Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 12, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39969 | |
Entity Registrant Name | Pear Therapeutics, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 200 State Street | |
Entity Address, Address Line Two | 13th Floor | |
Entity Address, State or Province | MA | |
Entity Address, City or Town | Boston | |
Entity Address, Postal Zip Code | 02109 | |
City Area Code | 617 | |
Local Phone Number | 925-7848 | |
Entity Tax Identification Number | 85-4103092 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 138,101,541 | |
Amendment Flag | false | |
Entity Central Index Key | 0001835567 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | PEAR | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Class A common stock for $11.50 per share | |
Trading Symbol | PEARW | |
Security Exchange Name | NASDAQ |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 89,434 | $ 169,567 |
Short-term investments | 47,967 | 5,004 |
Accounts receivable | 4,131 | 1,794 |
Prepaid expenses and other current assets | 8,519 | 8,876 |
Total current assets | 150,051 | 185,241 |
Property and equipment, net | 6,386 | 6,255 |
Right-of-use assets (Note 8) | 10,196 | 0 |
Restricted cash - long-term | 411 | 411 |
Other long-term assets | 5,048 | 5,253 |
Total assets | 172,092 | 197,160 |
Current liabilities: | ||
Accounts payable | 3,750 | 1,806 |
Accrued expenses and other current liabilities | 12,679 | 17,946 |
Lease liabilities - current (Note 8) | 1,760 | 0 |
Deferred revenues | 1,020 | 421 |
Debt | 27,170 | 26,993 |
Total current liabilities | 46,379 | 47,166 |
Lease liabilities - noncurrent (Note 8) | 9,695 | 0 |
Embedded debt derivative | 675 | 675 |
Warrant liabilities | 11,257 | 8,528 |
Earn-out liabilities | 33,736 | 48,363 |
Other long-term liabilities | 841 | 1,994 |
Total liabilities | 102,583 | 106,726 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of March 31, 2022; and no shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value; 690,000,000 authorized as of March 31, 2022; and 137,901,183 and 137,836,028 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 14 | 14 |
Additional paid-in capital | 341,380 | 338,404 |
Accumulated deficit | (271,842) | (247,983) |
Accumulated other comprehensive (loss) income | (43) | (1) |
Total stockholders’ equity | 69,509 | 90,434 |
Total liabilities and stockholders’ equity | $ 172,092 | $ 197,160 |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, Par value (in dollars per share) | $ 0.0001 | |
Preferred stock, authorized (in shares) | 10,000,000 | |
Preferred stock, issued (in shares) | 0 | |
Preferred stock, outstanding (in shares) | 0 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 690,000,000 | |
Common stock, issued (in shares) | 137,901,183 | 137,836,028 |
Common stock, outstanding (in shares) | 137,901,183 | 137,836,028 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | ||
Total revenue | $ 2,749 | $ 376 |
Cost of Revenue | 1,481 | 738 |
Cost and operating expenses | ||
Research and development | 13,264 | 7,490 |
Selling, general, and administrative | 22,745 | 13,299 |
Total cost and operating expenses | 37,490 | 21,527 |
Loss from operations | (34,741) | (21,151) |
Other income (expense): | ||
Interest and other (expense) income, net | (1,016) | (1,026) |
Change in estimated fair value of earn-out liabilities | 14,627 | 0 |
Change in estimated fair value of warrant liabilities | (2,729) | (163) |
Loss on issuance of legacy convertible preferred stock | 0 | (2,053) |
Total other income (expense) | 10,882 | (3,242) |
Net loss | (23,859) | (24,393) |
Unrealized loss on short-term investments | (42) | 0 |
Comprehensive loss | $ (23,901) | $ (24,393) |
Net loss per share: | ||
Diluted (in dollars per share) | $ (0.17) | $ (0.22) |
Basic (in dollars per share) | $ (0.17) | $ (0.22) |
Weighted average common shares outstanding: | ||
Weighted-average common shares outstanding, diluted (in shares) | 137,851,984 | 108,657,852 |
Weighted-average common shares outstanding, basic (in shares) | 137,851,984 | 108,657,852 |
Product revenue | ||
Revenue | ||
Total revenue | $ 2,749 | $ 300 |
Collaboration and license revenue | ||
Revenue | ||
Total revenue | $ 0 | $ 76 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2020 | 106,721,878 | ||||
Beginning balance at Dec. 31, 2020 | $ 87,116 | $ 11 | $ 269,946 | $ (182,841) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Conversion of convertible preferred stock to common stock (in shares) | 4,503,618 | ||||
Conversion of convertible preferred stock to common stock | 21,970 | 21,970 | |||
Exercise of common stock options (in shares) | 642,489 | ||||
Exercise of common stock options | 402 | 402 | |||
Stock-based compensation expense | 463 | 463 | |||
Net loss | (24,393) | (24,393) | |||
Ending balance at Mar. 31, 2021 | 85,558 | $ 11 | 292,781 | (207,234) | 0 |
Ending balance (in shares) at Mar. 31, 2021 | 111,867,985 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 137,836,028 | ||||
Beginning balance at Dec. 31, 2021 | $ 90,434 | $ 14 | 338,404 | (247,983) | (1) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of common stock options (in shares) | 65,145 | 65,145 | |||
Exercise of common stock options | $ 75 | 75 | |||
Stock-based compensation expense | 2,901 | 2,901 | |||
Exercise of common stock warrants (in shares) | 10 | ||||
Other comprehensive income (loss) | (42) | (42) | |||
Net loss | (23,859) | (23,859) | |||
Ending balance at Mar. 31, 2022 | $ 69,509 | $ 14 | $ 341,380 | $ (271,842) | $ (43) |
Ending balance (in shares) at Mar. 31, 2022 | 137,901,183 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Preferred Stock | Convertible Preferred Stock | |
Issuance costs | $ 83 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Activities: | ||
Net loss | $ (23,859) | $ (24,393) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 723 | 277 |
Amortization of intangible asset | 155 | 100 |
Amortization of debt discount | 176 | 150 |
Amortization of right-of-use asset | 418 | 0 |
Accretion and amortization of interest income | (9) | 8 |
Stock-based compensation expense | 2,901 | 463 |
Loss on issuance of legacy convertible preferred stock | 0 | 2,053 |
Change in fair value of warrants | 2,729 | 163 |
Change in fair value of earn-out liabilities | (14,627) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,337) | 38 |
Prepaid expenses and other assets | 410 | (200) |
Lease liabilities | (405) | 0 |
Accounts payable | 1,591 | 76 |
Accrued expenses, other liabilities and non-current liabilities | (5,214) | (990) |
Deferred revenues | 640 | 1,294 |
Net cash used in operating activities | (36,708) | (20,961) |
Investing Activities: | ||
Proceeds from maturities of short-term investments | 0 | 4,000 |
Purchases of short-term investments | (42,999) | (2,996) |
Purchases of property and equipment | (501) | (789) |
Net cash provided by (used in) investing activities | (43,500) | 215 |
Financing Activities: | ||
Proceeds from issuance of convertible preferred stock, net | 0 | 19,917 |
Proceeds from exercise of stock options | 75 | 402 |
Net cash provided by financing activities | 75 | 20,319 |
Net decrease in cash, cash equivalents and restricted cash | (80,133) | (427) |
Cash, cash equivalents and restricted cash—beginning of period | 169,978 | 112,061 |
Cash, cash equivalents and restricted cash—end of period | 89,845 | 111,634 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 900 | 900 |
Supplemental disclosure of non-cash investing and financing information: | ||
Purchases of property and equipment in accounts payable and accrued expenses | $ 353 | $ 55 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | NATURE OF BUSINESS Basis of Presentation References throughout this Form 10-Q to “we,” “us,” the “Company,” “Pear” or “our company” are to Pear Therapeutics, Inc. (formerly known as Thimble Point Acquisition Corp.), and “Legacy Pear” refers to Pear Therapeutics (US), Inc. prior to the Business Combination, unless otherwise noted or the context otherwise indicates. Legacy Pear is deemed the accounting predecessor and the post-company successor SEC registrant, which means Legacy Pear financial statements for previous periods are disclosed in this Form 10-Q. Future period reports filed with the SEC will include Pear Therapeutics, Inc. and its subsidiaries. Organization Pear is a leader in prescription digital therapeutics, or PDTs. The Company’s PDTs treat diseases with clinically validated software. On December 3, 2021, (the “Closing Date”), we consummated a business combination, or the “Business Combination”, pursuant to the terms of the business combination agreement, or “Business Combination Agreement”, dated June 21, 2021, by and among the Company (formerly known as Thimble Point Acquisition Corp., or “THMA”), Pear Therapeutics (US), Inc., a Delaware corporation incorporated on August 14, 2013 (“Pear US”) (formerly known as Pear Therapeutics, Inc.) and Oz Merger Sub, Inc., pursuant to which Oz Merger Sub., Inc. (a Delaware corporation and wholly-owned subsidiary of THMA, or “Merger Sub”) merged with and into Pear US, with Pear US surviving as our wholly owned subsidiary. Upon the closing of the Business Combination, THMA changed its name to Pear Therapeutics, Inc. (“Pear” or the “Company”). Pursuant to the terms of the Business Combination Agreement, each share of Legacy Pear common stock, par value $0.0001 per share (“Legacy Pear Common Shares”) issued and outstanding immediately prior to the closing of the Business Combination, after giving effect to the conversion of all issued and outstanding shares of Legacy Pear preferred stock, par value $0.0001 per share (“ Legacy Pear Preferred Shares ”) to Legacy Pear Common Shares, were canceled and converted into the right to receive a number of shares of Class A common stock, par value $0.0001 per share (“ Class A common stock ”) equal to the number of shares of Legacy Pear Common Shares multiplied by the exchange ratio of approximately 1.47. In addition, all outstanding equity awards of Legacy Pear were converted into equity awards with the option to purchase Class A common stock with the same terms and conditions adjusted by the exchange ratio of approximately 1.47. In connection with the Business Combination, THMA completed the sale and issuance of 10,280,000 shares of Class A common stock in a fully committed common stock private placement at a purchase price of $10.00 per share (“PIPE Shares”) for an aggregate purchase price of $102,800 (“PIPE Investment”), and a Forward Purchase Agreement Assignment, dated as of December 2, 2021, by and among THMA, the Anchor Investor, and a Pipe Investor (the “Forward Purchase Assignment”); which closed simultaneously with the consummation of the Business Combination. Upon the closing of the Business Combination, all of the remaining outstanding THMA Class A common shares were separated, pursuant to their terms, into one share of Class A common stock (which totaled 832,899 shares Class A common stock, “Public Shares”) and one-third (1/3) of one redeemable warrant (and THMA’s units ceased trading on the Nasdaq). Further, LP SPAC 1 LLC (the “Anchor Investor”) purchased 6,387,026 shares of Class A common stock at a purchase price of $10.00 per share in connection with the Forward Purchase Agreement, dated as of February 1, 2021, by and between THMA and the Anchor Investor (the “Forward Purchase Agreement”), as amended from time to time, including by the Amendment to Forward Purchase Agreement dated as of June 21, 2021, and the Second Amendment to Forward Purchase Agreement dated as of November 14, 2021 (the “Amended Forward Purchase Agreement”), entered into with THMA on February 1, 2021 (“THMA Sponsor Shares”). Gross proceeds from the Merger totaled approximately $175,001 which included funds held in THMA’s trust account (after giving effect to redemptions). Transaction costs totaled approximately $32,779. Unless otherwise indicated or the context otherwise requires, references in this Form 10-Q to the “Company”, “our”, and “Pear” refer to the consolidated operations of Pear Therapeutics, Inc. and its subsidiaries. References to THMA refer to the company prior to the consummation of the Business Combination and references to “Legacy Pear” refer to Pear Therapeutics, Inc. (now Pear Therapeutics (US), Inc.) prior to the consummation of the Business Combination. Legacy Pear was deemed the accounting acquirer in the Business Combination. This determination was primarily based on Legacy Pear’s stockholders prior to the Business Combination having a majority of the voting power in the combined company, Legacy Pear having the ability to appoint a majority of the Board of Directors of the combined company, Legacy Pear’s existing management comprising the senior management of the combined company, Legacy Pear comprising the ongoing operations of the combined company, Legacy Pear being the larger entity based on historical revenues and business operations, and the combined company assuming Legacy Pear’s name. