Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40312 | |
Entity Registrant Name | EQRx, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1691173 | |
Entity Address State Or Province | MA | |
Entity Address, Address Line One | 50 Hampshire Street | |
Entity Address, City or Town | Cambridge | |
Entity Address, Postal Zip Code | 02139 | |
City Area Code | 617 | |
Local Phone Number | 315-2255 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 487,359,403 | |
Entity Central Index Key | 0001843762 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock | |
Trading Symbol | EQRX | |
Security Exchange Name | NASDAQ | |
Warrants to purchase one share of common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | EQRXW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 368,358 | $ 494,136 |
Short-term investments | 957,584 | 905,150 |
Prepaid expenses and other current assets | 29,036 | 28,800 |
Total current assets | 1,354,978 | 1,428,086 |
Property and equipment, net | 2,590 | 2,627 |
Restricted cash | 633 | 633 |
Right-of-use asset | 3,238 | 3,804 |
Other investments | 4,000 | 4,000 |
Other non-current assets | 18,516 | 15,866 |
Total assets | 1,383,955 | 1,455,016 |
Current liabilities: | ||
Accounts payable | 20,731 | 19,950 |
Accrued expenses | 36,785 | 29,596 |
Lease liability, current | 2,368 | 2,370 |
Total current liabilities | 59,884 | 51,916 |
Non-current liabilities: | ||
Contingent earn-out liability | 5,231 | 7,160 |
Warrant liabilities | 3,405 | 5,293 |
Lease liability, non-current | 849 | 1,461 |
Restricted stock repurchase liability | 275 | 324 |
Total liabilities | 69,644 | 66,154 |
Commitments and contingencies (note 12) | ||
Stockholders' equity: | ||
Preferred Stock, $0.0001 par value, 2,000,000 shares authorized; no shares issued and outstanding as of March 31, 2023 and December 31, 2022 | ||
Common Stock, $0.0001 par value; 1,250,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 538,474,800 and 538,549,210 shares issued as of March 31, 2023 and December 31, 2022, respectively; and 480,829,944 and 478,674,305 shares outstanding at March 31, 2023 and December 31, 2022, respectively | 49 | 49 |
Additional paid-in capital | 1,924,318 | 1,916,550 |
Accumulated other comprehensive income (loss) | 84 | (148) |
Accumulated deficit | (610,140) | (527,589) |
Total stockholders' equity | 1,314,311 | 1,388,862 |
Total liabilities and stockholders' equity | $ 1,383,955 | $ 1,455,016 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,250,000,000 | 1,250,000,000 |
Common stock, shares issued | 538,474,800 | 538,549,210 |
Common stock, shares outstanding | 480,829,944 | 478,674,305 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 70,933 | $ 53,428 |
General and administrative | 27,277 | 32,263 |
Restructuring (note 7) | 3,588 | |
Total operating expenses | 101,798 | 85,691 |
Loss from operations | (101,798) | (85,691) |
Other income (expense): | ||
Change in fair value of contingent earn-out liability | 1,929 | 101,774 |
Change in fair value of warrant liabilities | 1,888 | 3,947 |
Interest income, net | 15,442 | 182 |
Other income (expense), net | (12) | 514 |
Total other income, net | 19,247 | 106,417 |
Net income (loss) | (82,551) | 20,726 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments | 5 | 7 |
Unrealized holding gains on short-term investments | 227 | |
Comprehensive income (loss), net of tax | $ (82,319) | $ 20,733 |
Net income (loss) per share - basic (in dollars per share) | $ (0.17) | $ 0.04 |
Net income (loss) per share - diluted (in dollars per share) | $ (0.17) | $ 0.04 |
Weighted average common shares outstanding - basic (in shares) | 480,010,594 | 470,627,083 |
Weighted average common shares outstanding - diluted (in shares) | 480,010,594 | 491,792,152 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2021 | $ 49 | $ 1,873,289 | $ 1 | $ (358,500) | $ 1,514,839 |
Beginning Balance (in shares) at Dec. 31, 2021 | 469,369,433 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Vesting of restricted common stock | 59 | 59 | |||
Vesting of restricted common stock (in shares) | 1,992,005 | ||||
Common stock issued upon exercise of stock options | 40 | 40 | |||
Common stock issued upon exercise of stock options (in shares) | 18,286 | ||||
Foreign currency translation adjustments | 7 | 7 | |||
Stock-based compensation | 12,906 | 12,906 | |||
Net income (loss) | 20,726 | 20,726 | |||
Ending Balance at Mar. 31, 2022 | $ 49 | 1,886,294 | 8 | (337,774) | 1,548,577 |
Ending Balance (in shares) at Mar. 31, 2022 | 471,379,724 | ||||
Beginning Balance at Dec. 31, 2022 | $ 49 | 1,916,550 | (148) | (527,589) | 1,388,862 |
Beginning Balance (in shares) at Dec. 31, 2022 | 478,674,305 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Vesting of restricted common stock | 49 | 49 | |||
Vesting of restricted common stock (in shares) | 1,956,530 | ||||
Common stock issued upon exercise of stock options | 127 | 127 | |||
Common stock issued upon exercise of stock options (in shares) | 199,109 | ||||
Foreign currency translation adjustments | 5 | 5 | |||
Stock-based compensation | 7,592 | 7,592 | |||
Unrealized holding gains on short-term investments | 227 | 227 | |||
Net income (loss) | (82,551) | (82,551) | |||
Ending Balance at Mar. 31, 2023 | $ 49 | $ 1,924,318 | $ 84 | $ (610,140) | $ 1,314,311 |
Ending Balance (in shares) at Mar. 31, 2023 | 480,829,944 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY | ||
Other comprehensive income loss foreign currency translation adjustment tax | $ 0 | $ 0 |
Unrealized holding gain loss before adjustment tax | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities: | ||
Net income (loss) | $ (82,551) | $ 20,726 |
Reconciliation of net income (loss) to net cash used in operating activities: | ||
Stock-based compensation | 7,592 | 12,906 |
Depreciation expense | 188 | 410 |
Net amortization of premiums and discounts on investments | (12,292) | |
Change in fair value of contingent earn-out liability | (1,929) | (101,774) |
Change in fair value of warrant liabilities | (1,888) | (3,947) |
Non-cash lease expense | (48) | (157) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (2,886) | (914) |
Accounts payable | 1,074 | (162) |
Accrued expenses | 7,194 | 18,974 |
Net cash used in operating activities | (85,546) | (53,938) |
Investing activities: | ||
Purchases of property and equipment | (444) | (13) |
Purchases of investments | (628,525) | |
Proceeds from maturities of investments | 588,610 | |
Net cash used in investing activities | (40,359) | (13) |
Financing activities: | ||
Transaction costs paid in connection with Business Combination and PIPE Financing | (1,363) | |
Proceeds from the exercise of stock options | 127 | 40 |
Net cash provided by (used in) financing activities | 127 | (1,323) |
Decrease in cash, cash equivalents and restricted cash | (125,778) | (55,274) |
Cash, cash equivalents and restricted cash, beginning of period | 494,769 | 1,679,175 |
Cash, cash equivalents and restricted cash, end of period | 368,991 | 1,623,901 |
Supplemental disclosure of non-cash activities | ||
Purchases of property and equipment in accounts payable | $ 151 | $ 23 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 3 Months Ended |
Mar. 31, 2023 | |
NATURE OF BUSINESS | |
NATURE OF BUSINESS | 1. NATURE OF BUSINESS EQRx, Inc. (“EQRx” or the “Company”) is a biopharmaceutical company committed to developing and commercializing innovative medicines for some of the most prevalent disease areas. The Company’s lead product candidate, lerociclib, is a novel, oral, and selective small molecule cyclin-dependent kinase (CDK) 4/6 inhibitor in development for use in combination with endocrine therapy. The lead indications being explored are hormone receptor positive (HR+)/human epidermal growth factor receptor 2 negative (HER2-) metastatic breast cancer (mBC) and first-line treatment of advanced/metastatic or recurrent low grade endometrioid endometrial cancer (mEC). In addition, EQRx continues to advance its early-stage research and development programs through collaborations with leading drug engineering companies, with a focus on assets with clear potential for market-leading differentiation. Risks and Uncertainties The Company is subject to risks and uncertainties common to companies in the biotechnology industry, including, but not limited to, identification of product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, establishment of relationships with strategic partners, and the ability to secure additional capital to fund operations. Product candidates in-licensed and to be in-licensed, discovered alone or in partnership, acquired or developed will require significant research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure, and extensive compliance and reporting capabilities. There can be no assurance that the Company’s ability to identify product candidates and subsequently research and develop those product candidates will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained both inside and outside the United States, that any products developed will obtain necessary government regulatory approval, or that any approved products will be commercially viable. Even if the Company’s product identification and development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue, if any, from product sales, and the Company may be subject to significant competitive or litigation risks. Liquidity The Company has limited operating history and anticipates that it will incur losses for the foreseeable future as it builds its internal infrastructure, identifies and acquires product candidates, conducts the research and development of its product candidates, and seeks marketing approval for its late-stage programs. The Company incurred a net loss of $82.6 million for the three months ended March 31, 2023, which included non-cash income of $3.8 million resulting from the recognition of the contingent earn-out liability and warrant liabilities at fair value at March 31, 2023, as compared to a net income of $20.7 million for the three months ended March 31, 2022, which included non-cash income of $105.7 million resulting from the recognition of the contingent earn-out liability and warrant liabilities at fair value at March 31, 2022. As of March 31, 2023, the Company had cash, cash equivalents, short-term investments and restricted cash of $1.3 billion and an accumulated deficit of $610.1 million. The Company expects that its cash, cash equivalents, short-term investments and restricted cash outstanding as of March 31, 2023 will be sufficient to fund its obligations for at least 12 months from the date of issuance of these condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated interim financial statements and accompanying notes include the accounts of the Company and its wholly-owned subsidiaries EQRx International, Inc., EQRx Securities Holding Corporation and an immaterial wholly -owned foreign subsidiary. All intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification ("ASC"). Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2022 and the related notes, which provide a more complete discussion of the Company’s accounting policies and certain other information. The December 31, 2022 condensed consolidated balance sheet was derived from the Company’s audited financial statements. These unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s condensed consolidated financial position as of March 31, 2023, its results of operations for the three months ended March 31, 2023 and 2022 and cash flows for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any other future annual or interim period. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions, based on judgments considered reasonable, which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates and assumptions reflected in these condensed consolidated financial statements include the accrual of research and development and manufacturing expenses, stock-based compensation expense, the valuation of the contingent earn-out liability, and the fair value of private warrants. Changes in estimates are recorded in the period in which they become known. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions and, given the subjective element of the estimates and assumptions made, actual results may differ from estimated results. |
