Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 03, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Akili, Inc. | ||
Entity Central Index Key | 0001850266 | ||
Entity File Number | 001-40558 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Tax Identification Number | 98-1586159 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 125 Broad Street | ||
Entity Address, Address Line Two | Fifth Floor | ||
Entity Address, City or Town | Boston | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02110 | ||
City Area Code | 650 | ||
Local Phone Number | 931-6236 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Title of 12(b) Security | Common stock, $0.0001 par value per share | ||
Trading Symbol | AKLI | ||
Security Exchange Name | NASDAQ | ||
ICFR Auditor Attestation Flag | false | ||
Entity Common Stock, Shares Outstanding | 78,101,085 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive Proxy Statement relating to its 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022 are incorporated herein by reference in Part III of this Annual Report on Form 10-K. | ||
Entity Public Float | $ 247,250,000 | ||
Auditor Firm ID | 85 | ||
Auditor Location | Boston, Massachusetts | ||
Auditor Name | KPMG LLP |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 54,097,000 | $ 76,899,000 |
Restricted cash | 305,000 | 305,000 |
Short-term investments | 82,034,000 | |
Accounts receivable | 41,000 | 29,000 |
Prepaid expenses and other current assets | 4,565,000 | 2,500,000 |
Total current assets | 141,042,000 | 79,733,000 |
Property and equipment, net | 919,000 | 1,193,000 |
Operating lease right-of-use asset | 2,596,000 | |
Prepaid expenses and other long-term assets | 11,000 | |
Total assets | 144,557,000 | 80,937,000 |
Current liabilities: | ||
Accounts payable | 2,681,000 | 2,345,000 |
Accrued expenses and other current liabilities | 5,616,000 | 5,477,000 |
Deferred revenue | 106,000 | 96,000 |
Deferred rent, short term | 123,000 | |
Current operating lease liability | 826,000 | |
Note payable, short term | 4,375,000 | |
Total current liabilities | 13,604,000 | 8,041,000 |
Note payable, long term | 10,442,000 | 4,784,000 |
Non-current operating lease liability | 2,485,000 | |
Corporate bond, net of bond discount | 1,834,000 | 1,638,000 |
Earn-out liabilities | 5,513,000 | |
Deferred rent, long term | 712,000 | |
Total liabilities | 33,878,000 | 15,175,000 |
Commitments and contingencies | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock, $0.0001 par value: 100,000,000 and 48,102,729 shares authorized at December 31, 2022 and 2021, respectively; 0 and 43,318,218 shares issued and outstanding at December 31, 2022 and 2021, respectively | 291,876,000 | |
Stockholders' equity (deficit) | ||
Common stock, $0.0001 par value: 1,000,000,000 and 63,315,481 shares authorized at December 31, 2022 and 2021, respectively; 78,022,924 and 1,674,106 shares issued and outstanding at December 31, 2022 and 2021, respectively | 8,000 | |
Additional paid-in capital | 350,980,000 | |
Accumulated deficit | (240,288,000) | (226,114,000) |
Accumulated other comprehensive loss | (21,000) | |
Total stockholders' equity (deficit) | 110,679,000 | (226,114,000) |
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) | $ 144,557,000 | $ 80,937,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Aug. 18, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | |||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Redeemable convertible preferred stock, shares authorized | 100,000,000 | 48,102,729 | 48,102,729 |
Redeemable convertible preferred stock, shares issued | 0 | 43,318,218 | 43,318,218 |
Redeemable convertible preferred stock, shares outstanding | 0 | 43,318,218 | 43,318,218 |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 1,000,000,000 | 63,315,481 | |
Common stock, shares issued | 78,022,924 | 1,674,106 | |
Common stock, shares outstanding | 78,022,924 | 1,674,106 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 323 | $ 538 |
Cost of revenues | 441 | 355 |
Gross profit (loss) | (118) | 183 |
Operating expenses: | ||
Research and development | 28,858 | 18,234 |
Selling, general and administrative | 61,701 | 42,668 |
Total operating expenses | 90,559 | 60,902 |
Operating loss | (90,677) | (60,719) |
Other income (expense): | ||
Other income | 1,482 | 17 |
Interest expense | (1,484) | (465) |
Extinguishment of debt | (181) | |
Change in estimated fair value of earn-out liabilities | 82,734 | |
Total other income (expense) | 82,732 | (629) |
Loss before income taxes | (7,945) | (61,348) |
Income tax expense | (19) | |
Net loss | (7,964) | (61,348) |
Unrealized loss on short-term investments | (21) | |
Comprehensive loss | (7,985) | (61,348) |
Net loss | (7,964) | (61,348) |
Dividends on Series D convertible preferred stock | (7,383) | (6,660) |
Redemption value of Series D convertible preferred stock | (3,692) | (58,649) |
Net loss attributable to common stockholders - basic | $ (19,039) | $ (126,657) |
Net loss per share attributable to common stockholders - basic | $ (0.64) | $ (91.88) |
Net loss per share attributable to common stockholders - diluted | $ (0.64) | $ (91.88) |
Weighted average common stock outstanding - basic | 29,878,041 | 1,378,527 |
Weighted average common shares outstanding - diluted | 29,878,041 | 1,378,527 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (unaudited) - USD ($) | Total | Adjusted balance | Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock Adjusted balance | Common Stock | Common Stock Adjusted balance | Additional Paid-in Capital | Additional Paid-in Capital Adjusted balance | Accumulated Deficit | Accumulated Deficit Adjusted balance | Accumulated Other Comprehensive (Loss) Income |
Beginning Balance at Dec. 31, 2020 | $ (104,902,000) | $ (104,902,000) | $ 9,905,000 | $ 9,905,000 | $ (114,807,000) | $ (114,807,000) | |||||
Temporary Equity, Beginning Balance, Shares at Dec. 31, 2020 | 23,785,202 | 27,381,299 | |||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2020 | $ 116,886,000 | $ 116,886,000 | |||||||||
Beginning Balance, Shares at Dec. 31, 2020 | 1,157,868 | 1,332,926 | |||||||||
Retroactive application of recapitalization (Note 1) | 175,058 | ||||||||||
Retroactive application of recapitalization (Note 1), Shares, Temporary Equity | 3,596,097 | ||||||||||
Stock-based compensation expense | 4,913,000 | 4,913,000 | |||||||||
Exercise of stock options | 264,000 | 264,000 | |||||||||
Exercise of stock options, Shares | 341,180 | ||||||||||
Issuance of common stock warrants | 268,000 | 268,000 | |||||||||
Issuance of convertible preferred stock, net of issuance costs | $ 109,681,000 | ||||||||||
Issuance of convertible preferred stock, net of issuance costs, Shares | 15,027,076 | ||||||||||
Stock dividend accrued for Series D preferred stock | (6,660,000) | (4,661,000) | (1,999,000) | ||||||||
Stock dividend accrued for Series D preferred stock, Temporary Equity | $ 6,660,000 | ||||||||||
Stock dividend accrued for Series D preferred stock, Shares, Temporary Equity | 909,843 | ||||||||||
Redemption value of Series D preferred stock | (58,649,000) | (10,689,000) | (47,960,000) | ||||||||
Redemption value of Series D preferred stock, Temporary Equity | $ 58,649,000 | ||||||||||
Net loss | (61,348,000) | (61,348,000) | |||||||||
Ending Balance at Dec. 31, 2021 | $ (226,114,000) | (226,114,000) | |||||||||
Temporary Equity, Ending Balance, Shares at Dec. 31, 2021 | 43,318,218 | 43,318,218 | |||||||||
Temporary Equity, Ending Balance at Dec. 31, 2021 | $ 291,876,000 | $ 291,876,000 | |||||||||
Ending Balance, Shares at Dec. 31, 2021 | 1,674,106 | ||||||||||
Stock-based compensation expense | 8,574,000 | 8,574,000 | |||||||||
Exercise of stock options | $ 149,000 | 149,000 | |||||||||
Exercise of stock options, Shares | 116,299 | 116,299 | |||||||||
Stock dividend accrued for Series D preferred stock | $ (7,383,000) | (4,865,000) | (2,518,000) | ||||||||
Stock dividend accrued for Series D preferred stock, Temporary Equity | $ 7,383,000 | ||||||||||
Stock dividend accrued for Series D preferred stock, Shares, Temporary Equity | 1,008,596 | ||||||||||
Redemption value of Series D preferred stock | (3,692,000) | (3,692,000) | |||||||||
Redemption value of Series D preferred stock, Temporary Equity | $ 3,692,000 | ||||||||||
Redemption value of Series D preferred stock, Shares, Temporary Equity | 8,472,752 | ||||||||||
Exercise of Legacy Akili warrants | 8,834 | ||||||||||
Vesting of common stock warrants | 282,000 | 282,000 | |||||||||
Conversion of redeemable preferred stock into common stock, Temporary Equity | $ (302,951,000) | ||||||||||
Conversion of redeemable preferred stock into common stock, Shares, Temporary Equity | (52,799,566) | ||||||||||
Conversion of redeemable preferred stock into common stock | 302,951,000 | $ 5,000 | 302,946,000 | ||||||||
Conversion of redeemable preferred stock into common stock, Shares | 52,799,566 | ||||||||||
Issuance of common stock related to Business Combination and PIPE Investment | 164,283,000 | $ 3,000 | 164,280,000 | ||||||||
Issuance of common stock related to Business Combination and PIPE Investment, Shares | 23,367,500 | ||||||||||
Reverse recapitalization, net of transaction costs (including ($87,512) of deemed dividends related to Earn-Out Shareholders) | (120,386,000) | (120,386,000) | |||||||||
Vesting of RSUs | 56,619 | ||||||||||
Other comprehensive loss | (21,000) | $ (21,000) | |||||||||
Net loss | (7,964,000) | (7,964,000) | |||||||||
Ending Balance at Dec. 31, 2022 | $ 110,679,000 | $ 8,000 | $ 350,980,000 | $ (240,288,000) | $ (21,000) | ||||||
Temporary Equity, Ending Balance, Shares at Dec. 31, 2022 | 0 | ||||||||||
Ending Balance, Shares at Dec. 31, 2022 | 78,022,924 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) (unaudited) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Earn-Out Shareholders | |
Deemed dividends | $ 87,512 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (7,964) | $ (61,348) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 308 | 279 |
Reduction in the carrying amount of right-of-use assets | 489 | |
Stock-based compensation expense | 9,309 | 4,913 |
Loss on extinguishment of debt | 181 | |
Loss on disposal of fixed assets | 13 | |
Amortization of premium on short-term investments | (881) | |
Non Cash Interest Expense | 512 | 219 |
Change in fair value of earn-out liabilities | (82,734) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (12) | (21) |
Prepaid expenses and other current assets | (2,037) | (2,186) |
Deposits | 22 | |
Prepaid expenses and other long-term assets | 11 | (11) |
Accounts payable | 387 | 1,480 |
Accrued expenses and other current liabilities | (310) | 3,034 |
Deferred rent and other long term liabilities | (24) | (284) |
Operating lease liabilities | (585) | |
Deferred revenue | 10 | (273) |
Net cash used in operating activities | (83,521) | (53,982) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (42) | (65) |
Capitalized software development costs | (427) | |
Purchases of short-term investments | (111,174) | |
Proceeds from maturities of short-term investments | 30,000 | |
Net cash used in investing activities | (81,216) | (492) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 149 | 264 |
Proceeds from note payable | 10,000 | 5,000 |
Proceeds from issuance of preferred stock, net issuance costs | 109,681 | |
Proceeds from business combination net of transaction costs paid | 131,814 | |
Taxes paid related to net share settlement of share-based awards | (28) | |
Payment of debt issuance costs | (74) | |
Payment of premium on note payable | (26) | |
Repayment of principal on note payable | (2,000) | |
Net cash provided by financing activities | 141,935 | 112,845 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (22,802) | 58,371 |
Cash, cash equivalents, and restricted cash at beginning of period | 77,204 | 18,833 |
Cash, cash equivalents, and restricted cash at end of period | 54,402 | 77,204 |
Supplementary Information: | ||
Cash paid for interest | 834 | 217 |
Noncash investing and financing activities: | ||
Purchase of property and equipment included in accounts payable | 7 | |
Deferred asset for fees related to undrawn debt included in accrued expenses | 51 | |
Common stock warrants issued related to note payable | 282 | 268 |
Redemption value of Series D preferred stock | 3,692 | 58,649 |
Dividends accrued for Series D preferred stock | 7,383 | $ 6,660 |
Recognition of liabilities for Earn-Out Shareholders | 87,512 | |
Net liabilities assumed in the business combination | $ 500 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Busin ess and Basis of Presentation Organization Akili, Inc. (collectively referred to with its wholly-owned, controlled subsidiaries, as “Akili” or the “Company”) operates as one business segment and is developing a digital medicine platform for the treatment and assessment of cognitive dysfunction across several neurology and psychiatry indications, including attention-deficit hyperactivity disorder (“ADHD”), major depressive disorder, autism spectrum disorder, multiple sclerosis, and various neuroinflammatory diseases. In June 2020, the U.S. Food and Drug Administration (“FDA”) granted clearance for EndeavorRx as a prescription treatment for children with ADHD. The Company is headquartered in Boston, Massachusetts. On August 19, 2022, (the “Closing Date”), Social Capital Suvretta Holdings Corp. I, (“SCS”) consummated the previously announced merger pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated January 26, 2022, by and among SCS, Akili Interactive Labs, Inc. and Karibu Merger Sub, Inc., pursuant to which Karibu Merger Sub, Inc. merged with and into Akili Interactive Labs, Inc., with Akili Interactive Labs, Inc. becoming a wholly owned subsidiary of SCS (the “Business Combination”). Upon the closing of the Business Combination (the “Closing”), SCS changed its name to Akili, Inc. In connection with the Business Combination, SCS completed the sale and issuance of 16,200,000 shares of Akili, Inc. common stock, $ 0.0001 par value per share (the “Common Stock”) in a private placement transaction for a purchase price of $ 10.00 per share for $ 162,000 in the aggregate (the “PIPE Investment”). Gross proceeds from the Merger totaled approximately $ 164,283 which included funds held in SCS’s trust account (after giving effect to redemptions). In connection with the Business Combination, approximately $ 31,438 of transaction costs and other fees were incurred. References to SCS refer to the Company prior to the consummation of the Business Combination and references to “Legacy Akili” refer to Akili Interactive Labs, Inc. (now a wholly-owned subsidiary of Akili, Inc.) prior to the consummation of the Business Combination. Legacy Akili was deemed the accounting acquirer in the Business Combination. This determination was primarily based on Legacy Akili’s stockholders prior to the Business Combination having a majority of the voting power in the combined company, Legacy Akili having the ability to appoint a majority of the board of directors of the combined company (the “Board”), Legacy Akili’s existing management comprising the senior management of the combined company, Legacy Akili comprising the ongoing operations of the combined company, Legacy Akili being the larger entity based on historical revenues and business operations, and the combined company assuming Legacy Akili’s name. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Akili issuing stock for the net assets of SCS, accompanied by a recapitalization. Under this method of accounting, SCS who was the legal acquirer, is treated as the “acquired” company for financial reporting purposes. The net assets of SCS are stated at historical cost, with no goodwill or other intangible assets recorded. The equity structure has been restated in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s Common Stock, $ 0.0001 par value per share, issued to Legacy Akili stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Akili’s convertible preferred stock (“Legacy Convertible Preferred Stock”) and Legacy Akili common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio of approximately 1.15 pursuant to the terms of the Business Combination. Legacy Convertible Preferred Stock previously classified as mezzanine was retroactively adjusted, converted into Common Stock, and reclassified to permanent as a result of the reverse recapitalization. See Note 11 for more information. Akili, Inc. (formerly SCS) is a Delaware corporation incorporated on December 1, 2020. Akili Interactive Labs, Inc. is a Delaware corporation incorporated on December 1, 2011. Going Concern The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory clearance, authorization or approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance- reporting capabilities. Most of the Company’s product candidates are still in development. There can be no assurance that the Company’s research and development will be successfully completed; that adequate protection for the Company’s intellectual property will be obtained; that any products developed will obtain necessary government regulatory clearance, authorization or approval; or that any cleared, authorized, or approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants. The Company’s consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has experienced negative operating cash flows for the year ended December 31, 2022 and had an accumulated deficit of $ 240,288 at December 31, 2022. The Company believes that its cash and cash equivalents and short-term investments at December 31, 2022 of $ 136,131 , along with the $ 10,000 available undrawn debt, will be sufficient to fund the Company’s planned operations and existing obligations, including minimum principal payment obligations due under existing debt agreements, for at least one year after the date that the consolidated financial statements are issued. The future viability of the Company is dependent on its ability to generate cash from operating activities or to raise additional capital to finance its operations. The Company’s failure to raise capital when needed, or on terms favorable to the Company, could have a negative impact on its financial condition and ability to pursue its business strategies. COVID-19 Related Significant Risks and Uncertainties There continue to be uncertainties regarding the pandemic of the novel coronavirus (“COVID-19”) and the Company is closely monitoring the impact of COVID-19 on all aspects of its business, including how it will impact its customers, employees, suppliers, vendors, and business partners. The Company is unable to predict the specific impact that COVID-19 may have on its financial position and operations moving forward due to the numerous uncertainties. Any estimates made herein may change as new events occur and additional information is obtained, and actual results could differ materially from any estimates made herein under different assumptions or conditions. The Company will continue to assess the evolving impact of COVID-19. In response to the COVID-19 pandemic, Congress passed the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”) which was signed into law on March 27, 2020. The CARES Act provides for deferred payment of the employer portion of social security taxes through the end of 2020, with a portion of the deferred amount due by December 31, 2022. As of December 31, 2022 all payments originally deferred under the CARES Act have been made. Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company, after elimination of all intercompany accounts and transactions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. Estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual of research and development expenses, the valuation of the earn-out liability and the valuation of stock-based awards. On an ongoing basis, management evaluates its estimates, including those related to accrued liabilities and stock-based compensation expense. Actual results could differ from the Company’s estimates. Cash and cash equivalents: The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Cash equivalents, which consist of money market accounts, are stated at fair value. Restricted cash: Restricted cash consists of two savings accounts. One is required as collateral for the business credit cards which remains restricted until the contract is terminated and the obligation is paid in full. The second is a security deposit for an office lease in Larkspur, California and remains in place until the lease ends in 2026. Investments: The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. All investments in marketable securities are classified as available for sale. Available-for-sale securities are reported at fair value, with temporary unrealized gains and losses excluded from earnings and reported as a separate component of stockholders’ equity, while other-than-temporary gains or losses are included in earnings. The cost of securities sold is determined on a specific identification basis, and realized gains and losses are included in other income (expense) within the consolidated statements of operations and comprehensive loss. Concentration of credit risk and significant customers: Cash, cash equivalents and investments are the primary exposure for the Company to concentrations of credit risk. Periodically, the Company maintains deposits in government insured financial institutions in excess of government insured limits. The Company deposits its cash in financial institutions that it believes are financially sound and have not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash. Further, management believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly, are subject to minimal credit risk. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. For the year ended December 31, 2021, a single customer comprised 65.4 % of the Company’s revenue (see Note 4). There was no significant concentration in any single customer for the year ended December 31, 2022. Fair value of financial instruments: The Company’s financial instruments consist of cash equivalents, short-term investments, accounts payable, accrued expenses, a corporate bond, note payable and preferred shares. The carrying amount of accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The Company’s cash equivalents and short-term investments are carried at fair value, determined according to the fair value hierarchy described below (see Note 13). The Company follows the guidance in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, or ASC 820, which defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2: Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level I to Level 2 or Level 2 to Level 3. Property and equipment: Property and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. When parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets: Furniture and fixtures 5 - 7 years Computer equipment and software 3 years Office equipment 3 years Leasehold improvements 3 - 7 years (Or remaining term of the lease, if shorter) Internal-use software 2 - 5 years Depreciation methods, useful lives and residual values are reviewed at least annually and adjusted, if appropriate. Impairment of long-lived assets: The Company periodically reviews the carrying amount of long-lived assets which consist of property and equipment, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group, based on discounted cash flows. Management judgment is necessary to estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates. The Company has not identified any circumstances that would warrant an impairment charge for any long-lived assets on the consolidated balance sheet at December 31, 2022 or 2021. Internal-use software development costs: With respect to the Company’s software products sold under subscription arrangements with customers, costs incurred in the preliminary design and development stages of a project are expensed as incurred in accordance with FASB ASC 350-40, Internal-Use Software. Once a project has reached the application development stage and it is probable that the software will be completed for its intended function, certain internal, external, direct and indirect costs may be subject to capitalization. Generally, costs are capitalized until the technology is available for its intended use. Subsequent costs incurred for the development of future upgrades and enhancements, which are expected to result in additional functionality, follow the same protocol for capitalization. Capitalized software development costs are recorded in property and equipment on the Company’s consolidated balance sheets. Leases: The Company determines whether a contract is, or contains, a lease at inception. The Company classifies each of its leases as operating or financing considering factors such as the length of the lease term, the present value of the lease payments, the nature of the asset being leased, and the potential for ownership of the asset to transfer during the lease term. Leases with terms greater than one-year are recognized on the consolidated balance sheets as right-of-use assets and lease liabilities and are measured at the present value of the fixed payments due over the expected lease term less the present value of any incentives, rebates or abatements we expect to receive from the lessor. Options to extend a lease are included in the expected lease term if exercise of the option is deemed reasonably certain. Costs determined to be variable and not based on an index or rate are not included in the measurement of the lease liability and are expensed as incurred. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilized the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis an amount equal to the lease payments over a similar term and in a similar economic environment. To estimate our incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis since it does not currently have a rating agency-based credit rating. The Company records expense to recognize fixed lease payments on a straight-line basis over the expected lease term. The Company has elected the practical expedient not to separate lease and non-lease components for real estate leases. Deferred revenue: Deferred revenue represents payment received in advance of revenue being earned and is comprised of fees received in advance of the delivery or completion of the services and amounts received in instances when revenue recognition criteria have not been met. Deferred revenue associated with upfront payments for a subscription to the Company’s FDA approved video game product is amortized ratably over the subscription period. Legacy Convertible Preferred Stock: In connection with the Business Combination, all Legacy Convertible Preferred Stock were converted to common stock of Legacy Akili. See Notes 1, 3, and 11 for further information. The Company recorded shares of Legacy Convertible Preferred Stock at their respective estimated fair values on the dates of issuance, net of issuance costs. Legacy Convertible Preferred Stock was classified outside of stockholders’ deficit because the holders of such shares had liquidation and redemption rights in the event of a deemed liquidation event that, in certain situations, are not solely within the control of the Company, such as a merger, acquisition, and sale of all or substantially all of the Company’s assets. Earn-Out Liabilities: In connection with the Business Combination, holders of Legacy Akili common stock, Legacy Convertible Preferred Stock and warrants to purchase shares of Legacy Akili common stock ("Earn-Out Shareholders") and employees or individual service providers holding options to purchase shares of Legacy Akili common stock, in each case as designated by the Board of Akili as an earn-out service provider prior to the Closing Date (“Earn-Out Service Providers”) received the contingent right to receive additional Common Stock upon the achievement of certain earn-out targets (the “Rights”). The Company concluded the issuance of Rights to Earn-Out Shareholders constitutes a deemed dividend and evaluated the Rights for classification under guidance applicable to financial instruments. In assessing classification, the Company considered ASC Subtopic 815-40 “ Contracts in Entity’s Own Equity ” and determined the Rights contain settlement provisions that preclude them from being indexed to the Company’s stock and accordingly liability classification is required. The Company concluded issuance of the Rights to Earn-Out Service Providers represents compensation in scope of ASC Topic 718, " Compensation - Stock Compensation. " In considering relevant classification guidance, the Company determined the Rights issued to Earn-Out Service Providers are liabilities because they are indexed to whether such Earn-Out Service Providers hold qualifying equity instruments when the earn-out targets are achieved. The fair value of the contingent earn-out consideration is estimated as of the Closing Date at the present value of the expected contingent earn-out consideration using a Monte Carlo Simulation Method ("MCSM"). The Company reviews the probability of achievement of the earn-out targets to determine the impact on the fair value of the earn-out consideration on a quarterly basis over the earn-out period. For Earn-Out Shareholders, the corresponding fair value was initially recorded against additional paid-in capital. Changes in the estimated fair value of the contingent earn-out consideration related to Earn-Out Shareholders are recorded in other income (expense) in the Consolidated Statements of Operations and Comprehensive Loss and are reflected in the period in which they are identified. For Earn-Out Service Providers, the corresponding fair value was initially recorded within operating expenses in the same functional category as the grantees' operating expenses. Changes in the estimated fair value of contingent earn-out consideration related to Earn-Out Service Providers is recorded as stock compensation for the period. Changes in the estimated fair value of the contingent earn-out consideration may materially impact or cause volatility in the Company's operating results. Transaction Costs: The Company has allocated certain transaction costs to the Earn-out Shares based on the relative fair value of these instruments as compared to the other newly issued instruments as part of the Business Combination. The portion of transaction costs allocated to these instruments is reflected as a reduction to cash and an increase in selling, general and administrative expense. The costs were determined to relate to future share issuances and not to the initial recapitalization and therefore they were expensed on the Closing Date. All costs allocated to the other newly issued instruments, which consisted of Common Stock, were recorded in total permanent equity as a reduction of additional paid-in capital. Revenue: The Company accounts for revenue recognition in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step analysis to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company generates patient revenue from contracts with caregivers and patients (“Clients”) who purchase subscriptions to access the Company’s FDA approved video game. Clients are billed in advance for the entire subscription term. Along with the subscription to the video game product, the Clients also receive reporting metrics and technical support services. The subscription to the video game product, reporting metrics and technical support services are combined as a single stand-ready performance obligation because while the components are separate performance obligations, they have the same method and pattern of recognition. Accordingly, the purchase consideration is recognized ratably on an over time basis over the subscription period which begins once the access code is inputted into the game by the Client and game play has started. The Company has generated revenue from a collaboration agreement with Shionogi. The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services. For performance obligations that consist of licenses and other promises, the Company applies judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company has determined that the licenses and other promises under the Collaboration Agreement are a single combined performance obligation satisfied over time. The Company must select a single measure of progress that best depicts the Company’s measurement of progress. ASC 606-10-26-33 states that appropriate methods of measuring progress include output methods and input methods and notes that an entity should consider the nature of the good or service that the entity promised to transfer to the customer in determining the appropriate method for measuring progress. Since activities performed to research and validate one phase may be useful in researching and validating subsequent phases, the Company believes that an input method, which tracks the Company’s efforts required to perform the contracted activities during the contract term, is more representationally faithful than an output method, which might track the agreed upon deliverables that are not similar to one another. If an arrangement includes development and regulatory milestone payments or royalties, the Company evaluates whether the milestones or royalties are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone or royalty value is included in the transaction price. Payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. The following table presents the Company’s revenue by type: Year Ended 2022 2021 Product revenue $ 323 $ 186 Collaboration revenue - 352 Total $ 323 $ 538 As of December 31, 2022, the Company has a contract liability related to product revenue, which consists of amounts that have been paid but have not been recognized as revenue. All amounts are expected to be recognized as revenue within 12 months of the balance sheet date and are classified as current deferred revenue. The Company recognized $ 96 of product revenue in the year ended December 31, 2022 that was previously included in the December 31, 2021 deferred revenue balance. Contract Liabilities Product Balance at December 31, 2021 $ 96 Revenue recognized ( 323 ) Revenue deferred 333 Balance at December 31, 2022 $ 106 Cost of revenue: Cost of revenue includes pharmacy dispense fees, personnel and related costs, third party contractor expenses, royalties, amortization of capitalized software related to our commercialized product and software subscriptions related to our product and hosting fees. Research and development costs: Research and development costs are expensed as incurred. Research and development costs include personnel and related costs, consulting costs, external contract research and development expenses, as well as depreciation and utilities. The Company has several agreements with non-related entities to conduct research on behalf of the Company. The expenses incurred associated with these agreements are expensed as incurred within research and development costs. Advertising: The Company expenses advertising costs as incurred. Advertising expenses were $ 7,861 and $ 12,889 during the years ended December 31, 2022 and 2021 . Accounting for stock-based compensation: Stock-based compensation made to employees and non-employees, including stock options, restricted stock units (“RSUs”) and performance stock units with market conditions (“PSUs”), is measured based on the grant date fair value of the awards and is recognized as compensation expense typically on a straight-line basis over the period during which the share-based award holder is required to perform services in exchange for the award (the vesting period) for stock options and RSUs and on an accelerated attribution basis for each vesting tranche over the respective derived service period for PSUs. The Company classifies stock-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The Company recognizes adjustments to stock compensation expense for forfeitures as they occur. The fair value of each stock option grant is estimated on the date of grant using the Black- Scholes option-pricing model. RSUs are measured based on the fair values of the underlying stock on the date of grant. We use the MCSM to estimate the fair value of PSUs. See Note 12 for further discussion of stock-based compensation. Income taxes: Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax basis of assets and liabilities using rates anticipated to be in effect when such temporary differences reverse. A change in tax rates is recognized in income in the period of the enactment date. A valuation allowance against net deferred tax assets is required if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company also assesses the probability that the positions taken or expected to be taken in its income tax returns will be sustained by taxing authorities. A “more likely than not” (more than 50%) recognition threshold must be met before a tax benefit can be recognized. Tax positions that are more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position, are reflected in the Company’s consolidated financial statements. Tax positions are measured as the largest amount of tax benefit that is greater than 50 % likely of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The difference between the benefit recognized for a position and the tax benefit claimed on a tax return is referred to as an unrecognized tax benefit. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. Comprehensive Loss: Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. Net Loss Per Share: The Company follows the two-class method when computing net loss per share, or EPS, as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does 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, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti- dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2022 and 2021 . Segment and Geographic Information: Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer, or CEO. The Company views its operations as and manages its business in one operating segment operating exclusively in the United States. Emerging Growth Company Status: The Jumpstart Our Business Startups Act of 2012 permits an emerging growth company, or EGC, such as Akili to take advantage of an extended transition period to comply with the new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC, which means that when a standard is issued or revised, it has different applications for public or private companies, the Company will adopt the new or revised standard at the time private companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elect to “opt-out” of such extended transition period or (ii) no longer qualify as an EGC. Recently adopted accounting pronouncements: In February 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”), Leases (Topic 842) as amended by ASU 2019-10 and ASU 2020-05, which supersedes the guidance in former ASC Topic 840, Leases . The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less are not impacted by the new guidance. The Company adopted this guidance, effective January 1, 2022 , using the modified retrospective method as of the date of adoption such that prior periods will not be restated. The Company elected a package of practical expedients, under which an entity need not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, or initial direct costs for any existing leases. Additional disclosures related to accounting for leases under this new standard are included in Note 7. The adoption incrementally increased the Company’s assets and liabilities by the right-of-use asset and lease liabilities. As the leases do not provide an implicit rate, the Company’s incremental borrowing rate was determined based on the information available at the date of adoption to measure its lease liability. The adoption did not have a material impact on the Company’s consolidated statement of operations and comprehensive income (loss) and did not require a cumulative adjustment to accumulated deficit on its consolidated statement of stockholders’ equity as of December 31, 2022. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. This standard is effective for annual reporting periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. The Company adopted this guidance for the year ending December 31, 2022, however there was no impact to the tax provision. Recently issued accounting pronouncements: In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), as amended by ASU 2019-10. ASU 2016-13 will change how companies account for credit losses for most financial assets and certain other instruments. For trade receivables, loans and held-to-maturity debt securities, companies will be required to recognize an allowance for credit losses rather than reducing the carrying value of the asset. ASU 2016-13 is effective for the Company for the annual reporting period beginning January 1, 2023. The Company is currently evaluating the potential impact this standard may have on its consolidated financial statements and results of operations. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination As discussed in Note 1, on August 19, 2022, the Company consummated the Business Combination pursuant to the Merger Agreement. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, SCS, who was the legal acquirer, was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Akili issuing stock for the net assets of SCS, accompanied by a recapitalization. Upon the Closing, holders of Legacy Akili common stock received shares of Common Stock in an amount determined by application of the exchange ratio of approximately 1.15 (the “Exchange Ratio”), which was based on Legacy Akili’s implied price per share prior to the Business Combination. For periods prior to the Business Combination, the reported share and per share amounts have been retroactively converted by applying the Exchange Ratio. The consolidated assets, liabilities and results of operations prior to the Business Combination are those of Legacy Akili. In connection with the Business Combination, approximately $ 31,438 of transaction related expenses and other costs were incurred. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity: Year ended December 31, 2022 Cash - SCS trust and cash (net of redemptions) $ 2,283 Cash - PIPE investors 162,000 Gross proceeds 164,283 Transaction related expenses and other costs paid at Closing (of which $ 8,850 represent the Company's transaction costs) ( 30,989 ) Transaction related expenses and other costs paid after Closing ( 449 ) Net proceeds from the Business Combination 132,845 In addition to the $ 8,850 paid at Closing noted in the table above, the Company incurred $ 4,077 in additional transaction costs related to certain legal, accounting, consulting and other third-party fees incurred. These transaction costs were incurred and paid during the year ended December 31, 2022. Of the Company's total transaction costs of $ 12,927 , $ 3,046 was allocated to the Earn-Out Shares and expensed upon the Closing, based on the relative fair value of the Earn-Out Shares as compared to the other newly issued instruments as part of the Business Combination. The remaining Company transaction costs were recorded in additional paid-in capital. The number of shares of Common Stock outstanding immediately following the Closing was as follows: Common Stock SCS public stockholders 227,522 SCS sponsor and independent director 6,890,000 Legacy Akili stockholders (1) 54,541,224 PIPE investors 16,200,000 Total shares of Common Stock immediately after Closing 77,858,746 (1) The number of Legacy Akili shares was determined from the shares of Legacy Akili shares outstanding immediately prior to the Closing converted at the Exchange Ratio of approximately 1.15 . The amount includes the cashless exercise of certain outstanding Akili Interactive Labs, Inc. warrants, which resulted in the issuance of 8,834 shares of Common Stock. All fractional shares were rounded down. Amount excludes the issuance of 7,536,461 Earn-Out Shares (as defined below), as the performance conditions have not yet been satisfied. Earn-Out Shares: Earn-Out Shareholders and Earn-Out Service Providers received the contingent right to receive additional shares of Common Stock upon the achievement of certain earn-out targets. Earn-Out Shareholders and Earn-Out Service Providers are eligible to receive up to 7,536,461 shares in the aggregate (the "Earn-Out" Shares) of additional Common Stock in three equal tranches upon the Company achieving $ 15.00 , $ 20.00 , or $ 30.00 , respectively, as its volume-weighted average price per share of Common Stock for any 20 trading days within a 30 consecutive trading day period (as adjusted for share splits, reverse share splits, share dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares, or the like). As the Earn-Out Shares to Earn-Out Shareholders contain a settlement provision that precludes them from being indexed to the Company’s stock under ASC 815, Derivatives and Hedging , they are classified as liabilities. The Company accounts for the potential issuance of the Earn-Out Shares to Earn-Out Shareholders as a contingent consideration arrangement, a liability for which was initially valued and recorded using a MCSM for each earn-out period. Key inputs and assumptions were the Company’s stock price, expected term, volatility, the risk-free rate, and dividend yield. Some of these inputs are Level 3 assumptions that are updated each reporting period as the earn-out liabilities are recorded at fair value on a recurring basis. The Company revalued the earn-out liabilities as of December 31, 2022 and the change in the fair value of the earn-out liabilities was recorded in other income (expense) on the statement of operations. As the Earn-Out Shares to Earn-Out Service Providers are indexed to whether such Earn-Out Service Providers hold qualifying equity instruments when the earn-out targets are achieved, they are classified as a liability under ASC 718, " Compensation-Stock Compensation ". The Company accounts for the potential issuance of the Earn-Out Shares to Earn-Out Service Providers as the grant of a compensatory award under ASC 718. As there are no continuing service obligations, the awards were expensed on the date of the Business Combination and the fair value is updated each reporting period. The change in fair value is recorded as stock compensation for the period in the same functional category as the grantees' operating expenses. Earn-Out Shareholders Earn-Out Service Providers Total Fair value as of December 31, 2021 $ - $ - $ - Initial fair value of earn-out liabilities at date of Business Combination 87,512 13,467 100,979 Change in fair value ( 82,734 ) ( 12,732 ) ( 95,466 ) Fair value as of December 31, 2022 $ 4,778 $ 735 $ 5,513 |