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Pear issuing stock for the net assets of THMA, accompanied by a recapitalization. Under this method of accounting, THMA who was the legal acquirer, is treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Pear issuing stock for the net assets of THMA, accompanied by a recapitalization. The net assets of THMA are stated at historical cost, with no goodwill or other intangible assets recorded. The equity structure has been restated in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s Class A common stock, $0.0001 par value per share, issued to Legacy Pear stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Pear’s Convertible Preferred Stock (“ Legacy Pear Preferred Shares ”) and Legacy Pear common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio of approximately 1.47 established in the Business Combination. Legacy Pear’s convertible preferred stock previously classified as mezzanine was retroactively adjusted, converted into Class A common stock, and reclassified to permanent as a result of the reverse recapitalization. See Note 3 for more information. THMA, now Pear Therapeutics, Inc., a Delaware corporation was incorporated on December 1, 2020. Pear Therapeutics (US), Inc., previously known as Pear Therapeutics, Inc. (“ Legacy Pear ”), is a Delaware corporation incorporated on August 14, 2013. The Company is headquartered in Boston, Massachusetts. Going Concern The Company is subject to a number of risks and uncertainties common to early-stage technology-based companies, including, but not limited to, rapid technological changes, protection of its proprietary technology and intellectual property, commercialization of existing and new products, development by competitors of competing products, dependence on key personnel, compliance with government regulations, including compliance with the US. Food and Drug Administration, or FDA, and the ability to secure additional capital to fund operations. The Company obtained FDA marketing authorization for its three products, reSET® (2017), reSET-O® (2018), and Somryst® (2020). In October 2019, after terminating our agreement with Sandoz Inc., our then collaboration partner, we began the direct commercialization of reSET® and reSET-O®. The Company has incurred recurring losses since inception and anticipates net losses and negative operating cash flows for the near future and may be unable to remain in compliance with certain financial covenants required under its credit facility. For the three months ended March 31, 2022, the Company had a net loss of $23,859 and as of March 31, 2022, had an accumulated deficit of $271,842. As of March 31, 2022, the Company had $137,401 of cash and cash equivalents and short-term investments. While the Company has recorded revenue, revenues have been insufficient to fund operations. Accordingly, the Company has funded its operations to date through a combination of proceeds raised from equity and debt issuances, including the Business Combination. The Company’s operating costs include the cost of developing and commercializing products as well as providing research services. As a consequence, the Company will need to raise additional equity and debt financing that may not be available, if at all, at terms acceptable to the Company to fund future operations. As a result, the Company could be required to delay, scale back or abandon some or all of its development programs and other operations, which could materially harm the Company’s business, prospects, financial condition and operating results. Management believes these uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. Because of these uncertainties, the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Due to the substantial doubt about the Company’s ability to continue operating as a going concern for twelve months from the issuance date of these financial statements and the material adverse change clause in the Perceptive Credit Facility, the amounts due as of March 31, 2022, have been classified as current in the consolidated balance sheet. The lender has not invoked the material adverse change clause as of the date of issuance of these financial statements. The accompanying consolidated financial statements do not reflect any other adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. The Company is subject to various covenants related to the Perceptive Credit Facility entered into on June 30, 2020 (Note 7), and given the substantial doubt about the Company’s ability to continue as a going concern, there is a risk that it may not meet its covenants in the future. COVID-19 Related Significant Risks and Uncertainties There continues to be uncertainties regarding the pandemic of the novel coronavirus, or COVID-19. The Company is closely monitoring the continued impact of COVID-19 on all aspects of its business, including how it will impact its customers, patients, employees, suppliers, vendors, and business partners. The Company is unable to predict the specific impact that COVID-19 may have on its business, financial position, and operations moving forward due to the numerous uncertainties. Any estimates made herein may change as new events occur and additional information is obtained, and actual results could differ materially from any estimates made herein under different assumptions or conditions. The Company will continue to assess the evolving impact of COVID-19. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with US generally accepted accounting principles, or GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Update, or ASU, of the Financial Accounting Standards Board, or FASB. The consolidated financial statements as of March 31, 2022 and 2021, and for the three months ended March 31, 2022 and 2021, include the accounts of Pear and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements herein. Certain monetary amounts, percentages, and other figures included elsewhere in these consolidated financial statements have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Adjustment has been made to the Consolidated Statement of Operations for the three months ended March 31, 2021, to present the change in fair value of warrant liabilities as a separate line item; this amount was included in the Interest and other (expense) income, net line item in prior years. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and various other assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates and changes in estimates are reflected in reported results in the period in which they become known. Cash, Cash Equivalents, and Restricted Cash The Company considers only those highly liquid investments, readily convertible to cash, that mature within 90 days from the date of purchase to be cash equivalents. The Company’s cash equivalents include money market funds and overnight deposits. The following table reconciles cash, cash equivalents, and restricted cash reported within the Company’s consolidated balance sheets to the total amounts shown in the consolidated statements of cash flows: March 31, 2022 December 31, 2021 Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 89,434 $ 169,567 Restricted cash - long-term 411 411 Total cash, cash equivalents, and restricted cash $ 89,845 $ 169,978 Recently Adopted Accounting Pronouncements In February 2016, the FASB, issued ASU 2016-02, Leases (Topic 842) , as subsequently amended, which provides guidance requiring lessees to recognize a right-of-use asset (“ ROU ”) and a lease liability on the balance sheet for substantially all leases, with the exception of short-term leases. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the statements of operations. The Company adopted the leasing standard effective January 1, 2022, using the revised modified retrospective transition method, with comparative periods continuing to be reported under ASC 840 as it was the accounting standard in effect for such period. In the adoption of ASU 2016-02, the Company carried forward the assessment from ASC 840 of whether its contracts contain or are leases, the classification of its leases, and remaining lease terms. The Company did not elect the hindsight practical expedient upon adoption of the new standard. The most significant impact resulting from the adoption of this new standard was the recognition of $10,614 of an operating ROU assets and $11,860 of operating lease liabilities on the adoption date, January 1, 2022. The difference between the ROU assets and lease liabilities on the accompanying condensed consolidated balance sheet is primarily due to the accrual for lease payments as a result of straight-line lease expense and unamortized tenant incentive liability balances. Existing deferred rent and prepaid rent amounts were removed from the consolidated balance sheets at the date of adoption. The adoption did not have a material impact to the Company's consolidated statements of operations or statement of cash flows. The Company has made an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet and recognize those lease payments in the consolidated statements of income on a straight-line basis over the lease term. The Company has also elected the practical expedient to not separate lease and non-lease components for all of its leases as the non-lease components are not significant to the overall lease costs. See Note 8 for further information. In December 2019, the FASB issued ASU No. 2019-12, I ncome Taxes-Simplifying the Accounting for Income Taxes |
BUSINESS COMBINATION
BUSINESS COMBINATION | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | Business Combination As discussed in Note 1, on December 3, 2021, the Company consummated a business combination pursuant to the Business Combination Agreement. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, THMA, who was the legal acquirer, was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Pear issuing stock for the net assets of THMA, accompanied by a recapitalization. Upon the closing of the Business Combination, holders of Legacy Pear common stock received shares of Class A common stock in an amount determined by application of the exchange ratio of approximately 1.47 (the “ Exchange Ratio ”), which was based on Legacy Pear’s implied price per share prior to the Business Combination. For periods prior to the Business Combination, the reported share and per share amounts have been retroactively converted (“ Retroactive Conversion ”) by applying the Exchange Ratio. The consolidated assets, liabilities and results of operations prior to the Business Combination are those of Legacy Pear. In addition, holders of Legacy Pear Common Shares (and Legacy Pear Preferred Shares who converted their shares into Legacy Pear Common Shares in connection with the Merger) received the contingent right to receive up to 12,395,625 additional Class A common stock (the “ Earn-Out Shares ”) upon the achievement of certain earn-out targets. The holders of Legacy Pear common stockholders are eligible to receive up to 12,395,625 shares in the aggregate of additional Class A common stock in three equal tranches of 4,131,875 shares respectively, upon the Company achieving $12.50, $15.00, or $17.50, respectively, as its volume-weighted average price per share for any 20 trading days within a 30 consecutive trading day period (as adjusted for share splits, reverse share splits, share dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares, or the like). Further, the Company assumed the outstanding warrants to purchase 9,199,944 shares of the Company’s Class A common stock at $11.50 per share (the “Public Warrants”) and the outstanding warrants (the “Private Placement Warrants”) held by LJ10 LLC, (the “ Sponsor ”) to purchase 5,013,333 shares of the Company’s Class A common stock at $11.50 per share. The Public Warrants and Private Placement Warrants expire five years after the completion of the Business Combination. In connection with the Business Combination, the Company incurred approximately $32,779 of equity issuance costs, consisting of underwriting, legal, and other professional fees, $31,400 of which were recorded to additional paid-in capital as a reduction of proceeds and $1,379 of which was recorded as an expense in selling, general, and administrative expenses on the consolidated statement of comprehensive income. See Note 7 for information on the Legacy Pear warrants that were exercised prior to the Business Combination. The number of shares of common stock outstanding immediately following the consummation of the business combination was as follows: Class A THMA Public Shares 832,899 THMA Initial Stockholders 6,900,000 THMA Sponsor Shares 6,387,026 Shares Issued to PIPE Investors and Forward Purchase Assignment 10,280,000 Legacy Pear Equityholders (1) 113,399,293 Total shares of common stock immediately after business combination 137,799,218 (1) The number of Legacy Pear shares was determined from the shares of Legacy Pear shares outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of approximately 1.47. All fractional shares were rounded down. Public Warrants and Private Placement Warrants As of the Closing Date, the total value of the liability associated with the Public and Private Placement Warrants was $16,487 measured at fair value based on the public warrant quoted price. The Company concluded the warrants met the definition of a liability and have been classified as such on the balance sheet. The fair value of the warrant liability was $11,257 and $8,528 at March 31, 2022 and December 31, 2021, respectively. See Note 10 for further information on the Public and Private Placement Warrants. Earn-Out Liabilities |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The tables below present certain of our assets and liabilities measured at fair value categorized by the level of input used in the valuation of each asset and liability. March 31, 2022 Description Total Fair Value Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 53,189 $ 53,189 Debt investments: U.S. Treasury Bills 31,988 31,988 — — Corporate bonds 3,013 3,013 Commercial paper 12,966 12,966 Total debt investments 47,967 31,988 15,979 — Total assets $ 101,156 $ 85,177 $ 15,979 $ — Long-term liabilities: Embedded debt derivative $ 675 $ 675 Warrant liabilities 11,257 7,286 3,971 Earn-out liabilities 33,736 — — 33,736 Total liabilities $ 45,668 $ 7,286 $ 3,971 $ 34,411 December 31, 2021 Description Total Fair Value Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 129,184 $ 129,184 $ — $ — Debt investments: Corporate bonds 1,007 — 1,007 — Commercial paper 3,998 — 3,998 — Total debt investments 5,005 — 5,005 — Total assets 134,189 129,184 $ 5,005 — Long-term liabilities: Embedded debt derivative $ 675 $ — $ — $ 675 Warrant liabilities 8,528 5,520 3,008 Earn-out liabilities 48,363 — — 48,363 Total liabilities $ 57,566 $ 5,520 $ 3,008 $ 49,038 The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of financial instruments between levels during the three months ended March 31, 2022 and December 31, 2021. Cash equivalents —Money market funds included within cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Investments —The Company measures its investments at fair value on a recurring basis and classifies those instruments within Level 1 and Level 2 of the fair value hierarchy. U.S. Treasury Bills are classified within Level 1 of the fair value hierarchy because pricing is based on quoted market prices for identical instruments in active markets of the reporting date. Marketable securities, including corporate bonds and commercial paper, are classified within Level 2 of the fair value hierarchy because pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined using models or other valuation methodologies. The Company recorded unrealized losses of $42 and $0 in other comprehensive income (loss) on short-term investments for the three months ended March 31, 2022 and 2021, respectively. Embedded debt derivative — As described in Note 7, the Company concluded that the contingent put options contained in the Perceptive Credit Facility that could require mandatory repayment upon the occurrence of an event of default, change of control and certain other events represent an embedded derivative required to be bifurcated from the debt host instrument. The embedded debt derivative is measured at fair value using a probability-weighted cash flow valuation methodology, having a fair value of $675 at March 31, 2022. The determination of the fair value of an embedded debt derivative includes inputs not observable in the market and as such, represents a Level 3 measurement. The methodology utilized requires inputs based on certain subjective assumptions, specifically, probabilities of mandatory debt repayment prior to maturity ranging between 0-10%. Warrant liabilities — A s a result of the Business Combination on December 3, 2021, the Company recorded a liability for Public and Private Placement Warrants to purchase Class A common stock in the Company’s consolidated financial statements. See Note 3 for further information. The Public Warrants are traded on Nasdaq and are recorded at fair value using the closing stock price as of the measurement date. The Private Placement Warrants, which have a single holder, have similar terms and are subject to substantially the same redemption features as the Public Warrants. Accordingly, the most advantageous market for the Private Placement Warrants is determined from the perspective of the holder of such warrants as an asset. Since any transfer to a non-permitted transferee (i.e., to a market participant) would cause the Private Placement Warrants to become public warrants, the fair value of the Private Placement Warrants is based on the quoted price of the Public Warrants. As of the Closing Date, the total value of the liability associated with the Public and Private Placement Warrants was $16,487 measured at fair value based on the public warrant quoted price on Nasdaq (Ticker: PEARW). The Company concluded that the warrants met the definition of a liability and have been classified as such on the balance sheet. At March 31, 2022, the fair value of the warrant liability was $11,257. Earn-out liabilities — Upon the closing of the Business Combination, the Earn-Out Shares were accounted for as a liability because the triggering events that determine the number of shares to be earned included events that were indexed to the common stock of the Company, with the change fair value recognized in Change in the estimated fair value of earn-out liabilities in the consolidated statement of operations. The estimated fair value of the Earn-out Shares was determined using a Monte Carlo Simulation Method (“MCSM”) using the following assumptions at each valuation date: March 31, December 31, 2021 Stock price $5.05 $6.20 Risk-free interest rate 2.41% 1.25% Expected term (in years) 4.68 4.92 Expected volatility 55.00% 55.00% Dividend yield —% —% Refer to Note 3 for more information on the triggering events of the Earn-Out Shares. The change in fair value of the earn-out liabilities resulted in other income of $14,627 recognized in the Consolidated Statement of Operations for the year ended March 31, 2022. The following table reconciles the change in the fair value of the earn-out liabilities valued using Level 3 inputs: Earn-Out Liabilities Fair value as of December 31, 2021 $ 48,363 Change in fair value (14,627) Fair value as of March 31, 2022 $ 33,736 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment, net consists of the following: March 31, December 31, 2021 Internal-use software $ 7,386 $ 6,591 Equipment 629 579 Construction in process — 362 Furniture and fixtures 711 586 Leasehold improvements 755 509 Total property and equipment 9,481 8,627 Less: accumulated depreciation (3,095) (2,372) Property and equipment, net $ 6,386 $ 6,255 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: March 31, December 31, 2021 Compensation and related benefits $ 7,466 $ 11,855 Commercial and marketing related costs 1,573 1,821 Professional services 1,797 1,710 Research and development costs 1,063 781 Other 780 1,779 Total $ 12,679 $ 17,946 |
INDEBTEDNESS
INDEBTEDNESS | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
INDEBTEDNESS | INDEBTEDNESS Perceptive Credit Facility On June 30, 2020, the Perceptive Close Date, the Company entered into a Credit Agreement and Guaranty, or Perceptive Credit Facility, with Perceptive Credit Holdings III, LP, as administrative agent and lender with a syndicate of other lenders, collectively Perceptive. The Perceptive Credit Facility, as amended, consists of a secured term loan facility in an aggregate amount of up to $50,000, which will be made available under the following three tranches: (i) Tranche 1 - $30,000, available at the Perceptive Closing Date; (ii) Tranche 2 - $10,000, available no earlier than December 31, 2022; and (iii) Tranche 3 - $10,000, available no later than December 31, 2021. The Company did not draw down on the available borrowings under Tranche 2 or Tranche 3. The Perceptive Credit Facility bears interest through maturity at a variable rate based upon the one-month LIBOR rate plus 11.0%, subject to a LIBOR floor of 1.0%. As of March 31, 2022, the interest rate was 12.0%. The Company is required to make interest-only payments until May 31, 2024, after which point the Company will be required to make monthly payments of principal equal to 3.0% of the then outstanding principal until maturity on June 30, 2025, or the Maturity Date. If the Company prepays the loan prior to the Maturity Date, it will be required to pay a prepayment fee guaranteeing Perceptive a 1.5 times return on any prepaid amount. A change of control, which includes a new entity or group owning more than 35.0% of the Company’s voting stock, or prior to an IPO, the failure of the existing holders to own at least 35.0% of the Company’s voting stock, trigger a mandatory prepayment of the term loan. The Business Combination did not trigger this clause as existing holders retained greater than 35% of the combined Company’s voting stock. The Company paid issuance costs of $750 in connection with its entry into the Perceptive Credit Facility. The Company concluded the contingent put options that could require mandatory repayment upon the occurrence of an event of default, change of control and certain other events represent an embedded derivative required to be bifurcated from the debt host instrument and accounted for separately and recorded an embedded debt derivative of $675 as of March 31, 2021 and March 31, 2022. Any changes to the derivative liability in future periods will be recognized as interest and other (expense) income, net in the consolidated statements of operations and comprehensive loss. The Perceptive Credit Facility is secured by substantially all the assets of the Company, including our intellectual property. The Credit Facility requires the Company to (i) maintain a minimum aggregate cash balance of $5,000 in one or more controlled accounts, and (ii) as of the last day of each fiscal quarter commencing with the fiscal quarter ending March 31, 2022, report revenues for the trailing 12-month period that exceed the amounts set forth in the Perceptive Credit Facility which range from $5,750 for the fiscal quarter ending March 31, 2022, to $125,000 for the fiscal quarter ending March 31, 2025. The Perceptive Credit Facility contains various affirmative and negative covenants that limit the Company’s ability to engage in specified types of transactions. The Company was in compliance with the covenants under the Perceptive Credit Facility as