of $1.875 and $4.441, respectively. For the period ending on December 31, 2020, we have determined that our preferred stock is contingently redeemable upon certain events not solely within our control. As a result, the SAFEs would potentially be settled in contingently redeemable shares with redemption of such shares being outside of our control. In October 2021, in connection with the Business Combination all outstanding shares of Series Seed Preferred Stock and Series A Preferred Stock were converted into common stock. The total number of shares of preferred stock authorized and issued as of December 31, 2021 is 10,000,000 and zero, respectively. The conversion of these preferred shares has been retroactively restated to reflect the Exchange Ratio established in the Merger Agreement on the Statement of Convertible Preferred Stock and Stockholders’/Members’ Equity (Deficit). |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | 12. Shareholders’ Deficit Common Stock The Company has retroactively adjusted the shares issued and outstanding prior to April 6, 2021 to give effect to the conversion ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. On August 14, 2020, Legacy BTX changed the corporate structure to a Delaware corporation. Upon the change in the corporate structure, each of the Common Units were canceled and converted into a corresponding number of shares of Common Stock with a par value of $0.0001 per share. In addition, each of the outstanding profits interest units were canceled and converted into 1,697,314 shares of Common stock. The total number of shares of common stock authorized and issued as of December 31, 2020 is 13,265,000 and 11,146,510, respectively. On October 28, 2021 in connection with the Business Combination all existing outstanding shares of common stock were exchanged for new shares at a conversion ratio of 94.75% with a par value of $0.0001 per share. The total number of shares of common stock authorized and outstanding as of December 31, 2021 is 200,000,000 and 23,602,718, respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 13. Fair Value Measurements The Company measures and reports certain financial instruments as assets and liabilities at fair value on a recurring basis. The following tables sets forth the fair value of the Company’s financial assets and liabilities at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities SAFE Agreements $ — $ — $ 11,740 $ 11,740 The Company’s SAFE agreements issued are recorded at fair value in our balance sheet. The fair value of the Company’s SAFE agreements is based on significant inputs not observable in the market which cause the instrument to be classified as a Level 3 measurements with the fair value hierarchy. The valuation uses assumptions and estimates in a discounted cash flow model, under a future as-if as-if on-going On October 28, 2021 in connection with the Business Combination all SAFEs were converted to common stock. Changes in the fair value of the SAFE agreements are recognized in the statement of operations and comprehensive loss. The fair value of the Company’s SAFE agreements was zero and $11,740 as of December 31, 2021 and 2020, respectively. The Company did not have any other financial assets or liabilities measured at fair value. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Shareholders | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Shareholders | 14. Net Loss Per Share Attributable to Common Stockholders Series Seed Preferred Stock, Series A Preferred Stock, and common stock are participating securities in the calculation of loss per share as they participate in undistributed earnings on an as-if-converted The following table sets forth the computation of basic and diluted loss (in thousands, except for share and per share amounts): Year Ended December 31, 2021 2020 Net Loss $ (40,335 ) $ (6,387 ) Less: Cumulative preferred dividends allocated to Series A preferred stockholders — (1,507 ) Net loss attributable to common stockholders, basic and diluted (40,335 ) (7,894 ) Weighted-average shares of common stock outstanding 13,351,866 10,155,122 Less: weighted-average shares of common stock subject to vesting (369,394 ) (205,747 ) Weighted-average shares of common stock outstanding used in the calculation of basic and diluted net loss per share attributable to shareholders 12,982,472 9,949,376 Loss per share attributable to common shareholders, basic and diluted $ (3.11 ) $ (0.79 ) The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: For the Year Ended 2021 2020 SAFE agreements — 1,590,482 Stock Options 1,476,475 204,303 1,476,475 1,794,785 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | 15. Share-Based Compensation In August 2020, we adopted the Better Therapeutics, Inc. 2020 Stock Option and Grant Plan (the “2020 Plan”) to grant equity-based incentives to officers, directors, consultants and employees. The equity-based incentives include Incentive Stock Options, Non-Qualified In October 2021, we adopted the Better Therapeutics OpCo. Inc., 2021 Stock Option and Grant Plan (the “2021 Plan”) to grant equity based incentive to officers, directors, consultants and employees. The equity-based incentives include, Incentive Stock Options, Non-Qualified January 1, 2022 and each January 1 thereafter, the number of shares of Common Stock reserved and available for issuance under the Plan shall be cumulatively increased by five percent (5%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31, or such lesser number of shares as approved by the Administrator (the “Annual Increase”). Stock Options Stock options granted generally vest in 2 ways: (i) new hire grants vest over four years with 25% of the option shares vesting one year from the vesting commencement date and then ratably on a monthly basis over the following 36 months and (ii) annual option grants vest monthly over 48 months. Options generally expire 10 years from the date of grant. Stock option activity under the Plans for the periods presented is as follows: Options Outstanding Shares Weighted- Weighted Aggregate Balance as of December 31, 2020 215,625 $ 0.47 9.6 — Conversion of options due to business combination (11,322 ) Balance as of January 1, 2021, as converted 204,303 $ 0.50 Granted 1,277,540 10.75 Exercised (3,000 ) 0.50 Forfeited (2,368 ) 0.50 Balance as of December 31, 2021 1,476,475 $ 9.35 9.4 $ 884 Aggregate intrinsic value represents the difference between the exercise price and the fair value of the shares underlying common stock. The weighted-average grant date fair value of stock options granted to employees during the years ended December 31, 2021 was $3.60 per share. As of December 31, 2021, total unrecognized compensation expense related to unvested stock options was $4,071, which is expected to be recognized over a weighted-average period of 3.1 