CASH, CASH EQUIVALENTS AND REST
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 3 Months Ended |
Mar. 31, 2023 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 3. CASH, CASH EQUIVALENTS AND RESTRICTED CASH The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents as of March 31, 2023 consisted of money market funds (see note 5). Amounts included in restricted cash consist of cash held to collateralize a letter of credit issued as a security deposit in connection with the Company’s lease of its corporate facility located in Cambridge, MA. March 31, 2023 2022 Cash and cash equivalents $ 368,358 $ 1,623,268 Restricted cash 633 633 Total cash, cash equivalents and restricted cash $ 368,991 $ 1,623,901 |
BUSINESS COMBINATION
BUSINESS COMBINATION | 3 Months Ended |
Mar. 31, 2023 | |
BUSINESS COMBINATION | |
BUSINESS COMBINATION | 4. BUSINESS COMBINATION Summary of Business Combination EQRx, Inc., formerly known as CM Life Sciences III Inc. (“CMLS III”), was incorporated in Delaware on January 25, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On December 17, 2021 (the “Closing Date”), the Company consummated the merger transaction contemplated pursuant to a definitive merger agreement dated August 5, 2021 (the “Merger Agreement”), by and among the former EQRx, Inc. (“Legacy EQRx”), CMLS III and Clover III Merger Sub, Inc. (“Merger Sub”). As contemplated by the Merger Agreement, Merger Sub merged with and into Legacy EQRx, with Legacy EQRx surviving the merger as a wholly-owned subsidiary of CMLS III (such transactions, the “Business Combination”). As a result of the Business Combination, CMLS III was renamed EQRx, Inc., and Legacy EQRx was renamed EQRx International, Inc. The Company assumed 11,039,957 publicly-traded warrants (“Public Warrants”) and 8,693,333 private placement warrants issued in connection with CMLS III’s initial public offering (“Private Warrants” and, together with the Public Warrants, the “Warrants”). Each Warrant entitles the holder to purchase one share of the Company’s common stock, at an exercise price of $11.50 per share. As of the Closing Date, each of the issued and outstanding Private Warrants and Public Warrants automatically converted into warrants to acquire shares of common stock. In connection with the Business Combination, CMLS III entered into agreements with existing and new investors to subscribe for and purchase an aggregate of 120.0 million shares of common stock (the “PIPE Financing”) that resulted in gross proceeds of $1.2 billion upon the closing of the PIPE Financing. The closing of the Business Combination was a precondition to the PIPE Financing. Net Proceeds In connection with the Business Combination, the Company received net proceeds of $1.3 billion from the merger and related PIPE Financing. The following table summarizes the elements of the net proceeds from the Business Combination and PIPE Financing transactions (in thousands): Recapitalization Cash - CMLS III's trust account and cash (net of redemptions) $ 158,160 Cash - PIPE Financing 1,200,000 Less transaction costs and fees paid as of the Closing Date (53,596) Proceeds from the Business Combination, net of transaction costs paid as of the Closing Date 1,304,564 Less transaction costs paid following the Closing Date (1,363) Net proceeds from the Business Combination $ 1,303,201 Earn-Out Shares Following the Closing Date, holders of Legacy EQRx securities and options (“Earn-Out Service Providers”) are entitled to receive as additional merger consideration up to 50,000,000 shares of common stock (the “Earn-out Shares”), comprised of two separate tranches, for no consideration upon the occurrence of certain triggering events. Earn-Out Service Providers may receive a pro rata share of up to 35,000,000 additional shares of common stock if at any time between the 12-month anniversary of the Closing Date and the 36-month anniversary of the Closing Date (the “Earn-Out Period”), the common stock price is greater than or equal to $12.50 for a period of at least 20 out of 30 consecutive trading days (“Tranche 1”), and up to 15,000,000 additional shares of common stock if at any time during the Earn-Out Period the common stock price is greater than or equal to $16.50 for a period of at least 20 out of 30 consecutive trading days (“Tranche 2”). Earn-Out Shares allocated to Earn-Out Service Providers who held equity securities not subject to any vesting conditions or restrictions as of the Closing Date of the Business Combination are accounted for in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”), as the Earn-Out Shares are not indexed to the common stock. Pursuant to ASC 815, these Earn-Out Shares were accounted for as a liability at the Closing Date of the Business Combination and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss). Earn-Out Shares allocated to Earn-Out Service Providers who held shares of common stock or options to purchase common stock that are subject to time-based vesting conditions or restrictions as of the Closing Date of the Business Combination are accounted for in accordance with ASC Topic 718, Share-Based Compensation (“ASC 718”), as the Earn-Out Shares are subject to forfeiture based on the satisfaction of certain service conditions. Pursuant to ASC 718, these Earn-Out Shares were measured at fair value at the grant date (the Closing Date) and will be recognized as expense over the time-based vesting period with a credit to additional paid-in-capital. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2023 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 5. FAIR VALUE MEASUREMENTS Items Measured at Fair Value on a Recurring Basis The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis (in thousands): March 31, 2023 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 366,282 $ — $ — $ 366,282 Investments: U.S. treasury bills (due within 1 year) — 9,910 — 9,910 U.S. agency securities (due within 1 year) — 207,491 — 207,491 Commercial paper (due within 1 year) — 728,186 — 728,186 Corporate notes (due within 1 year) — 11,997 — 11,997 Total financial assets $ 366,282 $ 957,584 $ — $ 1,323,866 Liabilities Contingent earn-out liability $ — $ — $ 5,231 $ 5,231 Warrant liabilities 1,904 1,501 — 3,405 Total financial liabilities $ 1,904 $ 1,501 $ 5,231 $ 8,636 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 200,677 $ — $ — $ 200,677 Commercial paper (due within 90 days) — 291,311 — 291,311 Investments: U.S. treasury bills (due within 1 year) — 63,807 — 63,807 U.S. agency securities (due within 1 year) — 14,744 — 14,744 Commercial paper (due within 1 year) — 814,732 — 814,732 Corporate notes (due within 1 year) — 11,867 — 11,867 Total financial assets $ 200,677 $ 1,196,461 $ — $ 1,397,138 Liabilities Contingent earn-out liability $ — $ — $ 7,160 $ 7,160 Warrant liabilities 2,961 2,332 — 5,293 Total financial liabilities $ 2,961 $ 2,332 $ 7,160 $ 12,453 In determining the fair value of its cash equivalents at each date presented above, the Company relied on quoted prices for similar securities in active markets or using other inputs that are observable or can be corroborated by observable market data. There were no changes in valuation techniques or transfers between fair value measurement levels for the periods presented. The fair value of the Public Warrants was based on observable listed prices for such warrants. The fair value of the Private Warrants is equivalent to that of the Public Warrants as they have substantially the same terms; however, they are not actively traded. The carrying amounts of the Company’s prepaid and other current assets, accounts payable and accrued liabilities, approximate fair value due to their short maturities. Level 3 Financial Instruments The Earn-Out Shares accounted for under ASC 815 are categorized as Level 3 fair value measurements within the fair value hierarchy because the Company estimates projections utilizing unobservable inputs. Contingent earn-out payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts. In determining the fair value of the contingent earn-out liabilities, the Company uses a Monte Carlo simulation model using a distribution of potential outcomes on a monthly basis prioritizing the more reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the Company’s stock price at each reporting period, expected volatility, risk-free rate, expected term and expected dividend yield. The Earn-Out Shares subject to liability accounting were valued using the following assumptions under the Monte Carlo simulation model: March 31, December 31, 2023 2022 Market price of public stock $ 1.94 $ 2.46 Expected share price volatility 83.4% 58.5% Risk-free interest rate 4.23% 4.42% Estimated dividend yield 0.0% 0.0% The change in the fair value of the contingent earn-out liabilities during the three months ended March 31, 2023 was as follows (in thousands): Fair Value Fair value as of December 31, 2022 $ 7,160 Change in fair value of earn-out liability (1,929) Fair value as of March 31, 2023 $ 5,231 |
SHORT-TERM INVESTMENTS
SHORT-TERM INVESTMENTS | 3 Months Ended |
Mar. 31, 2023 | |
SHORT-TERM INVESTMENTS. | |
SHORT-TERM INVESTMENTS | 6. SHORT-TERM INVESTMENTS The following tables summarize the amortized cost, gross unrealized gains, gross unrealized losses and fair value of available-for-sale investments by type of security (in thousands): March 31, 2023 Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Available-for-sale securities: U.S. treasury bills (due within 1 year) $ 9,904 $ 6 $ — $ 9,910 U.S. agency securities (due within 1 year) 207,370 121 — 207,491 Commercial paper (due within 1 year) 728,286 46 (146) 728,186 Corporate notes (due within 1 year) 11,994 3 — 11,997 Total available-for-sale securities $ 957,554 $ 176 $ (146) $ 957,584 December 31, 2022 Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Available-for-sale securities: U.S. treasury bills (due within 1 year) $ 63,971 $ — $ (164) $ 63,807 U.S. agency securities (due within 1 year) 14,733 11 — 14,744 Commercial paper (due within 1 year) 814,772 247 (287) 814,732 Corporate notes (due within 1 year) 11,870 — (3) 11,867 Total available-for-sale securities $ 905,346 $ 258 $ (454) $ 905,150 There were no realized gains or losses on investments for the three months ended March 31, 2023. There were 17 and 12 investments in an unrealized loss position as of March 31, 2023 and December 31, 2022, respectively. None of these investments was in an unrealized loss position for greater than 12 months as of March 31, 2023 or December 31, 2022. The unrealized losses on the Company's available-for-sale securities were caused by the impact of central bank and market interest rates on the investments held. The Company does not intend to sell the investments, and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases. The Company did no t record an allowance for credit losses as of March 31, 2023 or December 31, 2022. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2023 | |
ACCRUED EXPENSES | |
ACCRUED EXPENSES | 7. ACCRUED EXPENSES Accrued expenses consisted of the following (in thousands): March 31, December 31, 2023 2022 External research and development $ 26,910 $ 25,494 Accrued compensation 4,740 1,251 Accrued professional services 1,270 975 Accrued consulting 487 967 Restructuring 2,798 — Other 580 909 Total accrued expenses $ 36,785 $ 29,596 In February 2023, the Company announced a reduction in force to further increase operational efficiencies and streamline expenses. As a result, the Company recognized a charge for employee-related termination costs in the first quarter of 2023 of $3.6 million, comprised of $3.7 million of severance and other personnel costs and $0.1 million of stock-based compensation modification gain. The severance and other personnel costs will be paid by the end of 2023. The charge is reflected in the restructuring line in the Company’s condensed consolidated statements of operations and comprehensive income (loss). In May 2023, the Company announced an additional reduction in force, as further disclosed in note 15. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2023 | |