of March 31, 2022. On the Perceptive Closing Date, Perceptive received a warrant certificate exercisable into 775,000 shares of Legacy Pear Series C preferred stock, and had the Company borrowed under Tranche 2 or Tranche 3, the Company would have been obligated to issue two additional warrants, the Additional Warrants, to Perceptive each to purchase up to 50,000 shares of Legacy Pear Series C preferred stock. In the event the Company issued Legacy Pear Series D preferred stock, Perceptive had the right to convert the Legacy Pear Series C preferred stock warrant into a warrant to purchase Legacy Pear Series D preferred stock, and the exercise price shall be automatically adjusted to equal the original per share price for Legacy Pear Series D preferred stock. On the Perceptive Closing Date, the Company issued freestanding Legacy Pear Series C preferred stock warrants to Perceptive, which were converted to Legacy Pear Series D preferred stock warrants at the time of the Legacy Pear Series D funding round. The Legacy Pear Series D preferred stock warrants were exercisable for 1,012,672 shares of Legacy Pear Series D preferred stock. The Legacy Pear Series D preferred stock warrants have an exercise price of $5.51 per share and would have expired in 2030 and were exercisable at any time prior to the ten-year anniversary of the Perceptive Closing Date of the Perceptive Credit Facility. At issuance, the Company determined that the warrant is liability-classified and would be remeasured at fair value each reporting period, with changes in fair value recorded in the consolidated statements of operations and comprehensive loss. The Additional Warrants would have been issued as warrants to purchase 65,333 shares of Legacy Pear Series D-1 preferred stock. On November 30, 2021, Perceptive net exercised 1,012,672 Legacy Pear Series D warrants pursuant to which Perceptive obtained 629,057 shares of Legacy Pear Series D-1 preferred stock in a cashless exercise, and subsequently converted the 629,057 shares of Legacy Pear Series D-1 preferred stock into 629,057 shares of Legacy Pear common stock which were then converted into 926,232 shares of Class A common stock as adjusted by the exchange ratio based on a per share price of $9.87 per share, the THMA closing price on June 22, 2021. See Notes 1 and 3 for more information. On March 25, 2022, we amended the Perceptive Credit Facility to adjust certain covenants under the agreement. The amendment included among other things, reducing the required minimum trailing 12-month revenue for the fiscal quarter ending March 31, 2022, through the fiscal quarter ending March 31, 2025 as described above. On the Perceptive Closing Date, the Company received proceeds of $28,500, net of fees and expenses of $1,500. As of March 31, 2022, no further borrowings were taken under the Credit Facility. The outstanding balance of the Perceptive Credit Facility was: Perceptive Credit Facility March 31, 2022 Principal $ 30,000 Less: Debt issuance costs and discount at issuance (2,830) Net carrying amount $ 27,170 As discussed in Note 1, due to the substantial doubt about the Company’s ability to continue operating as a going concern for twelve months from the issuance date of these financial statements, the amounts due as of March 31, 2022, have been classified as current in the consolidated balance sheet. Future minimum payments, including contractual interest, under the Perceptive Credit Facility as of March 31, 2022, are as follows: Years ended December 31, Amounts Remainder of 2022 2,750 2023 3,650 2024 10,603 2025 24,039 Total $ 41,042 Less: Interest payable (11,042) Unamortized debt issuance costs (2,830) Current portion of long-term debt (27,170) Long-term debt $ — |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Lessee, Operating Leases | LEASES As of March 31, 2022, the Company leases office space under non-cancelable operating leases in three cities, Boston, Massachusetts, consisting of approximately 19,000 square feet that will expire on June 1, 2028, including approximately 900 square feet that the Company took over on January 1, 2022, San Francisco, California, consisting of approximately 17,000 square feet that will expire on July 31, 2025, and Raleigh, North Carolina, consisting of approximately 7,700 square feet that will expire on May 31, 2026. We have the right and option to extend each of the Boston and Raleigh leases for a five year period. As described in Note 2, the Company adopted Topic 842, Leases , as of January 1, 2022. Prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting under Topic 840. All of the Company's leases are classified as operating leases. The components of ROU assets and lease liabilities are included in the condensed consolidated balance sheets. The following table summarizes the impact of the adoption of the new lease accounting guidance on the Company’s condensed consolidated balance sheet as of March 31, 2022, as if the previous accounting guidance was in effect for comparison purposes. There was no impact to the condensed consolidated statement of income or the condensed consolidated statement of cash flows for the three months ended March 31, 2022, as such, no impact information was provided. March 31, 2022 December 31, 2021 As Reported Adjustments to Reflect Prior Lease Guidance Balances as if the Previous Accounting Guidance was in Effect As Reported Total assets $ 172,092 $ (10,196) $ 161,896 $ 197,160 Total liabilities (1) 102,583 (11,455) 91,128 106,726 Total equity 69,509 — 69,509 90,434 (1) As of March 31, 2022, the balance of current liabilities as if the previous accounting guidance was in effect would be $44,619. We recognized rent expense of $741 and $643 for the three months ended March 31, 2022 and 2021, respectively. The Company had $1,007 in deferred rent recorded within other long-term liabilities in the consolidated balance sheet as of December 31, 2021. Future commitments under non-cancelable lease agreements are as follows: Years ended December 31, Lease Commitments 2022 (remainder) $ 2,112 2023 2,912 2024 3,176 2025 2,734 2026 and thereafter 3,878 Total lease payments 14,812 Less: present value adjustment (3,357) Present value of total lease liabilities 11,455 Less: current lease liability (1,760) Long-term operating lease liabilities $ 9,695 Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used its incremental borrowing rate when measuring operating lease liabilities. As of March 31, 2022, the weighted average remaining lease term is 5.1 years and the weighted average discount rate used to determine the operating lease liability is 10%. In addition to rent, certain leases require the Company to pay additional amounts for taxes, insurance, maintenance, and other operating expenses. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Licenses Related to our Commercial Products As of March 31, 2022, the Company has four license agreements related to its commercialized products. The Invention Science Fund I, LLC The Company entered into a contribution and license agreement for Pharmaceutical Field of Use, or FOU, with The Invention Science Fund I, LLC, or ISF, in February 2015, as amended on February 28, 2018, or ISF Contribution and License Agreement. The ISF Contribution and License Agreement superseded an original contribution and license agreement between the Company and ISF dated December 31, 2013. Under the ISF Contribution and License Agreement, ISF granted the Company certain licenses under specified patent rights to develop and commercialize licensed products either independently and/or with a drug combination product for use in connection with the treatment of central nervous system disorders. The ISF Contribution and License Agreement contains minimum annual royalty obligations. To the extent there are sales of a licensed product, the Company is required to pay low-single-digit royalties on net revenue. For the three months ended March 31, 2022 and March 31, 2021, the Company recorded minimum annual royalty fees of $250 and $250 to ISF, respectively. Red 5 Group, LLC In January 2015, the Company entered into a software license agreement with Red 5 Group, LLC, or Red 5, and in March 2018, the parties entered into an amended and restated software license agreement, or Amended Red 5 Group License. Under the original software license agreement, Red 5 licensed the Company certain technology and materials relating to the treatment of psychological and substance use disorders, pursuant to which the Company, received, inter alia, an exclusive, worldwide, sublicensable, royalty-bearing license to develop and commercialize integrated products incorporating the licensed technology and materials. The Company agreed to use commercially reasonable efforts to develop integrated products in accordance with the development plan, to introduce any integrated products that gain regulatory approval into the commercial markets, to market integrated products that have gained regulatory approval following such introduction into the market, and to make integrated products that have gained regulatory approval reasonably available to the public. In March 2018, pursuant to the Amended Red 5 Group License, the parties expanded the scope of exclusivity of the license, increased certain specified annual license maintenance fees, and required the Company to pay Red 5 an amendment fee, which was paid in April 2018. On July 1, 2021, the parties amended the Amended Red 5 Group License to further clarify certain terms and increase the royalty rate by a de minimis amount. To the extent achieved, the Company is obligated to pay up to an aggregate of $400 if certain milestones related to product regulatory approval and commercial sales are achieved in respect to a software/drug combination, which is not currently being pursued by the Company. To the extent there are sales of an integrated product, the Company is required to pay single-digit royalties on net revenues. The Company is entitled to certain reductions and offsets against its royalty and milestone payment obligations, including the annual license maintenance fees. On July 1, 2021, the parties amended the Amended Red 5 License Agreement to further clarify certain terms and increase the royalty rate by a de minimis amount. The Company pays minimum annual maintenance fees to Red 5 Group, LLC, or Red 5, in connection with reSET and reSET-O. For the three months ended March 31, 2022 and March 31, 2021, the Company recorded minimum annual maintenance fees of $63 and $63 to Red 5, respectively. BeHealth Solutions, LLC and University of Virginia Patent Foundation In March 2018, the Company and BeHealth Solutions, LLC, or BeHealth, entered into an assignment, license and services agreement, or the BeHealth Agreement, as well as a consulting agreement. The BeHealth Agreement closed in June 2018 and the Company paid an up-front fee. Under the BeHealth Agreement, the Company obtained license rights to certain technology and materials relating to a therapeutic treatment for insomnia. The consulting agreement is for services to be charged on a time-and-materials basis. During the year ended December 31, 2020, the Company paid a milestone payment to BeHealth of $750 upon the FDA’s marketing authorization of Somryst, a PDT intended for use in the treatment of adults with chronic insomnia. During September 2021, a commercial milestone under the license agreement with BeHealth was achieved and the Company paid $1,000 during the year ended December 31, 2021. The milestone payments are capitalized in other long-term assets in the accompanying consolidated balance sheets and amortized on a straight-line basis to cost of product revenue over the estimated useful life of five years. The BeHealth Agreement continues in force until the expiration of all milestone and royalty payment obligations, unless terminated earlier in accordance with its terms. The Company could be obligated to make payments of up to an additional $26,000 in the aggregate upon achievement of various commercial milestones and a mid-to-high-single-digit royalty on net sales. The Company pays royalties based on net revenues of the sales of Somryst to BeHealth Solutions, LLC, or BeHealth, and the University of