years. The fair value of each option award granted to employees is estimated on the grant date using the Black- Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of our common stock, risk-free interest rates, and the dividend yield of our common stock. The assumptions used to determine the fair value of the option awards represent our best estimates. These estimates involve inherent uncertainties and the application of our judgment. The related stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the awards, which is generally four years. The Black-Scholes option pricing model assumptions used in evaluating our awards to employees are as follows: Year Ended Expected Term (Years) 6.02 Expected Volatility 42 % Risk-free interest rate 1.22 % Dividend Yield — Restricted Stock The Company issued 622,126 shares of restricted stock under the 2020 Plan during the year ended December 31, 2020 in connection with the conversion of the profits interest units. During 2020, 104,598 shares vested and were converted into unrestricted common stock. The conversion of these preferred shares has been retroactively restated to reflect the Exchange Ratio established in the Merger Agreement on the Statements of Convertible Preferred Stock and Stockholders’/Members’ Equity (Deficit). As of December 31, 2020 there were 490,379 shares of restricted stock. No restricted shares were issued in 2021. During 2021, 52,263 shares were forfeited and 235,634 shares vested and were converted into unrestricted common stock. As of December 31, 2021 there were 202,482 shares of restricted stock outstanding. Stock-based compensation expense for time-based restricted stock awards of $36 is expected to be recognized on a straight-line basis over approximately the next 1 years for the unvested restricted stock outstanding as of December 31, 2021. Total stock-based compensation expense for performance-based restricted stock awards of $8 is expected to be recognized on a straight-line basis over approximately the next .25 years for the unvested restricted stock outstanding as of December 31, 2021. For the year ended December 31, 2020, the Company recorded compensation expense of $127 related to the modification of terms of the profits interest units upon conversion to restricted shares. For the year ended December 31, 2021, the Company recorded Compensation expense of $138 for restricted stock awards. Equity-Based Compensation Expense Equity-based compensation expense in the statement of operations is summarized as follows: Year Ended 2021 2020 Research and development $ 250 $ 105 Sales and marketing 6 — General and administrative 390 128 Total equity-based compensation expense $ 646 $ 233 For the period ended December 31, 2021 and 2020, $40 and $23 of stock based compensation expense was included as part of capitalized internal-use |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes We recorded an income tax benefit of $153 for the period ended December 31, 2021. We recorded an income tax provision of $153 for period from August 14, 2020 to December 31, 2020. Prior to August 14, 2020 Better was a limited liability company and had no income tax liability. Our provision for income taxes consisted of the following: December 31, 2021 2020 Current: Federal $ — $ — State (1 ) 1 Total current (1 ) 1 Deferred: Federal (152 ) 152 State — — Total deferred (152 ) 152 Total provision for income taxes $ (153 ) $ 153 The reconciliation of federal statutory income tax rate to our effective income tax rate is as follows: Year Ended 2021 2020 Expected income tax benefit at the federal statutory rate $ (8,502 ) $ (1,309 ) State taxes, net of federal benefit (42 ) (2 ) Research and development credit, net — (208 ) Deferred tax on conversion to a corporation — 907 Non-deductible 2,129 3 Partnership loss — 676 Other — 1 Change in valuation allowance 6,262 85 Total $ (153 ) $ 153 Significant components of our deferred tax assets are summarized as follows: December 31, 2021 2020 Deferred tax assets: Federal and state new operating loss carryforwards $ 6,844 $ 864 Research and development tax credits 207 207 Depreciation and amortization 25 29 Stock based compensation 55 — Accruals and reserves 284 1 Gross deferred tax assets $ 7,415 1,101 Less Valuation allowance (6,347 ) (85 ) Net deferred tax assets $ 1,068 $ 1,016 Deferred tax liabilities: Capitalized internal use software (1,068 ) (1,168 ) Net deferred tax liabilities (1,068 ) (1,168 ) Net deferred tax liability $ — $ (152 ) As of December 31, 2021, we had $32,389 of federal and $554 of state net operating loss carryforwards available to offset future taxable income. Carryforwards for the current period and future years do not expire for federal purposes and begin to expire in 2040 for state purposes. As of December 31, 2021, the Company had federal and state research credit carryforwards of $122 and $85, respectively. The federal research credits begin to expire in 2040 while the California research credits carry forward have an indefinite life. Management regularly assesses the ability to realize deferred tax assets recorded based upon the weight of available evidence, including such factors as recent earnings history and expected future taxable income on a jurisdiction-by-jurisdiction The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (“IRC Section 382”). Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. Utilization of the federal and state net operating losses may be subject to substantial annual limitation due to the ownership change limitations provided by the IRC Section 382 and similar state provisions. The Company has not completed a Section 382 analysis; however, based on a preliminary review of information available, the Company does not believe it has experienced an ownership change and therefore none of its tax attributes are currently limited by IRC Section 382 or 383. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was passed into law. The CARES Act includes several significant business tax provisions including modification to the taxable income limitation for utilization of net operating losses incurred in 2019 and 2020, an increase to the limitation on deductibility of certain business interest expense, bonus depreciation for purchases of qualified improvement property and special deductions on certain corporate charitable contributions. The Company analyzed the provisions of the CARES Act and determined there was no impact to its income tax provision for the year ended December 31, 2020. Uncertain Tax Positions We are required to inventory, evaluate, and measure all uncertain tax positions taken or to be taken on tax returns and to record liabilities for the amount of such positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities. The following is a summary of the changes in the Company’s gross unrecognized tax benefits: December 31, Balance as of December 31, 2020 $ 77 Increase related to tax position taken — Balance as of December 31, 2021 $ 77 As of December 31, 2021, the total amount of gross unrecognized tax benefits was $77, which, if recognized, would not have an impact on the Company’s effective tax rate, due to the valuation allowance. The Company estimates that there will be no material changes in its uncertain tax positions in the next 12 months. Our policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense. There are no interest and penalties recognized in the statement of operations for the year ended December 31, 2021. We file federal and state income tax returns in the U.S. For U.S. federal and state income tax purposes, the statute of limitations currently remains open for all years due to our NOL carryforwards. We are not currently under examination in any jurisdiction. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies Operating Leases We entered into an operating lease agreement for our office. We recognized the operating lease costs on a straight-line basis over the term of each agreement, considering provisions such as free or escalating base monthly rental payments or deferred payment terms. We record rent expense associated with operating lease obligations in operating expenses in the statements of operations. In August 2020, we negotiated a termination settlement of this office lease for $168 with $56 remaining in other accrued liabilities Legal Matters From time to time, we become involved in claims, vendor disputes and other legal matters arising in the ordinary course of business. We investigate these claims as they arise. Although claims are inherently unpredictable, we are currently not aware of any matters that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial position or cash flows. We record liabilities for legal and other contingencies when losses are probable and estimable. Although the results of litigation and claims are inherently unpredictable, we have not recorded an accrual for such contingencies as we believe that there was not at least a reasonable possibility that we had incurred a material loss with respect to such loss contingencies as of December 31, 2021 and 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 18. Related Party Transactions In 2019, the Company issued $4,000 in convertible promissory notes to a significant holder of common and preferred units. In 2020, the company issued $3,550 in additional convertible promissory notes to the same significant holder of common and preferred units. As part of the conversion to a Delaware corporation in August 2020, these convertible promissory notes and accrued interest were exchanged for $7,657 of SAFEs. After the conversion to a Delaware corporation, an additional $2,630 in SAFEs were issued to the significant shareholder. During the year ended December 31, 2021, the Company issued $11,815 in SAFEs to the significant shareholder noted above. Upon the close of the Business Combination all SAFEs were converted to common stock. In March 2021, Andy Armanino, the former chief executive of officer of Armanino LLP and close relative to the current chief executive officer of Armanino LLP joined the Company’s board of directors. The Company used Armanino LLP for tax, valuation, and outsourced accounting services. During the years ended December 31, 2021 and 2020 the Company incurred $36 and $62, respectively, in fees related to these services. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Amounts are presented in thousands except share and per share information. |
Reclassification | Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. An adjustment has been made to the Statement of Operations and Comprehensive Loss for fiscal year ended December 31, 2020 to reclassify $682 of cost of sales into research and development expense to align with industry standards. This change in classification does not affect previously reported net loss in the Statement of Operations and Comprehensive Loss. |
Comprehensive Loss | Comprehensive Loss For the years ended December 31, 2021 and 2020, there was no difference between comprehensive loss and net loss. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances. Such estimates, judgments, and assumptions include estimated costs for capitalized internal-use |
Emerging Growth Company Status | Emerging Growth Company Status We are an emerging growth company, as defined in the JOBS Act. The JOBS Act provides that an emerging growth company can take advantage of the extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we do not adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies until required by private company accounting standards. |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents. We maintain our cash primarily with domestic financial institutions of high credit quality, which may exceed federal deposit insurance corporation limits. We |
Fair Value Measurements | Fair Value Measurements The carrying value of our financial instruments, including cash equivalents, accounts payable, accrued liabilities and notes payable approximates fair value due to their short-term nature. The Company’s investment portfolio consists of money market funds, which are carried at fair value. The company has determined the carrying value to be equal to the fair value and has classified these investments as Level 1 financial instruments. We measure financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs. We define fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Certain SAFEs are classified as Level 3 financial instruments. The balance of the SAFEs are zero and $11,740 as of December 31, 2021 and December 31, 2020, respectively, and are presented as long-term liabilities in the accompanying balance sheets. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are generally three Useful lives for property and equipment are as follows: Property and Equipment Estimated Useful Life Computer, equipment and software 3 years Furniture and fixtures 5 years |
Capitalized Internal-Use Software Costs | Capitalized Internal-Use Costs incurred to develop software and our platform for internal use consist primarily of direct employee-related and third-party contractor costs and are accounted for pursuant to ASC 350-40, Internal Use Software |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We review long-lived assets for impairment when circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the sum of the future undiscounted cash flows the assets are expected to generate over the remaining useful lives of the assets. If a long-lived asset fails a recoverability test, we measure the amount by which the carrying value of the asset exceeds its fair value. There were no events or changes in business circumstances during the years ended December 31, 2021 and 2020 that indicated the carrying amounts of any long-lived assets were not fully recoverable. |