WARRANTS | |
WARRANTS | 8. WARRANTS CMLS III issued the Public Warrants and Private Warrants, which have an exercise price of $11.50 and were deemed assumed by the Company in connection with the Business Combination. In accordance with the warrant agreements, the Warrants became exercisable on January 16, 2022. The Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. Subsequent to the Business Combination, the Public Warrants and Private Warrants met liability classification requirements because the Warrants contain provisions whereby adjustments to the settlement amount of the Warrants are based on a variable that is not an input to the fair value of a “fix-for-fixed” option and the existence of the potential for net cash settlement for the Warrant holders in the event of a tender offer. In addition, the Private Warrants are potentially subject to a different settlement amount depending upon the holder of the Private Warrants, which precludes them from being considered indexed to the entity’s own stock. Therefore, the Warrants were classified as liabilities on the Company’s condensed consolidated balance sheets at March 31, 2023 and December 31, 2022. As of March 31, 2023, no Warrants have been exercised or redeemed . As of March 31, 2023, the following Warrants were outstanding: Warrant Type Shares Exercise Price Public Warrants 11,039,957 $ 11.50 Private Warrants 8,693,333 $ 11.50 Total Warrants 19,733,290 Public Warrants Redemption of Warrants When the Price per Share of Common Stock Equals or Exceeds $18.00 The Company may redeem the outstanding Warrants: ● in whole and not in part; ● at a price of $0.01 per Warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the common stock for any 20 trading days within a 30 - trading-day period ending three business days before the Company sends the notice of redemption to the warrant holders (“Reference Value”) equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations, and the like). Redemption of Warrants When the Price per Share of Common Stock Equals or Exceeds $10.00 The Company may redeem the outstanding Warrants: ● in whole and not in part; ● at $0.10 per Warrant upon a minimum of 30 days ’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s common stock as described below; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted per share sub-divisions, share dividends, reorganizations, reclassifications, recapitalizations, and the like); and ● if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations, and the like), the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the common stock shall mean the volume weighted average price of the common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants. The Company will provide its Warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the Warrants be exercisable in connection with this redemption feature for more than 0.361 shares of common stock per Warrant (subject to adjustment). No fractional shares will be issued upon exercise of the Warrants. Private Warrants The Private Warrants are identical to the Public Warrants, except that the Private Warrants and the common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or saleable until 30 days after the Closing Date, subject to certain limited exceptions. Additionally, except as described above in the discussion of the redemption of Warrants, when the price per share of common stock equals or exceeds $10.00 , the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Private Warrants and the Public Warrants contain provisions that require them to be classified as derivative liabilities in accordance with ASC 815. Accordingly, at the end of each reporting period, changes in fair value during the period are recognized as a change in fair value of warrant liabilities within the condensed consolidated statements of operations and comprehensive income (loss). The Company adjusts the warrant liability for changes in the fair value until the earlier of (a) the exercise or expiration of the Warrants or (b) the redemption of the Warrants, at which time the Warrants will be reclassified to additional paid-in capital. Derivative Warrant liabilities are classified as non-current liabilities, as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Warrants were valued on March 31, 2023 and December 31, 2022 using the listed trading price of $0.17 and $0.27 , respectively. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS EQUITY | 9. STOCKHOLDERS’ EQUITY Preferred Stock Upon closing of the Business Combination, pursuant to the terms of its Amended and Restated Certificate of Incorporation, the Company became authorized to issue 2,000,000 shares of preferred stock with a par value $0.0001 per share. The Company’s board of directors has the authority, without further action by the stockholders, to issue such shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the dividend, voting, and other rights, preferences and privileges of the shares. There were no issued and outstanding shares of preferred stock as of March 31, 2023. Common Stock Upon the closing of the Business Combination, pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, the Company became authorized to issue 1,250,000,000 shares of common stock with a par value of $0.0001 per share. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any, subject to the preferential dividend rights of the Company’s preferred stock. As of March 31, 2023, 538,474,800 shares of common stock were issued, including 40,334,420 shares sold to Legacy EQRx’s founders, employees and advisors under restricted stock agreements (see note 10) that were exchanged in the Business Combination for common stock, and 50,000,000 Earn-Out Shares. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2023 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 10. STOCK-BASED COMPENSATION In January 2020, Legacy EQRx’s board of directors and stockholders adopted the 2019 Stock Option and Grant Plan (the “2019 Plan”), which was assumed in the Business Combination. On December 16, 2021, the Company’s board of directors and its stockholders adopted the 2021 Option Grant and Incentive Plan (the “2021 Plan”), which became effective upon the closing of the Business Combination. The 2021 Plan provides for the issuance of incentive stock options, non-qualified stock options, restricted stock awards, unrestricted stock awards, restricted stock units, or any combination of the foregoing to employees, board members, consultants and advisors. Upon completion of the Business Combination, the Company ceased issuing awards under the 2019 Plan. The total number of shares of common stock that may be issued under the 2021 Plan was 59,353,357 at plan adoption (“Share Reserve”). The 2021 Plan provides that the Share Reserve will automatically increase on January 1, 2022 and each January 1 thereafter, by 5% of the outstanding number of shares of common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Compensation and Talent Development Committee (the “Annual Increase”). Share limits under the 2021 Plan are subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated (other than by exercise) under each of the 2021 Plan and the 2019 Plan will be added back to the Share Reserve. As of March 31, 2023, 88,945,914 shares remain available for future grant under the 2021 Plan. Stock-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive income (loss) was as follows (in thousands): Three months ended March 31, 2023 2022 Stock options, restricted stock units and restricted common stock $ 6,643 $ 4,784 Earn-Out Shares 949 8,122 Total stock-based compensation $ 7,592 $ 12,906 Research and development $ 2,750 $ 3,841 General and administrative 4,905 9,065 Restructuring (63) — Total stock-based compensation $ 7,592 $ 12,906 Stock Options A summary of stock option activity for employee and nonemployee awards during the three months ended March 31, 2023 is presented below: Weighted Average Aggregate Weighted- Remaining Intrinsic Average Contractual Value Exercise Term (in Options Price (years) thousands) Outstanding at December 31, 2022 43,380,290 $ 3.52 Granted — — Exercised (199,109) 0.64 Cancelled/forfeited (2,917,884) 3.63 Outstanding at March 31, 2023 40,263,297 $ 3.53 8.57 $ 3,772 Vested at March 31, 2023 14,098,417 $ 3.13 8.25 $ 2,252 Vested and expected to vest at March 31, 2023 40,263,297 $ 3.53 8.57 $ 3,772 The weighted average grant-date fair value of stock options granted during the three months ended March 31, 2022 was $1.72 per share. There were no stock options granted during the three months ended March 31, 2023. The fair value of options that vested during the three months ended March 31, 2023 and 2022 was $6.9 million and $3.5 million, respectively. The aggregate intrinsic value of options exercised (i.e., the difference between the market price at exercise and the price paid by employees to exercise the option) during the three months ended March 31, 2023 and 2022 was $0.3 million and $35.1 thousand, respectively. In relation to the reduction in force announced in February 2023, the Company’s board of directors modified the terms of 676,543 stock options that were granted to certain employees during the period from May 2020 to November 2022. Pursuant to the modified terms, the period to exercise vested options was extended from 90 days to 12 months from the date of termination. Further, the vesting of 79,454 of the modified stock options was accelerated on a pro-rata basis to the option holders’ service with the Company. The incremental stock-based compensation expense recognized as a result of the modification of the awards during the three months ended March 31, 2023 was a gain of $0.1 million. As of March 31, 2023, there was $55.9 million of total unrecognized compensation expense related to unvested stock options that the Company expects to recognize over a remaining weighted-average period of 2.6 years. Restricted Stock Units A summary of the Company’s restricted stock unit activity for employee awards during the three months ended March 31, 2023 is presented below: Weighted- Average Number of Grant Date Units Fair Value Outstanding at December 31, 2022 825,707 $ 2.15 Granted — — Vested — — Forfeited — — Outstanding at March 31, 2023 825,707 $ 2.15 As of March 31, 2023, there was $1.5 million of total unrecognized compensation expense related to unvested restricted stock units that the Company expects to recognize over a remaining weighted-average period of 1.7 years. Restricted Common Stock As of March 31, 2023, the Company had issued a total of: (i) 5,603,522 shares of restricted common stock to employees and advisors of the Company under the 2019 Plan; (ii) 627,000 shares of restricted common stock to a strategic partner under the 2019 Plan as partial compensation for future services; and (iii) 34,865,902 shares of restricted common stock to its founders, employees and advisors outside of the 2019 Plan. All shares of restricted common stock were issued subject to restricted stock purchase agreements between the Company and each purchaser. Pursuant to the restricted stock purchase agreements, the Company, at its discretion, has the right to repurchase unvested shares if the holder’s relationship with the Company is terminated at the lesser of the original purchase price of the shares, or the fair value of the shares at the time of repurchase. The restricted shares are not deemed to be issued for accounting purposes until they vest and are therefore excluded from shares outstanding until the repurchase right lapses and the shares are no longer subject to the repurchase feature. A summary of the Company’s restricted common stock activity and related information during the three months ended March 31, 2023 is as follows: Weighted- Average Number of Grant Date Shares Fair Value Unvested restricted common stock at December 31, 2022 9,827,819 $ 0.15 Granted — — Forfeited (1,343,341) 0.92 Vested (1,956,530) 0.07 Unvested restricted common stock at March 31, 2023 6,527,948 $ 0.03 As of March 31, 2023, there was $0.2 million of total unrecognized compensation expense related to unvested restricted common stock that the Company expects to recognize over a remaining weighted-average period of 1.4 years. Earn-Out Shares The following table summarizes the activity associated with Earn-Out Shares accounted for pursuant to ASC 718 during the three months ended March 31, 2023: Weighted- Average Grant Date Fair Value Number of Shares Per Share Outstanding at December 31, 2022 7,377,888 $ 5.67 Granted 38,220 0.17 Forfeited (296,685) 5.73 Outstanding at March 31, 2023 7,119,423 $ 5.64 Shares granted in the three months ended March 31, 2023 were to reallocate previously forfeited Earn-Out Shares in accordance with the Merger Agreement. As of March 31, 2023, there was $3.9 million of total unrecognized compensation expense related to the Earn-Out Shares that the Company expects to recognize over a weighted-average period of 1.1 years. |
