Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Akili, Inc. |
Entity Central Index Key | 0001850266 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 40,638 | $ 76,899 | $ 18,528 |
Restricted cash | 305 | 305 | 305 |
Short-term investments | 4,987 | ||
Accounts receivable | 17 | 29 | 8 |
Prepaid expenses and other current assets | 5,328 | 2,500 | 314 |
Total current assets | 51,275 | 79,733 | 19,155 |
Property and equipment, net | 1,054 | 1,193 | 1,004 |
Deposits | 22 | ||
Operating lease right-of-use asset | 2,686 | ||
Prepaid expenses and other long-term assets | 11 | ||
Total assets | 55,015 | 80,937 | 20,181 |
Current liabilities: | |||
Accounts payable | 4,309 | 2,345 | 876 |
Accrued expenses and other current liabilities | 5,044 | 5,477 | 2,445 |
Deferred revenue | 109 | 96 | 369 |
Deferred rent, short term | 9 | 123 | 121 |
Operating lease liability | 625 | ||
Note payable, short term | 625 | 114 | |
Total current liabilities | 10,721 | 8,041 | 3,925 |
Note payable, long term | 14,213 | 4,784 | 1,814 |
Operating lease liability, net of current portion | 2,832 | ||
Corporate bond, net of bond discount | 1,735 | 1,638 | 1,462 |
Deferred rent, long term | 712 | 774 | |
Other long-term liabilities | 222 | ||
Total liabilities | 29,501 | 15,175 | 8,197 |
Commitments and contingencies | |||
Stockholders' deficit: | |||
Common stock, $0.0001 par value: 55,000,000 shares authorized at June 30, 2022 and December 31, 2021; 1,482,520 and 1,454,239 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 0 | 0 | |
Additional paid-in capital | 9,905 | ||
Accumulated deficit | (275,033) | (226,114) | (114,807) |
Accumulated other comprehensive loss | (7) | ||
Total stockholders' deficit | (275,040) | (226,114) | (104,902) |
Total liabilities, redeemable convertible preferred stock and stockholders' deficit | 55,015 | 80,937 | 20,181 |
Series A-1 [Member] | |||
Redeemable convertible preferred stock, $ 0.0001 par value—authorized 41,785,202 shares: | |||
Temporary equity, carrying amount, attributable to parent | 0 | 0 | 0 |
Series A-2 [Member] | |||
Redeemable convertible preferred stock, $ 0.0001 par value—authorized 41,785,202 shares: | |||
Temporary equity, carrying amount, attributable to parent | 7,128 | 7,128 | 7,128 |
Series B [Member] | |||
Redeemable convertible preferred stock, $ 0.0001 par value—authorized 41,785,202 shares: | |||
Temporary equity, carrying amount, attributable to parent | 41,854 | 41,854 | 41,854 |
Series C [Member] | |||
Redeemable convertible preferred stock, $ 0.0001 par value—authorized 41,785,202 shares: | |||
Temporary equity, carrying amount, attributable to parent | 67,904 | 67,904 | 67,904 |
Series D [Member] | |||
Redeemable convertible preferred stock, $ 0.0001 par value—authorized 41,785,202 shares: | |||
Temporary equity, carrying amount, attributable to parent | $ 183,668 | $ 174,990 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 41,785,202 | 41,785,202 | 41,785,202 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 55,000,000 | 55,000,000 | 32,000,000 |
Common stock, shares, issued | 1,482,520 | 1,454,239 | 1,157,868 |
Common stock, shares, outstanding | 1,482,520 | 1,454,239 | 1,157,868 |
Series A-1 [Member] | |||
Temporary equity, shares authorized | 4,000,000 | 4,000,000 | 4,000,000 |
Temporary equity, shares issued | 4,000,000 | 4,000,000 | 4,000,000 |
Temporary equity, shares outstanding | 4,000,000 | 4,000,000 | 4,000,000 |
Temporary equity, liquidation preference | $ 4,000 | $ 4,000 | $ 4,000 |
Series A-2 [Member] | |||
Temporary equity, shares authorized | 4,427,072 | 4,427,072 | 4,427,072 |
Temporary equity, shares issued | 4,427,072 | 4,427,072 | 4,427,072 |
Temporary equity, shares outstanding | 4,427,072 | 4,427,072 | 4,427,072 |
Temporary equity, liquidation preference | $ 8,832 | $ 8,832 | $ 8,832 |
Series B [Member] | |||
Temporary equity, shares authorized | 7,341,485 | 7,341,485 | 7,341,485 |
Temporary equity, shares issued | 7,341,485 | 7,341,485 | 7,341,485 |
Temporary equity, shares outstanding | 7,341,485 | 7,341,485 | 7,341,485 |
Temporary equity, liquidation preference | $ 42,360 | $ 42,360 | $ 42,360 |
Series C [Member] | |||
Temporary equity, shares authorized | 8,016,645 | 8,016,645 | 8,016,645 |
Temporary equity, shares issued | 8,016,645 | 8,016,645 | 8,016,645 |
Temporary equity, shares outstanding | 8,016,645 | 8,016,645 | 8,016,645 |
Temporary equity, liquidation preference | $ 68,200 | $ 68,200 | $ 68,200 |
Series D [Member] | |||
Temporary equity, shares authorized | 18,000,000 | 18,000,000 | 18,000,000 |
Temporary equity, shares issued | 13,843,858 | 13,843,858 | 13,843,858 |
Temporary equity, shares outstanding | 13,843,858 | 13,843,858 | 0 |
Temporary equity, liquidation preference | $ 183,668 | $ 174,990 | $ 174,990 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Revenues | $ 64 | $ 105 | $ 130 | $ 222 | $ 538 | $ 3,939 |
Cost of revenues | 97 | 98 | 193 | 160 | 355 | 416 |
Gross profit (loss) | (33) | 7 | (63) | 62 | 183 | 3,523 |
Operating expenses: | ||||||
Research and development | 7,358 | 4,039 | 13,662 | 7,983 | 18,234 | 15,418 |
Selling, general and administrative | 14,948 | 10,526 | 30,339 | 15,383 | 42,668 | 13,541 |
Total operating expenses | 22,306 | 14,565 | 44,001 | 23,366 | 60,902 | 28,959 |
Operating loss | (22,339) | (14,558) | (44,064) | (23,304) | (60,719) | (25,436) |
Other income (expense): | ||||||
Other income | 40 | 4 | 49 | 5 | 17 | 124 |
Interest expense | (194) | (39) | (370) | (120) | (465) | (333) |
Extinguishment of debt | (181) | (181) | (181) | |||
Total other income (expense) | (154) | (216) | (321) | (296) | (629) | (209) |
Loss before income taxes | (22,493) | (14,774) | (44,385) | (23,600) | (61,348) | (25,645) |
Income tax expense | 1 | 0 | 1 | |||
Net loss | (22,493) | (14,774) | (44,385) | (23,601) | (61,348) | (25,646) |
Unrealized loss on short-term investments | (1) | (7) | 7 | |||
Comprehensive loss | (22,494) | (14,774) | (44,392) | (23,601) | ||
Net loss | (22,493) | (14,774) | (44,385) | (23,601) | (61,348) | (25,646) |
Dividends on Series D convertible preferred stock | (2,908) | (1,115) | (5,785) | (1,115) | (6,660) | |
Redemption value of Series D convertible preferred stock | (1,455) | (55,877) | (2,893) | (55,877) | (58,649) | |
Net loss attributable to common stockholders | $ (26,856) | $ (71,766) | $ (53,063) | $ (80,593) | $ (126,657) | $ (25,646) |
Net loss per share: | ||||||
Basic | $ (18.25) | $ (61.98) | $ (36.18) | $ (69.6) | $ (105.77) | $ (22.2) |
Diluted | $ (18.25) | $ (61.98) | $ (36.18) | $ (69.6) | $ (105.77) | $ (22.2) |
Weighted average common shares outstanding: | ||||||
Basic | 1,471,296 | 1,157,870 | 1,466,462 | 1,157,869 | 1,197,489 | 1,155,319 |
Diluted | 1,471,296 | 1,157,870 | 1,466,462 | 1,157,869 | 1,197,489 | 1,155,319 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated other comprehensive (loss) income [Member] | Series A-1 Redeemable Convertible Preferred Stock [Member] | Series A-2 Redeemable Convertible Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Series C Redeemable Convertible Preferred Stock [Member] | Series D Redeemable Convertible Preferred Stock [Member] |
Beginning Balance (in shares) at Dec. 31, 2019 | 4,000,000 | 4,427,072 | 7,341,485 | 8,016,645 | 0 | |||||
Beginning Balance (in shares) at Dec. 31, 2019 | 1,153,368 | |||||||||
Beginning Balance at Dec. 31, 2019 | $ 0 | $ 7,128 | $ 41,854 | $ 67,904 | $ 0 | |||||
Beginning Balance at Dec. 31, 2019 | $ (82,248) | $ 0 | $ 6,913 | $ (89,161) | ||||||
Stock-based compensation expense | 2,898 | 2,898 | ||||||||
Exercise of stock options (in shares) | 4,500 | |||||||||
Exercise of stock options | 19 | 19 | ||||||||
Issuance of common stock warrants | 75 | 75 | ||||||||
Net loss | (25,646) | (25,646) | ||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 4,000,000 | 4,427,072 | 7,341,485 | 8,016,645 | 0 | |||||
Ending Balance (in shares) at Dec. 31, 2020 | 1,157,868 | |||||||||
Ending Balance at Dec. 31, 2020 | $ 0 | $ 7,128 | $ 41,854 | $ 67,904 | $ 0 | |||||
Ending Balance at Dec. 31, 2020 | (104,902) | $ 0 | 9,905 | (114,807) | ||||||
Stock-based compensation expense | 842 | 842 | ||||||||
Net loss | (8,827) | (8,827) | ||||||||
Ending Balance (in shares) at Mar. 31, 2021 | 4,000,000 | 4,427,072 | 7,341,485 | 8,016,645 | 0 | |||||
Ending Balance (in shares) at Mar. 31, 2021 | 1,157,868 | |||||||||
Ending Balance at Mar. 31, 2021 | $ 0 | $ 7,128 | $ 41,854 | $ 67,904 | $ 0 | |||||
Ending Balance at Mar. 31, 2021 | (112,887) | $ 0 | 10,747 | (123,634) | ||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 4,000,000 | 4,427,072 | 7,341,485 | 8,016,645 | 0 | |||||
Beginning Balance (in shares) at Dec. 31, 2020 | 1,157,868 | |||||||||
Beginning Balance at Dec. 31, 2020 | $ 0 | $ 7,128 | $ 41,854 | $ 67,904 | $ 0 | |||||
Beginning Balance at Dec. 31, 2020 | (104,902) | $ 0 | 9,905 | (114,807) | ||||||
Net loss | (23,601) | |||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 4,000,000 | 4,427,072 | 7,341,485 | 8,016,645 | 13,053,508 | |||||
Ending Balance (in shares) at Jun. 30, 2021 | 1,157,873 | |||||||||
Ending Balance at Jun. 30, 2021 | $ 0 | $ 7,128 | $ 41,854 | $ 67,904 | $ 166,673 | |||||
Ending Balance at Jun. 30, 2021 | (183,427) | $ 0 | 0 | (183,427) | ||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 4,000,000 | 4,427,072 | 7,341,485 | 8,016,645 | 0 | |||||
Beginning Balance (in shares) at Dec. 31, 2020 | 1,157,868 | |||||||||
Beginning Balance at Dec. 31, 2020 | $ 0 | $ 7,128 | $ 41,854 | $ 67,904 | $ 0 | |||||
Beginning Balance at Dec. 31, 2020 | (104,902) | $ 0 | 9,905 | (114,807) | ||||||
Stock-based compensation expense | $ 4,913 | 4,913 | ||||||||
Exercise of stock options (in shares) | 296,371 | 296,371 | ||||||||
Exercise of stock options | $ 264 | 264 | ||||||||
Issuance of common stock warrants | 268 | 268 | ||||||||
Issuance of convertible preferred stock, net of issuance costs (in shares) | 13,053,508 | |||||||||
Issuance of convertible preferred stock, net of issuance costs | $ 109,681 | |||||||||
Stock divdend (in shares) | 790,350 | |||||||||
Stock divdend | $ 6,660 | |||||||||
Stock divdend | (6,660) | (4,661) | (1,999) | |||||||
Redemption value | $ 58,649 | |||||||||
Redemption value | (58,649) | (10,689) | (47,960) | |||||||
Net loss | (61,348) | (61,348) | ||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 4,000,000 | 4,427,072 | 7,341,485 | 8,016,645 | 13,843,858 | |||||