Advertising Expense | Advertising Expense We recognize advertising expenses as they are incurred, and such costs are included in sales and marketing expense in the statements of operations. During the years ended December 31, 2021 and 2020, advertising expense totaled $2 and $14, respectively. |
Equity-Based Compensation | Equity-Based Compensation We account for equity-based compensation arrangements granted to employees in accordance with ASC 718, “ Compensation: Stock Compensation We account for equity-based compensation arrangements issued to non-employees 2018-07, Compensation-Stock Compensation (ASC 718): Improvements to Non-employee non-employee We estimate the fair value of each equity-based award on the date of grant using the Black-Scholes option-pricing model. The determination of the fair value of each stock award using this option-pricing model is affected by our assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the fair value of the common stock at the date of grant, the expected term of the awards, the expected stock price volatility over the term of the awards, risk-free interest rate, and dividend yield as follows: Fair Value of Common Stock — Expected Term — time-to-vesting non-employees, Expected Volatility — price volatility for industry peers, consisting of several public companies in our industry that are either similar in size, stage, or financial leverage, over a period equivalent to the expected term of the awards. Due to our limited trading history, we will continue to determine expected volatility using estimate of industry peers. Risk-Free Interest Rate — zero-coupon Dividend Yield — We account for forfeitures when they occur. For awards forfeited before completion of the requisite service period, previously recognized compensation cost is reversed in the period the award is forfeited. |
Income Taxes | Income Taxes Prior to August 14, 2020, Legacy BTX was a limited liability company taxed as a partnership. The income and losses of the Legacy BTX flowed directly through to the members of the partnership. Accordingly, no provision for U.S. federal and state income taxes was reflected in the financial statements. We account for income taxes using the asset and liability method under which deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities with consideration given to net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. We assess the likelihood that deferred tax assets will be recovered from future taxable income and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. We adopted Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes — Balance Sheet Classification of Deferred Taxes non-current We recognize and measure uncertain tax positions using a two-step |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stock is presented in conformity with the two-class two-class two-class |
Revenue Recognition | Revenue Recognition On January 1, 2020, we adopted the requirements of Accounting Standards Update (“ASU”) No. 2014-09, 340-40, 340-40. • Identification of the contract, or contracts, with a client. • Identification of the performance obligations in the contract. • Determination of the transaction price. • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy a performance obligation. Our historical revenue is derived from pilot agreements with customers to provide a digital therapeutic program that includes mobile apps and health coaching services. Clients are private health insurance providers that have contracted with us to offer our solution as a free benefit offering to their covered population. The monthly fees are recognized as earned based on the end user’s health outcomes and app usage. These pilot agreements ended during 2020. |
Segment Reporting | Segment Reporting We operate as one operating segment as we only report financial information on an aggregate basis to the Chief Executive Officer, our chief operating decision maker, who regularly reviews financial operating results for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results, and plans for components or types of products or services below the unit level. As of December 31, 2021, all long-lived assets were in the United States. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, No. 2018-10, No. 2018-11, No. 2018-20, No. 2019-01, In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting and services and aligns most of the guidance on such payments to the nonemployees with the requirements for share-based payments granted to employees. We adopted this standard on January 1, 2020 and the adoption of this standard did not have a material impact on our financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). year-to-date step-up In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (ASC 470-20) Contracts in Entity’s Own Equity (ASC 815-40) 2020-06 2020-06 2020-06 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Useful Lives for Property and Equipment | Useful lives for property and equipment are as follows: Property and Equipment Estimated Useful Life Computer, equipment and software 3 years Furniture and fixtures 5 years |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Net Proceeds From The Business Combination | The following table summarizes the elements of the net proceeds from the business combination as of December 31, 2021: Recapitalization Cash—MCAD cash and cash held in trust $ 9,485 Cash—Proceeds from PIPE Investment 50,000 Less: underwriting fees and other offering costs (16,724 ) Net proceeds from business combination $ 42,761 |
Schedule Of Number Of Shares Of Common Stock Outstanding Immediately Following Consummation Of Business Combination Transaction | The following table summarizes the number of shares of common stock outstanding immediately following the consummation of the business transaction: Number of Shares MCAD shares and rights outstanding prior to the business combination 8,152,500 Less: redemptions of MCAD shares prior to the business combination (4,826,260 ) Common stock of MCAD 3,326,240 Shares issued pursuant to the PIPE including transaction related shares 5,098,750 Business combination and PIPE financing shares 8,424,990 Conversion of Legacy BTX SAFEs to Common Stock 4,080,481 Conversion of Legacy BTX Preferred Seed A to Common Stock 1,010,696 Conversion of Legacy BTX Preferred Series A to Common Stock 4,737,454 Conversion of Legacy BTX Common Stock into new common stock 5,346,097 Total shares of Better Therapeutics Common Stock outstanding immediately following the business combination 23,599,718 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the follow: December 31, 2021 2020 Computer, equipment and software $ 155 $ 100 Furniture and fixtures 155 155 Property and equipment 310 255 Less: accumulated depreciation (228 ) (166 ) Property and equipment, net $ 82 $ 89 |