LICENSE AGREEMENTS AND DISCOVER
LICENSE AGREEMENTS AND DISCOVERY COLLABORATIONS | 3 Months Ended |
Mar. 31, 2023 | |
LICENSE AGREEMENTS AND DISCOVERY COLLABORATIONS | |
LICENSE AGREEMENTS AND DISCOVERY COLLABORATIONS | 11. LICENSE AGREEMENTS AND DISCOVERY COLLABORATIONS License Agreements Lerociclib – G1 In July 2020, the Company entered into a license agreement with G1 Therapeutics (“G1”), under which it acquired an exclusive license for the research, development, and commercialization of lerociclib for the treatment, using an oral-only dosage administration by continuous administration, for any and all indications in humans through the inhibition of CDK4/6 worldwide, with the exception of Australia, Bangladesh, Hong Kong Special Administration Region, India, Indonesia, Macau Special Administration Region, Malaysia, Myanmar, New Zealand, Pakistan, mainland China, Philippines, Singapore, South Korea, Sri Lanka, Taiwan, Thailand and Vietnam (the “G1 Territory”). The license agreement also provides the Company with a non-exclusive license in the G1 Territory to manufacture lerociclib for purposes of obtaining regulatory approval for, and commercialization of lerociclib for the treatment, using an oral-only dosage administration, by continuous administration for any and all indications in humans through the inhibition of CDK4/6 outside of the G1 Territory. Under the terms of the license agreement, the Company received an exclusive license to develop lerociclib using an oral-only dosage administration by continuous administration for any and all indications in humans through the inhibition of CDK4/6 at its own cost and expense in the Company’s territory. The Company is also required to reimburse G1 for any costs G1 incurs in the Company’s territory following the execution of the license agreement for development activities that were ongoing at the time the license agreement became effective. The Company was required to make an upfront non-refundable, non-creditable payment of $20.0 million to G1. If the Company succeeds in developing and commercializing lerociclib, G1 will be eligible to receive (i) up to $40.0 million in development and regulatory milestone payments, and (ii) up to $250.0 million in sales milestone payments. G1 is also eligible to receive royalties on worldwide net sales of any products containing lerociclib which range from mid-single digits to mid-teens, subject to potential reduction following the launch of certain generic products. The royalties will expire on a product-by-product and country-by-country basis until the later to occur of (i) the expiration of all valid patent claims covering lerociclib in a country, and (ii) 10 years following the first commercial sale of lerociclib in a country. The Company has the right to terminate the license agreement with G1 for any or no reason upon prior written notice to G1. Either party may terminate the license agreement in its entirety for the other party’s material breach if such other party fails to cure the breach. Either party may also terminate the agreement in its entirety upon certain insolvency events involving the other party. The Company evaluated the license agreement with G1 under ASC 805, Business Combinations, Aumolertinib — Hansoh In July 2020, the Company entered into a collaboration and license agreement with Hansoh (Shanghai) Healthtech Co., LTD. and Jiangsu Hansoh Pharmaceutical Group Company LTD. (“Hansoh”) (as amended as of December 14, 2021) under which it acquired an exclusive license for the research, development, and commercialization of aumolertinib, a third-generation, irreversible epidermal growth factor receptor (EGFR) tyrosine kinase inhibitor (TKI), worldwide, with the exception of mainland China, Hong Kong, Macau and Taiwan (the “Hansoh Territory”). The license agreement also provides the Company with a non-exclusive license in the Hansoh Territory to research, develop and export aumolertinib for purposes of obtaining regulatory approval for, and commercialization of aumolertinib for use outside of the Hansoh Territory. Under the terms of the license agreement, the Company received an exclusive license to develop aumolertinib for any and all uses for the treatment of cancer, cancer-related and immune-inflammatory diseases in humans at its own cost and expense in the Company’s territory. The Company was obligated to make an upfront, non-refundable, non-creditable payment of $25.0 million. If the Company succeeds in developing and commercializing aumolertinib, Hansoh will be eligible to receive (i) up to $90.0 million in development and regulatory milestone payments, and (ii) up to $420.0 million in sales milestone payments. In the event that Hansoh elects to opt out of sharing certain global development costs in accordance with the terms of the license agreement, the total potential development and regulatory payments Hansoh is eligible to receive will be reduced to $55.0 million, and the total potential sales milestone payments will be reduced to $350.0 million. Hansoh is also eligible to receive royalties on worldwide net sales of any products containing aumolertinib which range from mid-single digits to low teens, subject to potential reduction following the launch of certain generic products. The royalties for aumolertinib will expire on a product-by-product and country-by-country basis upon the latest to occur of (i) the expiration of all valid patent claims covering the compounds in a country, (ii) the expiration of all regulatory exclusivities for aumolertinib in a country, and (iii) 11 years following the first commercial sale of aumolertinib in a country. The Company has the right to terminate the license agreement with Hansoh for any or no reason upon at least 180 days prior written notice to Hansoh. Either party may terminate the license agreement in its entirety for the other party’s material breach if such party fails to cure the breach. Either party may also terminate the agreement in its entirety upon certain insolvency events involving the other party. The Company evaluated the license agreement with Hansoh under ASC 805 and concluded that the transaction did not meet the requirements to be accounted for as a business combination and therefore was accounted for as an asset acquisition. During the three months ended March 31, 2023, the Company recognized $0.5 million of research and development expenses in the condensed consolidated statement of operations and comprehensive income (loss) upon the achievement of certain development milestones. Sugemalimab/Nofazinlimab — CStone In October 2020, the Company entered into a license agreement with CStone Pharmaceuticals (“CStone”) (as amended as of August 15, 2022) under which it acquired an exclusive license for the research, development, and commercialization of CStone’s sugemalimab, an anti-PD-L-1 monoclonal antibody, and nofazinlimab, an anti-PD-1 monoclonal antibody, worldwide, with the exception of mainland China, Taiwan, Hong Kong and Macau (the “CStone Territory”). On May 8, 2023, the Company provided written notice to CStone of its termination of the license agreement. Under the terms of the license agreement, the Company received an exclusive license to develop sugemalimab and nofazinlimab for any and all uses at its own cost and expense in the Company’s territory. The Company was obligated to make an upfront non-refundable, non-creditable payment of $150.0 million, including $10.0 million as CStone received notification that the U.S. Food and Drug Administration (“FDA”) designated sugemalimab as a breakthrough therapy. If the Company had succeeded in developing and commercializing sugemalimab, CStone would have been eligible to receive (i) up to $107.5 million in development and regulatory milestone payments, and (ii) up to $565.0 million in sales milestone payments. If the Company had succeeded in developing and commercializing nofazinlimab, CStone would have been eligible to receive (i) up to $75.0 million in development and regulatory milestone payments, and (ii) up to $405.0 million in sales milestone payments. CStone was also eligible to receive royalties on worldwide (excluding the CStone Territory) net sales of any products containing sugemalimab and nofazinlimab ranging from low teens to high teens for sugemalimab and from mid-single digits to low teens for nofazinlimab, subject to potential reduction following the launch of certain generic products. The royalties for sugemalimab and nofazinlimab would have expired on a product-by-product and country-by-country basis upon the latest to occur of (i) the expiration of all valid patent claims covering the compounds in such country, (ii) the expiration of all regulatory exclusivities for sugemalimab and nofazinlimab in such country, and (iii) 11 years following the first commercial sale of sugemalimab or nofazinlimab in such country. The Company was responsible for the costs associated with the development and regulatory approvals of sugemalimab and nofazinlimab in its territory. The Company was also required to reimburse CStone for certain mutually agreed development costs CStone incurs in the Company’s territory following the execution of the license agreement. Additionally, during the term of the license agreement, either party was able to propose the development of a combination study with sugemalimab or nofazinlimab. If both parties agreed to participate in the combination study, the costs incurred would have been split between the two parties based upon the terms provided for in a separate written agreement detailing each party’s rights and obligations with respect to the development of the combination regimen. The Company had the right to terminate the license agreement with CStone for any or no reason upon providing prior written notice to CStone, which it did on May 8, 2023. Either party could also terminate the license agreement in its entirety for the other party’s material breach if such party fails to cure the breach. Either party could also terminate the agreement in its entirety upon certain insolvency events involving the other party. The Company evaluated the license agreement with CStone under ASC 805 and concluded that the transaction did not meet the requirements to be accounted for as a business combination and therefore accounted for it as an asset acquisition. Other Licenses The Company has two other license agreements under which it acquired exclusive licenses for the research, development and commercialization of preclinical and clinical compounds from pharmaceutical and/or biotechnology companies (the “Preclinical/Clinical Assets”). Under the terms of the license agreements, the Company received exclusive licenses to develop the Preclinical/Clinical Assets at its own cost and expense in the Company’s territory. The Company was obligated to make aggregate upfront non-refundable, non-creditable payments of $7.5 million through March 31, 2023. Excluding the Lynk license agreement discussed below, if the Company succeeds in developing and commercializing the remaining preclinical compound, the Company may be required to pay (i) up to $32.5 million in development milestone payments, (ii) up to $73.0 million in regulatory milestone payments, and (iii) up to $225.0 million in sales milestone payments. Additionally, the Company may be required to pay royalties on worldwide net sales of any products containing the remaining preclinical compound which range from