Ending Balance (in shares) at Dec. 31, 2021 | 1,454,239 | |||||||||
Ending Balance at Dec. 31, 2021 | $ 0 | $ 7,128 | $ 41,854 | $ 67,904 | $ 174,990 | |||||
Ending Balance at Dec. 31, 2021 | (226,114) | $ 0 | 0 | (226,114) | $ 0 | |||||
Beginning Balance (in shares) at Mar. 31, 2021 | 4,000,000 | 4,427,072 | 7,341,485 | 8,016,645 | 0 | |||||
Beginning Balance (in shares) at Mar. 31, 2021 | 1,157,868 | |||||||||
Beginning Balance at Mar. 31, 2021 | $ 0 | $ 7,128 | $ 41,854 | $ 67,904 | $ 0 | |||||
Beginning Balance at Mar. 31, 2021 | (112,887) | $ 0 | 10,747 | (123,634) | ||||||
Stock-based compensation expense | 958 | 958 | ||||||||
Exercise of stock options (in shares) | 5 | |||||||||
Issuance of common stock warrants | 268 | 268 | ||||||||
Issuance of convertible preferred stock, net of issuance costs (in shares) | 13,053,508 | |||||||||
Issuance of convertible preferred stock, net of issuance costs | $ 109,681 | |||||||||
Stock divdend | 1,115 | |||||||||
Stock divdend | (1,115) | (1,115) | ||||||||
Redemption value | $ 55,877 | |||||||||
Redemption value | (55,877) | (10,858) | (45,019) | |||||||
Net loss | (14,774) | (14,774) | ||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 4,000,000 | 4,427,072 | 7,341,485 | 8,016,645 | 13,053,508 | |||||
Ending Balance (in shares) at Jun. 30, 2021 | 1,157,873 | |||||||||
Ending Balance at Jun. 30, 2021 | $ 0 | $ 7,128 | $ 41,854 | $ 67,904 | $ 166,673 | |||||
Ending Balance at Jun. 30, 2021 | (183,427) | $ 0 | 0 | (183,427) | ||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 4,000,000 | 4,427,072 | 7,341,485 | 8,016,645 | 13,843,858 | |||||
Beginning Balance (in shares) at Dec. 31, 2021 | 1,454,239 | |||||||||
Beginning Balance at Dec. 31, 2021 | $ 0 | $ 7,128 | $ 41,854 | $ 67,904 | $ 174,990 | |||||
Beginning Balance at Dec. 31, 2021 | (226,114) | $ 0 | 0 | (226,114) | 0 | |||||
Stock-based compensation expense | 2,070 | 2,070 | ||||||||
Exercise of stock options (in shares) | 15,000 | |||||||||
Exercise of stock options | 64 | 64 | ||||||||
Stock divdend | 2,877 | |||||||||
Stock divdend | (2,877) | (2,134) | (743) | |||||||
Redemption value | $ 1,438 | |||||||||
Redemption value | (1,438) | (1,438) | ||||||||
Other comprehensive loss | (6) | (6) | ||||||||
Net loss | (21,892) | (21,892) | 0 | |||||||
Ending Balance (in shares) at Mar. 31, 2022 | 4,000,000 | 4,427,072 | 7,341,485 | 8,016,645 | 13,843,858 | |||||
Ending Balance (in shares) at Mar. 31, 2022 | 1,469,239 | |||||||||
Ending Balance at Mar. 31, 2022 | $ 0 | $ 7,128 | $ 41,854 | $ 67,904 | $ 179,305 | |||||
Ending Balance at Mar. 31, 2022 | (250,193) | $ 0 | 0 | (250,187) | (6) | |||||
Beginning Balance (in shares) at Dec. 31, 2021 | 4,000,000 | 4,427,072 | 7,341,485 | 8,016,645 | 13,843,858 | |||||
Beginning Balance (in shares) at Dec. 31, 2021 | 1,454,239 | |||||||||
Beginning Balance at Dec. 31, 2021 | $ 0 | $ 7,128 | $ 41,854 | $ 67,904 | $ 174,990 | |||||
Beginning Balance at Dec. 31, 2021 | $ (226,114) | $ 0 | 0 | (226,114) | 0 | |||||
Exercise of stock options (in shares) | 28,281 | |||||||||
Net loss | $ (44,385) | |||||||||
Ending Balance (in shares) at Jun. 30, 2022 | 4,000,000 | 4,427,072 | 7,341,485 | 8,016,645 | 13,843,858 | |||||
Ending Balance (in shares) at Jun. 30, 2022 | 1,482,520 | |||||||||
Ending Balance at Jun. 30, 2022 | $ 0 | $ 7,128 | $ 41,854 | $ 67,904 | $ 183,668 | |||||
Ending Balance at Jun. 30, 2022 | (275,040) | $ 0 | 0 | (275,033) | (7) | |||||
Beginning Balance (in shares) at Mar. 31, 2022 | 4,000,000 | 4,427,072 | 7,341,485 | 8,016,645 | 13,843,858 | |||||
Beginning Balance (in shares) at Mar. 31, 2022 | 1,469,239 | |||||||||
Beginning Balance at Mar. 31, 2022 | $ 0 | $ 7,128 | $ 41,854 | $ 67,904 | $ 179,305 | |||||
Beginning Balance at Mar. 31, 2022 | (250,193) | $ 0 | 0 | (250,187) | (6) | |||||
Stock-based compensation expense | 1,969 | 1,969 | ||||||||
Exercise of stock options (in shares) | 13,281 | |||||||||
Exercise of stock options | 41 | 41 | ||||||||
Stock divdend | 2,908 | |||||||||
Stock divdend | (2,908) | (2,010) | (898) | |||||||
Redemption value | $ 1,455 | |||||||||
Redemption value | (1,455) | (1,455) | ||||||||
Other comprehensive loss | (1) | (1) | ||||||||
Net loss | (22,493) | (22,493) | ||||||||
Ending Balance (in shares) at Jun. 30, 2022 | 4,000,000 | 4,427,072 | 7,341,485 | 8,016,645 | 13,843,858 | |||||
Ending Balance (in shares) at Jun. 30, 2022 | 1,482,520 | |||||||||
Ending Balance at Jun. 30, 2022 | $ 0 | $ 7,128 | $ 41,854 | $ 67,904 | $ 183,668 | |||||
Ending Balance at Jun. 30, 2022 | $ (275,040) | $ 0 | $ 0 | $ (275,033) | $ (7) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||
Net loss | $ (44,385) | $ (23,601) | $ (61,348) | $ (25,646) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization of property and equipment | 154 | 138 | 279 | 300 |
Reduction in the carrying amount of right-of-use assets | 239 | |||
Stock-based compensation expense | 4,039 | 1,800 | 4,913 | 2,898 |
Loss on disposal of fixed assets | 13 | 6 | ||
Extinguishment of debt | 181 | 181 | ||
Amortization of premium on short-term investments | (20) | |||
Non cash interest expense | 152 | 53 | 219 | 294 |
Premium of end of term payment | 12 | |||
Prepaid expenses and other long-term assets | ||||
Accounts receivable | 12 | (19) | (21) | (8) |
Prepaid expenses and other current assets | (2,828) | (1,171) | (2,186) | 311 |
Deposits | 22 | |||
Prepaid expenses and other long-term assets | 11 | (116) | (11) | |
Accounts payable | 1,961 | 1,328 | 1,480 | (38) |
Accrued expenses and other current liabilities | (433) | 343 | 3,032 | 637 |
Deferred rent, short term | (14) | (42) | 2 | |
Deferred rent and other long term liabilities | (284) | 133 | ||
Operating lease liabilities | (280) | |||
Deferred revenue | 13 | (123) | (273) | (3,450) |
Net cash used in operating activities | (41,379) | (21,229) | (53,982) | (24,551) |
Cash flows from investing activities: | ||||
Acquisition of property and equipment | (13) | (46) | (65) | (116) |
Capitalized software development costs | (57) | (427) | ||
Purchases of short-term investments | (14,974) | |||
Proceeds from maturities of short-term investments | 10,000 | |||
Net cash used in investing activities | (4,987) | (103) | (492) | (116) |
Cash flows from financing activities: | ||||
Proceeds from note payable | 10,000 | 5,000 | 5,000 | 2,000 |
Proceeds from issuance of preferred stock, net issuance costs | 109,681 | 109,681 | ||
Payment of debt issuance costs | (74) | (74) | (21) | |
Payment of premium on note payable | (26) | (26) | ||
Repayment of principal on note payable | (2,000) | (2,000) | ||
Proceeds from exercise of stock options | 105 | 264 | 19 | |
Net cash provided by financing activities | 10,105 | 112,581 | 112,845 | 1,998 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (36,261) | 91,249 | 58,371 | (22,669) |
Cash, cash equivalents, and restricted cash at beginning of period | 77,204 | 18,833 | 18,833 | 41,502 |
Cash, cash equivalents, and restricted cash at end of period | 40,943 | 110,082 | 77,204 | 18,833 |
Supplemental Cash Flow Information [Abstract] | ||||
Cash paid for income taxes | 15 | |||
Cash paid for interest | 181 | 39 | 217 | 20 |
Noncash investing and financing activities: | ||||
Purchase of property and equipment included in accounts payable and accrued expenses | 10 | 7 | 7 | 18 |
Common stock warrants issued related to note payable | 268 | 268 | $ 75 | |
Redemption value of Series D preferred stock | 2,893 | 55,877 | 58,649 | |
Dividends accrued for Series D preferred stock | $ 5,785 | $ 1,115 | $ 6,660 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Organization Akili Interactive Labs, Inc. (collectively referred to with its wholly-owned, controlled subsidiary, Akili Securities Corporation as “Akili” or the “the Company”) was incorporated under the laws of the State of Delaware on December 1, 2011. 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. Business Combination Agreement and Plan of Merger On January 26, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Social Capital Suvretta Holdings 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 pre-clinical 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 approval; or that any 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 condensed 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 six months ended June 30, 2022 and had an accumulated deficit of $275,033. On August 19, 2022, the Company and SCS completed a merger resulting in the reverse recapitalization of the Company and the Company received aggregate gross proceeds of $2,283 held in trust by SCS (following satisfaction of redemptions by public stockholders), in aggregate gross proceeds from PIPE investors. The Company received $133,293 in net proceeds after the reduction of $30,990 in transaction related expenses and other costs paid at Closing. Management believes the Company’s sources of liquidity will be sufficient to fund the Company’s planned operations and existing obligations within 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 as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. COVID-19 There continue to be uncertainties regarding the pandemic of the novel coronavirus, or COVID-19, COVID-19 COVID-19 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, or 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 June 30, 2022 and December 31, 2021, the Company has deferred payments of $187 of social security taxes, which is included in accrued expenses and other current liabilities within the condensed consolidated balance sheet. Basis of Presentation The accompanying condensed 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. As permitted for interim reporting, certain footnotes or other financial information that are normally required by U.S. GAAP may be condensed or omitted, unless otherwise required by U.S. GAAP or Securities and Exchange Commission (“SEC”) rules and regulations. These condensed consolidated financial statements were prepared on the same basis as and should be read in conjunction with the Company’s annual consolidated financial statements included elsewhere in the proxy/registration statement. In the opinion of management, all adjustments of a normal recurring nature, considered necessary for fair presentation, have been included in these condensed consolidated financial statements. The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other interim period or future year. The condensed consolidated balance sheet as of December 31, 2021 was derived from the audited annual consolidated financial statements but does not include all information required by U.S. GAAP for annual consolidated financial statements. | 1. Nature of the Business and Basis of Presentation Organization Akili Interactive Labs, Inc. (collectively referred to with its wholly-owned, controlled subsidiary, Akili Securities Corporation as “Akili” or the “the Company”) was incorporated under the laws of the State of Delaware on December 1, 2011. 