Capitalized Internal Use Soft_2
Capitalized Internal Use Software (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Research and Development [Abstract] | |
Summary of Capitalized Internal Use Software and Accumulated Amortization | Capitalized internal use software and accumulated amortization were as follows: December 31, 2021 2020 Gross carrying amount $ 6,611 $ 5,555 Accumulated amortization (1,534 ) — Capitalized internal-use $ 5,077 $ 5,555 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | December 31, 2021 2020 Due to service providers $ 878 $ — Due to professionals 542 — Other 361 57 Accrued interest 77 3 Other accrued liabilities $ 1,858 $ 60 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Future Payments on Long-term Debt | Future payments on long-term debt as of December 31, 2021 are as follows: Fiscal year ending December 31, Amount 2022 $ — 2023 3,083 2024 4,014 2025 2,903 10,000 Unamortized debt issuance costs (495 ) $ 9,505 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables sets forth the fair value of the Company’s financial assets and liabilities at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities SAFE Agreements $ — $ — $ 11,740 $ 11,740 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Shareholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Loss | The following table sets forth the computation of basic and diluted loss (in thousands, except for share and per share amounts): Year Ended December 31, 2021 2020 Net Loss $ (40,335 ) $ (6,387 ) Less: Cumulative preferred dividends allocated to Series A preferred stockholders — (1,507 ) Net loss attributable to common stockholders, basic and diluted (40,335 ) (7,894 ) Weighted-average shares of common stock outstanding 13,351,866 10,155,122 Less: weighted-average shares of common stock subject to vesting (369,394 ) (205,747 ) Weighted-average shares of common stock outstanding used in the calculation of basic and diluted net loss per share attributable to shareholders 12,982,472 9,949,376 Loss per share attributable to common shareholders, basic and diluted $ (3.11 ) $ (0.79 ) |
Schedule of Potentially Dilutive Securities Excluded from the Computation of Diluted Weighted Average Shares Outstanding | The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: For the Year Ended 2021 2020 SAFE agreements — 1,590,482 Stock Options 1,476,475 204,303 1,476,475 1,794,785 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | Stock option activity under the Plans for the periods presented is as follows: Options Outstanding Shares Weighted- Weighted Aggregate Balance as of December 31, 2020 215,625 $ 0.47 9.6 — Conversion of options due to business combination (11,322 ) Balance as of January 1, 2021, as converted 204,303 $ 0.50 Granted 1,277,540 10.75 Exercised (3,000 ) 0.50 Forfeited (2,368 ) 0.50 Balance as of December 31, 2021 1,476,475 $ 9.35 9.4 $ 884 |
Schedule of Stock Options Awards Valuation Assumptions | The Black-Scholes option pricing model assumptions used in evaluating our awards to employees are as follows: Year Ended Expected Term (Years) 6.02 Expected Volatility 42 % Risk-free interest rate 1.22 % Dividend Yield — |
Summary of Equity-based Compensation Expense | Equity-based compensation expense in the statement of operations is summarized as follows: Year Ended 2021 2020 Research and development $ 250 $ 105 Sales and marketing 6 — General and administrative 390 128 Total equity-based compensation expense $ 646 $ 233 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | Our provision for income taxes consisted of the following: December 31, 2021 2020 Current: Federal $ — $ — State (1 ) 1 Total current (1 ) 1 Deferred: Federal (152 ) 152 State — — Total deferred (152 ) 152 Total provision for income taxes $ (153 ) $ 153 |
Schedule of Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate | The reconciliation of federal statutory income tax rate to our effective income tax rate is as follows: Year Ended 2021 2020 Expected income tax benefit at the federal statutory rate $ (8,502 ) $ (1,309 ) State taxes, net of federal benefit (42 ) (2 ) Research and development credit, net — (208 ) Deferred tax on conversion to a corporation — 907 Non-deductible 2,129 3 Partnership loss — 676 Other — 1 Change in valuation allowance 6,262 85 Total $ (153 ) $ 153 |
Summary of Significant Components of Deferred Tax Assets | Significant components of our deferred tax assets are summarized as follows: December 31, 2021 2020 Deferred tax assets: Federal and state new operating loss carryforwards $ 6,844 $ 864 Research and development tax credits 207 207 Depreciation and amortization 25 29 Stock based compensation 55 — Accruals and reserves 284 1 Gross deferred tax assets $ 7,415 1,101 Less Valuation allowance (6,347 ) (85 ) Net deferred tax assets $ 1,068 $ 1,016 Deferred tax liabilities: Capitalized internal use software (1,068 ) (1,168 ) Net deferred tax liabilities (1,068 ) (1,168 ) Net deferred tax liability $ — $ (152 ) |
Summary of Changes in Gross Unrecognized Tax Benefits | The following is a summary of the changes in the Company’s gross unrecognized tax benefits: December 31, Balance as of December 31, 2020 $ 77 Increase related to tax position taken — Balance as of December 31, 2021 $ 77 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | ||
Cash | $ 40,566 | $ 123 |
Accumulated deficit | 71,743 | 31,408 |
Net loss | 40,335 | 6,387 |
Net cash used in operating activities | $ 30,818 | $ 5,774 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | Aug. 14, 2020USD ($) | |
Research and development expense | $ 19,436,000 | $ 3,660,000 | |
Simple Agreements For Future Equity | $ 0 | 11,740,000 | |
Capitalized internal-use software estimated useful life | 3 years | ||
Advertising expense | $ 2,000 | 14,000 | |
Dividend yield assumption | 0.00% | ||
Provision for U.S. federal and state income taxes | $ 0 | ||
Number of operating segments | Segment | 1 | ||
ASU 2018-07 | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
ASU 2018-13 | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
ASU 2019-12 | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
Minimum | |||
Property and equipment, estimated useful lives | 3 years | ||
Maximum | |||
Property and equipment, estimated useful lives | 5 years | ||
Revision of Prior Period Reclassification Adjustment | |||
Research and development expense | $ 682,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Useful Lives for Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer, Equipment and Software | |
Property and equipment, estimated useful life | 3 years |
Furniture and Fixtures | |
Property and equipment, estimated useful life | 5 years |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 28, 2021 | Apr. 06, 2021 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Prepaid assets | $ 43 | ||