mid-single digits to high-single digits, subject to potential reduction following the launch of certain generic products. The royalties will expire on a product-by-product and country-by-country basis. The Company has the right to terminate the license agreements for the Preclinical/Clinical Assets for any or no reason with prior written notice, and either party may terminate the license agreements in their entirety for the other party’s material breach if such party fails to cure the breach. Either party may also terminate the agreements in their entirety upon certain insolvency events involving the other party. The Company evaluated the license agreements under ASC 805 and concluded that the transactions did not meet the requirements to be accounted for as a business combination and therefore were accounted for as asset acquisitions. During the three months ended March 31, 2022, the Company recognized $5.0 million of research and development expense in the condensed consolidated statement of operations and comprehensive income (loss) upon the achievement of certain development and regulatory milestones. In April 2020, the Company entered into a license agreement with Lynk Pharmaceutical (Hangzhou) Co., Ltd. (“Lynk”) (as amended as of September 14, 2022). On May 8, 2023, the Company provided written notice to Lynk of its termination of the license agreement. If the Company had achieved the development and commercialization milestones under the Lynk license agreement, Lynk would have been eligible to receive up to $13.0 million in development milestone payments, (ii) up to $39.0 million in regulatory milestone payments, and (iii) up to $120.0 million in sales milestone payments. Additionally, Lynk would have been entitled to royalty payments under the license agreement. Discovery Collaboration Agreements The Company has entered into a number of discovery collaboration agreements pursuant to which the Company agreed to collaborate with certain collaboration partners (the “Partners”), leveraging the Partners’ artificial intelligence capabilities to identify, discover and develop innovative therapeutics for agreed upon targets, in order to further expand the Company’s pipeline of therapies (the “Collaboration Agreements”). Pursuant to the Collaboration Agreements, the parties will collaborate to identify a number of targets for which the parties will seek to develop candidates to treat patients. In general, the Partners are responsible for performing the discovery, profiling, preclinical and investigational new drug application (“IND”) enabling studies (the “Research Activities”) for all potential candidates. Once a candidate is identified and selected for further development (the “Collaboration Product”), the Company is generally responsible for all activities required to develop and commercialize the Collaboration Product. In general, the Company and the Partners will equally share costs (including research, development, and commercialization) and profits (losses) with respect to each Collaboration Product. All activities performed under the Collaboration Agreements are overseen by joint steering committees established under each Collaboration Agreement and made up of an equal number of participants from the Partner and the Company. Decisions by the joint steering committee will generally be made by consensus. The terms of the Collaboration Agreements will generally continue throughout the development and commercialization of the Collaboration Products, on a product-by-product basis, until the expiration of the last payment obligation by one of the parties to the other or their earlier termination. The Company generally has the right to terminate the Collaboration Agreements for any or no reason upon providing prior written notice. The Collaboration Agreements are considered to be within the scope of ASC 808, Collaborative Arrangements , as the agreements represent a joint operating activity and both the Partners and the Company are active participants and exposed to the risks and rewards. The Company has evaluated the Collaboration Agreements and determined they do not fall within the scope of ASC 606, Revenue from Contracts with Customers , as the Partners do not meet the definition of a customer. During the three months ended March 31, 2023 and 2022, the Company recognized approximately $7.6 million and $8.8 million, respectively, of research and development expenses associated with Collaboration Agreements in its condensed consolidated statements of operations and comprehensive income (loss). |
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
COMMITMENT AND CONTINGENCIES | |
COMMITMENT AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES Operating Leases The Company’s leases primarily relate to operating leases of rented office properties. As of March 31, 2023, the Company had office space lease agreements in place for real properties in Cambridge, Massachusetts and London, United Kingdom. In December 2019, the Company entered into a non-cancellable operating lease with Surface Oncology, Inc. (“Surface”) for 33,529 square feet of office space in Cambridge, Massachusetts (the “Lease Agreement”). The term of the Lease Agreement originally commenced on January 1, 2020, and was set to expire on January 31, 2023 (the “Original Term Date”), with no renewal option. On May 11, 2022, the Company entered into an amendment to the Lease Agreement (the “Amended Lease Agreement”) that extended the lease expiration date to July 31, 2024, and provided the Company with an option to further extend the lease expiration date to January 31, 2025 if Surface does not provide written notice on or before September 30, 2023 that it will retake possession of the premises on July 31, 2024. Pursuant to the Lease Agreement, the Company paid an initial annual base rent of $2.5 million, which base rent would increase after every twelve-month period during the lease term to $2.7 million for the last twelve-month period (the “Base Rent”). Pursuant to the Amended Lease Agreement, the Base Rent decreased subsequent to the Original Term Date to an equivalent of an annual base rent of approximately $2.5 million. The Company has also agreed to pay its proportionate share of operating expenses and property taxes for the building in which the leased space is located. The Lease Agreement provided the Company with an improvement allowance of up to $1.0 million. Upon payment to the Company of the improvement allowance, the Lease Agreement provided that the annual Base Rent would be increased by the total amount drawn and amortized on a straight-line basis over the balance of the lease term such that the full amount of the allowance drawn would be reimbursed to Surface as of the last regularly scheduled Base Rent payment date. During the year ended December 31, 2020, the Company completed a buildout of the leased office space and received the $1.0 million improvement allowance from Surface in January 2021. The Company determined that it owns the leasehold improvements and, as such, reflected the $1.0 million leasehold improvement as property and equipment in the condensed consolidated balance sheet. The following table summarizes the effect of lease costs in the Company’s condensed consolidated statements of operations and comprehensive income (loss) (in thousands): Three months ended March 31, Classification 2023 2022 Operating lease costs Research and development $ 396 $ 337 General and administrative 304 315 Variable lease costs (1) Research and development 116 101 General and administrative 104 94 Total lease costs $ 920 $ 847 (1) Variable lease costs include the Company’s proportionate share of operating expenses, property taxes, utilities and parking for the buildings in which the leased spaces are located. The Company made cash payments of $1.0 million and $1.0 million under lease agreements during the three months ended March 31, 2023 and 2022, respectively. Legal Proceedings From time to time, the Company may become subject to legal proceedings and claims which arise in the ordinary course of its business. The Company records a liability in its consolidated financial statements for these matters when a loss is known or considered probable, and the amount can be reasonably estimated. The Company reviews these estimates each accounting period as additional information is known and adjusts the loss provision when appropriate. If a matter is both probable to result in a liability and the amounts of loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss to the extent necessary to make the consolidated financial statements not misleading. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in its consolidated financial statements. As of March 31, 2023, the Company was not party to any litigation. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
INCOME TAXES | |
INCOME TAXES | 13. INCOME TAXES There has historically been no federal or state provision for income taxes because the Company has incurred operating losses and maintains a full valuation allowance against its net deferred tax assets and liabilities in the United States. For the three months ended March 31, 2023 and 2022, the Company recognized no provision for income taxes in the United States. The foreign provision for income taxes was immaterial for the three months ended March 31, 2023 and 2022. Utilization of net operating loss carryforwards, tax credits and other attributes may be subject to future annual limitations due to the ownership change limitations provided by Section 382 of the Internal Revenue Code and similar state provisions. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2023 | |
NET INCOME (LOSS) PER SHARE | |
NET INCOME (LOSS) PER SHARE | 14. NET INCOME (LOSS) PER SHARE The Company computes basic and diluted earnings per share amounts based upon net income (loss) for the periods presented. Basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the sum of the weighted average number of common shares outstanding during the period including the effect of outstanding dilutive securities. The Company applies the two-class method to calculate its basic and diluted net income (loss) per share as the Company has issued shares of restricted common stock that meet the definition of participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. The Company’s participating securities contractually entitle the holders of such shares to participate in dividends; but do not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share, because dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share and per share data): Three months ended March 31, 2023 2022 Net income (loss) $ (82,551) $ 20,726 Less: income allocable to participating securities — (692) Income (loss) allocable to common shares $ (82,551) $ 20,034 Add back: undistributed earnings allocable to participating securities — 692 Less: undistributed earnings reallocated to participating securities — (663) Numerator for diluted earnings per share $ (82,551) $ 20,063 Basic weighted average common shares outstanding 480,010,594 470,627,083 Effect of dilutive securities — 21,165,069 Diluted weighted-average common shares outstanding 480,010,594 491,792,152 Net income (loss) per share, basic $ (0.17) $ 0.04 Net income (loss) per share, diluted $ (0.17) $ 0.04 The Company’s potentially dilutive securities include Warrants, Earn-Out Shares, options to purchase common stock, restricted stock units and unvested restricted common stock. These potentially dilutive securities have been excluded from the computation of diluted net loss per share for the three months ended March 31, 2023, as the effect would be to reduce the net loss per share. The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net income (loss) per share for the periods indicated because including them would have had an anti-dilutive effect: Three months ended March 31, 2023 2022 Outstanding Warrants 19,733,290 19,733,290 Outstanding stock options 40,263,297 21,596,206 Unvested restricted stock units 825,707 — Earn-Out Shares 50,000,000 50,000,000 Unvested restricted stock 6,527,948 — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS In May 2023, the Company announced a strategic reset of EQRx’s business to focus on clinically differentiated, high-value medicines. Accordingly, the Company is aligning its organization to its new strategy, including a decrease in headcount of approximately 170 positions, resulting from a reduction in force and not filling positions following previous departures, as well as the termination of the license agreements with CStone and Lynk, as further disclosed in note 11. In relation specifically to the May 2023 reduction in force and the termination of the license agreements with CStone and Lynk, the Company will incur certain restructuring payments, such as employee-related termination costs and contract termination costs which it currently estimates to be between $15.0 million and $21.0 million. These amounts are expected to be substantially paid by the end of 2023. As the actions are implemented, the Company will re-evaluate the estimated restructuring payments and will finalize the estimated restructuring charge, consistent with GAAP. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the actions. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated interim financial statements and accompanying notes include the accounts of the Company and its wholly-owned subsidiaries EQRx International, Inc., EQRx Securities Holding Corporation and an immaterial wholly -owned foreign subsidiary. All intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification ("ASC"). Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2022 and the related notes, which provide a more complete discussion of the Company’s accounting policies and certain other information. The December 31, 2022 condensed consolidated balance sheet was derived from the Company’s audited financial statements. These unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s condensed consolidated financial position as of March 31, 2023, its results of operations for the three months ended March 31, 2023 and 2022 and cash flows for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any other future annual or interim period. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions, based on judgments considered reasonable, which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates and assumptions reflected in these condensed consolidated financial statements include the accrual of research and development and manufacturing expenses, stock-based compensation expense, the valuation of the contingent earn-out liability, and the fair value of private warrants. Changes in estimates are recorded in the period in which they become known. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions and, given the subjective element of the estimates and assumptions made, actual results may differ from estimated results. |
CASH, CASH EQUIVALENTS AND RE_2
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |
Schedule of reconciliation of cash, cash equivalents and restricted cash | March 31, 2023 2022 Cash and cash equivalents $ 368,358 $ 1,623,268 Restricted cash 633 633 Total cash, cash equivalents and restricted cash $ 368,991 $ 1,623,901 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
BUSINESS COMBINATION | |
Schedule of elements of net proceeds from business combination | The following table summarizes the elements of the net proceeds from the Business Combination and PIPE Financing transactions (in thousands): Recapitalization Cash - CMLS III's trust account and cash (net of redemptions) $ 158,160 Cash - PIPE Financing 1,200,000 Less transaction costs and fees paid as of the Closing Date (53,596) Proceeds from the Business Combination, net of transaction costs paid as of the Closing Date 1,304,564 Less transaction costs paid following the Closing Date (1,363) Net proceeds from the Business Combination $ 1,303,201 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Schedule of fair value of financial instruments measured on recurring basis | Items Measured at Fair Value on a Recurring Basis The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis (in thousands): March 31, 2023 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 366,282 $ — $ — $ 366,282 Investments: U.S. treasury bills (due within 1 year) — 9,910 — 9,910 U.S. agency securities (due within 1 year) — 207,491 — 207,491 Commercial paper (due within 1 year) — 728,186 — 728,186 Corporate notes (due within 1 year) — 11,997 — 11,997 Total financial assets $ 366,282 $ 957,584 $ — $ 1,323,866 Liabilities Contingent earn-out liability $ — $ — $ 5,231 $ 5,231 Warrant liabilities 1,904 1,501 — 3,405 Total financial liabilities $ 1,904 $ 1,501 $ 5,231 $ 8,636 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 200,677 $ — $ — $ 200,677 Commercial paper (due within 90 days) — 291,311 — 291,311 Investments: U.S. treasury bills (due within 1 year) — 63,807 — 63,807 U.S. agency securities (due within 1 year) — 14,744 — 14,744 Commercial paper (due within 1 year) — 814,732 — 814,732 Corporate notes (due within 1 year) — 11,867 — 11,867 Total financial assets $ 200,677 $ 1,196,461 $ — $ 1,397,138 Liabilities Contingent earn-out liability $ — $ — $ 7,160 $ 7,160 Warrant liabilities 2,961 2,332 — 5,293 Total financial liabilities $ 2,961 $ 2,332 $ 7,160 $ 12,453 |
Schedule of change in fair value of earn-out liability | The change in the fair value of the contingent earn-out liabilities during the three months ended March 31, 2023 was as follows (in thousands): Fair Value Fair value as of December 31, 2022 $ 7,160 Change in fair value of earn-out liability (1,929) Fair value as of March 31, 2023 $ 5,231 |
Earn-Out Shares subject to liability accounting | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Schedule of valuation inputs | March 31, December 31, 2023 2022 Market price of public stock $ 1.94 $ 2.46 Expected share price volatility 83.4% 58.5% Risk-free interest rate 4.23% 4.42% Estimated dividend yield 0.0% 0.0% |
SHORT-TERM INVESTMENTS (Tables)
SHORT-TERM INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
SHORT-TERM INVESTMENTS. | |
Schedule of fair value of available-for-sale investments | March 31, 2023 Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Available-for-sale securities: U.S. treasury bills (due within 1 year) $ 9,904 $ 6 $ — $ 9,910 U.S. agency securities (due within 1 year) 207,370 121 — 207,491 Commercial paper (due within 1 year) 728,286 46 (146) 728,186 Corporate notes (due within 1 year) 11,994 3 — 11,997 Total available-for-sale securities $ 957,554 $ 176 $ (146) $ 957,584 December 31, 2022 Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Available-for-sale securities: U.S. treasury bills (due within 1 year) $ 63,971 $ — $ (164) $ 63,807 U.S. agency securities (due within 1 year) 14,733 11 — 14,744 Commercial paper (due within 1 year) 814,772 247 (287) 814,732 Corporate notes (due within 1 year) 11,870 — (3) 11,867 Total available-for-sale securities $ 905,346 $ 258 $ (454) $ 905,150 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
ACCRUED EXPENSES | |
Schedule of accrued expenses | Accrued expenses consisted of the following (in thousands): March 31, December 31, 2023 2022 External research and development $ 26,910 $ 25,494 Accrued compensation 4,740 1,251 Accrued professional services 1,270 975 Accrued consulting 487 967 Restructuring 2,798 — Other 580 909 Total accrued expenses $ 36,785 $ 29,596 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
WARRANTS | |
Schedule of warrants outstanding | Warrant Type Shares Exercise Price Public Warrants 11,039,957 $ 11.50 Private Warrants 8,693,333 $ 11.50 Total Warrants 19,733,290 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
STOCK-BASED COMPENSATION | |
Schedule of stock-based compensation expense | Stock-based compensation expense included in the Company’s condensed consolidated statements of operations and comprehensive income (loss) was as follows (in thousands): Three months ended March 31, 2023 2022 Stock options, restricted stock units and restricted common stock $ 6,643 $ 4,784 Earn-Out Shares 949 8,122 Total stock-based compensation $ 7,592 $ 12,906 Research and development $ 2,750 $ 3,841 General and administrative 4,905 9,065 Restructuring (63) — Total stock-based compensation $ 7,592 $ 12,906 |
Schedule of options activity | A summary of stock option activity for employee and nonemployee awards during the three months ended March 31, 2023 is presented below: Weighted Average Aggregate Weighted- Remaining Intrinsic Average Contractual Value Exercise Term (in Options Price (years) thousands) Outstanding at December 31, 2022 43,380,290 $ 3.52 Granted — — Exercised (199,109) 0.64 Cancelled/forfeited (2,917,884) 3.63 Outstanding at March 31, 2023 40,263,297 $ 3.53 8.57 $ 3,772 Vested at March 31, 2023 14,098,417 $ 3.13 8.25 $ 2,252 Vested and expected to vest at March 31, 2023 40,263,297 $ 3.53 8.57 $ 3,772 |
Schedule of restricted stock and restricted stock units activity | Weighted- Average Number of Grant Date Units Fair Value Outstanding at December 31, 2022 825,707 $ 2.15 Granted — — Vested — — Forfeited — — Outstanding at March 31, 2023 825,707 $ 2.15 A summary of the Company’s restricted common stock activity and related information during the three months ended March 31, 2023 is as follows: Weighted- Average Number of Grant Date Shares Fair Value Unvested restricted common stock at December 31, 2022 9,827,819 $ 0.15 Granted — — Forfeited (1,343,341) 0.92 Vested (1,956,530) 0.07 Unvested restricted common stock at March 31, 2023 6,527,948 $ 0.03 |
Schedule of earn-out shares activity | The following table summarizes the activity associated with Earn-Out Shares accounted for pursuant to ASC 718 during the three months ended March 31, 2023: Weighted- Average Grant Date Fair Value Number of Shares Per Share Outstanding at December 31, 2022 7,377,888 $ 5.67 Granted 38,220 0.17 Forfeited (296,685) 5.73 Outstanding at March 31, 2023 7,119,423 $ 5.64 |
COMMITMENT AND CONTINGENCIES (T
COMMITMENT AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
COMMITMENT AND CONTINGENCIES | |
Schedule of the effect of lease costs | The following table summarizes the effect of lease costs in the Company’s condensed consolidated statements of operations and comprehensive income (loss) (in thousands): Three months ended March 31, Classification 2023 2022 Operating lease costs Research and development $ 396 $ 337 General and administrative 304 315 Variable lease costs (1) Research and development 116 101 General and administrative 104 94 Total lease costs $ 920 $ 847 (1) Variable lease costs include the Company’s proportionate share of operating expenses, property taxes, utilities and parking for the buildings in which the leased spaces are located. |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
NET INCOME (LOSS) PER SHARE | |
Schedule of computation of basic and diluted net loss per share | The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share and per share data): Three months ended March 31, 2023 2022 Net income (loss) $ (82,551) $ 20,726 Less: income allocable to participating securities — (692) Income (loss) allocable to common shares $ (82,551) $ 20,034 Add back: undistributed earnings allocable to participating securities — 692 Less: undistributed earnings reallocated to participating securities — (663) Numerator for diluted earnings per share $ (82,551) $ 20,063 Basic weighted average common shares outstanding 480,010,594 470,627,083 Effect of dilutive securities — 21,165,069 Diluted weighted-average common shares outstanding 480,010,594 491,792,152 Net income (loss) per share, basic $ (0.17) $ 0.04 Net income (loss) per share, diluted $ (0.17) $ 0.04 |
Schedule of antidilutive securities | Three months ended March 31, 2023 2022 Outstanding Warrants 19,733,290 19,733,290 Outstanding stock options 40,263,297 21,596,206 Unvested restricted stock units 825,707 — Earn-Out Shares 50,000,000 50,000,000 Unvested restricted stock 6,527,948 — |
NATURE OF BUSINESS (Details)
NATURE OF BUSINESS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
NATURE OF BUSINESS | |||
Net income (loss) | $ (82,551) | $ 20,726 | |
Cash, Cash Equivalents, and Short-term Investments | 1,300,000 | ||
Accumulated deficit | (610,140) | $ (527,589) | |
Amount of non cash income (loss) from contingent earn out liability and warrant liability | $ 3,800 | $ 105,700 |