Virginia Patent Foundation, or UVPF. The Company recorded de minimis royalties to BeHealth and UVPF for the three months ended March 31, 2022 and 2021, respectively. Guarantees and Indemnifications As permitted under Delaware law, the Company indemnifies its officers, directors and employees for certain events or occurrences that happen by reason of the relationship with, or position held at, the Company. In addition, the indemnification agreements entered into with our board members, Messrs. Schwab and Lynch, also provide certain indemnification rights to the entities with which they are affiliated. The Company maintains director and officer liability insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Further, the Company is a party to a variety of agreements in the ordinary course of business under which it may be obligated to indemnify third parties with respect to certain matters. For the three months ended March 31, 2022 and 2021, the Company had not experienced any losses related to these indemnification obligations, and no claims were outstanding as of March 31, 2022. The Company does not expect significant claims related to these indemnification obligations and consequently concluded that the fair value of these obligations is negligible and no related accruals were recorded. Purchase Commitment On June 17, 2021, and later amended on August 3, 2021, the Company entered into a non-cancelable purchase obligation for a subscription to the Palantir Foundry cloud platform , including support services, updates, and related professional services with Palantir for $9,300 payable over three years, continuing through September 30, 2024. Through March 31, 2022, the Company recorded $2,983 under the terms of the agreement, $2,417 of which is included in prepaid expenses on the consolidated balance sheet as of March 31, 2022. Assignment and License Agreement In November 2021, the Company and Waypoint Health Innovations, LLC (“Waypoint”) entered into an Assignment Agreement and Intellectual Property License Agreement (collectively, the “Waypoint Agreement”). The Waypoint Agreement closed in December 2021, under which the Company obtained software, documentation, and other intellectual property rights relating to the therapeutic treatment of depression. At the same time, the Company entered into a consulting agreement with the Chief Executive Officer of Waypoint to provide certain services to Pear to be charged on a time-and-materials basis. The Company made an upfront payment of $1,350, and is required to make annual payments starting in the second half of 2022 of $250 per year through 2026 or until a commercial milestone payment is made under the agreement. The upfront payment and the net present value of the annual payments of $1,011 were capitalized and recorded as an intangible asset in consolidated balance sheet at closing, and are being amortized over five years. The net present value of the annual payments was recognized as a seller financing liability, and classified within accrued expenses and other current liabilities and other long-term liabilities on the balance sheet. The Company will be obligated to pay mid-single digit royalties on net revenues of any commercialized products that incorporate the assets obtained under the Waypoint Agreement. Additionally, the Company could be obligated to make payments of up to an additional $2,500 in the aggregate upon achievement of certain regulatory and commercial milestones. Through March 31, 2022, no royalties have been paid to Waypoint. Legal Proceedings |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
CAPITAL STOCK | CAPITAL STOCK The Company’s authorized capital stock consists of (a) 690,000,000 shares of common stock, par value $0.0001 per share; and (b) 10,000,000 shares of preferred stock, par value $0.0001 per share. As of March 31, 2022, there were 137,901,183 shares of Class A common stock issued and outstanding and 14,213,267 Warrants to purchase the Company’s Class A common stock outstanding. As of March 31, 2022, there were no shares of preferred stock issued or outstanding. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION AND BENEFIT PLANS For the three months ended March 31, 2022 and 2021, the Company incurred stock-based compensation expenses of $2,901 and $463, respectively. Stock Incentive Plans On December 20, 2013, Legacy Pear’s board of directors adopted the 2013 Stock Incentive Plan, or the 2013 Plan, which provided for the grant of stock options, both incentive stock options and nonqualified stock options and restricted stock, to be granted to officers, directors, consultants, and service providers. As last amended and approved by the board of directors on November 3, 2020, the Company was permitted to grant up to 16,727,451 incentive awards under the 2013 Plan. In connection with the closing of the Business Combination, the Company adopted the 2021 Incentive Award Plan (the “ 2021 Plan ”) a shareholder-approved plan that provides for broad-based equity grants to employees and certain non-employees, including executive officers and permits the granting of restricted stock units (“ RSUs ”), stock grants, performance based awards, stock options and stock appreciation rights, as well as cash bonus awards. All stock-based awards are measured based on the grant date fair value and are generally recognized on a straight-line basis in the Company’s consolidated statement of operations and comprehensive loss over the period during which the employee is required to perform services in exchange for the award (generally requiring a four-year vesting period). RSUs granted under the 2021 Plan generally vest over three years, based on continued employment, and are settled upon vesting in shares of the Company’s Class A common stock on a one-for-one basis. As of March 31, 2022, a total of 38,891,801 shares of Class A common stock are reserved under the Plan, including a total of 32,000,000 shares initially reserved for issuance under the 2021 Plan. The 2021 Plan provides that the number of shares reserved and available for issuance under the 2021 Plan will automatically increase each January 1, beginning on January 1, 2022 and ending in 2031, by 5% of the outstanding number of Class A common stock on the immediately preceding December 31, or such lesser amount as determined by the plan administrator (the Company’s board of directors or compensation committee). During the three months ended March 31, 2022 and 2021, the Company granted stock options, to purchase 1,016,918 and 1,953,723 shares of common stock with aggregate grant date fair values of $2,536 and $1,023, respectively. Common Stock Options The combined stock option activity for the three months ended March 31, 2022, is as follows: Stock Options Weighted Average Exercise Price Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value Options outstanding at December 31, 2021 19,381,975 $3.02 8.16 Granted 1,016,918 $4.14 Exercised (65,145) $1.12 Canceled and forfeited (510,154) $4.93 Options outstanding at March 31, 2022 19,823,594 $3.04 7.99 $ 55,531 Exercisable at March 31, 2022 8,467,245 $0.90 6.60 $ 35,099 The weighted-average grant date fair value of stock options granted during the three months ended March 31, 2022 and 2021, was $2.49 and $1.17 per share, respectively. The fair value of stock options that vested during the three months ended March 31, 2022, was $772. As of March 31, 2022, the total unrecognized compensation costs related to non-vested stock options were approximately $27,707 and are expected to be recognized over a weighted average period of 3.17 years. Restricted Stock Units Restricted Stock Units (RSUs) generally vest in equal annual installments over a three year period. The grant-date fair value of the RSUs is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The Company determines the fair value of restricted stock units based on the closing price of its common stock on the date of the grant. RSU activity is as follows: Number of Shares Weighted Average Fair Value Outstanding as of December 31, 2021 — — Granted 3,969,248 $ 3.98 Forfeited and canceled (85,468) 2.64 Outstanding as of March 31, 2022 3,883,780 $ 4.01 As of March 31, 2022, there was $14,908 of unrecognized compensation cost related to time-based RSUs which is expected to be recognized over a weighted-average period of 2.79 years. Stock Compensation Expense The assumptions used to estimate the grant date fair value using the Black-Scholes option pricing model were as follows: Three Months Ended March 31, 2022 2021 Risk-free interest rate 1.86 % 0.59 % Expected volatility 65.69 % 70.44 % Expected term (years) 5.42-6.57 5.70-6.68 Expected dividend yield — % — % The Company has classified stock-based compensation in its consolidated statements of operations and comprehensive loss as follows: Three Months Ended March 31, 2022 2021 Cost of product revenue $ 99 $ 6 Research and development 1,305 168 Selling, general, and administrative 1,497 289 Total stock-based compensation expense $ 2,901 $ 463 Employee Stock Purchase Plan In connection with the closing of the Business Combination, the Company adopted the 2021 Employee Stock Purchase Plan (the “ 2021 ESPP ”). The 2021 ESPP is a shareholder-approved plan under which substantially all employees may voluntarily enroll to purchase the Company’s common stock through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or the end of six-month offering periods. An employee’s payroll deductions under the 2021 ESPP are limited to 15% of the employee’s compensation and employees may not purchase more than $25,000 of stock during any calendar year. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESDuring the three months ended March 31, 2022 and 2021, the Company recorded a full valuation allowance on federal and state deferred tax assets since management does not forecast the Company to be in a taxable position in the near future. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE For periods in which the Company reports a net loss attributable to common stockholders, potentially dilutive securities have been excluded from the computation of diluted net loss per share as their effects would be anti-dilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: Three Months Ended March 31, 2022 2021 Outstanding common stock options 19,823,594 14,319,706 Unvested restricted stock 3,883,780 — Warrants to purchase Legacy Pear common stock — 1,126,705 Private placement warrants to purchase common stock 5,013,333 — Public warrants to purchase common stock 9,199,934 — Earn-Out Shares 12,395,625 — Total 50,316,266 15,446,411 The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company for the three months ended March 31: Three Months Ended March 31, 2022 2021 Numerator: Net loss attributable to common shareholders $ (23,859) $ (24,393) Denominator: Weighted-average common shares outstanding, basic and diluted (1) 137,851,984 108,657,852 Net loss per share attributable to common stockholders, basic and diluted (1) $ (0.17) $ (0.22) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSThe Company has completed an evaluation of all subsequent events after the audited balance sheet date of March 31, 2022, through the filing date of this Annual Report on Form 10-Q with the SEC, to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements as of March 31, 2022, and events which occurred subsequently but were not recognized in the consolidated financial statements. The Company has concluded that no subsequent events have occurred that require disclosure. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with US generally accepted accounting principles, or GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Update, or ASU, of the Financial Accounting Standards Board, or FASB. The consolidated financial statements as of March 31, 2022 and 2021, and for the three months ended March 31, 2022 and 2021, include the accounts of Pear and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements herein. |
Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with US generally accepted accounting principles, or GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Update, or ASU, of the Financial Accounting Standards Board, or FASB. The consolidated financial statements as of March 31, 2022 and 2021, and for the three months ended March 31, 2022 and 2021, include the accounts of Pear and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements herein. |
Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Adjustment has been made to the Consolidated Statement of Operations for the three months ended March 31, 2021, to present the change in fair value of warrant liabilities as a separate line item; this amount was included in the Interest and other (expense) income, net |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and various other assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates and changes in estimates are reflected in reported results in the period in which they become known. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers only those highly liquid investments, readily convertible to cash, that mature within 90 days from the date of purchase to be cash equivalents. The Company’s cash equivalents include money market funds and overnight deposits. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB, issued ASU 2016-02, Leases (Topic 842) , as subsequently amended, which provides guidance requiring lessees to recognize a right-of-use asset (“ ROU ”) and a lease liability on the balance sheet for substantially all leases, with the exception of short-term leases. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the statements of operations. The Company adopted the leasing standard effective January 1, 2022, using the revised modified retrospective transition method, with comparative periods continuing to be reported under ASC 840 as it was the accounting standard in effect for such period. In the adoption of ASU 2016-02, the Company carried forward the assessment from ASC 840 of whether its contracts contain or are leases, the classification of its leases, and remaining lease terms. The Company did not elect the hindsight practical expedient upon adoption of the new standard. The most significant impact resulting from the adoption of this new standard was the recognition of $10,614 of an operating ROU assets and $11,860 of operating lease liabilities on the adoption date, January 1, 2022. The difference between the ROU assets and lease liabilities on the accompanying condensed consolidated balance sheet is primarily due to the accrual for lease payments as a result of straight-line lease expense and unamortized tenant incentive liability balances. Existing deferred rent and prepaid rent amounts were removed from the consolidated balance sheets at the date of adoption. The adoption did not have a material impact to the Company's consolidated statements of operations or statement of cash flows. The Company has made an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet and recognize those lease payments in the consolidated statements of income on a straight-line basis over the lease term. The Company has also elected the practical expedient to not separate lease and non-lease components for all of its leases as the non-lease components are not significant to the overall lease costs. See Note 8 for further information. In December 2019, the FASB issued ASU No. 2019-12, I ncome Taxes-Simplifying the Accounting for Income Taxes |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table reconciles cash, cash equivalents, and restricted cash reported within the Company’s consolidated balance sheets to the total amounts shown in the consolidated statements of cash flows: March 31, 2022 December 31, 2021 Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 89,434 $ 169,567 Restricted cash - long-term 411 411 Total cash, cash equivalents, and restricted cash $ 89,845 $ 169,978 |
Schedule of Restricted Cash | The following table reconciles cash, cash equivalents, and restricted cash reported within the Company’s consolidated balance sheets to the total amounts shown in the consolidated statements of cash flows: March 31, 2022 December 31, 2021 Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 89,434 $ 169,567 Restricted cash - long-term 411 411 Total cash, cash equivalents, and restricted cash $ 89,845 $ 169,978 |
Schedule of Property and Equipment | Property and equipment, net consists of the following: March 31, December 31, 2021 Internal-use software $ 7,386 $ 6,591 Equipment 629 579 Construction in process — 362 Furniture and fixtures 711 586 Leasehold improvements 755 509 Total property and equipment 9,481 8,627 Less: accumulated depreciation (3,095) (2,372) Property and equipment, net $ 6,386 $ 6,255 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule Of Reverse Capitalization | The number of shares of common stock outstanding immediately following the consummation of the business combination was as follows: Class A THMA Public Shares 832,899 THMA Initial Stockholders 6,900,000 THMA Sponsor Shares 6,387,026 Shares Issued to PIPE Investors and Forward Purchase Assignment 10,280,000 Legacy Pear Equityholders (1) 113,399,293 Total shares of common stock immediately after business combination 137,799,218 (1) The number of Legacy Pear shares was determined from the shares of Legacy Pear shares outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of approximately 1.47. All fractional shares were rounded down. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities at Fair Value | The tables below present certain of our assets and liabilities measured at fair value categorized by the level of input used in the valuation of each asset and liability. March 31, 2022 Description Total Fair Value Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 53,189 $ 53,189 Debt investments: U.S. Treasury Bills 31,988 31,988 — — Corporate bonds 3,013 3,013 Commercial paper 12,966 12,966 Total debt investments 47,967 31,988 15,979 — Total assets $ 101,156 $ 85,177 $ 15,979 $ — Long-term liabilities: Embedded debt derivative $ 675 $ 675 Warrant liabilities 11,257 7,286 3,971 Earn-out liabilities 33,736 — — 33,736 Total liabilities $ 45,668 $ 7,286 $ 3,971 $ 34,411 December 31, 2021 Description Total Fair Value Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 129,184 $ 129,184 $ — $ — Debt investments: Corporate bonds 1,007 — 1,007 — Commercial paper 3,998 — 3,998 — Total debt investments 5,005 — 5,005 — Total assets 134,189 129,184 $ 5,005 — Long-term liabilities: Embedded debt derivative $ 675 $ — $ — $ 675 Warrant liabilities 8,528 5,520 3,008 Earn-out liabilities 48,363 — — 48,363 Total liabilities $ 57,566 $ 5,520 $ 3,008 $ 49,038 |
Schedule of Valuation Assumptions | The estimated fair value of the Earn-out Shares was determined using a Monte Carlo Simulation Method (“MCSM”) using the following assumptions at each valuation date: March 31, December 31, 2021 Stock price $5.05 $6.20 Risk-free interest rate 2.41% 1.25% Expected term (in years) 4.68 4.92 Expected volatility 55.00% 55.00% Dividend yield —% —% |
Summary of Changes in the Fair Value of Level 3 Liabilities | The following table reconciles the change in the fair value of the earn-out liabilities valued using Level 3 inputs: Earn-Out Liabilities Fair value as of December 31, 2021 $ 48,363 Change in fair value (14,627) Fair value as of March 31, 2022 $ 33,736 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consists of the following: March 31, December 31, 2021 Internal-use software $ 7,386 $ 6,591 Equipment 629 579 Construction in process — 362 Furniture and fixtures 711 586 Leasehold improvements 755 509 Total property and equipment 9,481 8,627 Less: accumulated depreciation (3,095) (2,372) Property and equipment, net $ 6,386 $ 6,255 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities consist of the following: March 31, December 31, 2021 Compensation and related benefits $ 7,466 $ 11,855 Commercial and marketing related costs 1,573 1,821 Professional services 1,797 1,710 Research and development costs 1,063 781 Other 780 1,779 Total $ 12,679 $ 17,946 |
INDEBTEDNESS (Tables)
INDEBTEDNESS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | The outstanding balance of the Perceptive Credit Facility was: Perceptive Credit Facility March 31, 2022 Principal $ 30,000 Less: Debt issuance costs and discount at issuance (2,830) Net carrying amount $ 27,170 |
Schedule of Future Minimum Payments | Future minimum payments, including contractual interest, under the Perceptive Credit Facility as of March 31, 2022, are as follows: Years ended December 31, Amounts Remainder of 2022 2,750 2023 3,650 2024 10,603 2025 24,039 Total $ 41,042 Less: Interest payable (11,042) Unamortized debt issuance costs (2,830) Current portion of long-term debt (27,170) Long-term debt $ — |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Adoption of Topic 842 | The following table summarizes the impact of the adoption of the new lease accounting guidance on the Company’s condensed consolidated balance sheet as of March 31, 2022, as if the previous accounting guidance was in effect for comparison purposes. There was no impact to the condensed consolidated statement of income or the condensed consolidated statement of cash flows for the three months ended March 31, 2022, as such, no impact information was provided. March 31, 2022 December 31, 2021 As Reported Adjustments to Reflect Prior Lease Guidance Balances as if the Previous Accounting Guidance was in Effect As Reported Total assets $ 172,092 $ (10,196) $ 161,896 $ 197,160 Total liabilities (1) 102,583 (11,455) 91,128 106,726 Total equity 69,509 — 69,509 90,434 (1) As of March 31, 2022, the balance of current liabilities as if the previous accounting guidance was in effect would be $44,619. |
Schedule of Lease Payments | Future commitments under non-cancelable lease agreements are as follows: Years ended December 31, Lease Commitments 2022 (remainder) $ 2,112 2023 2,912 2024 3,176 2025 2,734 2026 and thereafter 3,878 Total lease payments 14,812 Less: present value adjustment (3,357) Present value of total lease liabilities 11,455 Less: current lease liability (1,760) Long-term operating lease liabilities $ 9,695 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The combined stock option activity for the three months ended March 31, 2022, is as follows: Stock Options Weighted Average Exercise Price Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value Options outstanding at December 31, 2021 19,381,975 $3.02 8.16 Granted 1,016,918 $4.14 Exercised (65,145) $1.12 Canceled and forfeited (510,154) $4.93 Options outstanding at March 31, 2022 19,823,594 $3.04 7.99 $ 55,531 Exercisable at March 31, 2022 8,467,245 $0.90 6.60 $ 35,099 |
Schedule of RSU Activity | RSU activity is as follows: Number of Shares Weighted Average Fair Value Outstanding as of December 31, 2021 — — Granted 3,969,248 $ 3.98 Forfeited and canceled (85,468) 2.64 Outstanding as of March 31, 2022 3,883,780 $ 4.01 |
Schedule of Valuation Assumptions | The assumptions used to estimate the grant date fair value using the Black-Scholes option pricing model were as follows: Three Months Ended March 31, 2022 2021 Risk-free interest rate 1.86 % 0.59 % Expected volatility 65.69 % 70.44 % Expected term (years) 5.42-6.57 5.70-6.68 Expected dividend yield — % — % |
Schedule of Stock Based Compensation Expense | The Company has classified stock-based compensation in its consolidated statements of operations and comprehensive loss as follows: Three Months Ended March 31, 2022 2021 Cost of product revenue $ 99 $ 6 Research and development 1,305 168 Selling, general, and administrative 1,497 289 Total stock-based compensation expense $ 2,901 $ 463 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities | The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: Three Months Ended March 31, 2022 2021 Outstanding common stock options 19,823,594 14,319,706 Unvested restricted stock 3,883,780 — Warrants to purchase Legacy Pear common stock — 1,126,705 Private placement warrants to purchase common stock 5,013,333 — Public warrants to purchase common stock 9,199,934 — Earn-Out Shares 12,395,625 — Total 50,316,266 15,446,411 |