Accrued liabilities | $ 245 | ||
Merger Agreement With Mountain Crest Acquisition Corp. II [Member] | |||
Business Acquisition [Line Items] | |||
Date of acquisition agreement | Apr. 6, 2020 | ||
Funding upon payments | $ 59,000 | ||
Aquired exchange outstanding shares | 15,174,729 | ||
Exchange ratio | 0.00948% | ||
Transaction totaling cost | $ 16,724 | ||
Merger Agreement With Mountain Crest Acquisition Corp. II [Member] | PIPE Shares [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate shares | 5,000,000 | ||
Share price | $ 10 | ||
Merger Agreement With Mountain Crest Acquisition Corp. II [Member] | PIPE Financing [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate shares | 5,000,000 | ||
Share price | $ 10 | ||
Aggregate gross proceeds | $ 50,000 |
Business Combination - Schedule
Business Combination - Schedule of Net Proceeds From The Business Combination (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |
Less: underwriting fees and other offering costs | $ (16,724) |
Net Proceeds From Business Combination, Total | 42,761 |
MCAD cash and cash held in trust [Member] | |
Business Acquisition [Line Items] | |
Cash | 9,485 |
Proceeds from PIPE Investment [Member] | |
Business Acquisition [Line Items] | |
Cash | $ 50,000 |
Business Combination - Schedu_2
Business Combination - Schedule Of Number Of Shares Of Common Stock Outstanding Immediately Following Consummation Of Busin (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
Common stock of MCAD | 23,602,718 | 11,146,510 |
Total shares of Better Therapeutics Common Stock outstanding immediately following the business combination | 23,599,718 | |
PIPE Financing [Member] | ||
Business Acquisition [Line Items] | ||
Shares issued pursuant to the PIPE including transaction related shares | 5,098,750 | |
Business combination and PIPE financing shares | 8,424,990 | |
Mountain Crest Acquisition Corp I I [Member] | ||
Business Acquisition [Line Items] | ||
MCAD shares and rights outstanding prior to the business combination | 8,152,500 | |
Less: redemptions of MCAD shares prior to the business combination | (4,826,260) | |
Common stock of MCAD | 3,326,240 | |
Conversion of Legacy BTX SAFEs to Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Total shares of Better Therapeutics Common Stock outstanding immediately following the business combination | 4,080,481 | |
Conversion of Legacy BTX Preferred Seed A to Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Total shares of Better Therapeutics Common Stock outstanding immediately following the business combination | 1,010,696 | |
Conversion of Legacy BTX Preferred Series A to Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Total shares of Better Therapeutics Common Stock outstanding immediately following the business combination | 4,737,454 | |
Conversion of Legacy BTX Common Stock into New Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Total shares of Better Therapeutics Common Stock outstanding immediately following the business combination | 5,346,097 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 310 | $ 255 |
Less: accumulated depreciation | (228) | (166) |
Property and equipment, net | 82 | 89 |
Computer, Equipment and Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 155 | 100 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 155 | $ 155 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 62 | $ 75 |
Capitalized Internal Use Soft_3
Capitalized Internal Use Software - Summary of Capitalized Internal Use Software and Accumulated Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Research and Development [Abstract] | ||
Gross carrying amount | $ 6,611 | $ 5,555 |
Accumulated amortization | (1,534) | |
Capitalized internal-use software, net | $ 5,077 | $ 5,555 |
Capitalized Internal Use Soft_4
Capitalized Internal Use Software - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Research and Development [Abstract] | ||
Amortization expense related to capitalized internal-use software | $ 1,534 | $ 0 |
Research and Development Payr_2
Research and Development Payroll Tax Credits - Additional Information (Details) - Research And Development Payroll Tax Credit [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Tax Credit Carryforward [Line Items] | ||
Research and development payroll tax credit receivables | $ 351 | $ 496 |
Other Current Assets | ||
Tax Credit Carryforward [Line Items] | ||
Research and development payroll tax credit receivables | 276 | 216 |
Other Long-Term Assets | ||
Tax Credit Carryforward [Line Items] | ||
Research and development payroll tax credit receivables | $ 75 | $ 280 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Due to service providers | $ 878 | |
Due to professionals | 542 | |
Other | 361 | $ 57 |
Accrued interest | 77 | 3 |
Other accrued liabilities | $ 1,858 | $ 60 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | Aug. 18, 2021 | May 09, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||
Proceeds from convertible debt | $ 0 | $ 3,650 | $ 5,000 | ||
Gain on loan forgiveness | (647) | ||||
Interest payable current | 77 | 3 | |||
Proceeds from PPP loan | 0 | 640 | |||
Debt issuance costs | 518 | ||||
Debt instrument, extended maturity date | Feb. 1, 2026 | ||||
Long-term debt | 9,505 | 640 | |||
Convertible Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate | 2.13% | ||||
PPP Loan [Member] | Celtic Bank Corporation [Member] | |||||
Debt Instrument [Line Items] | |||||
Long term debt stated interest rate percentage | 1.00% | ||||
Gain on loan forgiveness | $ 647 | ||||
Proceeds from notes payable | $ 640 | ||||
Long term debt moratorium period | 10 months | ||||
Long term debt term | 2 years | ||||
Secured Debt [Member] | Hercules Capital Inc [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate | 3.25% | ||||
Interest payable current | 77 | ||||
Debt instrument, frequency of principal and interest payment | monthly | ||||
Debt issuance costs | $ 518 | ||||
Amortization expense | $ 23 | $ 0 | |||
Debt instrument maturity date | Aug. 1, 2025 | ||||
Debt instrument interest only payments maturity date | Mar. 1, 2023 | ||||
Debt instrument interest only payments extended maturity date | Sep. 1, 2023 | ||||
Debt instruments interest only payments extended maturity date upon the achievement of certain milestone | Sep. 1, 2024 | ||||
Debt instrument, interest rate terms | The outstanding principal bears interest at the greater of (a) 8.95% or (b) 8.95% plus the prime rate minus 3.25%. | ||||
Repayments of debt | $ 893 | ||||
Percentage of outstanding principal upon repayment of the loan | 5.95% | ||||
Proceeds from equity financing | $ 40,000 | ||||
Debt instrument, face amount | 50,000 | ||||
Long-term debt | $ 9,505 | ||||