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. 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 pre-clinical 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 approval; or that any 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, 2021 and had an accumulated deficit of $226,114 at December 31, 2021. The Company expects that its cash and cash equivalents at December 31, 2021 of $76,899, along with the $30,000 in available, undrawn debt through the SVB Amended and Restated Loan and Security Agreement, will enable it to fund the Company’s operating expense and capital expenditure requirements through at least April 2023. 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 as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. COVID-19 There continue to be uncertainties regarding the pandemic of the novel coronavirus, or COVID-19, COVID-19 COVID-19 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 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the year ended December 31, 2021, included elsewhere in this prospectus. Since the date of those consolidated financial statements, there have been no changes to the Company’s significant accounting policies except as noted below. Investments: sale. Available-for-sale Revenue from Contracts with Customers: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Product revenue $ 64 $ 37 $ 130 $ 66 Collaboration revenue $ — $ 68 — 156 Total $ 64 $ 105 $ 130 $ 222 As been Contract Liabilities Product Balance at December 31, 2021 $ 96 Revenue recognized (130 ) Revenue deferred 143 Balance at June 30, 2022 $ 109 Advertising: Leases: one-year right-of-use Recently adopted accounting pronouncements: In February 2016, the FASB issued ASU No. 2016-02 2016-02”), Leases 2019-10 2020-05, Leases right-of-use 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 5. The adoption incrementally increased the Company’s assets and liabilities by the right-of-use Recently issued accounting pronouncements: No. 2016-13, Measurement of Credit Losses on Financial Instruments 2016-13”), 2019-10. 2016-13 held-to-maturity 2016-13 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes. 2019-12 2019-12 | 2. Summary of Significant Accounting Policies Use of estimates: Cash and cash equivalents: Restricted cash: Concentration of credit risk and significant customers: For the years ended December 31, 2021 and 2020, a single customer comprised 65.4% and 97.8% of the Company’s revenue, respectively (see Note 3). Fair value of financial instruments: instru 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 are carried at fair value, determined according to the fair value hierarchy described below (see Note 10). The Company follows the guidance in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, 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: Furniture and fixtures 5-7 Computer equipment and software 3 years Office equipment 3 years Leasehold improvements 3-7 Internal-use 2-5 Depreciation methods, useful lives and residual values are reviewed at least annually and adjusted, if appropriate. Impairment of long-lived assets: 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, 2021 or 2020. Internal-use FASB ASC 350-40, Internal-Use Deferred revenue: Deferred rent: Redeemable convertible preferred stock: Distinguishing Liabilities from Equity: Classification and Measurement of Redeemable Securities A-1, A-2, Revenue from Contracts with Customers: Revenue from Contracts with Customers 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 product revenue from contracts with caregivers and patients (“Clients”) who purchase three-month subscriptions to access the Company’s FDA-cleared 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 The following table presents the Company’s revenue by type: Years Ended December 31, 2021 2020 Product revenue $ 186 $ 12 Collaboration revenue 352 3,927 Total $ 538 $ 3,939 The Company has a contract liability related to product and collaboration 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 $17 and $352 of product and collaboration revenue, respectively, in the year ended December 31, 2021, that was previously included in the December 31, 2020 deferred revenue balance. Contract Liabilities Product Collaboration Balance at December 31, 2019 $ — $ 3,819 Revenue recognized (12 ) (3,928 ) Revenue deferred 29 461 Balance at December 31, 2020 17 352 Revenue recognized (186 ) (352 ) Revenue deferred 265 — Balance at December 31, 2021 $ 96 $ — 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. As the sales based royalties relate to a license of intellectual property, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied. Cost of revenue: Research and development costs: non-related Advertising: Accounting for stock-based compensation: The Company classifies stock-based compensation expense in its consolidated statement of operations 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. Income taxes: 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: Net Loss Per Share: two-class two-class two-class 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, 2021 and 2020. Segment and Geographic Information: Emerging Growth Company Status: 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” Recently adopted accounting pronouncements: 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 2018-18 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2019-12”). 2019-12 2019-12 Recently issued accounting pronouncements: No. 2016-02 2016-02”), Leases 2019-10 2020-05, which Leases right-of-use In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments 2016-13”), 2019-10. 2016-13 held-to-maturity 2016-13 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 3. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: June 30, 2022 December 31, 2021 Deferred issuance costs $ 2,999 $ 572 Prepaid clinical trials 879 872 Other current assets 1,450 1,056 Prepaid expenses and other current assets $ 5,328 $ 2,500 |
Option and Collaboration Agreem
Option and Collaboration Agreements | 12 Months Ended |
Dec. 31, 2021 | |
Option And Collaboration Agreements [Abstract] | |
Option and Collaboration Agreements | 3. 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 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 6) 3,805 Contract modification 387 Total transaction price 24,192 Less: Revenue recognized (24,192 ) Deferred revenue at December 31, 2021 $ — 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. As of December 31, 2021, the Company has not made any payments for out of pocket costs, milestones or royalties. |
Property and Equipment
Property and Equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | 4. Property and Equipment Property and equipment, net consisted of the following: June 30, 2022 December 31, 2021 Furniture and fixtures $ 184 $ 184 Computer equipment and software 459 443 Office equipment 60 60 Leasehold improvements 975 975 Capitalized internal-use software costs 427 427 Total property and equipment 2,105 2,089 Less: accumulated depreciation and amortization (1,051 ) (896 ) Property and equipment, net $ 1,054 $ 1,193 Depreciation and amortization expense was $76 and $154 for the three and six months ended June 30, 2022. Depreciation and amortization expense was $68 and $138 for the three and six months ended June 30, 2021. | 4. Property and Equipment Property and equipment, net consisted of the following: December 31, 2021 2020 Furniture and fixtures $ 184 $ 184 Computer equipment and software 443 390 Office equipment 60 60 Leasehold improvements 975 1,020 Capitalized internal-use 427 — Total property and equipment 2,089 1,654 Less: accumulated depreciation and amortization (896 ) (650 ) Property and equipment, net $ 1,193 $ 1,004 Depreciation and amortization expense was $279 and $300 for the years ended December 31, 2021 and 2020, respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | 5. Leases As of June 30, 2022, the Company leases office space under non-cancelable operating leases in two cities. The office space in Boston, Massachusetts consists of approximately 7,200 October 2022 43,600 November 202 During the three and six months ended June 30, 2022, the Company recognized $262 and $524 of rent expense. During the three and six months ended June 30, 2021, the Company recognized $299 and $585 of rent expense. Of the $524 recognized during the six months ended June 30, 2022, $150 was related to short term leases. Net cash paid under the Larkspur lease for the amounts included in the measurement of the operating lease liability on the condensed consolidated balance sheet and operating activities in our condensed consolidated statement of cash flow was $415 for the period ending June 30, 2022. The remaining lease term and incremental borrowing rate for the Larkspur lease as of June 30, 2022 was 4.4 years and 7.6%, respectively. Future minimum lease payments for the Massachusetts lease are $109 for the year ending December 31, 2022. Future lease payments for our California noncancelable operating lease as of June 30, 2022 and a reconciliation to the carrying amount of the operating lease liability presented in the condensed consolidated balance sheet as of June 30, 2022 is as follows: Years Ending December 31, Amounts 2022 (remaining 6 months) $ 429 2023 878 2024 914 2025 950 2026 905 Total undiscounted payments due under operating leases 4,076 Less imputed interest (619 ) Total $ 3,457 Current operating lease liability $ 625 Non-current operating lease liability 2,832 Total $ 3,457 For comparable purposes, aggregate future minimum non-cancellable Years Ending December 31, Amounts 2022 $ 538 2023 878 2024 914 2025 950 2026 905 Total $ 4,185 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: June 30, 2022 December 31, 2021 Accrued bonus $ 1,801 $ 2,516 Accrued royalties 106 106 Accrued wages and benefits 669 421 Accrued clinical study expenses 418 363 Accrued consulting service expenses 1,489 766 Other accrued expenses 561 1,305 Total $ 5,044 $ 5,477 | 5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, 2021 2020 Accrued bonus $ 2,516 $ 1,715 Accrued royalties 106 101 Accrued wages and benefits 421 287 Accrued clinical study expenses 363 9 Accrued consulting service expenses 766 100 Other accrued expenses 1,305 233 Total $ 5,477 $ 2,445 |