Option and Collaboration Agreem
Option and Collaboration Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Option And Collaboration Agreements [Abstract] | |
Option and Collaboration Agreements | 4. Option and Collaboration Agreements On December 19, 2018, the Company entered into an Option and Collaboration Agreement (the “Collaboration Agreement”) with Shionogi & Co., Ltd (“Shionogi”), whereby the Company granted an option to Shionogi to develop and commercialize licensed digital therapeutic software products in specified territories. The option was effective between December 19, 2018 and April 15, 2019 (“Option Period”). It was determined that this period was the initial term of the contract. As part of the agreement, Shionogi made an upfront payment to the Company of $ 10,000 at the date of execution that provided Shionogi up to April 15, 2019 to continue to evaluate the technology. In March 2019, Shionogi exercised its option to license the technology in exchange for another $ 10,000 cash payment. With the execution of the option, the Company is eligible to receive development and commercial milestones of up to $ 105,000 . In addition, the Company will receive royalties on sales of the licensed products in Japan and Taiwan. The Company determined that the upfront, nonrefundable payment of $ 10,000 made by Shionogi upon execution of the Collaboration Agreement represented fixed consideration as there were no contingencies which could potentially result in an adjustment to this amount. This amount was the only consideration to be received by the Company during the Option Period. The Company also determined that the license rights granted and any assistance provided by the Company to Shionogi in drafting a protocol of a clinical study during the Option Period represented immaterial performance obligations in relation to the technology transfer within the Collaboration Agreement. As such, the $ 10,000 payment was added to the $ 10,000 consideration the Company received from Shionogi upon the exercise of the option and is being recognized based on the delivery of the promised license rights, the language translation of the technology, supporting of Shionogi’s preparation of its clinical trial, and access to Shionogi’s clinical trial patients’ data subsequent to that exercise. In October 2019, the Company and Shionogi entered into a modification scope of work agreement. Shionogi paid the Company an additional fee of $ 387 as a result of the modification. The Company recognized revenue over time from this contract on an inputs-based method that uses a cost to cost measure of progress. For the year ended December 31, 2021, the Company recognized approximately 1.5 % of the $ 24,192 total transaction price as summarized below. All obligations under the Collaboration Agreement were fulfilled by the end of 2021 and the Company did no t recognize any of the total transaction price during the year ended December 31, 2022. As of December 31, 2022 and 2021, there was no deferred revenue related to the Collaboration Agreement. The total transaction price of the Collaboration Agreement consisted of the following at December 31, 2021: Payment associated with option period $ 10,000 Payment to exercise agreement 10,000 Discount on issuance on corporate bond (see Note 9) 3,805 Contract modification 387 Total transaction price 24,192 Less: Revenue recognized ( 24,192 ) Deferred revenue at December 31, 2021 - $- There were no changes to the transaction price of the Collaboration Agreement in the year ended December 31, 2022. In August 2021, the Company entered into an exclusive License, Development and Commercialization Agreement with TALi Digital Limited (“TALi”). Pursuant to the license agreement, TALi granted to the Company an exclusive right to develop, supply and commercialize certain products for use in pediatric ADHD, in the United States and its territories. Under the license agreement, the Company will reimburse TALi for certain direct out of pocket costs incurred conducting specified studies. Additionally, TALi is entitled to receive from the Company up to $ 2.0 million upon achievement of a specified development milestone and up to $ 35.5 million upon achievement of specified commercialization milestones, plus tiered royalties on the net sales of the licensed products. During the year ended December 31, 2022, the Company made payments of $ 98 for out of pocket costs. As of December 31, 2022, the Company has no t made any payments for milestones or royalties. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2022 2021 Deferred issuance costs $ - $ 572 Prepaid clinical trials 697 872 Prepaid insurance 1,892 81 Other current assets 1,976 975 Prepaid expenses and other current assets $ 4,565 $ 2,500 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment, net consisted of the following: December 31, 2022 2021 Furniture and fixtures $ 184 $ 184 Computer equipment and software 477 443 Office equipment 60 60 Leasehold improvements 975 975 Capitalized internal-use software costs 427 427 Total property and equipment 2,123 2,089 Less: accumulated depreciation and amortization ( 1,204 ) ( 896 ) Property and equipment, net $ 919 $ 1,193 Depreciation and amortization expense was $ 308 and $ 279 for the years ended December 31, 2022 and 2021 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Litigation: From time to time, the Company is a party to or can be threatened with litigation in the ordinary course of business. The Company regularly analyzes current information, including, as applicable, the Company`s defenses and insurance coverage, and, as necessary, provides accruals for probable and estimable liabilities for the eventual disposition of any matters. The Company was not a party to any material legal proceedings as of the years ended December 31, 2022 and 2021. Leases: As of December 31, 2022 , the Company leases office space under non-cancelable operating leases in two cities. The lease for office space in Boston, Massachusetts was amended in September 2022 to extend the rental of one floor consisting of approximately 4,000 square feet, which will expire in December 2023 . The office space in Larkspur, California consists of approximately 43,600 square feet pursuant to a lease that will expire in November 2026 . The Company provided a customary letter of credit in the amount of approximately $ 250 as a security deposit, which is included in restricted cash within the consolidated balance sheets. These leases do not include any restrictions or covenants that had to be accounted for under the new lease guidance. During the years ended December 31, 2022 and 2021, the Company recognized $ 1,026 and $ 1,116 of rent expense, respectively. Net cash paid for the amounts included in the measurement of the operating lease liability on the consolidated balance sheet and operating activities in the consolidated statement of cash flow was $ 845 for the year ended December 31, 2022. The weighted average remaining lease term and incremental borrowing rate as of December 31, 2022 was 3.7 years and 7.3 % , respectively. Future lease payments for our noncancelable operating leases as of December 31, 2022 and a reconciliation to the carrying amount of the operating lease liability presented in the consolidated balance sheet as of December 31, 2022 is as follows: Years Ending December 31, Amounts 2023 $ 1,043 2024 914 2025 950 2026 904 Total undiscounted payments due under operating leases 3,811 Less imputed interest ( 500 ) Total $ 3,311 Current operating lease liability $ 826 Non-current operating lease liability 2,485 Total $ 3,311 For comparable purposes, aggregate future minimum non-cancellable commitments under leases as of December 31, 2021, are as follows: Years Ending December 31, Amounts 2023 879 2024 914 2025 950 2026 904 Total $ 3,647 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: 2022 2021 Accrued bonus $ 2,819 $ 2,516 Accrued royalties 110 106 Accrued wages and benefits 1,281 421 Accrued clinical study expenses 292 363 Accrued consulting service expenses 401 766 Other accrued expenses 713 1,305 Total $ 5,616 $ 5,477 |
Corporate Bond
Corporate Bond | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Corporate Bond | . Corporate Bond In March 2019, in connection with Shionogi exercising its option to enter into the Collaboration Agreement, the Company issued a $ 5,000 corporate bond to Shionogi for cash. The corporate bond is unsecured and is subordinated to the obligations of the Company under indebtedness for borrowed money owed by the Company to any bank or other financial institution. The maturity date of the corporate bond is November 10, 2031 and does not bear interest during its term (fixed interest rate of 0.0 %). The corporate bond is prepayable by the Company at any time without penalty. The repayment of the corporate bond can be accelerated upon the termination of the Collaboration Agreement or upon the occurrence of an event of default (as defined), in both cases without penalty. The Company determined that the interest rate on the corporate bond did not reflect a market interest rate that the Company would expect to incur on a similar instrument issued apart from the Collaboration Agreement. As such, the Company estimated the market rate of interest for a similar instrument (as 12.0 %) and recorded a discount on the corporate bond at issuance in order to impute interest at this rate over the term of the instrument. The initial discount on the corporate bond was estimated to be $ 3,805 . As the corporate bond was issued in connection with the Collaboration Agreement, the Company also added the estimated initial discount as a component of the transaction price (and an adjustment to revenue recognized) related to the Collaboration Agreement. The Company amortizes the initial discount to interest expense using the effective interest method over the term of the corporate bond. The Company recognized amortization expense of $ 196 and $ 175 related to the discount on the Corporate Bond as a component of interest expense in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2022 and 2021, respectively. The carrying amount of the corporate bond is as follows: 2022 2021 Corporate Bond $ 5,000 $ 5,000 Unamortized discount on Corporate Bond ( 3,166 ) ( 3,362 ) Corporate Bond, net of discount $ 1,834 $ 1,638 |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Note Payable | 10. Note Payable Amended and Restated Loan and Security Agreement On May 25, 2021, the Company entered into an Amended and Restated Loan and Security Agreement with Silicon Valley Bank (“SVB”) and SVB Innovation Credit Fund VIII, L.P. (“SVB Innovation Fund”) (collectively, the “Lenders”). On May 25, 2021, using the proceeds from the Amended and Restated Loan and Security Agreement, the Company paid SVB the then outstanding principal of $ 2,000 under the August 10, 2020 First Loan Modification Agreement with SVB (“First Loan Modification Agreement”). The Company recorded a loss on extinguishment of debt of $ 181 for the year ended December 31, 2021 related to unamortized debt issuance costs and fees paid on behalf of the Lenders. The Amended and Restated Loan and Security Agreement allowed the Company to draw up to $ 50,000 in financing through three tranches. A total of $ 35,000 was available immediately in Tranche 1 and of that amount, a draw of $ 5,000 was mandatory upon the closing date. The remaining $ 30,000 of Tranche 1 was available at any time through June 30, 2022 (extended to September 30, 2022 as the aggregate original principal amount drawn prior to June 30, 2022 was equal to at least $ 15,000 ) and was required to be taken in minimum of $ 5,000 increments. The remaining two tranches were available subject to certain contingent events: • Tranche 2—$ 5,000 , would have become available if the Company achieved certain revenue milestones on or prior to December 31, 2022 or prior to an event of default. • Tranche 3—$ 10,000 , would have become available based on the satisfaction of certain conditions, including a certain revenue milestone, and at sole discretion of the Lenders on or prior to December 31, 2022 or prior to an event of default. In December 2022, we entered into a Joinder and First Loan Modification Agreement with SVB (the "Amended SVB Term Loan"). The Amended SVB Term Loan decreased the principal available under Tranche 1 from $ 35,000 to $ 25,000 and increased the principal available under Tranche 3 from $ 10,000 to $ 20,000 (subject to the original contingent events listed above). The Tranche 1 and Tranche 3 draw periods were extended through March 31, 2023 and May 31, 2023, respectively. As of January 1, 2023, certain revenue milestones were not met and Tranche 2 and Tranche 3 are no longer available. The Company borrowed $ 5,000 in May 2021 and $ 10,000 in June 2022 and will make interest-only payments through May 2023 before beginning to repay the outstanding principal in 24 equal monthly payments on the first day of each month beginning June 1, 2023, plus interest. The maturity date of the Amended and Restated Loan and Security Agreement is May 1, 2025 . The Amended and Restated Loan and Security Agreement accrues interest on each advance at a per annum rate of the greater of (a) the Wall Street Journal prime rate plus 3.75 % or (b) 7.0 %. The Company can elect to prepay all, but not less than all, of the advances drawn prior to the maturity date. The Company will be required to pay a prepayment fee, calculated by multiplying the outstanding principal balance outstanding immediately prior to such prepayment by (a) 3.0 %, if repaid on or prior to May 25, 2022, (b) 2.0 %, if repaid after May 25, 2022, but on or prior to May 25, 2023, or (c) 1.0 %, if repaid after May 25, 2023. The Company will be required to make a final payment equal to 5.0 % of the total amounts drawn from each tranche (the “Final Payment”), due upon the earliest of maturity, prepayment or termination of the amounts drawn under the Amended and Restated Loan and Security Agreement. The Loan and Security Agreement is secured by substantially all of the Company’s personal property assets, including accounts receivable, equipment, license agreements, general intangibles, inventory and investment property, and all of the proceeds and products of the foregoing. The Company is also subject to certain financial and non-financial covenants in the Loan and Security Agreement, including requirements to maintain operating and deposit accounts with the lender and restrictions on certain corporate actions. Upon closing of the Amended and Restated Loan and Security Agreement, the Company entered into warrant agreements with the Lenders (“Warrant Agreements”). As part of the Warrant Agreements, the Company issued fully-vested warrants to purchase 84,352 shares of common stock to the Lenders with an exercise price of $ 3.82 per share with a fair value of $ 268 on the date of issuance (see Note 11 for details). There were warrants to purchase an additional 140,586 shares that become available under the Warrant Agreements when aggregate term loan advances exceed $ 5,000 . The additional shares to be issued are calculated by multiplying the 140,586 shares by the amount of term loan advances in excess of $ 5,000 and dividing the total by $ 45,000 . As a result of the $ 10,000 draw in June 2022, warrants to purchase 31,242 shares became available with a fair value of $ 282 . In relation to the entering into the Amended and Restated Loan and Security Agreement, the Company incurred a total of $ 559 of debt issuance costs (including the fair value of the warrants granted to the Lenders, plus the $ 250 Final Payment). The Company incurred an additional $ 782 of debt issuance costs related to the $ 10,000 draw in June 2022 (including the fair value of the warrants granted to the Lenders, plus the $ 500 Final Payment). The Company is amortizing the deferred issuance costs to interest expense on the effective interest method through the maturity date of the Amended and Restated Loan and Security Agreement. At December 31, 2022 , the Company had outstanding principal of $ 15,000 . The Company recognized non-cash interest expense related to debt issuance costs of $ 341 and $ 306 for the years ended December 31, 2022 and 2021 , respectively. The Company recognized selling, general and administrative expense related to loan commitment fees of $ 210 and $ 138 for the years ended December 31, 2022 and 2021 respectively. The interest rate in effect was 11.3 % and 7.0 % as of December 31, 2022 and 2021, respectively. The weighted average interest rate was 9.2 % and 7.0 % for the years ended December 31, 2022 and 2021, respectively. At December 31, 2022 , the carrying amount of the note payable (excluding the current portion of $ 4,375 ) is as follows: Outstanding principal $ 15,000 Note payable, short term ( 4,375 ) Final payment 750 Unamortized debt issuance costs ( 933 ) Note payable, long term (net of debt issuance costs) $ 10,442 Future minimum principal payments due under the Amended and Restated Loan and Security Agreement, excluding the Final Payment, are as follows: Years Ending December 31, 2023 4,375 2024 7,500 2025 3,125 Total $ 15,000 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Capital Stock | 11. Capital Stock The Company's authorized capital stock consists of 1,000,000,000 shares of Common Stock, par value $ 0.0001 per share and 100,000,000 shares of preferred stock, par value $ 0.0001 per share . As of December 31, 2022, there were 78,022,924 shares of Common Stock issued and outstanding and 242,924 warrants outstanding to purchase Common Stock. There were no shares of preferred stock issued and outstanding. The holders of the Common Stock are entitled to one vote for each share of Common Stock. The holders of Common Stock shall be entitled to receive dividends out of funds legally available. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Common Stock shall be entitled to share ratably in the remaining assets of the Company available for distribution. The Board or any authorized committee thereof is authorized to issue shares of preferred stock and to fix the designations, powers, including voting powers, full or limited, or no voting powers, preferences and the relative, participating, optional or other special rights of the shares of each series and any qualifications, limitations and restrictions thereof. Legacy Convertible Preferred Stock In connection with the Business Combination, the Legacy Convertible Preferred Stock was retroactively adjusted, converted into Common Stock, and reclassified to permanent equity as a result of the reverse recapitalization. As of December 31, 2022 , there is no Legacy Convertible Preferred Stock authorized, issued or outstanding. The following table summarizes details of Legacy Convertible Preferred Stock authorized, issued and outstanding on the Closing Date immediately prior to the Business Combination: Legacy Convertible Preferred Series Par Value Authorized (1) Issued and Outstanding (1) Carrying Value (2) Series A-1 Convertible Preferred Stock $ 0.0001 4,604,762 4,604,762 $ — Series A-2 Convertible Preferred Stock 0.0001 5,096,403 5,096,403 7,128 Series B Convertible Preferred Stock 0.0001 8,451,448 8,451,448 41,854 Series C Convertible Preferred Stock 0.0001 9,228,686 9,228,686 67,904 Series D Convertible Preferred Stock 0.0001 20,721,430 15,936,919 186,065 Total 48,102,729 43,318,218 $ 302,951 (1) Shares authorized, shares issued and outstanding, and the conversion price/share have been adjusted to reflect the exchange of Legacy Convertible Preferred Stock for Akili, Inc. Common Stock at an exchange ratio of approximately 1.15 as a result of the Business Combination. (2) For the purpose of this calculation, the Series D redeemable convertible preferred stock continued to accrue dividends through the Closing Date and the adjusted total of Series D redeemable convertible preferred stock was multiplied by 150 % to determine the carrying value on the date of the Business Combination. Terms of Legacy Convertible Preferred Stock: The relevant features of the Legacy Convertible Preferred Stock, prior to the conversion in the Business Combination, were as follows: Voting: The holders of Legacy Convertible Preferred Stock had full voting rights and powers equal to the rights and powers of holders of shares of common stock, with respect to any matters upon which holders of shares of common stock have the right to vote. Holders of Legacy Convertible Preferred Stock were entitled to the number of votes equal to the number of whole shares of common stock into which such share of Legacy Convertible Preferred Stock could be converted at the record date for determination of the stockholders entitled to vote on such matters. Holders of record of the shares of common stock and preferred stock, voting together as a single class, were entitled to elect the directors of the Company. Dividends: Prior to and in preference of any dividends declared for common stock of the Company, the Board of Directors may elect to declare dividends on each share of Legacy Convertible Preferred Stock. Cumulative dividends accrued on Series D Legacy Convertible Preferred Stock ("Series D") at an annual rate of 10 % and were paid annually in additional shares of Series D at the Series D purchase price. If not previously paid for, any partial period would convert or be paid, as applicable, in additional shares of Series D at the Series D purchase price upon a liquidation, dissolution, liquidation event, sale, winding up, redemption, conversion, SPAC merger, or initial public offering of the Common Stock. For any other dividends or distributions, participation with Common Stock on an as-converted basis. In accordance with the terms of the Series D issuance, the accrued stock dividends are automatically declared at the end of each fiscal year. Accordingly, a stock dividend of 790,350 Series D shares in the amount of $ 6,660 was declared on December 31, 2021. Additionally, a stock dividend of 1,008,596 Series D shares in the amount of $ 7,383 was declared on the Closing Date. The stock dividend declared on Closing Date has been adjusted to reflect the exchange of Legacy Convertible Preferred Stock for Akili, Inc. Common Stock at an exchange ratio of approximately 1.15 as a result of the Business Combination. Liquidation preference: In the event of any liquidation, dissolution or winding-up of the Company, each holder of a share of the Series D then outstanding was entitled to be paid out of the assets of the Company available for distribution before any payment shall be made to the holders of Series C, Series B, Series A-2, or Series A-1 and common stock an amount equal to 150 % of the original purchase price per share ($ 8.426854 ), plus any dividends declared, but unpaid thereon. From the remaining assets, Series C then outstanding was entitled to be paid out of the assets of the Company available for distribution before any payment shall be made to the holders of Series B, Series A-2 and Series A-1 and common stock an amount equal to $ 8.5073 per share, plus any dividends declared, but unpaid thereon. From the remaining assets, Series B, Series A-2, and Series A-1 then outstanding was entitled to be paid out of the assets of the Company available for distribution before any payment would be made to the holders of common stock an amount equal to $ 5.7699 , $ 1.995 and $ 1.00 per share, respectively, plus any dividends declared, but unpaid thereon. Any remaining assets would have been distributed among the holders of the shares of Preferred Stock and common stock on a pro-rata basis. Conversion: The holders of Legacy Convertible Preferred Stock had the right, at their option at any time, to convert any shares of Legacy Convertible Preferred Stock into fully paid and nonassessable shares of Legacy Akili common stock. The conversion ratio is determined by dividing the original issue price by the conversion price, which is equal to $ 1.00 , $ 1.995 , $ 5.7699 , $ 8.5073 , and $ 8.426854 per share for the Legacy Akili Series A-1, A-2, B, C, and D preferred stock, respectively. Conversion was mandatory upon the closing of a merger, combination or transaction with a special purpose acquisition company resulting in at least $ 75,000 of gross proceeds to the Company . Redemption: The Series D preferred stock were redeemable at the option of the holders of a majority of the outstanding Series D commencing any time after the three-year anniversary of the closing date at a price equal to 150 % of the aggregate of the original purchase price plus all accrued and declared, but unpaid dividends. Upon a redemption request, all Series D shares shall be redeemed except for any Series D holders who affirmatively opt-out. This redemption feature was not solely within the control of the Company. The Series D shares were not currently redeemable, but it was probable that the Series D shares would become redeemable in the future and therefore the Company had elected an accounting policy to subsequently measure the preferred stock at current redemption value. The redemption value adjustment reduced additional paid-in capital until the balance reached zero, at which point, any remaining adjustments increased the accumulated deficit. All accumulated dividends were issued as of Closing Date and the cumulative redemption value adjustment amounted to $ 62,341 . The holders of the other series of preferred shares do not have the option to demand redemption except in the case of a liquidation or deemed liquidation event, nor does the Company have the right to call the shares. Any shares of preferred shares that are redeemed by the Company shall be automatically cancelled and retired and shall not be reissued, sold or transferred. Common Stock Warrants: In May 2021, the Company entered into the Amended and Restated Loan and Security Agreement (see note 10). In conjunction with this modification, the Company issued warrants to the Lenders to purchase a total of 224,938 shares of common stock with an exercise price of $ 3.82 per share, of which, 84,350 were fully vested and immediately exercisable. These warrants were determined to be a separate freestanding instrument from the Amended and Restated Loan and Security Agreement. The Company also concluded that the remaining warrants that could vest in future periods in connection with additional loan advances will be treated as separate issuances if and when they are issued. In connection with the June 2022 draw, warrants to purchase an additional 31,242 shares of common stock became vested. The Company considered the accounting for the warrants and concluded that they met the requirements for equity classification under ASC 815-40. Upon initial issuance, the vested warrants to purchase the Company’s common stock were recorded at fair value. The Company utilized the Black- Scholes option valuation approach to value the common warrants that were issued, resulting in an estimated fair value of $ 268 in May 2021 and $ 282 in June 2022. The Company recorded this amount as an increase to additional paid-in capital and an increase to debt issuance costs (see Note 10). The Company determined the fair value of the warrants using the Black-Scholes option model with the following assumptions: Amended and Restated Loan and Security Agreement Warrants May 2021 June 2022 Fair value of common stock $ 3.82 $ 10.06 Expected volatility 95.00 % 96.56 % Expected term (in years) 10.00 8.91 Risk-free interest rate 1.56 % 3.23 % Expected dividend yield 0.00 % 0.00 % In August 2020, the Company entered into the First Loan Modification Agreement with SVB. In conjunction with this modification, the Company issued warrants to the lender, of which, 17,986 are fully vested and outstanding as of December 31, 2022. The warrants have an exercise price of $ 5.95 per share. Employee Stock Purchase Plan In connection with the Closing, the Company adopted the 2022 Employee Stock Purchase Plan (the “2022 ESPP”). The 2022 ESPP is a shareholder-approved plan under which substantially all employees may voluntarily enroll to purchase the Company’s Common Stock through payroll deductions at a price equal to 85 % of the lower of the fair market values of the stock as of the offering date or the exercise date, provided that no offering shall exceed 27 months. An employee’s payroll deductions under the 2022 ESPP are limited to 15 % of the employee’s compensation and employees may not purchase more than $ 25,000 of stock during any calendar year. A total of 1,167,881 shares of our Common Stock are reserved and authorized for issuance under the 2022 ESPP. In addition, the number of shares of Common Stock available for issuance under the 2022 ESPP is automatically increased each January 1 of each calendar year beginning on January 1, 2023, and ending in 2031, by the least of (i) the excess (if any) of (A) 1 % of the outstanding shares issued and outstanding on the immediately preceding December 31st (excluding any shares reserved for issuance under equity-based plans of Akili, Inc. including the 2022 Stock Option and Incentive Plan and the 2022 ESPP) over (B) the number of shares of stock then reserved for issuance under the 2022 ESPP as of such date, (ii) 1,167,881 or (iii) such number of shares determined by the administrator. Through December 31, 2022 , no shares have been issued under the 2022 ESPP. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation 2011 Stock Incentive Plan: Prior to the Business Combination, the Company’s 2011 Stock Incentive Plan (the “2011 Plan”) allowed the Company to grant incentive stock options, nonqualified stock options, and restricted stock to employees, directors, and nonemployees of the Company. Upon the Closing, the remaining unallocated share reserve under the 2011 Plan was cancelled and no new awards will be granted under such plan. Awards outstanding under the 2011 Plan were assumed by Akili, Inc. upon the Closing and continue to be governed by the terms of the 2011 Plan. 2022 Stock Option and Incentive Plan: In 2022, the Board approved the 2022 Stock Option and Incentive Plan, (the “2022 Plan”), which provides for the grant of incentive stock options, nonqualified stock options, and restricted stock to employees, directors, and nonemployees of the Company up to an aggregate of 12,813,781 shares of the Company’s Common Stock. During the year ended December 31, 2022, we incurred cash outflows of $ 28 related to the payment of withholding taxes for vested RSUs. These cash outflows are presented within net cash provided by financing activities in the consolidated statements of cash flows. Share-based compensation expense related to stock options, RSUs, PSUs, and the expense related to Earn-Out Service Providers, is classified in the consolidated statements of operations and comprehensive loss as follows: Year Ended 2022 2021 Research and development $ 3,493 $ 1,340 Selling, general and administrative 5,816 3,573 Total $ 9,309 $ 4,913 Included in the year ended December 31, 2022 balances in the table above is $ 735 of stock-based compensation related to the potential issuance of the Earn-Out Shares to Earn-Out Service Providers, as described in Note 3. Stock Options: The terms of the stock option grants, including the exercise price per share and vesting periods, are determined by our Board of Directors. Stock options are typically granted at exercise prices equal to the fair value of our common stock at the date of grant. Our stock options typically vest at a rate of 25 % after one year from the vesting commencement date and then every six months over an additional three-year period. While the vesting schedule noted is typical, stock options have been issued under other vesting schedules. These alternative schedules include, but are not limited to (i) vesting at a rate of 33.33 % every year for three years , (ii) vesting at a rate of 16.67 % every six months for three years , and (iii) vesting at a rate of 12.5 % every six months for four years . Our stock options expire ten years from the grant date or within 90 days of employee termination. The following is a summary of stock option activity for the year ended December 31, 2022 : Number of Weighted- Weighted- Aggregate Balance at December 31, 2021 8,667,093 $ 3.38 7.28 Granted 4,370,161 $ 5.03 Cancelled ( 729,985 ) $ 3.96 Exercised ( 116,299 ) $ 1.28 Balance at December 31, 2022 12,190,970 $ 3.98 7.36 $ 384 Exercisable December 31, 2022 6,707,064 $ 3.44 5.86 $ 384 Options vested and expected to vest, December 31, 2022 12,190,970 $ 3.98 7.36 $ 384 The fair value of all option activity was estimated at the date of grant using a Black-Scholes model with the following weighted-average assumptions for the years ended December 31, 2022 and 2021: Year Ended 2022 2021 Fair value of Common Stock $ 5.03 $ 4.40 Expected volatility 99.19 % 98.73 % Expected term (in years) 5.93 4.88 Risk-free interest rate 3.34 % 0.81 % Expected dividend yield 0.00 % 0.00 % Fair value of Common Stock: The fair value of the underlying common stock was determined by the Board of Directors until the Company became listed on an established stock exchange. The fair value was based upon a variety of factors, including the results obtained from independent third-party valuations, the Company’s financial position and historical financial performance, the status of technological developments within the Company’s products, the composition and ability of the current clinical and management team, an evaluation or benchmark of the Company’s competition, the current business climate in the marketplace, the illiquid nature of the common stock, arm’s length sales of the Company’s capital stock (including preferred stock), the effect of the rights and preferences of the preferred stockholders, and the prospects of a liquidity event, among others. Expected volatility: As there is not sufficient historical volatility for the expected term of the options, the Company used an average historical share price volatility based on an analysis of reported data for a peer group of comparable companies, which were selected based upon industry similarities. Expected term (in years): Expected term represents the period that the Company’s share option grants are expected to be outstanding. There is not sufficient historical share exercise data to calculate the expected term of the options. Therefore, the Company utilizes the “simplified” method for all options granted to value share option grants. Under this approach, the weighted-average expected life is presumed to be the average of the vesting term and the contractual term of the option. Risk-free interest rate: The Company determined the risk-free interest rate by using a weighted-average equivalent to the expected term based on the U.S. Treasury yield curve in effect as of the date of grant. Expected dividend yield: The Company does not anticipate paying any dividends in the foreseeable future. The weighted average grant-date fair value of stock options granted to employees during the years ended December 31, 2022 and 2021 was $ 3.94 and $ 3.39 per share, respectively. During the years ended December 31, 2022 and 2021, the aggregate intrinsic value of stock option awards exercised was $ 504 and $ 1,040 , respectively. Aggregate intrinsic value represents the difference between the exercise price and the fair value of the underlying Common Stock on the date of exercise. As of December 31, 2022 there was $ 17,152 of unrecognized compensation cost related to unvested stock option grants to employees, which is expected to be recognized over a weighted-average period of 2.8 years. Restricted Stock Units: The Company began issuing RSUs to its employees in 2022. RSUs are equity awards granted to employees that entitle the holder to shares of our common stock when the awards vest. RSUs granted to newly hired employees typically vest 25 % on the first vesting date, which occurs approximately one year after the date of grant, and ratably each six months of the ensuing three year period. RSUs have been issued under other vesting schedules. These alternative schedules include, but are not limited to, (i) vesting at a rate of 16.67 % every six months over three years , and (ii) vesting at a rate of 25 % after three months and 12.5 % every six months thereafter. RSUs are measured based on the fair value of our common stock on the date of grant. The following table summarizes RSU activity for the year ended December 31, 2022: Number of Weighted- Balance at December 31, 2021 — n/a Granted 858,559 $ 2.30 Vested ( 56,619 ) $ 2.30 Forfeited ( 539 ) $ 2.30 Balance at December 31, 2022 801,401 $ 2.30 As of December 31, 2022 there was $ 1,667 of unrecognized compensation cost related to unvested RSUs under the 2022 Plan, which is expected to be recognized over a weighted-average period of 3.1 years. Performance Stock Units: PSUs are equity awards granted to employees that, upon vesting, entitle the holder to shares of our common stock. Under the 2022 Plan, we granted PSUs that will vest, if at all, on a graded basis during the five-year period commencing on November 2, 2022, subject to the achievement of specified performance goals related to the volume-weighted average closing price of our stock over a 30 -trading day period. As such, these awards are considered to contain a market condition. All PSUs are subject to continued employment on the date of vesting. The following table summarizes PSU activity for the year ended December 31, 2022: Number of Weighted- Balance at December 31, 2021 — n/a Granted 4,554,408 $ 1.50 Vested — n/a Forfeited — n/a Balance at December 31, 2022 4,554,408 $ 1.50 Compensation cost associated with PSUs is recognized on a straight-line basis over the derived service period of each of the three vesting tranches, which vest upon the achievement of three different volume-weighted average closing prices of our common stock. We determine the grant-date fair values of PSUs utilizing a MCSM. Our use of a MCSM requires the use of the following inputs: Current stock price : the closing stock price as quoted on Nasdaq as of November 2, 2022 was $ 2.30 . Risk-free interest rate: The risk-free interest rate of 4.3 % was based on the U.S. Treasury rate at the time of grant commensurate with the remaining term of the PSUs. Expected term : the expected term is the five-year term of the PSUs. Expected volatility : the volatility rate as of November 2, 2022 was 95.0 %. The volatility rate was determined using an average of historical volatilities over the expected term of selected industry peers deemed comparable to the Company. Expected dividend yield : the expected dividend yield is zero as it is not expected that the Company will declare dividends on Common Stock during the expected term. As of December 31, 2022, there was $ 6,405 of unrecognized compensation cost related to unvested PSUs, which is expected to be recognized over a weighted average period of approximately 2.6 years. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 13. Fair Value of Financial Assets and Liabilities The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values: Fair Value Measurements as of December 31, 2022 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 32,829 $ - $ - $ 32,829 Short-term investments: United States treasuries 82,034 - - 82,034 Total assets $ 114,863 $ - $ - $ 114,863 Long-term liabilities: Earn-out liabilities - - 5,513 5,513 Total liabilities $ - $ - $ 5,513 $ 5,513 Fair Value Measurements as of December 31, 2021 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 61,510 $ — $ — $ 61,510 The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of financial instruments between levels during the years ended December 31, 2022 and 2021. The Company recorded unrealized losses on short-term investments of $ 21 in other comprehensive loss for the year ended December 31, 2022. As of December 31, 2022 and 2021, the Company’s cash equivalents consisted of money market funds with original maturities of less than 90 days from the date of purchase. As of December 31, 2022 , the Company’s short-term investments consisted of United States treasuries with original maturities of more than three months but less than one year . As of December 31, 2021 , the Company did no t have any liabilities that are measured at fair value on a recurring basis. Earn-out liabilities — Upon the Closing, the Earn-Out Shares were accounted for as a liability because the triggering events that determine the number of shares to be earned (the “Triggering Events”) included events that were indexed to the Common Stock of the Company, with the change in fair value recognized in “Change in estimated fair value of earn-out liabilities” in the consolidated statement of operations. The estimated fair value of the Earn-out Shares was determined using a MCSM using the following assumptions at each valuation date: Price target : price target as defined in the Merger Agreement for each Triggering Event: • Triggering Event I is $ 15.00 per share • Triggering Event II is $ 20.00 per share • Triggering Event III is $ 30.00 per share Current stock price : the closing stock price as quoted on Nasdaq as of December 31, 2022 and Closing Date was $ 1.12 and $ 14.07 per share, respectively. Risk-free interest rate: The risk-free interest rate of 4.0 % and 3.1 % was based on the U.S. Treasury rate as of December 31, 2022 and Closing Date commensurate with the remaining term of the Earn-out Shares. Expected term : the expected term is the five-year contractual term, starting at the issuance of the earn-out. Expected volatility : the volatility rate as of December 31, 2022 and Closing Date was 119.9 % and 100.0 %, respectively. The volatility rate was determined using an average of historical volatilities over the expected term of selected industry peers deemed comparable to the Company. Expected dividend yield : the expected dividend yield is zero as it is not expected that the Company will declare dividends on Common Stock during the expected term. See Note 3 for a table that reconciles the change in fair value of the earn-out liabilities valued using Level 3 inputs. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes The provision for income taxes consists of the following components: Years Ended December 31, 2022 2021 Current Federal $ — $— State 19 - Total current expense (benefit) 19 - Deferred Federal - - State - - Total deferred expense (benefit) $ — $— Total tax recognized $ 19 $— A reconciliation setting forth the differences between effective tax rate of the Company as well as the U.S. federal statutory tax rate is as follows: Years Ended December 31, 2022 2021 Benefit at federal statutory rate 21.00 % 21.00 % State taxes 54.48 % 3.41 % Credits 13.63 % 1.20 % Transaction costs ( 6.22 %) 0.00 % Gain on earn-out shares 218.69 % 0.00 % Share-based payment measurement ( 10.45 %) ( 0.57 %) Other 2.56 % ( 1.90 %) Change in valuation allowance ( 293.93 %) ( 23.14 %) Effective tax rate ( 0.24 %) 0.00 % Significant components of the Company’s deferred tax assets and liabilities are as follows: Years Ended December 31, 2022 2021 Deferred tax assets: Operating tax losses $ 55,350 $ 38,084 Research credits 7,416 5,920 Temporary differences 1,337 981 Research and development costs 4,823 - Start-up costs 2,197 - Lease liability 847 - Share based payments 3,298 1,902 Gross deferred tax assets 75,268 46,887 Valuation Allowance ( 74,010 ) ( 46,287 ) Deferred tax assets, Less: valuation allowance 1,258 600 Deferred tax liabilities: Right-of-use asset ( 664 ) - Other temporary differences ( 594 ) ( 600 ) Deferred tax liabilities ( 1,258 ) ( 600 ) Total $— $— Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. At December 31, 2022, the Company has federal net operating loss carryforwards totaling $ 228,294 of which $ 31,208 begin to expire in 2031 and $ 197,086 can be carried forward indefinitely. At December 31, 2022, the Company had state net operating loss carryforwards totaling $ 120,655 , which begin to expire in 2031 , as well as other temporary differences that will be available to offset regular taxable income during the carryforward period. Additionally, at December 31, 2022, the Company has federal R&D credit carryforwards totaling $ 5,509 which begin to expire in 2039 , state R&D credit carryforwards totaling $ 2,414 which begin to expire in 2033 , and state investment tax credits of $ 2 . The net change in the valuation allowance for deferred tax assets was an increase of $ 27,723 and $ 14,197 for the years ended December 31, 2022 and 2021, respectively. This increase for the year ended December 31, 2022 was primarily due to the generation of net operating loss carryforwards, capitalized R&D expenditures as required by changes to the tax laws from the TCJA as described below, and capitalized start-up costs. This increase for the year ended December 31, 2021 was primarily due to the generation of net operating loss carryforwards. On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was signed into law. Under the TCJA provisions, effective with tax years beginning on or after January 1, 2022, taxpayers can no longer immediately expense qualified research and development (“R&D”) expenditures and are required to capitalize and amortize the costs under section 174. Accordingly, the Company capitalized $ 20,859 of R&D expenses as of December 31, 2022. These costs will be amortized for tax purposes over 5 years for R&D performed in the U.S. and over 15 years for R&D performed outside the U.S. Management of the Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which are comprised principally of net operating loss carryforwards and research and development credits. Under the applicable accounting standards, management has considered the Company’s history of losses and concluded that it is more likely than not that the Company will not recognize the benefits of domestic deferred tax assets. Accordingly, a full valuation allowance has been established at December 31, 2022 as the Company is in development stage and does not have assurance of future income as the Company expects to generate continued losses while in development. Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed financings since its inception which may have resulted in a change in control as defined by Section 382 and 383 of the Internal Revenue Code, and it may complete future financings that could result in a change in control in the future. The Company has not, as yet, conducted a study to determine if any such changes have occurred that could limit its ability to use the net operating loss and tax credit carryforward. Also, the Company has undertaken only a preliminary analysis of its research and experimentation credits. In order to substantiate fully such credits it intends to complete a full credit study before such credits are utilized on its tax return. The Company accounts for uncertain tax positions pursuant to ASC 740 which prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. If the tax position meets this threshold, the benefit to be recognized is measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. As of December 31, 2022 and 2021 , the Company has no t recorded any unrecognized tax benefits. The Company has not, as yet, conducted a study of research and development tax credit carryforwards. This study may result in an adjustment to the Company’s research and development credit carryforwards; however, until a study is completed, and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development tax credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the consolidated balance sheets or consolidated statement of operations and comprehensive loss if an adjustment was required. The Company does not expect any material changes in the unrecognized tax benefits within the next twelve months. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 15. Net Loss Per Share The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: Year Ended 2022 2021 Numerator: Net loss $ ( 7,964 ) $ ( 61,348 ) Dividends on Series D convertible preferred stock ( 7,383 ) ( 6,660 ) Redemption value of Series D convertible preferred stock ( 3,692 ) ( 58,649 ) Net loss attributable to common stockholders - basic and diluted $ ( 19,039 ) $ ( 126,657 ) Denominator: Weighted average common stock outstanding 29,878,041 1,378,527 Net loss per share attributable to common stockholders - basic and diluted $ ( 0.64 ) $ ( 91.88 ) For periods in which the Company reports a net loss attributable to common stockholders, potentially dilutive securities have been excluded from the computation of diluted net loss per share as their effects would be anti-dilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: Year Ended 2022 2021 Series A-1 convertible preferred stock (as converted to Common Stock) - 4,000,000 Series A-2 convertible preferred stock (as converted to Common Stock) - 4,427,072 Series B convertible preferred stock (as converted to Common Stock) - 7,341,485 Series C convertible preferred stock (as converted to Common Stock) - 8,016,645 Series D convertible preferred stock (as converted to Common Stock) - 20,765,787 Warrants to purchase Common Stock 242,924 226,196 Stock options to purchase Common Stock 12,190,970 7,529,063 Earn-out shares 7,536,461 - Unvested RSUs 801,401 - Unvested PSUs 4,554,408 - Total 25,326,164 52,306,248 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 16. Employee Benefit Plan The Company has a 401(k) retirement plan in which substantially all U.S. employees are eligible to participate. Eligible employees may elect to contribute up to the maximum limits, as set by the Internal Revenue Service, of their eligible compensation. The total contribution matching expense for the Company was $ 784 and $ 459 for the years ended December 31, 2022 and 2021 , respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events On January 12, 2023 , the Company announced a restructuring of its operations and a reduction in workforce due to the macroeconomic environment. As a result of the restructuring, the Company will incur a restructuring charge associated primarily with severance and other benefits related to 46 employees, representing approximately 30 % of the employee base at the time of the restructuring. The costs associated with the restructuring will be recorded in the quarter ended March 31, 2023. The restructuring reduced the Company’s costs related to certain of its pipeline programs in order to prioritize certain of its commercial efforts and ADHD label expansion programs. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company, after elimination of all intercompany accounts and transactions. |
Use of estimates | Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. Estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual of research and development expenses, the valuation of the earn-out liability and the valuation of stock-based awards. On an ongoing basis, management evaluates its estimates, including those related to accrued liabilities and stock-based compensation expense. Actual results could differ from the Company’s estimates. |
Cash and cash equivalents | Cash and cash equivalents: The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Cash equivalents, which consist of money market accounts, are stated at fair value. |
Restricted cash | Restricted cash: Restricted cash consists of two savings accounts. One is required as collateral for the business credit cards which remains restricted until the contract is terminated and the obligation is paid in full. The second is a security deposit for an office lease in Larkspur, California and remains in place until the lease ends in 2026. |
Investments | Investments: The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. All investments in marketable securities are classified as available for sale. Available-for-sale securities are reported at fair value, with temporary unrealized gains and losses excluded from earnings and reported as a separate component of stockholders’ equity, while other-than-temporary gains or losses are included in earnings. The cost of securities sold is determined on a specific identification basis, and realized gains and losses are included in other income (expense) within the consolidated statements of operations and comprehensive loss. |
Concentration of credit risk and significant customers | Concentration of credit risk and significant customers: Cash, cash equivalents and investments are the primary exposure for the Company to concentrations of credit risk. Periodically, the Company maintains deposits in government insured financial institutions in excess of government insured limits. The Company deposits its cash in financial institutions that it believes are financially sound and have not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash. Further, management believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly, are subject to minimal credit risk. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. For the year ended December 31, 2021, a single customer comprised 65.4 % of the Company’s revenue (see Note 4). There was no significant concentration in any single customer for the year ended December 31, 2022. |
Fair value of financial instruments | Fair value of financial instruments: The Company’s financial instruments consist of cash equivalents, short-term investments, accounts payable, accrued expenses, a corporate bond, note payable and preferred shares. The carrying amount of accounts payable and accrued expenses are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The Company’s cash equivalents and short-term investments are carried at fair value, determined according to the fair value hierarchy described below (see Note 13). The Company follows the guidance in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, or ASC 820, which defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2: Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level I to Level 2 or Level 2 to Level 3. |
Property and equipment | Property and equipment: Property and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. When parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets: Furniture and fixtures 5 - 7 years Computer equipment and software 3 years Office equipment 3 years Leasehold improvements 3 - 7 years (Or remaining term of the lease, if shorter) Internal-use software 2 - 5 years Depreciation methods, useful lives and residual values are reviewed at least annually and adjusted, if appropriate. |
Impairment of long-lived assets | Impairment of long-lived assets: The Company periodically reviews the carrying amount of long-lived assets which consist of property and equipment, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group, based on discounted cash flows. Management judgment is necessary to estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates. The Company has not identified any circumstances that would warrant an impairment charge for any long-lived assets on the consolidated balance sheet at December 31, 2022 or 2021. |
Internal-use software development costs | Internal-use software development costs: With respect to the Company’s software products sold under subscription arrangements with customers, costs incurred in the preliminary design and development stages of a project are expensed as incurred in accordance with FASB ASC 350-40, Internal-Use Software. Once a project has reached the application development stage and it is probable that the software will be completed for its intended function, certain internal, external, direct and indirect costs may be subject to capitalization. Generally, costs are capitalized until the technology is available for its intended use. Subsequent costs incurred for the development of future upgrades and enhancements, which are expected to result in additional functionality, follow the same protocol for capitalization. Capitalized software development costs are recorded in property and equipment on the Company’s consolidated balance sheets. |
Leases | Leases: The Company determines whether a contract is, or contains, a lease at inception. The Company classifies each of its leases as operating or financing considering factors such as the length of the lease term, the present value of the lease payments, the nature of the asset being leased, and the potential for ownership of the asset to transfer during the lease term. Leases with terms greater than one-year are recognized on the consolidated balance sheets as right-of-use assets and lease liabilities and are measured at the present value of the fixed payments due over the expected lease term less the present value of any incentives, rebates or abatements we expect to receive from the lessor. Options to extend a lease are included in the expected lease term if exercise of the option is deemed reasonably certain. Costs determined to be variable and not based on an index or rate are not included in the measurement of the lease liability and are expensed as incurred. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilized the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis an amount equal to the lease payments over a similar term and in a similar economic environment. To estimate our incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis since it does not currently have a rating agency-based credit rating. The Company records expense to recognize fixed lease payments on a straight-line basis over the expected lease term. The Company has elected the practical expedient not to separate lease and non-lease components for real estate leases. |
Deferred revenue | Deferred revenue: Deferred revenue represents payment received in advance of revenue being earned and is comprised of fees received in advance of the delivery or completion of the services and amounts received in instances when revenue recognition criteria have not been met. Deferred revenue associated with upfront payments for a subscription to the Company’s FDA approved video game product is amortized ratably over the subscription period. |
Legacy Convertible Preferred Stock | Legacy Convertible Preferred Stock: In connection with the Business Combination, all Legacy Convertible Preferred Stock were converted to common stock of Legacy Akili. See Notes 1, 3, and 11 for further information. The Company recorded shares of Legacy Convertible Preferred Stock at their respective estimated fair values on the dates of issuance, net of issuance costs. Legacy Convertible Preferred Stock was classified outside of stockholders’ deficit because the holders of such shares had liquidation and redemption rights in the event of a deemed liquidation event that, in certain situations, are not solely within the control of the Company, such as a merger, acquisition, and sale of all or substantially all of the Company’s assets. |
Earn-Out Liabilities | Earn-Out Liabilities: In connection with the Business Combination, holders of Legacy Akili common stock, Legacy Convertible Preferred Stock and warrants to purchase shares of Legacy Akili common stock ("Earn-Out Shareholders") and employees or individual service providers holding options to purchase shares of Legacy Akili common stock, in each case as designated by the Board of Akili as an earn-out service provider prior to the Closing Date (“Earn-Out Service Providers”) received the contingent right to receive additional Common Stock upon the achievement of certain earn-out targets (the “Rights”). The Company concluded the issuance of Rights to Earn-Out Shareholders constitutes a deemed dividend and evaluated the Rights for classification under guidance applicable to financial instruments. In assessing classification, the Company considered ASC Subtopic 815-40 “ Contracts in Entity’s Own Equity ” and determined the Rights contain settlement provisions that preclude them from being indexed to the Company’s stock and accordingly liability classification is required. The Company concluded issuance of the Rights to Earn-Out Service Providers represents compensation in scope of ASC Topic 718, " Compensation - Stock Compensation. " In considering relevant classification guidance, the Company determined the Rights issued to Earn-Out Service Providers are liabilities because they are indexed to whether such Earn-Out Service Providers hold qualifying equity instruments when the earn-out targets are achieved. The fair value of the contingent earn-out consideration is estimated as of the Closing Date at the present value of the expected contingent earn-out consideration using a Monte Carlo Simulation Method ("MCSM"). The Company reviews the probability of achievement of the earn-out targets to determine the impact on the fair value of the earn-out consideration on a quarterly basis over the earn-out period. For Earn-Out Shareholders, the corresponding fair value was initially recorded against additional paid-in capital. Changes in the estimated fair value of the contingent earn-out consideration related to Earn-Out Shareholders are recorded in other income (expense) in the Consolidated Statements of Operations and Comprehensive Loss and are reflected in the period in which they are identified. For Earn-Out Service Providers, the corresponding fair value was initially recorded within operating expenses in the same functional category as the grantees' operating expenses. Changes in the estimated fair value of contingent earn-out consideration related to Earn-Out Service Providers is recorded as stock compensation for the period. Changes in the estimated fair value of the contingent earn-out consideration may materially impact or cause volatility in the Company's operating results. |
Transaction Costs | Transaction Costs: The Company has allocated certain transaction costs to the Earn-out Shares based on the relative fair value of these instruments as compared to the other newly issued instruments as part of the Business Combination. The portion of transaction costs allocated to these instruments is reflected as a reduction to cash and an increase in selling, general and administrative expense. The costs were determined to relate to future share issuances and not to the initial recapitalization and therefore they were expensed on the Closing Date. All costs allocated to the other newly issued instruments, which consisted of Common Stock, were recorded in total permanent equity as a reduction of additional paid-in capital. |