Schedule of Net Loss Per Share | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company for the three months ended March 31: Three Months Ended March 31, 2022 2021 Numerator: Net loss attributable to common shareholders $ (23,859) $ (24,393) Denominator: Weighted-average common shares outstanding, basic and diluted (1) 137,851,984 108,657,852 Net loss per share attributable to common stockholders, basic and diluted (1) $ (0.17) $ (0.22) |
NATURE OF BUSINESS - Organizati
NATURE OF BUSINESS - Organization (Details) $ / shares in Units, $ in Thousands | Dec. 03, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / shares | Dec. 31, 2021$ / shares |
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
PIPE investment | $ | $ 102,800 | ||
Transaction costs | $ | $ 32,779 | ||
Gross proceeds | $ | $ 175,001 | ||
Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Exchange ratio | 1.47 | ||
Issuance of common stock in connection with Business Combination and PIPE offering (in shares) | shares | 832,899 | ||
Class A Common Stock | Anchor Investor [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock (in shares) | shares | 6,387,026 | ||
Sale of stock (in dollars per share) | $ 10 | ||
Class A Common Stock | Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock (in shares) | shares | 10,280,000 | ||
Sale of stock (in dollars per share) | $ 10 |
NATURE OF BUSINESS - Narrative
NATURE OF BUSINESS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net Income (Loss) Attributable to Parent | $ 23,859 | $ 24,393 | |
Retained Earnings (Accumulated Deficit) | 271,842 | $ 247,983 | |
Cash and cash equivalents and short-term investments | $ 137,401 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 89,434 | $ 169,567 | ||
Restricted cash - long-term | 411 | 411 | ||
Total cash, cash equivalents, and restricted cash | $ 89,845 | $ 169,978 | $ 111,634 | $ 112,061 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - New Accounting Pronouncements (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
ROUs | $ 10,196 | $ 0 | |
Lease liabilities | $ 11,455 | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
ROUs | $ 10,614 | ||
Lease liabilities | $ 11,860 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) $ / shares in Units, $ in Thousands | Dec. 03, 2021USD ($)DayTranche$ / sharesshares | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) |
Business Acquisition [Line Items] | |||
Earn-out liabilities | $ 95,401 | $ 33,736 | $ 48,363 |
Transaction costs | $ 32,779 | ||
Thimble Point Acquisition Corp. | |||
Business Acquisition [Line Items] | |||
Shares issuable (in shares) | shares | 12,395,625 | ||
Number of tranches | Tranche | 3 | ||
Threshold trading days | Day | 20 | ||
Consecutive trading days | Day | 30 | ||
Additional Paid-In Capital | |||
Business Acquisition [Line Items] | |||
Transaction costs | $ (31,400) | ||
Selling, general, and administrative | |||
Business Acquisition [Line Items] | |||
Transaction costs | $ (1,379) | ||
Tranche One | Thimble Point Acquisition Corp. | |||
Business Acquisition [Line Items] | |||
Price per share (in dollars per share) | $ / shares | $ 12.50 | ||
Tranche Two | Thimble Point Acquisition Corp. | |||
Business Acquisition [Line Items] | |||
Price per share (in dollars per share) | $ / shares | 15 | ||
Tranche Three | Thimble Point Acquisition Corp. | |||
Business Acquisition [Line Items] | |||
Price per share (in dollars per share) | $ / shares | $ 17.50 | ||
Class A Common Stock | |||
Business Acquisition [Line Items] | |||
Exchange ratio | 1.47 | ||
Class A Common Stock | Thimble Point Acquisition Corp. | |||
Business Acquisition [Line Items] | |||
Shares issuable (in shares) | shares | 4,131,875 |
BUSINESS COMBINATION - Schedule
BUSINESS COMBINATION - Schedule of Reverse Capitalization (Details) - shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 03, 2021 |
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, outstanding (in shares) | 137,901,183 | 137,836,028 | |
Class A Common Stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, outstanding (in shares) | 137,799,218 | ||
Class A Common Stock | THMA Public | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, outstanding (in shares) | 832,899 | ||
Class A Common Stock | THMA Initial Stockholders | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, outstanding (in shares) | 6,900,000 | ||
Class A Common Stock | THMA Sponsor | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, outstanding (in shares) | 6,387,026 | ||
Class A Common Stock | PIPE Investors And Forward Purchase Agreement | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, outstanding (in shares) | 10,280,000 | ||
Class A Common Stock | Legacy Pear Equityholders | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Common stock, outstanding (in shares) | 113,399,293 |
BUSINESS COMBINATION - Warrants
BUSINESS COMBINATION - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 03, 2021 |
Business Acquisition [Line Items] | |||
Warrants outstanding (in shares) | 14,213,267 | ||
Warrant liabilities | $ 11,257 | $ 8,528 | |
Public And Private Placement Warrants | |||
Business Acquisition [Line Items] | |||
Warrant liabilities | $ 16,487 | ||
Public warrants to purchase common stock | |||
Business Acquisition [Line Items] | |||
Warrants outstanding (in shares) | 9,199,944 | ||
Exercise price (in dollars per share) | $ 11.50 | ||
Private placement warrants to purchase common stock | |||
Business Acquisition [Line Items] | |||
Warrants outstanding (in shares) | 5,013,333 | ||
Exercise price (in dollars per share) | $ 11.50 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 03, 2021 | Mar. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt investments | $ 47,967 | $ 5,005 | ||
Total assets | 101,156 | 134,189 | ||
Embedded debt derivative | 675 | 675 | $ 675 | |
Warrant liabilities | 11,257 | 8,528 | ||
Earn-out liabilities | 33,736 | 48,363 | $ 95,401 | |
Total liabilities | 45,668 | 57,566 | ||
Level 1 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt investments | 31,988 | 0 | ||
Total assets | 85,177 | 129,184 | ||
Embedded debt derivative | 0 | |||
Warrant liabilities | 7,286 | 5,520 | ||
Earn-out liabilities | 0 | 0 | ||
Total liabilities | 7,286 | 5,520 | ||
Level 2 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt investments | 15,979 | 5,005 | ||
Total assets | 15,979 | 5,005 | ||
Embedded debt derivative | 0 | |||
Warrant liabilities | 3,971 | 3,008 | ||
Earn-out liabilities | 0 | 0 | ||
Total liabilities | 3,971 | 3,008 | ||
Level 3 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt investments | 0 | 0 | ||
Total assets | 0 | 0 | ||
Embedded debt derivative | 675 | 675 | ||
Warrant liabilities | ||||
Earn-out liabilities | 33,736 | 48,363 | ||
Total liabilities | 34,411 | 49,038 | ||
U.S. Treasury Bills | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt investments | 31,988 | |||
U.S. Treasury Bills | Level 1 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt investments | 31,988 | |||
U.S. Treasury Bills | Level 2 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt investments | 0 | |||
U.S. Treasury Bills | Level 3 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt investments | 0 | |||
Corporate bonds | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt investments | 3,013 | 1,007 | ||
Corporate bonds | Level 1 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt investments | 0 | |||
Corporate bonds | Level 2 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt investments | 3,013 | 1,007 | ||
Corporate bonds | Level 3 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt investments | 0 | |||
Commercial paper | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt investments | 12,966 | 3,998 | ||
Commercial paper | Level 1 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt investments | 0 | |||
Commercial paper | Level 2 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt investments | 12,966 | 3,998 | ||
Commercial paper | Level 3 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Debt investments | 0 | |||
Money market funds | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Cash and cash Equivalents | 53,189 | 129,184 | ||
Money market funds | Level 1 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Cash and cash Equivalents | 53,189 | 129,184 | ||
Money market funds | Level 2 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Cash and cash Equivalents | 0 | |||
Money market funds | Level 3 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Cash and cash Equivalents | $ 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 03, 2021USD ($) | |
Fair Value Disclosures [Abstract] | ||||
Unrealized loss on short-term investments | $ (42) | $ 0 | ||
Embedded debt derivative | 675 | 675 | $ 675 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrant liabilities | 11,257 | $ 8,528 | ||
Change in estimated fair value of earn-out liabilities | $ 14,627 | $ 0 | ||
Public And Private Placement Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrant liabilities | $ 16,487 | |||
Minimum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt measurement input | 0 | |||
Maximum | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt measurement input | 0.10 |
FAIR VALUE MEASUREMENTS - Valua
FAIR VALUE MEASUREMENTS - Valuation Assumptions (Details) | Mar. 31, 2022year | Dec. 31, 2021year |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out liability | 5.05 | 6.20 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out liability | 0.0241 | 0.0125 |
Expected term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out liability | 4.68 | 4.92 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out liability | 0.5500 | 0.5500 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out liability | 0 | 0 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Roll Forward (Details) - Earn-out Liabilities $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 48,363 |
Change in fair value | (14,627) |
Ending balance | $ 33,736 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 9,481 | $ 8,627 | |
Less: accumulated depreciation | (3,095) | (2,372) | |
Property and equipment, net | 6,386 | 6,255 | |
Depreciation expense | 723 | $ 277 | |
Internal-use software | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 7,386 | 6,591 | |
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 629 | 579 | |
Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 0 | 362 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 711 | 586 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 755 | $ 509 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Compensation and related benefits | $ 7,466 | $ 11,855 |
Commercial and marketing related costs | 1,573 | 1,821 |
Professional services | 1,797 | 1,710 |
Research and development costs | 1,063 | 781 |
Other | 780 | 1,779 |
Total | $ 12,679 | $ 17,946 |
INDEBTEDNESS - Perceptive Credi
INDEBTEDNESS - Perceptive Credit Facility (Details) | Nov. 30, 2021$ / sharesshares | Jun. 30, 2020USD ($)warrant$ / sharesshares | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Mar. 31, 2021USD ($) |
Debt Instrument [Line Items] | |||||
Embedded debt derivative | $ 675,000 | $ 675,000 | $ 675,000 | ||
Warrant liabilities | $ 11,257,000 | $ 8,528,000 | |||
Common Stock | |||||
Debt Instrument [Line Items] | |||||
Number of common stock into which the class of warrant or right converted | shares | 629,057 | ||||
Series C Preferred Stock | |||||
Debt Instrument [Line Items] | |||||
Number of common stock into which the class of warrant or right converted | shares | 775,000 | ||||
Additional warrants | warrant | 2 | ||||
Series C Preferred Stock, Warrant 1 | |||||
Debt Instrument [Line Items] | |||||
Number of common stock into which the class of warrant or right converted | shares | 50,000 | ||||
Series C Preferred Stock, Warrant 2 | |||||
Debt Instrument [Line Items] | |||||
Number of common stock into which the class of warrant or right converted | shares | 50,000 | ||||
Series D Preferred Stock | |||||
Debt Instrument [Line Items] | |||||
Number of common stock into which the class of warrant or right converted | shares | 1,012,672 | ||||
Warrants exercised (in shares) | shares | 1,012,672 | ||||
Exercise price (in dollars per share) | $ / shares | $ 5.51 | ||||
Series D-1 Preferred Stock | |||||
Debt Instrument [Line Items] | |||||
Number of common stock into which the class of warrant or right converted | shares | 629,057 | 65,333 | |||