Long term debt variable interest rate percentage | 8.95% | 8.95% | |||
Long term debt base rate percentage | 8.95% | ||||
Secured Debt [Member] | Hercules Capital Inc [Member] | Tranche One [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 15,000 | ||||
Secured Debt [Member] | Hercules Capital Inc [Member] | Tranche Two [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | 10,000 | ||||
Secured Debt [Member] | Hercules Capital Inc [Member] | Tranche Three [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | 10,000 | ||||
Secured Debt [Member] | Hercules Capital Inc [Member] | Tranche Four [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | 15,000 | ||||
Secured Debt [Member] | Hercules Capital Inc [Member] | Tranche Five [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 10,000 |
Debt - Schedule of Future Payme
Debt - Schedule of Future Payments on Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 0 | |
2023 | 3,083 | |
2024 | 4,014 | |
2025 | 2,903 | |
Long-term debt, gross | 10,000 | |
Unamortized debt issuance costs | (495) | |
Long-term debt, total | $ 9,505 | $ 640 |
SAFE Agreements - Additional In
SAFE Agreements - Additional Information (Details) - USD ($) $ in Thousands | Aug. 14, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||
Proceeds from issuance of SAFE notes | $ 18,675 | $ 3,155 | |
Change in fair value of SAFEs | $ (10,390) | $ 189 | |
Convertible Promissory Notes And Accrued Interest | |||
Finite-Lived Intangible Assets [Line Items] | |||
Debt conversion original debt amount | $ 8,774 |
Preferred Units - Additional in
Preferred Units - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 02, 2015 | May 04, 2015 |
Series Seed Preferred Units | ||
Preferred Units [Line Items] | ||
Preferred units issued | 1,066,667 | |
Preferred units issue price per share | $ 1.875 | |
Preferred units issue value | $ 2,000 | |
Series A Preferred Units | ||
Preferred Units [Line Items] | ||
Preferred units issued | 1,480,527 | |
Preferred units issue price per share | $ 4.441 | |
Preferred units issue value | $ 6,575 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Details) - $ / shares | Dec. 31, 2021 | Aug. 14, 2020 |
Temporary Equity [Line Items] | ||
Temporary equity, par or stated value per share | $ 0.0001 | |
Preferred stock convertible conversion price | 1.875 | |
Preferred stock shares authorized | 10,000,000 | |
Preferred stock shares issued | 0 | |
Series A Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Preferred stock convertible conversion price | $ 4.441 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Details) - $ / shares | Oct. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 14, 2020 |
Class Of Stock [Line Items] | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Number of profit interest units converted into common stock shares | 1,697,314 | |||
Common stock shares authorized | 200,000,000 | 13,265,000 | ||
Common stock shares issued | 23,602,718 | 11,146,510 | ||
Common stock shares outstanding | 23,602,718 | 11,146,510 | ||
Common stock conversion ratio | 94.75% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Liabilities | ||
SAFE Agreements | $ 0 | $ 11,740 |
Recurring | ||
Liabilities | ||
SAFE Agreements | 11,740 | |
Recurring | Level 1 | ||
Liabilities | ||
SAFE Agreements | 0 | |
Recurring | Level 2 | ||
Liabilities | ||
SAFE Agreements | 0 | |
Recurring | Level 3 | ||
Liabilities | ||
SAFE Agreements | $ 11,740 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Percentage of rate of return for the next financing event scenario | 0.08% | |
Percentage of rate of return for the liquidation event scenario | 40.00% | |
Simple Agreements for Future Equity | $ 0 | $ 11,740 |
Financial assets at fair value | 0 | 0 |
Financial liabilities at fair value | $ 0 | $ 0 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Shareholders - Summary of Computation of Basic and Diluted Loss (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net Loss | $ (40,335) | $ (6,387) |
Less: Cumulative preferred dividends allocated to Series A preferred stockholders | (1,507) | |
Net loss attributable to common shareholders, basic and diluted | $ (40,335) | $ (7,894) |
Weighted-average shares of common stock outstanding | 13,351,866 | 10,155,122 |
Less: weighted-average shares of common stock subject to vesting | (369,394) | (205,747) |
Weighted-average shares of common stock outstanding used in the calculation of basic and diluted net loss per share attributable to shareholders | 12,982,472 | 9,949,376 |
Loss per share attributable to common shareholders, basic and diluted | $ (3.11) | $ (0.79) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Shareholders - Schedule of Potentially Dilutive Securities Excluded from the Computation of Diluted Weighted Average Shares Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of diluted weighted average shares outstanding | 1,476,475 | 1,794,785 |
SAFE Agreements | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of diluted weighted average shares outstanding | 1,590,482 | |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from computation of diluted weighted average shares outstanding | 1,476,475 | 204,303 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average grant date fair value of stock options granted to employees | $ 3.60 | |||
Unrecognized compensation expense | $ 4,071 | |||
Unvested restricted stock period | 1 year | |||
Stock-based compensation expense | $ 646 | $ 233 | ||
Capitalized Internal-use Software Costs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 40 | $ 23 | ||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Stock based award vesting description | Stock options granted generally vest in 2 ways: (i) new hire grants vest over four years with 25% of the option shares vesting one year from the vesting commencement date and then ratably on a monthly basis over the following 36 months and (ii) annual option grants vest monthly over 48 months. | |||
Option expire term | 10 years | |||
Unrecognized compensation expense, weighted average period for recognize | 3 years 1 month 6 days | |||
Requisite service period | 4 years | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 138 | |||
Time Based Restricted Stock Award | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 36 | |||
Performance-Based Restricted stock Award | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested restricted stock period | 3 months | |||
Stock-based compensation expense | $ 8 | |||
Modification of Terms of Profit Interest Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 127 | |||
First Year from Commencement Date | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting rights, percentage | 25.00% | |||
Tranche Two | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 48 months | |||
2020 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock shares reserved for future issuance | 807,326 | |||