Revenue | Revenue: The Company accounts for revenue recognition in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step analysis to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company generates patient revenue from contracts with caregivers and patients (“Clients”) who purchase subscriptions to access the Company’s FDA approved video game. Clients are billed in advance for the entire subscription term. Along with the subscription to the video game product, the Clients also receive reporting metrics and technical support services. The subscription to the video game product, reporting metrics and technical support services are combined as a single stand-ready performance obligation because while the components are separate performance obligations, they have the same method and pattern of recognition. Accordingly, the purchase consideration is recognized ratably on an over time basis over the subscription period which begins once the access code is inputted into the game by the Client and game play has started. The Company has generated revenue from a collaboration agreement with Shionogi. The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services. For performance obligations that consist of licenses and other promises, the Company applies judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company has determined that the licenses and other promises under the Collaboration Agreement are a single combined performance obligation satisfied over time. The Company must select a single measure of progress that best depicts the Company’s measurement of progress. ASC 606-10-26-33 states that appropriate methods of measuring progress include output methods and input methods and notes that an entity should consider the nature of the good or service that the entity promised to transfer to the customer in determining the appropriate method for measuring progress. Since activities performed to research and validate one phase may be useful in researching and validating subsequent phases, the Company believes that an input method, which tracks the Company’s efforts required to perform the contracted activities during the contract term, is more representationally faithful than an output method, which might track the agreed upon deliverables that are not similar to one another. If an arrangement includes development and regulatory milestone payments or royalties, the Company evaluates whether the milestones or royalties are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone or royalty value is included in the transaction price. Payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. The following table presents the Company’s revenue by type: Year Ended 2022 2021 Product revenue $ 323 $ 186 Collaboration revenue - 352 Total $ 323 $ 538 As of December 31, 2022, the Company has a contract liability related to product revenue, which consists of amounts that have been paid but have not been recognized as revenue. All amounts are expected to be recognized as revenue within 12 months of the balance sheet date and are classified as current deferred revenue. The Company recognized $ 96 of product revenue in the year ended December 31, 2022 that was previously included in the December 31, 2021 deferred revenue balance. Contract Liabilities Product Balance at December 31, 2021 $ 96 Revenue recognized ( 323 ) Revenue deferred 333 Balance at December 31, 2022 $ 106 |
Cost of revenue | Cost of revenue: Cost of revenue includes pharmacy dispense fees, personnel and related costs, third party contractor expenses, royalties, amortization of capitalized software related to our commercialized product and software subscriptions related to our product and hosting fees. |
Research and development costs | Research and development costs: Research and development costs are expensed as incurred. Research and development costs include personnel and related costs, consulting costs, external contract research and development expenses, as well as depreciation and utilities. The Company has several agreements with non-related entities to conduct research on behalf of the Company. The expenses incurred associated with these agreements are expensed as incurred within research and development costs. |
Advertising | Advertising: The Company expenses advertising costs as incurred. Advertising expenses were $ 7,861 and $ 12,889 during the years ended December 31, 2022 and 2021 . |
Accounting for stock-based compensation | Accounting for stock-based compensation: Stock-based compensation made to employees and non-employees, including stock options, restricted stock units (“RSUs”) and performance stock units with market conditions (“PSUs”), is measured based on the grant date fair value of the awards and is recognized as compensation expense typically on a straight-line basis over the period during which the share-based award holder is required to perform services in exchange for the award (the vesting period) for stock options and RSUs and on an accelerated attribution basis for each vesting tranche over the respective derived service period for PSUs. The Company classifies stock-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The Company recognizes adjustments to stock compensation expense for forfeitures as they occur. The fair value of each stock option grant is estimated on the date of grant using the Black- Scholes option-pricing model. RSUs are measured based on the fair values of the underlying stock on the date of grant. We use the MCSM to estimate the fair value of PSUs. See Note 12 for further discussion of stock-based compensation. |
Income taxes | Income taxes: Deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax basis of assets and liabilities using rates anticipated to be in effect when such temporary differences reverse. A change in tax rates is recognized in income in the period of the enactment date. A valuation allowance against net deferred tax assets is required if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company also assesses the probability that the positions taken or expected to be taken in its income tax returns will be sustained by taxing authorities. A “more likely than not” (more than 50%) recognition threshold must be met before a tax benefit can be recognized. Tax positions that are more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position, are reflected in the Company’s consolidated financial statements. Tax positions are measured as the largest amount of tax benefit that is greater than 50 % likely of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The difference between the benefit recognized for a position and the tax benefit claimed on a tax return is referred to as an unrecognized tax benefit. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. |
Comprehensive Loss | Comprehensive Loss: Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. |
Net Loss Per Share | Net Loss Per Share: The Company follows the two-class method when computing net loss per share, or EPS, as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does 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, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti- dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2022 and 2021 . |
Segment and Geographic Information | Segment and Geographic Information: Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer, or CEO. The Company views its operations as and manages its business in one operating segment operating exclusively in the United States. |
Emerging Growth Company Status | Emerging Growth Company Status: The Jumpstart Our Business Startups Act of 2012 permits an emerging growth company, or EGC, such as Akili to take advantage of an extended transition period to comply with the new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC, which means that when a standard is issued or revised, it has different applications for public or private companies, the Company will adopt the new or revised standard at the time private companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elect to “opt-out” of such extended transition period or (ii) no longer qualify as an EGC. |
Recently Adopted and Issued Accounting Pronouncements | Recently adopted accounting pronouncements: In February 2016, the FASB issued ASU No. 2016-02 (“ASU 2016-02”), Leases (Topic 842) as amended by ASU 2019-10 and ASU 2020-05, which supersedes the guidance in former ASC Topic 840, Leases . The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less are not impacted by the new guidance. The Company adopted this guidance, effective January 1, 2022 , using the modified retrospective method as of the date of adoption such that prior periods will not be restated. The Company elected a package of practical expedients, under which an entity need not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, or initial direct costs for any existing leases. Additional disclosures related to accounting for leases under this new standard are included in Note 7. The adoption incrementally increased the Company’s assets and liabilities by the right-of-use asset and lease liabilities. As the leases do not provide an implicit rate, the Company’s incremental borrowing rate was determined based on the information available at the date of adoption to measure its lease liability. The adoption did not have a material impact on the Company’s consolidated statement of operations and comprehensive income (loss) and did not require a cumulative adjustment to accumulated deficit on its consolidated statement of stockholders’ equity as of December 31, 2022. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. This standard is effective for annual reporting periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. The Company adopted this guidance for the year ending December 31, 2022, however there was no impact to the tax provision. Recently issued accounting pronouncements: In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), as amended by ASU 2019-10. ASU 2016-13 will change how companies account for credit losses for most financial assets and certain other instruments. For trade receivables, loans and held-to-maturity debt securities, companies will be required to recognize an allowance for credit losses rather than reducing the carrying value of the asset. ASU 2016-13 is effective for the Company for the annual reporting period beginning January 1, 2023. The Company is currently evaluating the potential impact this standard may have on its consolidated financial statements and results of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of property and equipment | Furniture and fixtures 5 - 7 years Computer equipment and software 3 years Office equipment 3 years Leasehold improvements 3 - 7 years (Or remaining term of the lease, if shorter) Internal-use software 2 - 5 years |
Summary of Company's Revenue | The following table presents the Company’s revenue by type: Year Ended 2022 2021 Product revenue $ 323 $ 186 Collaboration revenue - 352 Total $ 323 $ 538 |
Summary of Contract Liabilities | Contract Liabilities Product Balance at December 31, 2021 $ 96 Revenue recognized ( 323 ) Revenue deferred 333 Balance at December 31, 2022 $ 106 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Schedule of Reconciles the Elements of Business Combination to Consolidated Statement of Cash Flows and Consolidated Statement of Changes in Equity | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity: Year ended December 31, 2022 Cash - SCS trust and cash (net of redemptions) $ 2,283 Cash - PIPE investors 162,000 Gross proceeds 164,283 Transaction related expenses and other costs paid at Closing (of which $ 8,850 represent the Company's transaction costs) ( 30,989 ) Transaction related expenses and other costs paid after Closing ( 449 ) Net proceeds from the Business Combination 132,845 |
Schedule of Number of Shares of Common Stock Outstanding Immediately Following Closing | The number of shares of Common Stock outstanding immediately following the Closing was as follows: Common Stock SCS public stockholders 227,522 SCS sponsor and independent director 6,890,000 Legacy Akili stockholders (1) 54,541,224 PIPE investors 16,200,000 Total shares of Common Stock immediately after Closing 77,858,746 (1) The number of Legacy Akili shares was determined from the shares of Legacy Akili shares outstanding immediately prior to the Closing converted at the Exchange Ratio of approximately 1.15 . The amount includes the cashless exercise of certain outstanding Akili Interactive Labs, Inc. warrants, which resulted in the issuance of 8,834 shares of Common Stock. All fractional shares were rounded down. Amount excludes the issuance of 7,536,461 Earn-Out Shares (as defined below), as the performance conditions have not yet been satisfied. |
Schedule of Change in Fair Value Recorded as Stock Compensation | The change in fair value is recorded as stock compensation for the period in the same functional category as the grantees' operating expenses. Earn-Out Shareholders Earn-Out Service Providers Total Fair value as of December 31, 2021 $ - $ - $ - Initial fair value of earn-out liabilities at date of Business Combination 87,512 13,467 100,979 Change in fair value ( 82,734 ) ( 12,732 ) ( 95,466 ) Fair value as of December 31, 2022 $ 4,778 $ 735 $ 5,513 |
Option and Collaboration Agre_2
Option and Collaboration Agreements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Option And Collaboration Agreements [Abstract] | |
Summary of Total Transaction Price of the Collaboration Agreement | The total transaction price of the Collaboration Agreement consisted of the following at December 31, 2021: Payment associated with option period $ 10,000 Payment to exercise agreement 10,000 Discount on issuance on corporate bond (see Note 9) 3,805 Contract modification 387 Total transaction price 24,192 Less: Revenue recognized ( 24,192 ) Deferred revenue at December 31, 2021 - $- |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: December 31, 2022 2021 Deferred issuance costs $ - $ 572 Prepaid clinical trials 697 872 Prepaid insurance 1,892 81 Other current assets 1,976 975 Prepaid expenses and other current assets $ 4,565 $ 2,500 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following: December 31, 2022 2021 Furniture and fixtures $ 184 $ 184 Computer equipment and software 477 443 Office equipment 60 60 Leasehold improvements 975 975 Capitalized internal-use software costs 427 427 Total property and equipment 2,123 2,089 Less: accumulated depreciation and amortization ( 1,204 ) ( 896 ) Property and equipment, net $ 919 $ 1,193 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Lease Payments for Noncancelable Operating Leases | Future lease payments for our noncancelable operating leases as of December 31, 2022 and a reconciliation to the carrying amount of the operating lease liability presented in the consolidated balance sheet as of December 31, 2022 is as follows: Years Ending December 31, Amounts 2023 $ 1,043 2024 914 2025 950 2026 904 Total undiscounted payments due under operating leases 3,811 Less imputed interest ( 500 ) Total $ 3,311 Current operating lease liability $ 826 Non-current operating lease liability 2,485 Total $ 3,311 For comparable purposes, aggregate future minimum non-cancellable commitments under leases as of December 31, 2021, are as follows: Years Ending December 31, Amounts 2023 879 2024 914 2025 950 2026 904 Total $ 3,647 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: 2022 2021 Accrued bonus $ 2,819 $ 2,516 Accrued royalties 110 106 Accrued wages and benefits 1,281 421 Accrued clinical study expenses 292 363 Accrued consulting service expenses 401 766 Other accrued expenses 713 1,305 Total $ 5,616 $ 5,477 |
Corporate Bond (Tables)
Corporate Bond (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Amount of Corporate Bond | The carrying amount of the corporate bond is as follows: 2022 2021 Corporate Bond $ 5,000 $ 5,000 Unamortized discount on Corporate Bond ( 3,166 ) ( 3,362 ) Corporate Bond, net of discount $ 1,834 $ 1,638 |
Note Payable (Table)
Note Payable (Table) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Amount of Note Payable | At December 31, 2022 , the carrying amount of the note payable (excluding the current portion of $ 4,375 ) is as follows: Outstanding principal $ 15,000 Note payable, short term ( 4,375 ) Final payment 750 Unamortized debt issuance costs ( 933 ) Note payable, long term (net of debt issuance costs) $ 10,442 |
Future Minimum Principal Payments Due | Future minimum principal payments due under the Amended and Restated Loan and Security Agreement, excluding the Final Payment, are as follows: Years Ending December 31, 2023 4,375 2024 7,500 2025 3,125 Total $ 15,000 |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Capital Unit [Line Items] | |
Summary of Details of Legacy Convertible Preferred Stock Authorized Issued And Outstanding | The following table summarizes details of Legacy Convertible Preferred Stock authorized, issued and outstanding on the Closing Date immediately prior to the Business Combination: Legacy Convertible Preferred Series Par Value Authorized (1) Issued and Outstanding (1) Carrying Value (2) Series A-1 Convertible Preferred Stock $ 0.0001 4,604,762 4,604,762 $ — Series A-2 Convertible Preferred Stock 0.0001 5,096,403 5,096,403 7,128 Series B Convertible Preferred Stock 0.0001 8,451,448 8,451,448 41,854 Series C Convertible Preferred Stock 0.0001 9,228,686 9,228,686 67,904 Series D Convertible Preferred Stock 0.0001 20,721,430 15,936,919 186,065 Total 48,102,729 43,318,218 $ 302,951 (1) Shares authorized, shares issued and outstanding, and the conversion price/share have been adjusted to reflect the exchange of Legacy Convertible Preferred Stock for Akili, Inc. Common Stock at an exchange ratio of approximately 1.15 as a result of the Business Combination. (2) For the purpose of this calculation, the Series D redeemable convertible preferred stock continued to accrue dividends through the Closing Date and the adjusted total of Series D redeemable convertible preferred stock was multiplied by 150 % to determine the carrying value on the date of the Business Combination. |
Summary of Fair Value Of Warrants | The fair value of all option activity was estimated at the date of grant using a Black-Scholes model with the following weighted-average assumptions for the years ended December 31, 2022 and 2021: Year Ended 2022 2021 Fair value of Common Stock $ 5.03 $ 4.40 Expected volatility 99.19 % 98.73 % Expected term (in years) 5.93 4.88 Risk-free interest rate 3.34 % 0.81 % Expected dividend yield 0.00 % 0.00 % |
Loan and Security Agreement Warrants | |
Capital Unit [Line Items] | |
Summary of Fair Value Of Warrants | The Company determined the fair value of the warrants using the Black-Scholes option model with the following assumptions: Amended and Restated Loan and Security Agreement Warrants May 2021 June 2022 Fair value of common stock $ 3.82 $ 10.06 Expected volatility 95.00 % 96.56 % Expected term (in years) 10.00 8.91 Risk-free interest rate 1.56 % 3.23 % Expected dividend yield 0.00 % 0.00 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of Share-Based Compensation Expense | the expense related to Earn-Out Service Providers, is classified in the consolidated statements of operations and comprehensive loss as follows: Year Ended 2022 2021 Research and development $ 3,493 $ 1,340 Selling, general and administrative 5,816 3,573 Total $ 9,309 $ 4,913 |
Summary of Stock Option Activity and Related Information | Number of Weighted- Weighted- Aggregate Balance at December 31, 2021 8,667,093 $ 3.38 7.28 Granted 4,370,161 $ 5.03 Cancelled ( 729,985 ) $ 3.96 Exercised ( 116,299 ) $ 1.28 Balance at December 31, 2022 12,190,970 $ 3.98 7.36 $ 384 Exercisable December 31, 2022 6,707,064 $ 3.44 5.86 $ 384 Options vested and expected to vest, December 31, 2022 12,190,970 $ 3.98 7.36 $ 384 |
Summary of Stock Option Activity Weighted-Average Assumptions | The fair value of all option activity was estimated at the date of grant using a Black-Scholes model with the following weighted-average assumptions for the years ended December 31, 2022 and 2021: Year Ended 2022 2021 Fair value of Common Stock $ 5.03 $ 4.40 Expected volatility 99.19 % 98.73 % Expected term (in years) 5.93 4.88 Risk-free interest rate 3.34 % 0.81 % Expected dividend yield 0.00 % 0.00 % |
Summary of RSUs Activity | The following table summarizes RSU activity for the year ended December 31, 2022: Number of Weighted- Balance at December 31, 2021 — n/a Granted 858,559 $ 2.30 Vested ( 56,619 ) $ 2.30 Forfeited ( 539 ) $ 2.30 Balance at December 31, 2022 801,401 $ 2.30 |
Summary of PSUs activity | The following table summarizes PSU activity for the year ended December 31, 2022: Number of Weighted- Balance at December 31, 2021 — n/a Granted 4,554,408 $ 1.50 Vested — n/a Forfeited — n/a Balance at December 31, 2022 4,554,408 $ 1.50 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Fair Value Assets And Liabilities Measured On Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values: Fair Value Measurements as of December 31, 2022 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 32,829 $ - $ - $ 32,829 Short-term investments: United States treasuries 82,034 - - 82,034 Total assets $ 114,863 $ - $ - $ 114,863 Long-term liabilities: Earn-out liabilities - - 5,513 5,513 Total liabilities $ - $ - $ 5,513 $ 5,513 Fair Value Measurements as of December 31, 2021 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 61,510 $ — $ — $ 61,510 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Provision For Income Taxes | The provision for income taxes consists of the following components: Years Ended December 31, 2022 2021 Current Federal $ — $— State 19 - Total current expense (benefit) 19 - Deferred Federal - - State - - Total deferred expense (benefit) $ — $— Total tax recognized $ 19 $— |
Schedule of Effective Income Tax Rate Reconciliations | A reconciliation setting forth the differences between effective tax rate of the Company as well as the U.S. federal statutory tax rate is as follows: Years Ended December 31, 2022 2021 Benefit at federal statutory rate 21.00 % 21.00 % State taxes 54.48 % 3.41 % Credits 13.63 % 1.20 % Transaction costs ( 6.22 %) 0.00 % Gain on earn-out shares 218.69 % 0.00 % Share-based payment measurement ( 10.45 %) ( 0.57 %) Other 2.56 % ( 1.90 %) Change in valuation allowance ( 293.93 %) ( 23.14 %) Effective tax rate ( 0.24 %) 0.00 % |
Schedule of Components of Deferred Tax Assets And Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows: Years Ended December 31, 2022 2021 Deferred tax assets: Operating tax losses $ 55,350 $ 38,084 Research credits 7,416 5,920 Temporary differences 1,337 981 Research and development costs 4,823 - Start-up costs 2,197 - Lease liability 847 - Share based payments 3,298 1,902 Gross deferred tax assets 75,268 46,887 Valuation Allowance ( 74,010 ) ( 46,287 ) Deferred tax assets, Less: valuation allowance 1,258 600 Deferred tax liabilities: Right-of-use asset ( 664 ) - Other temporary differences ( 594 ) ( 600 ) Deferred tax liabilities ( 1,258 ) ( 600 ) Total $— $— |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: Year Ended 2022 2021 Numerator: Net loss $ ( 7,964 ) $ ( 61,348 ) Dividends on Series D convertible preferred stock ( 7,383 ) ( 6,660 ) Redemption value of Series D convertible preferred stock ( 3,692 ) ( 58,649 ) Net loss attributable to common stockholders - basic and diluted $ ( 19,039 ) $ ( 126,657 ) Denominator: Weighted average common stock outstanding 29,878,041 1,378,527 Net loss per share attributable to common stockholders - basic and diluted $ ( 0.64 ) $ ( 91.88 ) |