Corporate Bond
Corporate Bond | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Corporate Bond | 7. Corporate Bond The Company recognized amortization expense of $49 and $97 related to the discount on the corporate bond as a component of interest expense in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2022. The Company recognized amortization expense of $44 and $87 for the three and six months ended June 30, 2021. The carrying amount of the corporate bond is as follows: June 30, 2022 December 31, 2021 Corporate bond 5,000 $ 5,000 Unamortized discount on corporate bond (3,265 ) (3,362 ) Corporate bond, net of discount $ 1,735 $ 1,638 | 6. 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 $175 and $157 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, 2021 and 2020, respectively. At December 31, 2021 and 2020, the carrying amount of the corporate bond is as follows: December 31, 2021 2020 Corporate bond 5,000 $ 5,000 Unamortized discount on corporate bond (3,362 ) (3,538 ) Corporate bond, net of discount $ 1,638 $ 1,462 |
Note Payable
Note Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Notes Payable [Abstract] | ||
Note Payable | 8. Note Payable Amended and restated Loan and Security Agreement On June 28, 2022, the Company drew an additional $10,000 from Tranche 1 of the Amended and Restated Loan and Security Agreement with Silicon Valley Bank. The Company is required to make interest-only payments through May 2023 before beginning to repay the $15,000 in outstanding principal in 24 equal monthly payments on the first day of each month beginning June 1, 2023, plus interest. In relation to this additional draw of $10,000, the Company incurred $500 of debt issuance costs in the form of a final payment fee. At June 30, 2022, the Company had outstanding principal of $15,000. The Company recognized interest expense related to debt issuance costs of $81 for the six months ended June 30, 2022. The interest rate in effect as of June 30, 2022 was 8.5%. At June 30, 2022, the carrying amount of the note payable is as follows: Note payable, long term $ 14,375 Final Payment 750 Unamortized debt issuance costs (912 ) Note payable, long term (net of debt issuance costs) $ 14,213 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, Remainder of 2022 — 2023 4,375 2024 7,500 2025 3,125 Total $ 15,000 | 7. 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 is 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 is available at any time through June 30, 2022 (extended to September 30, 2022 if the aggregate original principal amount drawn prior to June 30, 2022 is equal to at least $15,000) and must be taken in minimum of $5,000 increments. The remaining two tranches are available subject to certain contingent events: • Tranche 2—$5,000, is available following the achievement of a certain revenue milestone, the occurrence of which must be on or prior to December 31, 2022 or prior to an event of default. • Tranche 3—$10,000, is available based on the satisfaction of certain conditions, including a certain revenue milestone, and at sole discretion of the Lenders, the occurrence of which must be on or prior to December 31, 2022 or prior to an event of default. The Company borrowed $5,000 in May 2021 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. Upon achieving the Tranche 2 milestone, interest-only payments shall be extended by 12 months followed by 12 equal monthly payments of principal plus interest. 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 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 73,274 shares of common stock to the Lenders with an exercise price of $4.40 per share with a fair value of $268 on the date of issuance (see Note 9 for details). There are warrants to purchase an additional 122,122 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 122,122 shares by the amount of term loan advances in excess of $5,000 and dividing the total by $45,000. 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 value of the warrants granted to the Lenders, plus the $250 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. Interest expense related to debt issuance costs was $306 for the year ended December 31, 2021. The interest rate in effect as of December 31, 2021 was 7.0%. At December 31, 2021, the carrying amount of the note payable is as follows: Note payable $ 5,000 Final Payment 250 Unamortized debt issuance costs (466 ) Note payable, net of debt issuance costs $ 4,784 As of December 31, 2021, future annual principal payments due under the Amended and Restated Loan and Security Agreement, excluding the Final Payment, are as follows: Years Ending December 31, 2022 — 2023 $ 1,250 2024 2,500 2025 1,250 Total $ 5,000 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Redeemable Convertible Preferred Stock | 9. Redeemable Convertible Preferred Stock The Company has 41,785,202 shares of $ .0001 4,427,072 shares are designated as Series A-2 redeemable convertible preferred stock (“Series A-2”), 7,341,485 shares are designated as Series B redeemable convertible preferred stock (“Series B”), and 8,016,645 shares are designated as Series C redeemable convertible preferred stock (“Series C”), and 18,000,000 shares are designated as Series D redeemable convertible preferred stock (“Series D”). The amount of accumulated, but undeclared stock dividends on Series D Shares at June 30, 2022 is $5,785 and the cumulative redemption value adjustment recorded since issuance amounted to $61,542. | 8. Redeemable Convertible Preferred Stock The Company has 41,785,202 shares of $.0001 par value redeemable convertible preferred stock authorized, of which 4,000,000 shares are designated as Series A-1 A-1”), 4,427,072 shares are designated as Series A-2 A-2”), Terms of Redeemable Convertible Preferred Stock A-1, A-2, Voting: Dividends: Cumulative dividends accrue on Series D at an annual rate of 10% and are paid annually in additional shares of Series D at the Series D purchase price. If not previously paid for, any partial period will 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 Liquidation preference: winding-up A-2, A-1 A-2 A-1 A-2, A-1 pro-rata Conversion: non-assessable A-1, A-2, Series C and Series D redeemable convertible preferred stock is $1.00, $1.995, $5.7699, $8.5073, and $8.426854 respectively. Each Series Preferred will automatically be converted into one share of common stock at the then effective conversion rate in the event of either (i) a qualified initial public offering that results in minimum gross proceeds to the Company of $75 million and a price of at least $12.64035 per share, (ii) a merger, combination or transaction with a special purpose acquisition company resulting in $75 million of gross proceeds to the Company, or (iii) when voted upon by a majority of the then outstanding shares of the Preferred Stock. Any Series D accrued dividends shall automatically be converted into shares of common stock, at the then effective conversion rate, provided that each share of Series D shall be multiplied by 150% when calculating the number of shares of common stock to be received upon conversion. As of December 31, 2021, none of the outstanding shares of Series Preferred were converted into common stock. Redemption: opt-out. paid-in 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
Common Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Common Stock | 10. Common Stock The holders of the common stock are entitled to one vote for each share of common stock. Subject to the payment in full of all preferential dividends to which the holders of the preferred stock are entitled, 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, after the payment or provision for payment of all debts and liabilities of the Company and all preferential amounts to which the holders of preferred stock are entitled with respect to the distribution of assets in liquidation, the holders of common stock shall be entitled to share ratably in the remaining assets of the Company available for distribution. 2011 Stock Incentive Plan: Options generally vest based on the grantee’s continued service with the Company during a specified period following a grant as determined by the Board of Directors and expire ten years from the grant date. In general, awards typically vest in four years, but vesting conditions can vary based on the discretion of the Company’s Board of Directors. Stock-based compensation expense is classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development $ 841 $ 265 $ 1,450 $ 512 Selling, general and administrative 1,128 693 2,589 1,288 Total $ 1,969 $ 958 $ 4,039 $ 1,800 A summary of the Company’s stock option activity and related information is as follows: Number of Weighted- Weighted- Aggregate Balance, December 31, 2021 7,529,063 $ 3.89 7.28 $ 4,020 Granted 1,334,379 $ 11.58 Cancelled (458,986 ) $ 4.55 Exercised (28,281 ) $ 3.73 Balance, June 30, 2022 8,376,175 $ 5.08 7.13 $ 54,482 Exercisable, June 30, 2022 5,110,692 $ 3.77 5.99 $ 39,901 Options vested and expected to vest, June 30, 2022 8,376,175 $ 5.08 7.13 $ 54,482 The fair value of all option activity was estimated at the date of grant using Black-Scholes with the following weighted-average assumptions for the six months ended June 30, 2022: Fair value of common stock $ 11.58 Expected volatility 96.21 % Expected term (in years) 6.03 Risk-free interest rate 1.73 % Expected dividend yield 0.00 % There was no option activity for the six months ended June 30, 2021. The weighted average grant-date fair value of stock options granted to employees during the six months ended June 30, 2022 was $8.97 per share. There were no options granted during the six months ended June 30, 2021. During the six months ended June 30, 2022, the aggregate intrinsic value of stock option awards exercised was $222. There were no stock option awards exercised during the six months ended June 30, 2021. 