CASH, CASH EQUIVALENTS AND RE_3
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 368,358 | $ 494,136 | $ 1,623,268 | |
Restricted cash | 633 | 633 | ||
Total cash, cash equivalents and restricted cash | $ 368,991 | $ 494,769 | $ 1,623,901 | $ 1,679,175 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) $ / shares in Units, $ in Thousands | Dec. 17, 2021 USD ($) tranche $ / shares shares | Mar. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares |
Business Acquisition [Line Items] | |||
Cash - PIPE Financing | $ | $ 1,200,000 | ||
Earn Out Shares, Pro Rata Share, Number Of Shares Issued Or Issuable | 35,000,000 | ||
Shares issued in PIPE financing | 120,000,000 | ||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |
Number of warrants outstanding | 19,733,290 | ||
Number of tranches for Earn-Out Shares issuance | tranche | 2 | ||
Minimum | |||
Business Acquisition [Line Items] | |||
Earn-out shares liability duration | 12 months | ||
Maximum | |||
Business Acquisition [Line Items] | |||
Number of earn-out shares issued | 50,000,000 | ||
Earn Out Shares Liability, Ending, Duration Period | 36 months | ||
Private Warrant | |||
Business Acquisition [Line Items] | |||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | ||
Number of warrants outstanding | 8,693,333 | ||
Private Warrant | Minimum | |||
Business Acquisition [Line Items] | |||
Share Price | $ / shares | $ 10 | ||
Public Warrant | |||
Business Acquisition [Line Items] | |||
Share Price | $ / shares | 0.17 | $ 0.27 | |
Exercise price (in dollars per share) | $ / shares | $ 11.50 | ||
Number of warrants outstanding | 11,039,957 | ||
Public Warrant | |||
Business Acquisition [Line Items] | |||
Number of warrants outstanding | 11,039,957 | ||
Private Warrant | |||
Business Acquisition [Line Items] | |||
Number of warrants outstanding | 8,693,333 | ||
Tranche 1 | |||
Business Acquisition [Line Items] | |||
Number of earn-out shares issued | 15,000,000 | ||
Share Price | $ / shares | $ 12.50 | ||
Tranche 2 | |||
Business Acquisition [Line Items] | |||
Share Price | $ / shares | $ 16.50 |
BUSINESS COMBINATION - Net proc
BUSINESS COMBINATION - Net proceeds (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 17, 2021 | Mar. 31, 2023 | |
BUSINESS COMBINATION | ||
Cash - CMLS III's trust account and cash (net of redemptions) | $ 158,160 | |
Cash - PIPE Financing | 1,200,000 | |
Less transaction costs and fees paid as of the Closing Date | (53,596) | |
Proceeds from the Business Combination, net of transaction costs paid as of the Closing Date | 1,304,564 | |
Less transaction costs paid following the Closing Date | (1,363) | |
Net proceeds from the Business Combination | $ 1,303,201 | $ 1,300,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Net Asset (Liability) [Abstract] | ||
Investments: | $ 957,584 | $ 905,150 |
Total financial assets | 1,323,866 | 1,397,138 |
Contingent earn-out liability | 5,231 | 7,160 |
Warrant liabilities | 3,405 | 5,293 |
Total financial liabilities | 8,636 | 12,453 |
U.S. treasury bills (due within 1 year) | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Investments: | 9,910 | 63,807 |
U.S. agency securities (due within 1 year) | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Investments: | 207,491 | 14,744 |
Commercial paper (due within 1 year) | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Investments: | 728,186 | 814,732 |
Corporate notes (due within 1 year) | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Investments: | 11,997 | 11,867 |
Money market funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 366,282 | 200,677 |
Commercial paper (due within 1 year) | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 291,311 | |
Level 1 | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total financial assets | 366,282 | 200,677 |
Warrant liabilities | 1,904 | 2,961 |
Total financial liabilities | 1,904 | 2,961 |
Level 1 | Money market funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 366,282 | 200,677 |
Level 2 | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total financial assets | 957,584 | 1,196,461 |
Warrant liabilities | 1,501 | 2,332 |
Total financial liabilities | 1,501 | 2,332 |
Level 2 | U.S. treasury bills (due within 1 year) | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Investments: | 9,910 | 63,807 |
Level 2 | U.S. agency securities (due within 1 year) | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Investments: | 207,491 | 14,744 |
Level 2 | Commercial paper (due within 1 year) | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Investments: | 728,186 | 814,732 |
Level 2 | Corporate notes (due within 1 year) | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Investments: | 11,997 | 11,867 |
Level 2 | Commercial paper (due within 1 year) | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 291,311 | |
Level 3 | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Contingent earn-out liability | 5,231 | 7,160 |
Total financial liabilities | $ 5,231 | $ 7,160 |
FAIR VALUE MEASUREMENTS - Earn-
FAIR VALUE MEASUREMENTS - Earn-out valuation (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 $ / shares | |
Market price of public stock | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out liability, valuation input | $ / shares | 1.94 | 2.46 |
Expected share price volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out liability, valuation input | 83.4 | 58.5 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out liability, valuation input | 4.23 | 4.42 |
Estimated dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out liability, valuation input | 0 | 0 |
Contingent Earn Out Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value, beginning of period | $ 7,160 | |
Change in fair value of earn-out liability | (1,929) | |
Fair value, end of period | $ 5,231 |
SHORT-TERM INVESTMENTS (Details
SHORT-TERM INVESTMENTS (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) position | Dec. 31, 2022 USD ($) position | |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost Basis | $ 957,554 | $ 905,346 |
Unrealized Gains | 176 | 258 |
Unrealized Losses | (146) | (454) |
Fair Value | 957,584 | $ 905,150 |
Realized gains or losses on investments | $ 0 | |
Loss position, less than 12 months | position | 17 | 12 |
Loss position, greater than 12 months | position | 0 | 0 |
Allowance for credit loss | $ 0 | $ 0 |
U.S. treasury bills (due within 1 year) | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost Basis | 9,904 | 63,971 |
Unrealized Gains | 6 | |
Unrealized Losses | (164) | |
Fair Value | 9,910 | 63,807 |
U.S. agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost Basis | 207,370 | 14,733 |
Unrealized Gains | 121 | 11 |
Fair Value | 207,491 | 14,744 |
Commercial paper (due within 1 year) | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost Basis | 728,286 | 814,772 |
Unrealized Gains | 46 | 247 |
Unrealized Losses | (146) | (287) |
Fair Value | 728,186 | 814,732 |
Corporate notes (due within 1 year) | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost Basis | 11,994 | 11,870 |
Unrealized Gains | 3 | |
Unrealized Losses | (3) | |
Fair Value | $ 11,997 | $ 11,867 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
ACCRUED EXPENSES | ||
External research and development | $ 26,910 | $ 25,494 |
Accrued compensation | 4,740 | 1,251 |
Accrued professional services | 1,270 | 975 |
Accrued consulting | 487 | 967 |
Restructuring | 2,798 | |
Other | 580 | 909 |
Total accrued expenses | 36,785 | $ 29,596 |
Employee related termination costs | 3,588 | |
Severance costs | 3,700 | |
Other personnel costs | $ 100 |
WARRANTS (Details)
WARRANTS (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 17, 2021 | |
Class of Warrant or Right [Line Items] | |||
Exercise price (in dollars per share) | $ 11.50 | $ 11.50 | |
Expiry period | 5 years | ||
Number of warrants outstanding | 19,733,290 | ||
Number of warrants exercised | 0 | ||
Number of warrants redeemed | 0 | ||
Common Stock Price Exceeds Trigger | |||
Class of Warrant or Right [Line Items] | |||
Period prior to redemption notification at which trading period ends | 20 days | ||
Period for calculation of weighted average stock price | 30 days | ||
Stock price notification period | 3 days | ||
Common Stock Price Exceeds Tranche 2 Trigger For At Least Twenty Out Of Thirty Consecutive Trading Days | |||
Class of Warrant or Right [Line Items] | |||
Trading price of the warrants at Year End used to FV the warrants | 16.50 | ||
Common Stock Price Exceeds Trigger For At Least Twenty Out Of Thirty Consecutive Trading Days | |||
Class of Warrant or Right [Line Items] | |||
Trading price of the warrants at Year End used to FV the warrants | $ 12.50 | ||
Private Warrant | |||
Class of Warrant or Right [Line Items] | |||
Exercise price (in dollars per share) | $ 11.50 | ||
Number of warrants outstanding | 8,693,333 | ||
Warrants freeze period | 30 days | ||
Private Warrant | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Trading price of the warrants at Year End used to FV the warrants | $ 10 | ||
Public Warrant | |||
Class of Warrant or Right [Line Items] | |||
Exercise price (in dollars per share) | $ 11.50 | ||
Number of warrants outstanding | 11,039,957 | ||
Trading price of the warrants at Year End used to FV the warrants | $ 0.17 | $ 0.27 | |
Public Warrant | Common Stock Price Exceeds Trigger | |||
Class of Warrant or Right [Line Items] | |||
Trading price of the warrants at Year End used to FV the warrants | 18 | ||
Redemption price per warrant | $ 0.01 | ||
Notice period for redemption | 30 days | ||
Public Warrant | Common Stock Price Exceeds Trigger | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Trading price of the warrants at Year End used to FV the warrants | $ 18 | ||
Public Warrant | Class A Common Stock Price Exceeds Trigger | |||
Class of Warrant or Right [Line Items] | |||
Trading price of the warrants at Year End used to FV the warrants | 10 | ||
Redemption price per warrant | $ 0.10 | ||
Period prior to redemption notification at which trading period ends | 10 days | ||
Stock price notification period | 1 day | ||
Number of shares per warrant | 0.361 | ||
Public Warrant | Class A Common Stock Price Exceeds Trigger | Minimum | |||
Class of Warrant or Right [Line Items] | |||
Notice period for redemption | 30 days | ||
Public Warrant | Class A Common Stock Price Exceeds Trigger | Maximum | |||
Class of Warrant or Right [Line Items] | |||
Redemption price per warrant | $ 18 |
STOCKHOLDERS EQUITY (Details)
STOCKHOLDERS EQUITY (Details) | 3 Months Ended | ||
Dec. 17, 2021 shares | Mar. 31, 2023 Vote $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | |
Par value per preferred stock (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, shares authorized | 1,250,000,000 | 1,250,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Number of votes per common share | Vote | 1 | ||
Common stock, shares issued | 538,474,800 | 538,549,210 | |
Maximum | |||
Class of Stock [Line Items] | |||
Number of earn-out shares issued | 50,000,000 | ||
Tranche 1 | |||
Class of Stock [Line Items] | |||
Number of earn-out shares issued | 15,000,000 | ||
Liability for Earn-Out Shares | |||
Class of Stock [Line Items] | |||
Number of earn-out shares issued | 50,000,000 | ||
Founders, employees and advisors | |||
Class of Stock [Line Items] | |||
Common stock, shares issued | 40,334,420 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - Option Grant and Incentive Plan 2021 - shares | 3 Months Ended | |
Mar. 31, 2023 | Jan. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 59,353,357 | |
Annual increase in shares authorized, as a percentage of shares outstanding | 5% | |
Number of shares available for future grant | 88,945,914 |
STOCK-BASED COMPENSATION - Comp
STOCK-BASED COMPENSATION - Compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 7,592 | $ 12,906 |
Stock options, restricted stock units and restricted common stock | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 6,643 | 4,784 |
Earn-Out Shares | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 949 | 8,122 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 2,750 | 3,841 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 4,905 | $ 9,065 |