Summary of Computation of Diluted Net Loss Per Share Attributable to Common Stockholders Including Anti-dilutive Effect | The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: Year Ended 2022 2021 Series A-1 convertible preferred stock (as converted to Common Stock) - 4,000,000 Series A-2 convertible preferred stock (as converted to Common Stock) - 4,427,072 Series B convertible preferred stock (as converted to Common Stock) - 7,341,485 Series C convertible preferred stock (as converted to Common Stock) - 8,016,645 Series D convertible preferred stock (as converted to Common Stock) - 20,765,787 Warrants to purchase Common Stock 242,924 226,196 Stock options to purchase Common Stock 12,190,970 7,529,063 Earn-out shares 7,536,461 - Unvested RSUs 801,401 - Unvested PSUs 4,554,408 - Total 25,326,164 52,306,248 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Aug. 19, 2022 USD ($) shares | Dec. 31, 2022 USD ($) Segment $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | |
Organization, Consolidation and Presentation of Financial Statements [Lite Items] | |||
Number of business segments | Segment | 1 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Cash and cash equivalents and short term investments | $ 136,131 | ||
Undrawn debt cash and cash equivalents and short term investments | 10,000 | ||
Accumulated deficit | $ (240,288) | $ (226,114) | |
SCS | |||
Organization, Consolidation and Presentation of Financial Statements [Lite Items] | |||
Business combination, issuance of common shares | shares | 8,834 | 16,200,000 | |
Common stock, par value | $ / shares | $ 0.0001 | ||
Business acquisition share price | $ / shares | $ 10 | ||
Business combination amount | $ 162,000 | ||
Business combination merger included funds in trust account | 164,283 | ||
Business combination, transaction costs | $ 31,438 | $ 12,927 | |
Business combination exchange ratio | 115% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Company's Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 323 | $ 538 |
Product Revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 323 | 186 |
Collaboration Revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | $ 352 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Deferred revenue, revenue recognized | $ (323) | |
Advertising Expense | $ 7,861 | $ 12,889 |
Lease term description | Leases with terms greater than one-year are recognized on the consolidated balance sheets as right-of-use assets and lease liabilities and are measured at the present value of the fixed payments due over the expected lease term less the present value of any incentives, rebates or abatements we expect to receive from the lessor. | |
Lease, option to extend | Options to extend a lease are included in the expected lease term if exercise of the option is deemed reasonably certain. | |
Minimum percentage of tax benefit amount to measure tax positions realized upon settlement | 50% | |
Significant Customer | Customer concentration risk | Revenue | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Significant concentration | 0% | 65.40% |
ASU 2016-02 | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 | |
Change in accounting principle, accounting standards update, adopted | true | |
Change in accounting principle, accounting standards update, immaterial effect | true | |
Product Revenue | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Deferred revenue, revenue recognized | $ 96 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of estimated useful lives of property and equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Furniture and Fixtures | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful life | 5 years |
Furniture and Fixtures | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful life | 7 years |
Computer equipment and software | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful life | 3 years |
Office Equipment | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful life | 3 years |
Leasehold Improvements | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful life | 3 years |
Leasehold Improvements | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful life | 7 years |
Internal-use software | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful life | 2 years |
Internal-use software | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated useful life | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Contract Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Beginning balance | $ 96 |
Revenue recognized | (323) |
Revenue deferred | 333 |
Ending balance | $ 106 |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Aug. 19, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Earn-out shares, share price | $ 14.07 | $ 1.12 |
SCS | ||
Business Acquisition [Line Items] | ||
Business combination, common stock exchange ratio | 1.15% | |
Business combination, transaction related expenses and other costs | $ 31,438 | $ 12,927 |
Business combination transaction cost paid | 8,850 | |
Business combination additional transaction costs paid | $ 4,077 | |
SCS | Common Stock | ||
Business Acquisition [Line Items] | ||
Business combination, earn-out shares | 7,536,461 | |
Trading days | 20 days | |
Consecutive trading day period | 30 days | |
SCS | Common Stock | Tranche One | ||
Business Acquisition [Line Items] | ||
Earn-out shares, share price | $ 15 | |
SCS | Common Stock | Tranche Two | ||
Business Acquisition [Line Items] | ||
Earn-out shares, share price | 20 | |
SCS | Common Stock | Tranche Three | ||
Business Acquisition [Line Items] | ||
Earn-out shares, share price | $ 30 | |
SCS | Earn-out shares | ||
Business Acquisition [Line Items] | ||
Business combination, transaction related expenses and other costs | $ 3,046 |
Business Combination - Schedule
Business Combination - Schedule of Reconciles the Elements of Business Combination to Consolidated Statement of Cash Flows and Consolidated Statement of Changes in Equity (Details) - SCS $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Gross proceeds | $ 164,283 |
Transaction related expenses and other costs paid at Closing (of which $8,850 represent the Company's transaction costs) | 30,989 |
Transaction related expenses and other costs paid after Closing | (449) |
Net proceeds from the Business Combination | 132,845 |
PIPE Investors | |
Business Acquisition [Line Items] | |
Gross proceeds | 162,000 |
SCS Trust and Cash (Net of Redemptions) | |
Business Acquisition [Line Items] | |
Gross proceeds | $ 2,283 |
Business Combination - Schedu_2
Business Combination - Schedule of Reconciles the Elements of Business Combination to Consolidated Statement of Cash Flows and Consolidated Statement of Changes in Equity (Parenthetical) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
SCS | |
Business Acquisition [Line Items] | |
Business combination transaction cost paid | $ 8,850 |
Business Combination - Schedu_3
Business Combination - Schedule of Number of Shares of Common Stock Outstanding Immediately Following Closing (Details) - shares | Dec. 31, 2022 | Aug. 19, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 78,022,924 | 1,674,106 | |
SCS | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 77,858,746 | ||
SCS | SCS Public Stockholders | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 227,522 | ||
SCS | SCS Sponsor and Independent Director | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 6,890,000 | ||
SCS | Legacy Akili stockholders | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 54,541,224 | ||
SCS | PIPE Investors | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding | 16,200,000 |
Business Combination - Schedu_4
Business Combination - Schedule of Number of Shares of Common Stock Outstanding Immediately Following Closing (Parenthetical) (Details) - Legacy Akili stockholders - shares | Aug. 19, 2022 | Aug. 18, 2022 |
Business Acquisition [Line Items] | ||
Business combination, common stock exchange ratio | 1.15% | 1.15% |
Business combination, earn-out shares | 7,536,461 |
Business Combination - Schedu_5
Business Combination - Schedule of Change in Fair Value Recorded as Stock Compensation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Initial fair value of earn-out liabilities at date of Business Combination | $ 100,979 |
Change in fair value | (95,466) |
Fair value as of September 30, 2022 | 5,513 |
Earn-Out Shareholders | |
Business Acquisition [Line Items] | |
Initial fair value of earn-out liabilities at date of Business Combination | 87,512 |
Change in fair value | (82,734) |
Fair value as of September 30, 2022 | 4,778 |
Earn-Out Service Providers | |
Business Acquisition [Line Items] | |
Initial fair value of earn-out liabilities at date of Business Combination | 13,467 |
Change in fair value | (12,732) |
Fair value as of September 30, 2022 | $ 735 |
Option and Collaboration Agre_3
Option and Collaboration Agreements (Additional Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Dec. 19, 2018 | Oct. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | |
Shinogi And Company Limited [Member] | ||||||
Option And Collaboration Agreements [Line Items] | ||||||
Transaction price | $ 24,192 | |||||
Deferred revenue | $ 0 | |||||
Option And Collaboration Agreement [Member] | Shinogi And Company Limited [Member] | ||||||
Option And Collaboration Agreements [Line Items] | ||||||
Option and collaboration agreement beginning date | Dec. 19, 2018 | |||||
Option and collaboration agreement end date | Apr. 15, 2019 | |||||
Upfront payment received | $ 10,000 | |||||
Cash payment received to exercise the option | $ 10,000 | |||||
Upfront, nonrefundable payment | 10,000 | |||||
Commercial and milestone payments receivable | 105,000 | |||||
Cumulative upfront payment received | 10,000 | |||||
Cumulative payment received for option exercise | $ 10,000 | |||||
Modification in terms of the collaboration agreement fee received | $ 387 | |||||
Percentage of revenue recognized | 1.50% | |||||
Transaction price | $ 0 | $ 24,192 | ||||
Deferred revenue | 0 | $ 0 | ||||
License Development And Commercialization Agreement [Member] | Tali Digital Limited [Member] | ||||||
Option And Collaboration Agreements [Line Items] | ||||||
Payments for out of pocket costs | 98 | |||||
Payments for milestones | 0 | |||||
Payments for royalties | $ 0 | |||||
License Development And Commercialization Agreement [Member] | Tali Digital Limited [Member] | Specified Development Milestone [Member] | ||||||
Option And Collaboration Agreements [Line Items] | ||||||
Target Based Milestone Amount Payable | $ 2,000 | |||||
License Development And Commercialization Agreement [Member] | Tali Digital Limited [Member] | Specified Commercialization Milestone [Member] | ||||||
Option And Collaboration Agreements [Line Items] | ||||||
Target Based Milestone Amount Payable | $ 35,500 |
Option and Collaboration Agre_4
Option and Collaboration Agreements - Summary of Total Transaction Price of the Collaboration Agreement (Details) - Shinogi And Company Limited $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Details Of Allocation Of Transaction Price In Respect Of Performance Obligation And Revenue Recognition [Line Items] | |
Transaction price | $ 24,192 |
Less: Revenue recognized | (24,192) |
Deferred revenue | 0 |
Option Period Payment [Member] | |
Details Of Allocation Of Transaction Price In Respect Of Performance Obligation And Revenue Recognition [Line Items] | |
Transaction price | 10,000 |
Exercise Agreement Payment [Member] | |
Details Of Allocation Of Transaction Price In Respect Of Performance Obligation And Revenue Recognition [Line Items] | |
Transaction price | 10,000 |
Discount On Issuance Of Corporate Bond [Member] | |
Details Of Allocation Of Transaction Price In Respect Of Performance Obligation And Revenue Recognition [Line Items] | |
Transaction price | 3,805 |
Contract Modification [Member] | |
Details Of Allocation Of Transaction Price In Respect Of Performance Obligation And Revenue Recognition [Line Items] | |
Transaction price | $ 387 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense Current [Abstract] | ||
Deferred issuance costs | $ 572 | |
Prepaid clinical trials | $ 697 | 872 |
Prepaid insurance | 1,892 | 81 |
Other current assets | 1,976 | 975 |
Prepaid expenses and other current assets | $ 4,565 | $ 2,500 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 2,123 | $ 2,089 |
Less: accumulated depreciation and amortization | (1,204) | (896) |
Property and equipment, net | 919 | 1,193 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 184 | 184 |
Computer Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 477 | 443 |
Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 60 | 60 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 975 | 975 |
Capitalized Internal-Use Software Costs | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 427 | $ 427 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | ||
Depreciation and amortization expense | $ 308 | $ 279 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2022 ft² Floor | Dec. 31, 2022 USD ($) ft² City | Dec. 31, 2021 USD ($) | |
Commitments and Contingencies [Line Items] | |||
Number of cities leases office space under operating leases operates | City | 2 | ||
Rent expense | $ 1,026 | $ 1,116 | |
Net cash paid for operating lease liability | $ 845 | ||
Lease term | 3 years 8 months 12 days | ||
Operating lease borrowing rate | 7.3 | ||
Security Deposit | Restricted Cash | |||
Commitments and Contingencies [Line Items] | |||
Letter of credit | $ 250 | ||
Massachusetts | |||
Commitments and Contingencies [Line Items] | |||
Number of rental floor | Floor | 1 | ||
Lessee area of operating lease | ft² | 4,000 | ||
Operating lease expiration period | 2023-12 | ||
California | |||
Commitments and Contingencies [Line Items] | |||
Lessee area of operating lease | ft² | 43,600 | ||
Operating lease expiration period | 2026-11 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Lease Payments for Noncancelable Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 | $ 1,043 | $ 879 |
2024 | 914 | 914 |
2025 | 950 | 950 |
2026 | 904 | 904 |
Total undiscounted payments due under operating leases | 3,811 | |
Less imputed interest | (500) | |
Total | 3,311 | $ 3,647 |
Current operating lease liability | 826 | |
Non-current operating lease liability | $ 2,485 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables And Accruals [Abstract] | ||
Accrued bonus | $ 2,819 | $ 2,516 |
Accrued royalties | 110 | 106 |
Accrued wages and benefits | 1,281 | 421 |
Accrued clinical study expenses | 292 | 363 |
Accrued consulting service expenses | 401 | 766 |
Other accrued expenses | 713 | 1,305 |
Total | $ 5,616 | $ 5,477 |
Corporate Bond - Additional Inf
Corporate Bond - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Corporate bond | $ 5,000,000 | $ 5,000,000 | |
Corporate Bond Securities | |||
Debt Instrument [Line Items] | |||
Amortization expense | $ 196,000 | $ 175,000 | |
Corporate Bond Securities | Option And Collaboration Agreement | |||
Debt Instrument [Line Items] | |||
Estimated market rate of interest | 12% | ||
Maturity date of corporate bond | Nov. 10, 2031 | ||
Fixed interest rate | 0% | ||
Initial discount on corporate bond | $ 3,805 | ||
Corporate Bond Securities | Shinogi And Company Limited | Option And Collaboration Agreement | |||
Debt Instrument [Line Items] | |||
Corporate bond | $ 5,000 |
Corporate Bond - Schedule Of Su
Corporate Bond - Schedule Of Subordinated Borrowing (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Subordinated Borrowings [Abstract] | ||
Corporate bond | $ 5,000 | $ 5,000 |
Unamortized discount on corporate bond | (3,166) | (3,362) |
Corporate bond, net of discount | $ 1,834 | $ 1,638 |
Note Payable - Additional Infor
Note Payable - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2022 | May 25, 2021 | Dec. 31, 2022 | Jun. 30, 2022 | May 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||||||||
Repayment of notes payable | $ 2,000,000 | |||||||
Loss on extinguishment of debt | 181,000 | |||||||
Warrants outstanding to purchase common stock | 242,924 | 242,924 | ||||||
Interest expense, debt | $ 1,484,000 | 465,000 | ||||||
Selling, general and administrative expense | $ 61,701,000 | $ 42,668,000 | ||||||
Interest rate | 11.30% | 11.30% | 7% | |||||
Weighted average interest rate | 9.20% | 9.20% | 7% | |||||
Note payable, short term | $ 4,375,000 | $ 4,375,000 | ||||||
Tranche 1 Available at Any Time Through June 30, 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Current borrowing capacity | $ 30,000,000 | |||||||
Loan and Security Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayment of notes payable | 2,000,000 | |||||||
Loss on extinguishment of debt | $ 181,000 | |||||||
Maximum borrowing capacity | 50,000,000 | |||||||
Loan borrowed | $ 10,000,000 | $ 5,000,000 | ||||||
Debt frequency of payment | 24 equal monthly payments | |||||||
Maturity date of agreement | May 01, 2025 | |||||||
Debt interest rate | 7% | |||||||
Debt issuance costs | 559,000 | 782,000 | ||||||
Debt instrument final payment rate | 5% | 5% | ||||||
Final Payment | 250,000 | 500,000 | ||||||
Issuance of fully-vested warrants to purchase shares of common stock | 84,352 | |||||||
Aggregate term loan advances exceed amount | $ 5,000,000 | |||||||
Portion of loan amount | $ 45,000,000 | $ 45,000,000 | ||||||
Exercise price per share | $ 3.82 | |||||||
Estimated fair value of common warrants issued | $ 282,000 | $ 268,000 | ||||||
Warrants outstanding to purchase common stock | 140,586 | 31,242 | 140,586 | |||||
Outstanding principal amount | $ 15,000,000 | $ 15,000,000 | $ 15,000,000 | |||||
Interest expense, debt | 341,000 | 306,000 | ||||||
Selling, general and administrative expense | $ 210,000 | $ 138,000 | ||||||
Loan and Security Agreement | Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable interest rate | 3.75% | |||||||
Loan and Security Agreement | Tranche 1 | ||||||||
Debt Instrument [Line Items] | ||||||||
Current borrowing capacity | 35,000,000 | |||||||
Amount drawn mandatory upon closing date | 5,000,000 | |||||||
Minimum aggregate original principal amount drawn prior to June 30, 2022 | 15,000,000 | |||||||
Minimum amount of increments required to be taken | 5,000,000 | |||||||
Loan and Security Agreement | Tranche 2 Available if Company Achieved Certain Revenue Milestones on or Prior to December 31, 2022 or Prior to an Event of Default | ||||||||
Debt Instrument [Line Items] | ||||||||
Current borrowing capacity | 5,000,000 | |||||||
Loan and Security Agreement | Tranche 3 Available Based on Satisfaction of Certain Conditions on or Prior to December 31, 2022 or Prior to an Event of Default | ||||||||
Debt Instrument [Line Items] | ||||||||
Current borrowing capacity | $ 10,000,000 | |||||||
Loan and Security Agreement | Repaid on or Prior to May 25, 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment fee percentage | 3% | |||||||
Loan and Security Agreement | Repaid after May 25, 2022, but on or Prior to May 25, 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment fee percentage | 2% | |||||||
Loan and Security Agreement | Repaid after May 25, 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment fee percentage | 1% | |||||||
Joinder and First Loan Modification Agreement | Tranche 1 | ||||||||
Debt Instrument [Line Items] | ||||||||
Decrease in principal amount of debt | $ 35,000,000 | 25,000,000 | ||||||
Joinder and First Loan Modification Agreement | Tranche 3 Available Based on Satisfaction of Certain Conditions on or Prior to December 31, 2022 or Prior to an Event of Default | ||||||||
Debt Instrument [Line Items] | ||||||||
Increase in principal amount of debt | $ 10,000 | $ 20,000 |
Note Payable - Schedule of Carr
Note Payable - Schedule of Carrying Amount of Note Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Note payable, short term | $ (4,375) | |
Note payable, long term (net of debt issuance costs) | 10,442 | $ 4,784 |
Note Payable | ||
Debt Instrument [Line Items] | ||
Outstanding principal | 15,000 | |
Note payable, short term | (4,375) | |
Final payment | 750 | |
Unamortized debt issuance costs | (933) | |
Note payable, long term (net of debt issuance costs) | $ 10,442 |
Note Payable - Future Minimum P
Note Payable - Future Minimum Principal Payments Due (Details) - Loan and Security Agreement - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Debt Instrument [Line Items] | ||
2023 | $ 4,375 | |
2024 | 7,500 | |
2025 | 3,125 | |
Outstanding principal | $ 15,000 | $ 15,000 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Aug. 19, 2022 | Aug. 18, 2022 | Jun. 30, 2022 | May 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 1,000,000,000 | 63,315,481 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Redeemable convertible preferred stock, shares authorized | 48,102,729 | 100,000,000 | 48,102,729 | |||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 78,022,924 | 1,674,106 | ||||
Common stock, shares outstanding | 78,022,924 | 1,674,106 | ||||
Warrants outstanding to purchase common stock | 242,924 | |||||
Redeemable convertible preferred stock, shares issued | 43,318,218 | 0 | 43,318,218 | |||
Redeemable convertible preferred stock, shares outstanding | 43,318,218 | 0 | 43,318,218 | |||
Number of vote for each share of common stock | 1 | |||||
Threshold gross proceeds for mandatory conversion | $ 75,000 | |||||
Loan and Security Agreement Warrants | ||||||
Class of Stock [Line Items] | ||||||
Warrants outstanding to purchase common stock | 31,242 | 224,938 | ||||
Number of shares vested and exercisable | 84,350 | 17,986 | ||||
Estimated fair value of common warrants issued | $ 282,000 | $ 268,000 | ||||
Exercise price per share | $ 3.82 | $ 5.95 | ||||
Legacy Akili stockholders | ||||||
Class of Stock [Line Items] | ||||||
Business combination, common stock exchange ratio | 1.15% | 1.15% | ||||
2022 Employee Stock Purchase plan | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares issued | 0 | |||||
Percentage of lower of fair market value of stock | 85% | |||||
Maximum offering period | 27 months | |||||
Limitation on employee payroll deductions percentage | 15% | |||||
Employee purchase of stock maximum amount | $ 25,000 | |||||
Common stock reserved for future issuance | 1,167,881 | |||||
Percentage of outstanding shares issued and outstanding | 1% | |||||