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 June 30, 2022 there was $17,069 of unrecognized compensation cost related to unvested stock option grants to employees under the Plan, which is expected to be recognized over a weighted-average period of 3.0 years. | 9. Common Stock The holders of the common stock are entitled to one vote for each share of common stock. Subject to the payment in full of all preferential dividends to which the holders of the preferred stock are entitled, 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, after the payment or provision for payment of all debts and liabilities of the Company and all preferential amounts to which the holders of preferred stock are entitled with respect to the distribution of assets in liquidation, the holders of common stock shall be entitled to share ratably in the remaining assets of the Company available for distribution. Common Stock Warrants: 815-40. estimated fair value of $75. The Company recorded this amount as an increase to additional paid in capital and an increase to debt issuance costs (see Note 7). In May 2021, the Company entered into the Amended and Restated Loan and Security Agreement (see note 7). In conjunction with this modification, the Company issued warrants to the Lenders to purchase a total of 195,396 shares of common stock with an exercise price of $4.40 per share, of which, 73,274 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. The Company considered the accounting for the warrants and concluded that they met the requirements for equity classification under ASC 815-40. paid-in The Company determined the fair value of the warrants using the Black-Scholes option model with the following assumptions: First Loan Modification Agreement Warrants Fair value of common stock $ 6.84 Expected volatility 67.70 % Expected term (in years) 9.95 Risk-free interest rate 0.72 % Expected dividend yield 0.00 % Amended and Restated Loan and Security Agreement Warrants Fair value of common stock $ 4.40 Expected volatility 95.00 % Expected term (in years) 10.00 Risk-free interest rate 1.56 % Expected dividend yield 0.00 % 2011 Stock Incentive Plan: Options generally vest based on the grantee’s continued service with the Company during a specified period following a grant as determined by the Board of Directors and expire ten years from the grant date. In general, awards typically vest in four years but vesting conditions can vary based on the discretion of the Company’s Board of Directors. Stock-based compensation expense is classified in the consolidated statements of operations and comprehensive loss as follows: Years Ended December 31, 2021 2020 Research and development $ 1,340 $ 988 Selling, general and administrative 3,573 1,910 Total $ 4,913 $ 2,898 A summary of the Company’s stock option activity and related information is as follows: Number of Weighted- Weighted- Aggregate Balance, December 31, 2020 6,020,392 $ 4.53 7.25 $ 13,878 Granted 5,783,942 $ 4.40 Cancelled (3,978,900 ) $ 5.85 Exercised (296,371 ) $ 0.89 Balance, December 31, 2021 7,529,063 $ 3.89 7.28 $ 4,020 Exercisable, December 31, 2021 4,366,874 $ 3.52 6.11 $ 4,020 Options vested and expected to vest, December 31, 2021 7,529,063 $ 3.89 7.28 $ 4,020 In August 2021, the Board of Directors of the Company approved the reduction in exercise price of certain stock options granted to 60 grantees during the period from April 2018 to December 2020, with original exercise prices ranging from $5.67 to $6.84. The exercise price for these stock options was reduced to $4.40 per share. Incremental compensation expense on the repricing date was $351. There were no changes in the vesting schedule or maturity term of these repriced stock options. The fair value of all option activity was estimated at the date of grant using Black-Scholes with the following weighted-average assumptions: Years Ended December 31, 2021 2020 Fair value of common stock $ 4.40 $ 6.29 Expected volatility 98.73 % 93.50 % Expected term (in years) 4.88 5.94 Risk-free interest rate 0.81 % 0.46 % Expected dividend yield 0.00 % 0.00 % Exercise price: 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: Expected term (in years): Risk-free interest rate: Expected dividend yield: The weighted average grant-date fair value of stock options granted to employees during the years ended December 31, 2021 and 2020 was $3.39 and $4.71 per share, respectively. During the years ended December 31, 2021 and 2020, the aggregate intrinsic value of stock option awards exercised was $1,040 and $12 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, 2021 there was $10,016 of unrecognized compensation cost related to unvested stock option grants to employees under the Plan, which is expected to be recognized over a weighted-average period of 2.6 years. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value of Financial Assets and Liabilities | 11. 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 June 30, 2022 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 16,550 $ — $ — $ 16,550 Short-term investments: United States Treasuries 4,987 — — 4,987 Total assets $ 21,537 $ — $ — $ 21,537 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 loss for the six months ended June 30, 2022. As of Jun recurring basis. | 10. Fair Value of Financial Assets and Liabilities The following table presents information about the Company’s assets and liabilities as of December 31, 2021 and 2020 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, 2021 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 61,510 $ — $ — $ 61,510 Fair Value Measurements as of December 31, 2020 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 17,508 $ — $ — $ 17,508 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, 2021 and 2020. As of December 31, 2021 and 2020, 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, 2021 and 2020, the Company did not have any liabilities that are measured at fair value on a recurring basis. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Litigation: Leases: non-cancelable During the years ended December 31, 2021 and 2020, the Company recognized $1,116 and $915 of rent expense, respectively. Future minimum annual lease payments for these operating leases as of December 31, 2021 are as follows: 2022 $ 1,118 2023 878 2024 914 2025 950 2026 904 Total $ 4,764 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The provision for income taxes consists of the following components: Years Ended December 31, 2021 2020 Current Federal $ — $ — State — 1 Total current expense (benefit) — 1 Deferred Federal — — State — — Total deferred expense (benefit) — — Total tax recognized $ — $ 1 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, 2021 2020 Benefit at federal statutory rate 21.00 % 21.00 % State taxes 3.41 % 2.70 % Credits 1.20 % 2.61 % Share-based payment measurement (0.57 %) (1.01 %) Other (1.90 %) 0.18 % Change in valuation allowance (23.14 %) (25.49 %) Effective tax rate 0.00 % (0.01 %) Significant components of the Company’s deferred tax assets and liabilities are as follows: 2021 2020 Deferred tax assets: Operating tax losses $ 38,084 $ 26,016 Research credits 5,920 4,810 Temporary differences 981 773 Share based payments 1,902 1,099 Gross deferred tax assets 46,887 32,698 Valuation Allowance (46,287 ) (32,090 ) Deferred tax assets, Less: valuation allowance 600 608 Deferred tax liabilities: Other temporary differences (600 ) (608 ) Deferred tax liabilities (600 ) (608 ) 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, 2021, the Company has federal net operating loss carryforwards totaling $161,416 of which $31,208 begin to expire in 2031 and $130,209 can be carried forward indefinitely. At December 31, 2021, the Company had state net operating loss carryforwards totaling $66,921, 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, 2021, the Company has federal R&D credit carryforwards totaling $4,426 which begin to expire in 2039, state R&D credit carryforwards totaling $1,884 which begin to expire in 2033, and state investment tax credits of $7. 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, 2021 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, 2021 and 2020, the Company has not 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net Loss Per Share | 12. 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: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss $ (22,493 ) $ (14,774 ) $ (44,385 ) $ (23,601 ) Dividends on Series D convertible preferred stock (2,908 ) (1,115 ) (5,785 ) (1,115 ) Redemption value of Series D convertible preferred stock (1,455 ) (55,877 ) (2,893 ) (55,877 ) Net loss attributable to common stockholders—basic and diluted $ (26,856 ) $ (71,766 ) $ (53,063 ) $ (80,593 ) Denominator: Weighted-average common stock outstanding 1,471,296 1,157,870 1,466,462 1,157,869 Net loss per share attributable to common stockholders—basic and diluted $ (18.25 ) $ (61.98 ) $ (36.18 ) $ (69.60 ) 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: As of June 30, 2022 2021 Series A-1 convertible preferred stock (as converted to common stock) 4,000,000 4,000,000 Series A-2 convertible preferred stock (as converted to common stock) 4,427,072 4,427,072 Series B convertible preferred stock (as converted to common stock) 7,341,485 7,341,485 Series C convertible preferred stock (as converted to common stock) 8,016,645 8,016,645 Series D convertible preferred stock (as converted to common stock) 21,795,525 19,778,730 Warrants to purchase common stock 226,196 226,196 Stock options to purchase common stock 8,376,175 5,912,116 Total 54,183,098 49,702,244 | 13. 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: Years Ended December 31, 2021 2020 Numerator: Net loss $ (61,348 ) $ (25,646 ) Dividends on Series D convertible preferred stock (6,660 ) — Redemption value of Series D convertible preferred stock (58,649 ) — Net loss attributable to common stockholders—basic and diluted $ (126,657 ) $ (25,646 ) Denominator: Weighted-average common stock outstanding 1,197,489 1,155,319 Net loss per share attributable to common stockholders—basic and diluted $ (105.77 ) $ (22.20 ) 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: Years Ended December 31, 2021 2020 Series A-1 4,000,000 4,000,000 Series A-2 4,427,072 4,427,072 Series B convertible preferred stock (as converted to common stock) 7,341,485 7,341,485 Series C convertible preferred stock (as converted to common stock) 8,016,645 8,016,645 Series D convertible preferred stock (as converted to common stock) 20,765,787 — Warrants to purchase common stock 226,196 77,672 Stock options to purchase common stock 7,529,063 6,020,392 Total 52,306,248 29,883,266 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 14. 