2020 Plan | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock shares issued | 622,126 | |||
Restricted stock | 490,379 | |||
2020 Plan | Unrestricted Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock awards vested and converted | 104,598 | |||
2021 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock shares reserved for future issuance | 3,600,000 | |||
Percentage of increase in common stock reserved and available for issuance | 5.00% | |||
2021 Plan | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock shares issued | 0 | |||
Restricted stock | 202,482 | |||
Restricted stock, forfeited | 52,263 | |||
Restricted stock, vested | 235,634 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Subject to Options Outstanding Beginning Balance | 204,303 | |
Subject to Options Outstanding Granted | 1,277,540 | |
Subject to Options Outstanding Exercised | (3,000) | |
Subject to Options Outstanding Forfeited | (2,368) | |
Subject to Options Outstanding Ending Balance | 1,476,475 | 204,303 |
Weighted Average Exercise Price Beginning Balance | $ 0.50 | |
Weighted Average Exercise Price Granted | 10.75 | |
Weighted Average Exercise Price Exercised | 0.50 | |
Weighted Average Exercise Price Forfeited | 0.50 | |
Weighted Average Exercise Price Ending Balance | $ 9.35 | $ 0.50 |
Weighted Average Remaining Contractual Life (Years) | 9 years 4 months 24 days | 9 years 7 months 6 days |
Aggregate Intrinsic Value | $ 884 | |
Previously Reported | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Subject to Options Outstanding Beginning Balance | 215,625 | |
Weighted Average Exercise Price Beginning Balance | $ 0.47 | |
Revision of Prior Period, Reclassification, Adjustment [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Subject to Options Outstanding Beginning Balance | (11,322) |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Stock Options Awards Valuation Assumptions (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend Yield | 0.00% |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected Term (Years) | 6 years 7 days |
Expected Volatility | 42.00% |
Risk-free interest rate | 1.22% |
Dividend Yield | 0.00% |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation expense | $ 646 | $ 233 |
Research and Development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation expense | 250 | 105 |
Selling and Marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation expense | 6 | |
General and Administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation expense | $ 390 | $ 128 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 14, 2020 | |
Income Taxes Disclosure [Line Items] | ||||
Income tax provision | $ 153,000 | $ (153,000) | $ 153,000 | |
Income tax liability | $ 152,000 | 0 | 152,000 | $ 0 |
Net change in valuation allowance, increase amount | $ 6,262,000 | |||
Threshold percentage of Cumulative ownership change for limitations in the amount of the net operating losses | 50.00% | |||
CARES Act income tax provision | $ 0 | |||
Unrecognized tax benefits would have impact on effective tax rate | $ 77,000 | |||
Unrecognized tax benefits, interest and penalties | $ 0 | |||
Federal | Research Tax Credit Carryforwards | ||||
Income Taxes Disclosure [Line Items] | ||||
Tax credit carryforwards expiration year | 2040 | |||
Federal | Indefinite Life | ||||
Income Taxes Disclosure [Line Items] | ||||
Operating loss carryforwards | $ 32,389,000 | |||
Federal | Indefinite Life | Research Tax Credit Carryforwards | ||||
Income Taxes Disclosure [Line Items] | ||||
Tax credit carryforwards | $ 122,000 | |||
State | ||||
Income Taxes Disclosure [Line Items] | ||||
Operating loss carryforwards expiration year | 2040 | |||
State | Tax Period Two Thousand and Forty | ||||
Income Taxes Disclosure [Line Items] | ||||
Operating loss carryforwards | $ 554,000 | |||
State | Tax Period Two Thousand and Forty | Research Tax Credit Carryforwards | ||||
Income Taxes Disclosure [Line Items] | ||||
Tax credit carryforwards | $ 85,000 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ 0 | $ 0 | |
State | (1) | 1 | |
Total current | (1) | 1 | |
Deferred: | |||
Federal | (152) | 152 | |
State | 0 | 0 | |
Total deferred | (152) | 152 | |
Total provision for income taxes | $ 153 | $ (153) | $ 153 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Expected income tax benefit at the federal statutory rate | $ (8,502) | $ (1,309) | |
State taxes, net of federal benefit | (42) | (2) | |
Research and development credit, net | (208) | ||
Deferred tax on conversion to a corporation | 907 | ||
Non-deductible items | 2,129 | 3 | |
Partnership loss | 676 | ||
Other | 1 | ||
Change in valuation allowance | 6,262 | 85 | |
Total provision for income taxes | $ 153 | $ (153) | $ 153 |
Income Taxes - Summary of Signi
Income Taxes - Summary of Significant Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets : | ||
Federal and state new operating loss carryforwards | $ 6,844 | $ 864 |
Research and development tax credits | 207 | 207 |
Depreciation and amortization | 25 | 29 |
Stock based compensation | 55 | |
Accruals and reserves | 284 | 1 |
Gross deferred tax assets | 7,415 | 1,101 |
Less Valuation allowance | (6,347) | (85) |
Net deferred tax assets | 1,068 | 1,016 |
Deferred tax liabilities: | ||
Capitalized internal use software | (1,068) | (1,168) |
Net deferred tax liabilities | $ (1,068) | (1,168) |
Net deferred tax liability | $ 152 |
Income Taxes - Summary of Chang
Income Taxes - Summary of Changes in Gross Unrecognized Tax Benefits (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Balance as of December 31, 2020 | $ 77 |
Balance as of December 31, 2021 | $ 77 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Termination settlement of lease amount | $ 168,000 | |
Operating lease liabilities | $ 56,000 | |
Operating lease, minimum payments | $ 0 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Accrued Liabilities, Current | |
Rent expense | $ 0 | $ 131,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Simple agreements and future equity issued to significant shareholder | $ 11,815 | ||
Convertible Promissory Notes | |||
Related Party Transaction [Line Items] | |||
Convertible instrument issued to common and preferred units | 4,000 | ||
Additional convertible instruments issued to common and preferred units | 3,550 | ||
Convertible instrument were exchanged for simple agreements for future equity including accrued interest | $ 7,657 | ||
After Conversion To Delaware Corporation | |||
Related Party Transaction [Line Items] | |||
Additional Simple agreements for future equity issued to the significant shareholder | 2,630 | ||
Armanino LLP for tax, valuation and outsourced accounting services [Member] | Andy Armanino [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction fees incurred | $ 36 | $ 62 |