Series A-1 Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, shares authorized | 4,604,762 | |||||
Redeemable convertible preferred stock, par value | $ 0.0001 | |||||
Redeemable convertible preferred stock, shares issued | 4,604,762 | |||||
Redeemable convertible preferred stock, shares outstanding | 4,604,762 | |||||
Temporary equity conversion price per share | $ 1 | |||||
Liquidation preference amount paid out of assets available for distributions plus dividends declared price per share | 1 | |||||
Series A-2 Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, shares authorized | 5,096,403 | |||||
Redeemable convertible preferred stock, par value | $ 0.0001 | |||||
Redeemable convertible preferred stock, shares issued | 5,096,403 | |||||
Redeemable convertible preferred stock, shares outstanding | 5,096,403 | |||||
Temporary equity conversion price per share | 1.995 | |||||
Liquidation preference amount paid out of assets available for distributions plus dividends declared price per share | 1.995 | |||||
Series B Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, shares authorized | 8,451,448 | |||||
Redeemable convertible preferred stock, par value | $ 0.0001 | |||||
Redeemable convertible preferred stock, shares issued | 8,451,448 | |||||
Redeemable convertible preferred stock, shares outstanding | 8,451,448 | |||||
Temporary equity conversion price per share | 5.7699 | |||||
Liquidation preference amount paid out of assets available for distributions plus dividends declared price per share | 5.7699 | |||||
Series C Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, shares authorized | 9,228,686 | |||||
Redeemable convertible preferred stock, par value | $ 0.0001 | |||||
Redeemable convertible preferred stock, shares issued | 9,228,686 | |||||
Redeemable convertible preferred stock, shares outstanding | 9,228,686 | |||||
Temporary equity conversion price per share | 8.5073 | |||||
Liquidation preference amount paid out of assets available for distributions plus dividends declared price per share | 8.5073 | |||||
Series D Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, shares authorized | 20,721,430 | |||||
Redeemable convertible preferred stock, par value | $ 0.0001 | |||||
Redeemable convertible preferred stock, shares issued | 15,936,919 | |||||
Redeemable convertible preferred stock, shares outstanding | 15,936,919 | |||||
Temporary equity conversion price per share | $ 8.426854 | |||||
Percentage of preferred stock redeemable at aggregate of original purchase price | 150% | |||||
Preferred stock cumulative redemption value adjustment amount | $ 62,341,000 | |||||
Percentage of liquidation preference entitled to be paid out of assets available for distributions at aggregate of original purchase price | 150% | |||||
Preferred stock redemption description | The Series D preferred stock were redeemable at the option of the holders of a majority of the outstanding Series D commencing any time after the three-year anniversary of the closing date at a price equal to 150% of the aggregate of the original purchase price plus all accrued and declared, but unpaid dividends. Upon a redemption request, all Series D shares shall be redeemed except for any Series D holders who affirmatively opt-out. | |||||
Preferred stock redeemable after completion of years | 3 years | |||||
Liquidation preference amount paid out of assets available for distributions plus dividends declared price per share | $ 8.426854 | |||||
Preferred stock annual rate of dividend | 10% | |||||
Preferred stock amount of dividend declared | $ 7,383 | $ 6,660 | ||||
Preferred stock shares outstanding | 1,008,596 | 790,350 |
Capital Stock - Summary of Deta
Capital Stock - Summary of Details of Legacy Convertible Preferred Stock Authorized Issued And Outstanding (Details) - USD ($) | Dec. 31, 2022 | Aug. 18, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | |||
Par Value | $ 0.0001 | $ 0.0001 | |
Authorized | 100,000,000 | 48,102,729 | 48,102,729 |
Issued | 0 | 43,318,218 | 43,318,218 |
Outstanding | 0 | 43,318,218 | 43,318,218 |
Carrying Value | $ 302,951 | $ 291,876,000 | |
Series A-1 Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Par Value | $ 0.0001 | ||
Authorized | 4,604,762 | ||
Issued | 4,604,762 | ||
Outstanding | 4,604,762 | ||
Series A-2 Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Par Value | $ 0.0001 | ||
Authorized | 5,096,403 | ||
Issued | 5,096,403 | ||
Outstanding | 5,096,403 | ||
Carrying Value | $ 7,128 | ||
Series B Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Par Value | $ 0.0001 | ||
Authorized | 8,451,448 | ||
Issued | 8,451,448 | ||
Outstanding | 8,451,448 | ||
Carrying Value | $ 41,854 | ||
Series C Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Par Value | $ 0.0001 | ||
Authorized | 9,228,686 | ||
Issued | 9,228,686 | ||
Outstanding | 9,228,686 | ||
Carrying Value | $ 67,904 | ||
Series D Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Par Value | $ 0.0001 | ||
Authorized | 20,721,430 | ||
Issued | 15,936,919 | ||
Outstanding | 15,936,919 | ||
Carrying Value | $ 186,065 |
Capital Stock - Summary of De_2
Capital Stock - Summary of Details of Legacy Convertible Preferred Stock Authorized Issued And Outstanding (Parenthetical) (Details) | Aug. 19, 2022 | Aug. 18, 2022 |
Legacy Akili stockholders | ||
Temporary Equity [Line Items] | ||
Business combination, common stock exchange ratio | 1.15% | 1.15% |
Series D Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Percentage to determine carrying value | 150% |
Capital Stock - Summary of Fair
Capital Stock - Summary of Fair Value Of Warrants (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | May 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||||
Fair value of common stock | $ 5.03 | $ 4.40 | ||
Expected volatility | 99.19% | 98.73% | ||
Expected term (in years) | 5 years 11 months 4 days | 4 years 10 months 17 days | ||
Risk-free interest rate | 3.34% | 0.81% | ||
Expected dividend yield | 0% | 0% | ||
Loan and Security Agreement Warrants | ||||
Temporary Equity [Line Items] | ||||
Fair value of common stock | $ 10.06 | $ 3.82 | ||
Expected volatility | 96.56% | 95% | ||
Expected term (in years) | 8 years 10 months 28 days | 10 years | ||
Risk-free interest rate | 3.23% | 1.56% | ||
Expected dividend yield | 0% | 0% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Nov. 02, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 19, 2022 | |
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||||
Cash outflows related to the payment of withholding taxes for vested RSUs | $ 28 | |||
Stock-based compensation | $ 9,309 | $ 4,913 | ||
Weighted average grant-date fair value of stock options granted to employees | $ 3.94 | $ 3.39 | ||
Aggregate intrinsic value of stock option awards exercised | $ 504 | $ 1,040 | ||
Closing stock price | $ 1.12 | $ 14.07 | ||
Risk-free interest rate | 3.34% | 0.81% | ||
Expected term (in years) | 5 years 11 months 4 days | 4 years 10 months 17 days | ||
Expected volatility | 99.19% | 98.73% | ||
Expected dividend yield | 0% | 0% | ||
Restricted Stock Units (RSUs) | ||||
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||||
Cash outflows related to the payment of withholding taxes for vested RSUs | $ 28 | |||
Vesting percentage | 25% | |||
Unrecognized compensation cost related to unvested stock options/RSUs/PSUs grants to employees | $ 1,667 | |||
Unrecognized compensation cost, expected to be recognized over a weighted-average period | 3 years 1 month 6 days | |||
Stock Options | ||||
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||||
Vesting percentage | 25% | |||
Expiration period (in years) | 10 years | |||
Vesting period | 3 years | |||
Unrecognized compensation cost related to unvested stock options/RSUs/PSUs grants to employees | $ 17,152 | |||
Unrecognized compensation cost, expected to be recognized over a weighted-average period | 2 years 9 months 18 days | |||
Performance Stock Units (PSUs) | ||||
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||||
Vesting period | 5 years | |||
Unrecognized compensation cost related to unvested stock options/RSUs/PSUs grants to employees | $ 6,405 | |||
Unrecognized compensation cost, expected to be recognized over a weighted-average period | 2 years 7 months 6 days | |||
Number of trading days subject to achievement of specified performance goals | 30 days | |||
Closing stock price | $ 2.30 | |||
Risk-free interest rate | 4.30% | |||
Expected term (in years) | 5 years | |||
Expected volatility | 95% | |||
Expected dividend yield | 0% | |||
Tranche One | Restricted Stock Units (RSUs) | ||||
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||||
Vesting percentage | 16.67% | |||
Vesting period | 3 years | |||
Tranche One | Stock Options | ||||
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||||
Vesting percentage | 33.33% | |||
Vesting period | 3 years | |||
Tranche Two | Restricted Stock Units (RSUs) | ||||
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||||
Vesting percentage | 25% | |||
Vesting period | 3 months | |||
Tranche Two | Stock Options | ||||
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||||
Vesting percentage | 16.67% | |||
Vesting period | 3 years | |||
Tranche Three | Restricted Stock Units (RSUs) | ||||
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||||
Vesting percentage | 12.50% | |||
Vesting period | 6 months | |||
Tranche Three | Stock Options | ||||
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||||
Vesting percentage | 12.50% | |||
Vesting period | 4 years | |||
Earn-Out Shares to Earn-Out Service Provider | ||||
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||||
Stock-based compensation | $ 735 | |||
2022 Stock Option and Incentive Plan | ||||
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | ||||
Common stock reserved for future issuance | 12,813,781 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 9,309 | $ 4,913 |
Research and Development | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 3,493 | 1,340 |
Selling, General and Administrative | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 5,816 | $ 3,573 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity and Related Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of Options, Beginning Balance | 8,667,093 | |
Number of Options, Granted | 4,370,161 | |
Number of Options, Cancelled | (729,985) | |
Number of Options, Exercised | (116,299) | |
Number of Options, Ending Balance | 12,190,970 | 8,667,093 |
Number of Options, Exercisable | 6,707,064 | |
Number of Options, Options Vested and Expected to Vest | 12,190,970 | |
Weighted Average Exercise Price Per Share, Beginning Balance | $ 3.38 | |
Weighted Average Exercise Price Per Share, Granted | 5.03 | |
Weighted Average Exercise Price Per Share, Cancelled | 3.96 | |
Weighted Average Exercise Price Per Share, Exercised | 1.28 | |
Weighted Average Exercise Price Per Share, Ending Balance | 3.98 | $ 3.38 |
Weighted Average Exercise Price Per Share, Exercisable | 3.44 | |
Weighted Average Exercise Price Per Share, Options Vested and Expected to Vest | $ 3.98 | |
Weighted Average Remaining Contractual Term (in Years), Balance | 7 years 4 months 9 days | 7 years 3 months 10 days |
Weighted Average Remaining Contractual Term (in Years), Exercisable | 5 years 10 months 9 days | |
Weighted Average Remaining Contractual Term (in Years), Options vested and expected to vest | 7 years 4 months 9 days | |
Aggregate Intrinsic Value, Balance | $ 384 | |
Aggregate Intrinsic Value, Exercisable | 384 | |
Aggregate Intrinsic Value, Options vested and expected to vest | $ 384 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock Option Activity Weighted Average Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Fair value of common stock | $ 5.03 | $ 4.40 |
Expected volatility | 99.19% | 98.73% |
Expected term (in years) | 5 years 11 months 4 days | 4 years 10 months 17 days |
Risk-free interest rate | 3.34% | 0.81% |
Expected dividend yield | 0% | 0% |
Stock-Based Compensation - The
Stock-Based Compensation - The Summary of RSU and PSU Activity (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Restricted Stock Units (RSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Granted | shares | 858,559 |
Vested | shares | (56,619) |
Forfeited | shares | (539) |
Ending Balance | shares | 801,401 |
Granted, Weighted-Average Grant Date Fair Value | $ / shares | $ 2.30 |
Vested, Weighted-Average Grant Date Fair Value | $ / shares | 2.30 |
Forfeited, Weighted-Average Grant Date Fair Value | $ / shares | 2.30 |
Ending Balance, Weighted-Average Grant Date Fair Value | $ / shares | $ 2.30 |
Performance Stock Units (PSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Granted | shares | 4,554,408 |
Ending Balance | shares | 4,554,408 |
Granted, Weighted-Average Grant Date Fair Value | $ / shares | $ 1.50 |
Ending Balance, Weighted-Average Grant Date Fair Value | $ / shares | $ 1.50 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Fair Value of Assets and Liabilities on a Recurring Basis (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Short-term investments | $ 82,034,000 | |
Fair Value, Measurements, Recurring | ||
Assets | ||
Total assets | 114,863,000 | |
Long-term liabilities: | ||
Total liabilities | 5,513,000 | $ 0 |
Fair Value, Measurements, Recurring | Earn-Out Liabilities | ||
Long-term liabilities: | ||
Total liabilities | 5,513,000 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Assets | ||
Total assets | 114,863,000 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | ||
Long-term liabilities: | ||
Total liabilities | 5,513,000 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | Earn-Out Liabilities | ||
Long-term liabilities: | ||
Total liabilities | 5,513,000 | |
Fair Value, Measurements, Recurring | Money Market Funds | ||
Assets | ||
Cash equivalents | 32,829,000 | 61,510,000 |
Fair Value, Measurements, Recurring | Money Market Funds | Fair Value, Inputs, Level 1 | ||
Assets | ||
Cash equivalents | 32,829,000 | $ 61,510,000 |
Fair Value, Measurements, Recurring | US Treasury Securities | ||
Assets | ||
Short-term investments | 82,034,000 | |
Fair Value, Measurements, Recurring | US Treasury Securities | Fair Value, Inputs, Level 1 | ||
Assets | ||
Short-term investments | $ 82,034,000 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Aug. 19, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Fair value, transfers of financial instruments between levels | $ 0 | $ 0 | |
Unrealized losses on short-term Investments in other comprehensive loss | $ (21,000) | ||
Earn-out shares, share price | $ 14.07 | $ 1.12 | |
Earn-out shares, expected contractual term | 5 years | ||
Earn-out shares, expected volatility rate | 100% | 119.90% | |
Earn-out shares, expected dividend yield | 0% | ||
Triggering Event I | |||
Business Acquisition [Line Items] | |||
Earn-out shares, share price | $ 15 | ||
Triggering Event II | |||
Business Acquisition [Line Items] | |||
Earn-out shares, share price | 20 | ||
Triggering Event III | |||
Business Acquisition [Line Items] | |||
Earn-out shares, share price | $ 30 | ||
US Treasury Securities | |||
Business Acquisition [Line Items] | |||
Earn-out shares, risk-free interest rate | 3.10% | 4% | |
Fair Value, Measurements, Recurring | |||
Business Acquisition [Line Items] | |||
Liabilities, fair value | $ 5,513,000 | $ 0 | |
Short-Term Investments | US Treasury Securities | Maximum | |||
Business Acquisition [Line Items] | |||
Original maturities term of investments from date of purchase | 1 year | 1 year | |
Short-Term Investments | US Treasury Securities | Minimum | |||
Business Acquisition [Line Items] | |||
Original maturities term of investments from date of purchase | 3 months | 3 months | |
Cash And Cash Equivalents | Money Market Funds | Maximum | |||
Business Acquisition [Line Items] | |||
Original maturities term of investments from date of purchase | 90 days | 90 days |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision for Income Taxes (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Current | |
Federal | $ 0 |
State | 19 |
Total current expense (benefit) | 19 |
Deferred | |
Federal | 0 |
State | 0 |
Total deferred expense (benefit) | 0 |
Total tax recognized | $ 19 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliations (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Benefit at federal statutory rate | 21% | 21% |
State taxes | 54.48% | 3.41% |
Credits | 13.63% | 1.20% |
Transaction costs | (6.22%) | 0% |
Gain on earn-out shares | 218.69% | 0% |
Share-based payment measurement | (10.45%) | (0.57%) |
Other | 2.56% | (1.90%) |
Change in valuation allowance | (293.93%) | (23.14%) |
Effective tax rate | (0.24%) | 0% |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Operating tax losses | $ 55,350 | $ 38,084 |
Research credits | 7,416 | 5,920 |
Temporary differences | 1,337 | 981 |
Research and development costs | 4,823 | |
Start-up costs | 2,197 | |
Lease liability | 847 | |
Share based payments | 3,298 | 1,902 |
Gross deferred tax assets | 75,268 | 46,887 |
Valuation Allowance | (74,010) | (46,287) |
Deferred tax assets, Less: valuation allowance | 1,258 | 600 |
Deferred tax liabilities: | ||
Right-of-use asset | (664) | |
Other temporary differences | (594) | (600) |
Deferred tax liabilities | $ (1,258) | $ (600) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | ||
Deferred tax assets operating loss carryforwards | $ 228,294,000 | |
Deferred tax assets operating loss carryforwards subject to expiration | 31,208,000 | |
Deferred tax assets operating loss carryforwards not subject to expiration | 197,086,000 | |
Deferred tax assets operating loss carryforwards state | 120,655,000 | |
Net change in the valuation allowance | 27,723,000 | $ 14,197,000 |
Capitalized research and development expenses | 20,859,000 | |
Unrecognized tax benefits | $ 0 | $ 0 |
U.S. | ||
Income Tax Contingency [Line Items] | ||
Amortized research and development expenses period | 5 years | |
Outside U.S. | ||
Income Tax Contingency [Line Items] | ||
Amortized research and development expenses period | 15 years | |
Reserach and Development tax credit carryforward | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards expiration year | 2039 | |
Federal | ||
Income Tax Contingency [Line Items] | ||
Deferred tax assets tax credits carryforwards | $ 5,509,000 | |
Net operating loss carryforwards expiration year | 2031 | |
State | ||
Income Tax Contingency [Line Items] | ||
Deferred tax assets tax credits carryforwards | $ 2,414,000 | |
Deferred tax assets tax credits carryforwards investment | $ 2,000 | |
Net operating loss carryforwards expiration year | 2031 | |
State | Reserach and Development tax credit carryforward | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards expiration year | 2033 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss | $ (7,964) | $ (61,348) |
Dividends on Series D convertible preferred stock | (7,383) | (6,660) |
Redemption value of Series D convertible preferred stock | (3,692) | (58,649) |
Net loss attributable to common stockholders - basic | (19,039) | (126,657) |
Net loss attributable to common stockholders - diluted | $ (19,039) | $ (126,657) |
Denominator: | ||
Weighted average common shares outstanding, Basic | 29,878,041 | 1,378,527 |
Weighted average common shares outstanding - diluted | 29,878,041 | 1,378,527 |
Net loss per share attributable to common stockholders - basic | $ (0.64) | $ (91.88) |
Net loss per share attributable to common stockholders - diluted | $ (0.64) | $ (91.88) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Computation of Diluted Net Loss Per Share Attributable to Common Stockholders Including Anti-dilutive Effect (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 25,326,164 | 52,306,248 |
Series A-1 Convertible Preferred Stock (as Converted to Common Stock) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 4,000,000 | |
Series A-2 Convertible Preferred Stock (as Converted to Common Stock) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 4,427,072 | |
Series B Convertible Preferred Stock (as Converted to Common Stock) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 7,341,485 | |
Series C Convertible Preferred Stock (as Converted to Common Stock) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 8,016,645 | |
Series D Convertible Preferred Stock (as Converted to Common Stock) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 20,765,787 | |
Warrants to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 242,924 | 226,196 |
Stock Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 12,190,970 | 7,529,063 |
Earn-out shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 7,536,461 | |
Unvested RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 801,401 | |
Unvested PSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 4,554,408 |
Employee Benefit Plan (Addition
Employee Benefit Plan (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Postemployment Retirement Benefits [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plan, employer contribution | $ 784 | $ 459 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | 12 Months Ended | |
Jan. 12, 2023 Employees | Dec. 31, 2022 shares | |
Subsequent Event [Line Items] | ||
Awards granted | 4,370,161 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Restructuring operations announcement date | Jan. 12, 2023 | |
Number of employees related to restructuring | Employees | 46 | |
Percentage of employee base at time of restructuring | 30% | |
Maximum | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Restructuring operations description | On January 12, 2023, the Company announced a restructuring of its operations and a reduction in workforce due to the macroeconomic environment. As a result of the restructuring, the Company will incur a restructuring charge associated primarily with severance and other benefits related to 46 employees, representing approximately 30% of the employee base at the time of the restructuring. The costs associated with the restructuring will be recorded in the quarter ended March 31, 2023. | |
Restricted Stock Units (RSUs) | ||
Subsequent Event [Line Items] | ||
Restricted awards granted | 858,559 |