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 $459 and $381 for the years ended December 31, 2021 and 2020, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 13. Subsequent Events The Company has evaluated subsequent events through August 23, 2022, which is the date these condensed consolidated financial statements were available to be issued and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for the transaction described below. On August 19, 2022, (the “Closing Date”), Social Capital Suvretta Holdings Corp. I, (“SCS”) consummated the previously announced merger pursuant to the Merger Agreement, dated January 26, 2022, by and among SCS, Akili Interactive Labs, Inc. (now Akili, Inc.) and Karibu Merger Sub, Inc., (“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). Transaction costs and other costs paid at Closing totaled | 15. Subsequent Events The Company has evaluated subsequent events through April 4, 2022, which is the date these consolidated financial statements were available to be issued and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for the transactions described below. Options Granted Subsequent to December 31, 2021, there were a total of 1,334,379 options granted with a grant date fair value of $11.58 per share. Business Combination Agreement and Plan of Merger On January 26, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Social Capital Suvretta Holdings Corp. I, (“SCS”) to affect a business combination between SCS and the Company with the Company surviving the merger as a wholly owned subsidiary of SCS. At the effective time of the Merger, each share of Akili Redeemable Convertible Preferred Stock and each share of Akili Common Stock will be converted into the right to receive such number of shares of SCS Class A Common Stock. The estimated combined enterprise value will be approximately $1.0 billion. The consummation of the proposed transaction is subject to the receipt of the requisite approval of the stockholders of each SCS and Akili and the fulfillment of certain other closing conditions. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Use of estimates | Use of estimates: | |
Cash and cash equivalents | Cash and cash equivalents: | |
Restricted cash | Restricted cash: | |
Concentration of credit risk and significant customers | Concentration of credit risk and significant customers: For the years ended December 31, 2021 and 2020, a single customer comprised 65.4% and 97.8% of the Company’s revenue, respectively (see Note 3). | |
Fair value of financial instruments | Fair value of financial instruments: instru 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 are carried at fair value, determined according to the fair value hierarchy described below (see Note 10). The Company follows the guidance in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, 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: Furniture and fixtures 5-7 Computer equipment and software 3 years Office equipment 3 years Leasehold improvements 3-7 Internal-use 2-5 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: 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, 2021 or 2020. | |
Internal-use software development costs | Internal-use FASB ASC 350-40, Internal-Use | |
Deferred revenue | Deferred revenue: | |
Deferred rent | Deferred rent: | |
Redeemable convertible preferred stock | Redeemable convertible preferred stock: Distinguishing Liabilities from Equity: Classification and Measurement of Redeemable Securities A-1, A-2, | |
Investments | Investments: sale. Available-for-sale | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Product revenue $ 64 $ 37 $ 130 $ 66 Collaboration revenue $ — $ 68 — 156 Total $ 64 $ 105 $ 130 $ 222 As been Contract Liabilities Product Balance at December 31, 2021 $ 96 Revenue recognized (130 ) Revenue deferred 143 Balance at June 30, 2022 $ 109 | Revenue from Contracts with Customers: Revenue from Contracts with Customers 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 product revenue from contracts with caregivers and patients (“Clients”) who purchase three-month subscriptions to access the Company’s FDA-cleared 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 The following table presents the Company’s revenue by type: Years Ended December 31, 2021 2020 Product revenue $ 186 $ 12 Collaboration revenue 352 3,927 Total $ 538 $ 3,939 The Company has a contract liability related to product and collaboration 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 $17 and $352 of product and collaboration revenue, respectively, in the year ended December 31, 2021, that was previously included in the December 31, 2020 deferred revenue balance. Contract Liabilities Product Collaboration Balance at December 31, 2019 $ — $ 3,819 Revenue recognized (12 ) (3,928 ) Revenue deferred 29 461 Balance at December 31, 2020 17 352 Revenue recognized (186 ) (352 ) Revenue deferred 265 — Balance at December 31, 2021 $ 96 $ — 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. As the sales based royalties relate to a license of intellectual property, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied. |
Cost of revenue | Cost of revenue: | |
Research and development costs | Research and development costs: non-related | |
Leases | Leases: one-year right-of-use 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 | |
Advertising | Advertising: | Advertising: |
Accounting for stock-based compensation | Accounting for stock-based compensation: The Company classifies stock-based compensation expense in its consolidated statement of operations 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. | |
Income taxes | Income taxes: 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: | |
Net Loss Per Share | Net Loss Per Share: two-class two-class two-class 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, 2021 and 2020. | |
Segment and Geographic Information | Segment and Geographic Information: | |
Emerging Growth Company Status | Emerging Growth Company Status: 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” | |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements: In February 2016, the FASB issued ASU No. 2016-02 2016-02”), Leases 2019-10 2020-05, Leases right-of-use 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 5. The adoption incrementally increased the Company’s assets and liabilities by the right-of-use | Recently adopted accounting pronouncements: 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 2018-18 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2019-12”). 2019-12 2019-12 |
Recently issued accounting pronouncements | Recently issued accounting pronouncements: No. 2016-13, Measurement of Credit Losses on Financial Instruments 2016-13”), 2019-10. 2016-13 held-to-maturity 2016-13 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes. 2019-12 2019-12 | Recently issued accounting pronouncements: No. 2016-02 2016-02”), Leases 2019-10 2020-05, which Leases right-of-use In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments 2016-13”), 2019-10. 2016-13 held-to-maturity 2016-13 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Useful Lives of Property Plant and Equipment | Furniture and fixtures 5-7 Computer equipment and software 3 years Office equipment 3 years Leasehold improvements 3-7 Internal-use 2-5 | |
Summary of the Company's revenue | The following table presents the Company’s revenue by type: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Product revenue $ 64 $ 37 $ 130 $ 66 Collaboration revenue $ — $ 68 — 156 Total $ 64 $ 105 $ 130 $ 222 | The following table presents the Company’s revenue by type: Years Ended December 31, 2021 2020 Product revenue $ 186 $ 12 Collaboration revenue 352 3,927 Total $ 538 $ 3,939 |
Summary of Change in Contract Liability with Customers | Contract Liabilities Product Balance at December 31, 2021 $ 96 Revenue recognized (130 ) Revenue deferred 143 Balance at June 30, 2022 $ 109 | Contract Liabilities Product Collaboration Balance at December 31, 2019 $ — $ 3,819 Revenue recognized (12 ) (3,928 ) Revenue deferred 29 461 Balance at December 31, 2020 17 352 Revenue recognized (186 ) (352 ) Revenue deferred 265 — Balance at December 31, 2021 $ 96 $ — |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: June 30, 2022 December 31, 2021 Deferred issuance costs $ 2,999 $ 572 Prepaid clinical trials 879 872 Other current assets 1,450 1,056 Prepaid expenses and other current assets $ 5,328 $ 2,500 |
Option and Collaboration Agre_2
Option and Collaboration Agreements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 6) 3,805 Contract modification 387 Total transaction price 24,192 Less: Revenue recognized (24,192 ) Deferred revenue at December 31, 2021 $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Summary of Property and Equipment | Property and equipment, net consisted of the following: June 30, 2022 December 31, 2021 Furniture and fixtures $ 184 $ 184 Computer equipment and software 459 443 Office equipment 60 60 Leasehold improvements 975 975 Capitalized internal-use software costs 427 427 Total property and equipment 2,105 2,089 Less: accumulated depreciation and amortization (1,051 ) (896 ) Property and equipment, net $ 1,054 $ 1,193 | Property and equipment, net consisted of the following: December 31, 2021 2020 Furniture and fixtures $ 184 $ 184 Computer equipment and software 443 390 Office equipment 60 60 Leasehold improvements 975 1,020 Capitalized internal-use 427 — Total property and equipment 2,089 1,654 Less: accumulated depreciation and amortization (896 ) (650 ) Property and equipment, net $ 1,193 $ 1,004 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | Future lease payments for our California noncancelable operating lease as of June 30, 2022 and a reconciliation to the carrying amount of the operating lease liability presented in the condensed consolidated balance sheet as of June 30, 2022 is as follows: Years Ending December 31, Amounts 2022 (remaining 6 months) $ 429 2023 878 2024 914 2025 950 2026 905 Total undiscounted payments due under operating leases 4,076 Less imputed interest (619 ) Total $ 3,457 Current operating lease liability $ 625 Non-current operating lease liability 2,832 Total $ 3,457 |