Restructuring | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ (63) |
STOCK-BASED COMPENSATION - Opti
STOCK-BASED COMPENSATION - Options activity (Details) - Stock Option and Grant Plan 2019 $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Options | |
Outstanding at beginning of period (in shares) | shares | 43,380,290 |
Exercised (in shares) | shares | (199,109) |
Cancelled/forfeited (in shares) | shares | (2,917,884) |
Outstanding at end of period (in shares) | shares | 40,263,297 |
Vested (in shares) | shares | 14,098,417 |
Vested and expected to vest (in shares) | shares | 40,263,297 |
Weighted-Average Exercise Price | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 3.52 |
Exercised (in dollars per share) | $ / shares | 0.64 |
Cancelled/forfeited (in dollars per share) | $ / shares | 3.63 |
Outstanding at end of period (in dollars per share) | $ / shares | 3.53 |
Vested (in dollars per share) | $ / shares | 3.13 |
Vested and expected to vest (in dollars per share) | $ / shares | $ 3.53 |
Contractual Term and Aggregate Intrinsic Value | |
Weighted average contractual term (in years) | 8 years 6 months 25 days |
Vested, weighted average contractual term (in years) | 8 years 3 months |
Vested and expected to vest, weighted average contractual term (in years) | 8 years 6 months 25 days |
Aggregate intrinsic value | $ | $ 3,772 |
Vested, aggregate intrinsic value | $ | 2,252 |
Vested and expected to vest, aggregate intrinsic value | $ | $ 3,772 |
STOCK-BASED COMPENSATION - Op_2
STOCK-BASED COMPENSATION - Options additional information (Details) - Stock options - USD ($) | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2023 | Jan. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Contractual Term and Aggregate Intrinsic Value | ||||
Options granted, weighted average grant date fair value | $ 1.72 | |||
Options vested in period, fair value | $ 6,900,000 | $ 3,500,000 | ||
Options exercised, aggregate intrinsic value | $ 300,000 | $ 35,100 | ||
Granted (in shares) | 0 | |||
Options, unrecognized compensation cost | $ 55,900,000 | |||
Period for recognition (in years) | 2 years 7 months 6 days | |||
Stock option modification | 676,543 | |||
Vested options exercise period | 12 months | 90 days | ||
Share based payment award accelerated vesting number | 79,454 | |||
Incremental cost | $ 100,000 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted stock units (Details) - Unvested restricted stock units $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 825,707 |
Outstanding at end of period (in shares) | shares | 825,707 |
Weighted-Average Grant Date Fair Value | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 2.15 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 2.15 |
Unrecognized compensation cost | $ | $ 1.5 |
Period for recognition (in years) | 1 year 8 months 12 days |
STOCK-BASED COMPENSATION - Re_2
STOCK-BASED COMPENSATION - Restricted stock (Details) - Restricted stock | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 9,827,819 |
Forfeited (in shares) | shares | (1,343,341) |
Vested (in shares) | shares | (1,956,530) |
Outstanding at end of period (in shares) | shares | 6,527,948 |
Weighted-Average Grant Date Fair Value | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 0.15 |
Vested (in dollars per share) | $ / shares | 0.92 |
Forfeited (in dollars per share) | $ / shares | 0.07 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 0.03 |
STOCK-BASED COMPENSATION - Re_3
STOCK-BASED COMPENSATION - Restricted stock, additional information (Details) - Restricted stock $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost | $ | $ 0.2 |
Period for recognition (in years) | 1 year 4 months 24 days |
Strategic partner | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares issued | 627,000 |
Founders, employees and advisors | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares issued | 34,865,902 |
Stock Option and Grant Plan 2019 | Employees and advisors | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares issued | 5,603,522 |
STOCK-BASED COMPENSATION - Earn
STOCK-BASED COMPENSATION - Earn-Out Shares (Details) - Earn-Out Shares $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 7,377,888 |
Granted (in shares) | shares | 38,220 |
Forfeited (in shares) | shares | (296,685) |
Outstanding at end of period (in shares) | shares | 7,119,423 |
Weighted-Average Grant Date Fair Value | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 5.67 |
Granted (in dollars per share) | $ / shares | 0.17 |
Forfeited (in dollars per share) | $ / shares | 5.73 |
Outstanding at end of period (in dollars per share) | $ / shares | $ 5.64 |
Unrecognized compensation cost | $ | $ 3.9 |
Period for recognition (in years) | 1 year 1 month 6 days |
LICENSE AGREEMENTS AND DISCOV_2
LICENSE AGREEMENTS AND DISCOVERY COLLABORATIONS (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
May 03, 2023 USD ($) | Oct. 26, 2020 USD ($) | Jul. 22, 2020 USD ($) | Jul. 31, 2020 USD ($) | Mar. 31, 2023 USD ($) item | Mar. 31, 2022 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Research and development | $ 70,933 | $ 53,428 | ||||
License agreements | item | 2 | |||||
Agreement funded based on Developmental criteria | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Milestone payment amount | $ 500 | |||||
Agreement for development of Aumolertinib | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Upfront payment amount | $ 25,000 | $ 20,000 | ||||
Duration of royalty period | 11 years | 10 years | ||||
Termination notice period | 180 days | |||||
Agreement for development of Aumolertinib | Agreement funded based on Developmental and Regulatory criteria | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Milestone payment amount | $ 55,000 | |||||
Agreement for development of Aumolertinib | Agreement funded based on Sales criteria | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Milestone payment amount | 350,000 | |||||
Agreement for development of Aumolertinib | Maximum | Agreement funded based on Developmental and Regulatory criteria | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Milestone payment amount | $ 40,000 | |||||
Agreement for development of Aumolertinib | Maximum | Agreement funded based on Sales criteria | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Milestone payment amount | 420,000 | $ 250,000 | ||||
Agreement for development of Sugemalimab and Eq176 | Maximum | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Milestone payment amount | $ 107,500 | |||||
Agreement for development of Sugemalimab and Eq176 | Maximum | Agreement funded based on Sales criteria | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Milestone payment amount | 565,000 | |||||
Agreement for development of Sugemalimab | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Upfront payment amount | 150,000 | |||||
Agreement for development of Sugemalimab | Agreement funded based on Developmental and Regulatory criteria | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Upfront payment amount | $ 10,000 | |||||
Agreement for development of Sugemalimab | Maximum | Agreement funded based on Developmental and Regulatory criteria | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Upfront payment amount | $ 90,000 | |||||
Agreement for development of Eq176 | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Duration of royalty period | 11 years | |||||
Agreement for development of Eq176 | Maximum | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Milestone payment amount | $ 75,000 | |||||
Agreement for development of Eq176 | Maximum | Agreement funded based on Sales criteria | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Milestone payment amount | $ 405,000 | |||||
License Agreements | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Research and development | 5,000 | |||||
Non-creditable payment | 7,500 | |||||
License Agreements | Maximum | Agreement funded based on Developmental criteria | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Milestone payment amount | 32,500 | |||||
License Agreements | Maximum | Agreement funded based on Regulatory criteria | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Milestone payment amount | 73,000 | |||||
License Agreements | Maximum | Agreement funded based on Sales criteria | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Milestone payment amount | 225,000 | |||||
Discovery collaborative agreements | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Research and development | $ 7,600 | $ 8,800 | ||||
Lynk License Agreement | Maximum | Agreement funded based on Developmental criteria | Subsequent Event [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Milestone payment amount | $ 13,000 | |||||
Lynk License Agreement | Maximum | Agreement funded based on Regulatory criteria | Subsequent Event [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Milestone payment amount | 39,000 | |||||
Lynk License Agreement | Maximum | Agreement funded based on Sales criteria | Subsequent Event [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Milestone payment amount | $ 120,000 |
COMMITMENT AND CONTINGENCIES (D
COMMITMENT AND CONTINGENCIES (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
May 12, 2022 USD ($) | Dec. 31, 2019 USD ($) ft² | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Office space under lease | ft² | 33,529 | ||||
Initial annual base rent | $ 2,500 | ||||
Annual base rent for last twelve month period | 2,700 | ||||
Operating Lease, Expense | $ 2,500 | ||||
Operating lease, leasehold improvements allowance | $ 1,000 | ||||
Total lease costs | $ 920 | $ 847 | |||
Cash payments | 1,000 | 1,000 | |||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease, leasehold improvements allowance | $ 1,000 | ||||
Research and development | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease costs | 396 | 337 | |||
Variable lease costs | 116 | 101 | |||
General and administrative | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease costs | 304 | 315 | |||
Variable lease costs | $ 104 | $ 94 | |||
Property and equipment | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease, leasehold improvements allowance | $ 1,000 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
INCOME TAXES | ||
Provision for income taxes | $ 0 | $ 0 |
NET INCOME (LOSS) PER SHARE (De
NET INCOME (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
NET INCOME (LOSS) PER SHARE | ||
Net income (loss) | $ (82,551) | $ 20,726 |
Less: income allocable to participating securities | (692) | |
Income (loss) allocable to common shares | (82,551) | 20,034 |
Add back: undistributed earnings allocable to participating securities | 692 | |
Less: undistributed earnings reallocated to participating securities | (663) | |
Numerator for diluted earnings per share | $ (82,551) | $ 20,063 |
Basic weighted-average common shares outstanding | 480,010,594 | 470,627,083 |
Effect of dilutive securities | 21,165,069 | |
Diluted weighted-average common shares outstanding | 480,010,594 | 491,792,152 |
Net income (loss) per share - basic (in dollars per share) | $ (0.17) | $ 0.04 |
Net income (loss) per share - diluted (in dollars per share) | $ (0.17) | $ 0.04 |
NET INCOME (LOSS) PER SHARE - D
NET INCOME (LOSS) PER SHARE - Dilutive securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 19,733,290 | 19,733,290 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 40,263,297 | 21,596,206 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 825,707 | |
Earn-Out Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 50,000,000 | 50,000,000 |
Restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 6,527,948 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Thousands | 3 Months Ended | |
May 08, 2023 USD ($) position | Mar. 31, 2023 USD ($) | |
Subsequent Event [Line Items] | ||
Restructuring charges | $ 3,588 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Number of positions | position | 170 | |
Subsequent Event [Member] | Minimum | ||
Subsequent Event [Line Items] | ||
Restructuring charges | $ 15,000 | |
Subsequent Event [Member] | Maximum | ||
Subsequent Event [Line Items] | ||
Restructuring charges | $ 21,000 |