Class A Common Stock | |||||
Debt Instrument [Line Items] | |||||
Number of common stock into which the class of warrant or right converted | shares | 926,232 | ||||
Exercise price (in dollars per share) | $ / shares | $ 9.87 | ||||
Line of Credit | Perceptive Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 50,000,000 | ||||
Interest rate | 12.00% | ||||
Percentage of principal, payment | 3.00% | ||||
Return on prepaid amount | 1.5 | ||||
Percentage of voting stock triggering repayment | 35.00% | ||||
Issuance costs | $ 750,000 | ||||
Minimum aggregate cash balance | 5,000,000 | ||||
Proceeds from issuance of debt | 28,500,000 | ||||
Debt fees and expenses | 1,500,000 | ||||
Line of Credit | Perceptive Credit Facility | Debt Covenant 1 | |||||
Debt Instrument [Line Items] | |||||
Revenues for trailing 12-month period | 5,750,000 | ||||
Line of Credit | Perceptive Credit Facility | Debt Covenant 2 | |||||
Debt Instrument [Line Items] | |||||
Revenues for trailing 12-month period | $ 125,000,000 | ||||
Line of Credit | Perceptive Credit Facility | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Variable rate | 11.00% | ||||
Floor rate | 1.00% | ||||
Line of Credit | Debt, Tranche 1 | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 30,000,000 | ||||
Line of Credit | Debt, Tranche 2 | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 10,000,000 | ||||
Line of Credit | Debt, Tranche 3 | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 10,000,000 |
INDEBTEDNESS - Schedule of Debt
INDEBTEDNESS - Schedule of Debt (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Debt Instrument [Line Items] | |
Total | $ 41,042 |
Perceptive Credit Facility | Line of Credit | |
Debt Instrument [Line Items] | |
Principal | 30,000 |
Less: Debt issuance costs and discount at issuance | (2,830) |
Total | $ 27,170 |
INDEBTEDNESS - Future Minimum P
INDEBTEDNESS - Future Minimum Payments Due (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Remainder of 2022 | $ 2,750 | |
2023 | 3,650 | |
2024 | 10,603 | |
2025 | 24,039 | |
Total | 41,042 | |
Interest payable | (11,042) | |
Unamortized debt issuance costs | (2,830) | |
Current portion of long-term debt | (27,170) | $ (26,993) |
Long-term debt | $ 0 |
LEASE - (Details)
LEASE - (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)ft² | Jan. 01, 2022ft² | Dec. 31, 2021USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Renewal term | 5 years | ||
Rent expense | $ | $ 741 | ||
Deferred rent | $ | $ 1,007 | ||
Weighted average remaining lease term | 5 years 1 month 6 days | ||
Weighted average discount rate | 10.00% | ||
Boston, Massachusetts | |||
Lessee, Lease, Description [Line Items] | |||
Area of office space (in sqft) | 19,000 | 900 | |
San Francisco, California | |||
Lessee, Lease, Description [Line Items] | |||
Area of office space (in sqft) | 17,000 | ||
Raleigh, North Carolina | |||
Lessee, Lease, Description [Line Items] | |||
Area of office space (in sqft) | 7,700 |
LEASES - ASU Adoption (Details)
LEASES - ASU Adoption (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total assets | $ 172,092 | $ 197,160 | ||
Total liabilities | 102,583 | 106,726 | ||
Total equity | 69,509 | 90,434 | $ 85,558 | $ 87,116 |
Total current liabilities | 46,379 | $ 47,166 | ||
Adjustments to Reflect Prior Lease Guidance | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total assets | (10,196) | |||
Total liabilities | (11,455) | |||
Balances as if the Previous Accounting Guidance was in Effect | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total assets | 161,896 | |||
Total liabilities | 91,128 | |||
Total equity | 69,509 | |||
Total current liabilities | $ 44,619 |
LEASES - Maturity Table (Detail
LEASES - Maturity Table (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 (remainder) | $ 2,112 | |
2023 | 2,912 | |
2024 | 3,176 | |
2025 | 2,734 | |
2026 and thereafter | 3,878 | |
Total lease payments | 14,812 | |
Less: present value adjustment | (3,357) | |
Present value of total lease liabilities | 11,455 | |
Less: current lease liability | (1,760) | $ 0 |
Long-term operating lease liabilities | $ 9,695 | $ 0 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | Jun. 17, 2021USD ($) | Mar. 31, 2022USD ($)license_agreement | Mar. 31, 2021USD ($) |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||
Number of license agreements | license_agreement | 4 | ||
Data Foundry Cloud Subscription | |||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||
Purchase commitment amount | $ 9,300,000 | ||
Purchase commitment period | 3 years | ||
Purchase liability | $ 2,983,000 | ||
Data Foundry Cloud Subscription | Prepaid Expenses | |||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||
Purchase liability | 2,417,000 | ||
Invention Science Fund I, LLC | |||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||
Royalty and maintenance expense | 250,000 | $ 250,000 | |
Red 5 Group, LLC | |||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||
Royalty and maintenance expense | 63,000 | 63,000 | |
Red 5 Group, LLC | License Agreement Terms | |||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||
Maximum payment, milestone achievement | 400,000 | ||
BeHealth Solutions, LLC | License Agreement Terms | |||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||
Milestone based license fee payment | $ 1,000,000 | $ 750,000 | |
Useful life of capitalized milestone payments | 5 years | ||
Maximum payment, milestone achievement | $ 26,000,000 | ||
Waypoint Health Innovations, LLC | License Agreement Terms | |||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||
Upfront payment | 1,350,000 | ||
Upfront annual payment | 250,000 | ||
Upfront payment liability | 1,011,000 | ||
Maximum payment, milestone achievement | $ 2,500,000 | ||
Amortization period | 5 years | ||
Proceeds from royalties | $ 0 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Common stock, authorized (in shares) | 690,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 10,000,000 | |
Preferred stock, Par value (in dollars per share) | $ 0.0001 | |
Common stock, outstanding (in shares) | 137,901,183 | 137,836,028 |
Common stock, issued (in shares) | 137,901,183 | 137,836,028 |
Warrants outstanding (in shares) | 14,213,267 | |
Preferred stock, issued (in shares) | 0 | |
Preferred stock, outstanding (in shares) | 0 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021shares | Nov. 03, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expenses | $ 2,901 | $ 463 | ||
Conversion ratio | 1.47 | |||
Granted in period (in shares) | shares | 1,016,918 | 1,953,723 | ||
Weighted average grant date fair value of stock options (in dollars per share) | $ / shares | $ 2.49 | $ 1.17 | ||
Fair value of vested stock options | $ 772 | |||
Unrecognized compensation costs | $ 27,707 | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Granted in period (in shares) | shares | 3,969,248 | |||
Unrecognized compensation costs, period of recognition | 2 years 9 months 14 days | |||
Unrecognized compensation costs | $ 14,908 | |||
Outstanding common stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted in period | $ 2,536 | $ 1,023 | ||
Unrecognized compensation costs, period of recognition | 3 years 2 months 1 day | |||
2013 Stock Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized for grant (in shares) | shares | 16,727,451 | |||
2021 Incentive Award Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized for grant (in shares) | shares | 38,891,801 | 32,000,000 | ||
Vesting period | 4 years | |||
Percentage of outstanding stock maximum | 5.00% | |||
2021 Incentive Award Plan | RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years |
STOCK-BASED COMPENSATION - Comm
STOCK-BASED COMPENSATION - Common Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Stock Options | |||
Beginning balance, options outstanding (in shares) | 19,381,975 | ||
Granted (in shares) | 1,016,918 | 1,953,723 | |
Exercised (in shares) | (65,145) | ||
Canceled and forfeited (in shares) | (510,154) | ||
Ending balance, options outstanding (in shares) | 19,823,594 | 19,381,975 | |
Options exercisable (in shares) | 8,467,245 | ||
Weighted Average Exercise Price | |||
Beginning balance, options outstanding (in dollars per share) | $ 3.02 | ||
Granted (in dollars per share) | 4.14 | ||
Exercised (in dollars per share) | 1.12 | ||
Canceled and forfeited (in dollars per share) | 4.93 | ||
Ending balance, options outstanding (in dollars per share) | 3.04 | $ 3.02 | |
Options exercisable (in dollars per share) | $ 0.90 | ||
Options outstanding, weighted average remaining contractual life | 7 years 11 months 26 days | 8 years 1 month 28 days | |
Options exercisable, weighted average remaining contractual life | 6 years 7 months 6 days | ||
Options outstanding, aggregate intrinsic value | $ 55,531 | ||
Options exercisable, aggregate intrinsic value | $ 35,099 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock Units (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Number of Shares | ||
Granted in period (in shares) | 1,016,918 | 1,953,723 |
RSUs | ||
Number of Shares | ||
Beginning balance (in shares) | 0 | |
Granted in period (in shares) | 3,969,248 | |
Forfeited and canceled (in shares) | (85,468) | |
Ending balance (in shares) | 3,883,780 | |
Weighted Average Fair Value | ||
Beginning balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 3.98 | |
Forfeited and canceled (in dollars per share) | 2.64 | |
Ending balance (in dollars per share) | $ 4.01 |
STOCK-BASED COMPENSATION - Valu
STOCK-BASED COMPENSATION - Valuation Assumptions (Details) - Outstanding common stock options | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.86% | 0.59% |
Expected volatility | 65.69% | 70.44% |
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 5 years 5 months 1 day | 5 years 8 months 12 days |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 years 6 months 25 days | 6 years 8 months 4 days |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock based compensation expenses | $ 2,901 | $ 463 |
Cost of product revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock based compensation expenses | 99 | 6 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock based compensation expenses | 1,305 | 168 |
Selling, general, and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock based compensation expenses | $ 1,497 | $ 289 |
STOCK-BASED COMPENSATION - ESPP
STOCK-BASED COMPENSATION - ESPP (Details) - Employee Stock - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Purchase price percentage | 85.00% | ||
Purchase period | 6 months | ||
Discount percentage | 15.00% | ||
Maximum purchase amount | $ 25,000 | ||
Total number of shares (in shares) | 1,800,000 | 5,400,000 | |
Number of additional shares allowed (in shares) | 3,600,000 | ||
Percentage of outstanding stock maximum | 5.00% | ||
Shares issued (in shares) | 0 |
NET LOSS PER SHARE - Antidilitu
NET LOSS PER SHARE - Antidilituve Securities (Details) | 3 Months Ended | |
Mar. 31, 2022shares | Mar. 31, 2021shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 50,316,266 | 15,446,411 |
Conversion ratio | 1.47 | |
Outstanding common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 19,823,594 | 14,319,706 |
Unvested restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 3,883,780 | 0 |
Warrants to purchase Legacy Pear common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 0 | 1,126,705 |
Private placement warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 5,013,333 | 0 |
Public warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 9,199,934 | 0 |
Earn-Out Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 12,395,625 | 0 |
NET LOSS PER SHARE - Basic and
NET LOSS PER SHARE - Basic and Diluted Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common shareholders | $ (23,859) | $ (24,393) |
Net loss attributable to common shareholders | $ (23,859) | $ (24,393) |
Weighted-average common shares outstanding, diluted (in shares) | 137,851,984 | 108,657,852 |
Weighted-average common shares outstanding, basic (in shares) | 137,851,984 | 108,657,852 |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.17) | $ (0.22) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.17) | $ (0.22) |