Schedule of Future Minimum Rental Payments for Operating Leases | For comparable purposes, aggregate future minimum non-cancellable Years Ending December 31, Amounts 2022 $ 538 2023 878 2024 914 2025 950 2026 905 Total $ 4,185 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following: June 30, 2022 December 31, 2021 Accrued bonus $ 1,801 $ 2,516 Accrued royalties 106 106 Accrued wages and benefits 669 421 Accrued clinical study expenses 418 363 Accrued consulting service expenses 1,489 766 Other accrued expenses 561 1,305 Total $ 5,044 $ 5,477 | Accrued expenses and other current liabilities consisted of the following: December 31, 2021 2020 Accrued bonus $ 2,516 $ 1,715 Accrued royalties 106 101 Accrued wages and benefits 421 287 Accrued clinical study expenses 363 9 Accrued consulting service expenses 766 100 Other accrued expenses 1,305 233 Total $ 5,477 $ 2,445 |
Corporate Bond (Tables)
Corporate Bond (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of carrying amount of the corporate bond | The carrying amount of the corporate bond is as follows: June 30, 2022 December 31, 2021 Corporate bond 5,000 $ 5,000 Unamortized discount on corporate bond (3,265 ) (3,362 ) Corporate bond, net of discount $ 1,735 $ 1,638 | At December 31, 2021 and 2020, the carrying amount of the corporate bond is as follows: December 31, 2021 2020 Corporate bond 5,000 $ 5,000 Unamortized discount on corporate bond (3,362 ) (3,538 ) Corporate bond, net of discount $ 1,638 $ 1,462 |
Note Payable (Tables)
Note Payable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Note Payable [Abstract] | ||
Schedule of carrying amount of the note payable | At June 30, 2022, the carrying amount of the note payable is as follows: Note payable, long term $ 14,375 Final Payment 750 Unamortized debt issuance costs (912 ) Note payable, long term (net of debt issuance costs) $ 14,213 | At December 31, 2021, the carrying amount of the note payable is as follows: Note payable $ 5,000 Final Payment 250 Unamortized debt issuance costs (466 ) Note payable, net of debt issuance costs $ 4,784 |
Schedule of minimum required payments of notes payable | 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, Remainder of 2022 — 2023 4,375 2024 7,500 2025 3,125 Total $ 15,000 | As of December 31, 2021, future annual principal payments due under the Amended and Restated Loan and Security Agreement, excluding the Final Payment, are as follows: Years Ending December 31, 2022 — 2023 $ 1,250 2024 2,500 2025 1,250 Total $ 5,000 |
Common Stock (Tables)
Common Stock (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Schedule of Fair Value of the Warrants | The Company determined the fair value of the warrants using the Black-Scholes option model with the following assumptions: First Loan Modification Agreement Warrants Fair value of common stock $ 6.84 Expected volatility 67.70 % Expected term (in years) 9.95 Risk-free interest rate 0.72 % Expected dividend yield 0.00 % Amended and Restated Loan and Security Agreement Warrants Fair value of common stock $ 4.40 Expected volatility 95.00 % Expected term (in years) 10.00 Risk-free interest rate 1.56 % Expected dividend yield 0.00 % | |
Schedule of Stock Based Compensation Expense | Options generally vest based on the grantee’s continued service with the Company during a specified period following a grant as determined by the Board of Directors and expire ten years from the grant date. In general, awards typically vest in four years, but vesting conditions can vary based on the discretion of the Company’s Board of Directors. Stock-based compensation expense is classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development $ 841 $ 265 $ 1,450 $ 512 Selling, general and administrative 1,128 693 2,589 1,288 Total $ 1,969 $ 958 $ 4,039 $ 1,800 | Stock-based compensation expense is classified in the consolidated statements of operations and comprehensive loss as follows: Years Ended December 31, 2021 2020 Research and development $ 1,340 $ 988 Selling, general and administrative 3,573 1,910 Total $ 4,913 $ 2,898 |
Schedule of Stock Option Activity and Related Information | A summary of the Company’s stock option activity and related information is as follows: Number of Weighted- Weighted- Aggregate Balance, December 31, 2021 7,529,063 $ 3.89 7.28 $ 4,020 Granted 1,334,379 $ 11.58 Cancelled (458,986 ) $ 4.55 Exercised (28,281 ) $ 3.73 Balance, June 30, 2022 8,376,175 $ 5.08 7.13 $ 54,482 Exercisable, June 30, 2022 5,110,692 $ 3.77 5.99 $ 39,901 Options vested and expected to vest, June 30, 2022 8,376,175 $ 5.08 7.13 $ 54,482 | A summary of the Company’s stock option activity and related information is as follows: Number of Weighted- Weighted- Aggregate Balance, December 31, 2020 6,020,392 $ 4.53 7.25 $ 13,878 Granted 5,783,942 $ 4.40 Cancelled (3,978,900 ) $ 5.85 Exercised (296,371 ) $ 0.89 Balance, December 31, 2021 7,529,063 $ 3.89 7.28 $ 4,020 Exercisable, December 31, 2021 4,366,874 $ 3.52 6.11 $ 4,020 Options vested and expected to vest, December 31, 2021 7,529,063 $ 3.89 7.28 $ 4,020 |
Schedule of Fair Value of All Option Activity | The fair value of all option activity was estimated at the date of grant using Black-Scholes with the following weighted-average assumptions for the six months ended June 30, 2022: Fair value of common stock $ 11.58 Expected volatility 96.21 % Expected term (in years) 6.03 Risk-free interest rate 1.73 % Expected dividend yield 0.00 % | The fair value of all option activity was estimated at the date of grant using Black-Scholes with the following weighted-average assumptions: Years Ended December 31, 2021 2020 Fair value of common stock $ 4.40 $ 6.29 Expected volatility 98.73 % 93.50 % Expected term (in years) 4.88 5.94 Risk-free interest rate 0.81 % 0.46 % Expected dividend yield 0.00 % 0.00 % |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 June 30, 2022 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 16,550 $ — $ — $ 16,550 Short-term investments: United States Treasuries 4,987 — — 4,987 Total assets $ 21,537 $ — $ — $ 21,537 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 following table presents information about the Company’s assets and liabilities as of December 31, 2021 and 2020 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, 2021 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 61,510 $ — $ — $ 61,510 Fair Value Measurements as of December 31, 2020 Description Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 17,508 $ — $ — $ 17,508 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Current Federal $ — $ — State — 1 Total current expense (benefit) — 1 Deferred Federal — — State — — Total deferred expense (benefit) — — Total tax recognized $ — $ 1 |
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, 2021 2020 Benefit at federal statutory rate 21.00 % 21.00 % State taxes 3.41 % 2.70 % Credits 1.20 % 2.61 % Share-based payment measurement (0.57 %) (1.01 %) Other (1.90 %) 0.18 % Change in valuation allowance (23.14 %) (25.49 %) Effective tax rate 0.00 % (0.01 %) |
Schedule Of Components Of Deferred Tax Assets And Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows: 2021 2020 Deferred tax assets: Operating tax losses $ 38,084 $ 26,016 Research credits 5,920 4,810 Temporary differences 981 773 Share based payments 1,902 1,099 Gross deferred tax assets 46,887 32,698 Valuation Allowance (46,287 ) (32,090 ) Deferred tax assets, Less: valuation allowance 600 608 Deferred tax liabilities: Other temporary differences (600 ) (608 ) Deferred tax liabilities (600 ) (608 ) Total $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Summary of Earnings Per Share Basic and Diluted | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss $ (22,493 ) $ (14,774 ) $ (44,385 ) $ (23,601 ) Dividends on Series D convertible preferred stock (2,908 ) (1,115 ) (5,785 ) (1,115 ) Redemption value of Series D convertible preferred stock (1,455 ) (55,877 ) (2,893 ) (55,877 ) Net loss attributable to common stockholders—basic and diluted $ (26,856 ) $ (71,766 ) $ (53,063 ) $ (80,593 ) Denominator: Weighted-average common stock outstanding 1,471,296 1,157,870 1,466,462 1,157,869 Net loss per share attributable to common stockholders—basic and diluted $ (18.25 ) $ (61.98 ) $ (36.18 ) $ (69.60 ) | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: Years Ended December 31, 2021 2020 Numerator: Net loss $ (61,348 ) $ (25,646 ) Dividends on Series D convertible preferred stock (6,660 ) — Redemption value of Series D convertible preferred stock (58,649 ) — Net loss attributable to common stockholders—basic and diluted $ (126,657 ) $ (25,646 ) Denominator: Weighted-average common stock outstanding 1,197,489 1,155,319 Net loss per share attributable to common stockholders—basic and diluted $ (105.77 ) $ (22.20 ) |
Summary of Anti Dilutive Securities Excluded from Computation of Earnings Per Share | 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: As of June 30, 2022 2021 Series A-1 convertible preferred stock (as converted to common stock) 4,000,000 4,000,000 Series A-2 convertible preferred stock (as converted to common stock) 4,427,072 4,427,072 Series B convertible preferred stock (as converted to common stock) 7,341,485 7,341,485 Series C convertible preferred stock (as converted to common stock) 8,016,645 8,016,645 Series D convertible preferred stock (as converted to common stock) 21,795,525 19,778,730 Warrants to purchase common stock 226,196 226,196 Stock options to purchase common stock 8,376,175 5,912,116 Total 54,183,098 49,702,244 | 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: Years Ended December 31, 2021 2020 Series A-1 4,000,000 4,000,000 Series A-2 4,427,072 4,427,072 Series B convertible preferred stock (as converted to common stock) 7,341,485 7,341,485 Series C convertible preferred stock (as converted to common stock) 8,016,645 8,016,645 Series D convertible preferred stock (as converted to common stock) 20,765,787 — Warrants to purchase common stock 226,196 77,672 Stock options to purchase common stock 7,529,063 6,020,392 Total 52,306,248 29,883,266 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary Of Future Minimum Annual Lease Payments for Operating leases | Future minimum annual lease payments for these operating leases as of December 31, 2021 are as follows: 2022 $ 1,118 2023 878 2024 914 2025 950 2026 904 Total $ 4,764 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Aug. 19, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jan. 26, 2022 | Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Date of incorporation | Dec. 01, 2011 | Dec. 01, 2011 | |||
Accumulated deficit | $ 275,033 | $ 226,114 | $ 114,807 | ||
Cash and cash equivalents | 40,638 | 76,899 | $ 18,528 | ||
Undrawn debt amount | 15,000 | 5,000 | |||
Subsequent Event [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Net proceeds from business combination | $ 133,293 | ||||
Business combination, transaction related expenses | 30,990 | ||||
PIPE Investors [Member] | Subsequent Event [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Net proceeds from business combination | 162,000 | ||||
Social Capital Suvretta Holdings Corp. I [Member] | Subsequent Event [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Gross proceeds from business combination | 164,283 | ||||
Social Capital Suvretta Holdings Corp. I [Member] | Subsequent Event [Member] | Minimum [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Gross proceeds from business combination | $ 2,283 | ||||
Accrued Expenses and Other Current Liabilities [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Deferred payments amount of social security taxes | $ 187 | 187 | |||
SVB Amended and Restated Loan and Security Agreement [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Undrawn debt amount | $ 30,000 | ||||
Merger Agreement [Member] | Social Capital Suvretta Holdings Corp. I [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Estimated combined net worth | $ 777,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Useful Lives of Property Plant and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and fixtures [Member] | Maximum [Member] | |
Disclosure In Tabular Form Of Useful Lives Of Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Furniture and fixtures [Member] | Minimum [Member] | |
Disclosure In Tabular Form Of Useful Lives Of Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Computer equipment and software [Member] | |
Disclosure In Tabular Form Of Useful Lives Of Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Office equipment [Member] | |
Disclosure In Tabular Form Of Useful Lives Of Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Leasehold improvements [Member] | Maximum [Member] | |
Disclosure In Tabular Form Of Useful Lives Of Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Leasehold improvements [Member] | Minimum [Member] | |
Disclosure In Tabular Form Of Useful Lives Of Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Internal-use software [Member] | Maximum [Member] | |
Disclosure In Tabular Form Of Useful Lives Of Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Internal-use software [Member] | Minimum [Member] | |
Disclosure In Tabular Form Of Useful Lives Of Property Plant And Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of the Company's revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||||
Revenues | $ 64 | $ 105 | $ 130 | $ 222 | $ 538 | $ 3,939 |
Product Revenue [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues | $ 64 | 37 | $ 130 | 66 | 186 | 12 |
Collaboration Revenue [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues | $ 68 | $ 156 | $ 352 | $ 3,927 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of the Company's revenue (Parenthetical) (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Product Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized that was previously included in contract with customers liability balance | $ 51 | $ 17 |
Collaboration Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized that was previously included in contract with customers liability balance | $ 352 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Change in Contract Liability with Customers (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure In Tabular Form Of Change In Contract Liability With Customers [Line Items] | |||
Beginning balance | $ 96 | $ 369 | |
Ending balance | 109 | 96 | $ 369 |
Product [Member] | |||
Disclosure In Tabular Form Of Change In Contract Liability With Customers [Line Items] | |||
Beginning balance | 96 | 17 | |
Revenue recognized | (130) | (186) | (12) |
Revenue deferred | 143 | 265 | 29 |
Ending balance | $ 109 | 96 | 17 |
Collaboration [Member] | |||
Disclosure In Tabular Form Of Change In Contract Liability With Customers [Line Items] | |||
Beginning balance | 352 | 3,819 | |
Revenue recognized | $ (352) | (3,928) | |
Revenue deferred | 461 | ||
Ending balance | $ 352 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | ||||||
Advertising expenses | $ 1,845 | $ 2,847 | $ 5,937 | $ 2,867 | $ 12,889 | $ 6 |
Percentage of tax benefits to be realized for recognition in the income statement | 50% | 50% | ||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 65.40% | 97.80% |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current [Abstract] | |||
Deferred issuance costs | $ 2,999 | $ 572 | |
Prepaid clinical trials | 879 | 872 | |
Other current assets | 1,450 | 1,056 | |
Prepaid expenses and other current assets | $ 5,328 | $ 2,500 | $ 314 |
Option and Collaboration Agre_3
Option and Collaboration Agreements - Summary of Total Transaction Price of the Collaboration Agreement (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2020 | |
Details Of Allocation Of Transaction Price In Respect Of Performance Obligation And Revenue Recognition [Line Items] | |||
Deferred revenue | $ 96 | $ 109 | $ 369 |
Shinogi And Company Limited [Member] | |||
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 | ||
Shinogi And Company Limited [Member] | Option Period Payment [Member] | |||
Details Of Allocation Of Transaction Price In Respect Of Performance Obligation And Revenue Recognition [Line Items] | |||
Transaction price | 10,000 | ||
Shinogi And Company Limited [Member] | Exercise Agreement Payment [Member] | |||
Details Of Allocation Of Transaction Price In Respect Of Performance Obligation And Revenue Recognition [Line Items] | |||
Transaction price | 10,000 | ||
Shinogi And Company Limited [Member] | 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 | ||
Shinogi And Company Limited [Member] | Contract Modification [Member] | |||
Details Of Allocation Of Transaction Price In Respect Of Performance Obligation And Revenue Recognition [Line Items] | |||
Transaction price | $ 387 |
Option and Collaboration Agre_4
Option and Collaboration Agreements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2022 | |
Option And Collaboration Agreements [Line Items] | |||||||
Contract with customers liability current | $ 96 | $ 369 | $ 109 | ||||
Shinogi And Company Limited [Member] | |||||||
Option And Collaboration Agreements [Line Items] | |||||||
Transaction price | 24,192 | ||||||
Contract with customers liability current | $ 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 | ||||||
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% | 15.90% | |||||
Transaction price | $ 24,192 | ||||||
Contract with customers liability current | 0 | $ 352 | |||||
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 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 2,105 | $ 2,089 | $ 1,654 |
Less: accumulated depreciation and amortization | (1,051) | (896) | (650) |
Property and equipment, net | 1,054 | 1,193 | 1,004 |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 184 | 184 | 184 |
Computer equipment and software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 459 | 443 | 390 |
Office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 60 | 60 | 60 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 975 | 975 | 1,020 |
Capitalized internal-use software costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 427 | $ 427 | $ 0 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation and amortization of property and equipment | $ 76 | $ 68 | $ 154 | $ 138 | $ 279 | $ 300 |
Leases - Lessee Operating Lease
Leases - Lessee Operating Lease Liability Maturity (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||
2022 | $ 429 | $ 1,118 |
2023 | 878 | 878 |
2024 | 914 | 914 |
2025 | 950 | 950 |
2026 | 905 | 904 |
Total undiscounted payments due under operating leases | 4,076 | $ 4,764 |
Less imputed interest | (619) | |
Total | 3,457 | |
Current operating lease liability | 625 | |
Non-current operating lease liability | $ 2,832 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments for Operating Leases (Detail) $ in Thousands | Dec. 31, 2021 USD ($) |
Lessee, Lease, Description [Line Items] | |
2022 | $ 538 |
2023 | 878 |
2024 | 914 |
2025 | 950 |
2026 | 905 |
Total | $ 4,185 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||||||
Lease Deposit Liability | $ 250 | $ 250 | ||||
Operating Leases, Rent Expense | $ 262 | $ 299 | 524 | $ 585 | ||
Operating Lease, Cost | 524 | |||||
Short-Term Lease, Cost | 150 | |||||
Operating Lease, Payments | $ 415 | |||||
Operating Lease, Weighted Average Remaining Lease Term | 4 years 4 months 24 days | 4 years 4 months 24 days | ||||
Operating Lease, Weighted Average Discount Rate, Percent | 7.60% | 7.60% | ||||
Future minimum lease payments | $ 4,185 | |||||
MA | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Future minimum lease payments | $ 109 | |||||
MA | Land | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease Expiration Date | Oct. 31, 2022 | |||||
CA | Land | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease Expiration Date | Nov. 30, 2026 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Accrued bonus | $ 1,801 | $ 2,516 | $ 1,715 |
Accrued royalties | 106 | 106 | 101 |
Accrued wages and benefits | 669 | 421 | 287 |
Accrued clinical study expenses | 418 | 363 | 9 |
Accrued consulting service expenses | 1,489 | 766 | 100 |
Other accrued expenses | 561 | 1,305 | 233 |
Total | $ 5,044 | $ 5,477 | $ 2,445 |
Corporate Bond - Schedule Of Su
Corporate Bond - Schedule Of Subordinated Borrowing (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Subordinated Borrowing [Line Items] | |||
Corporate bond | $ 5,000 | $ 5,000 | $ 5,000 |
Unamortized discount on corporate bond | (3,265) | (3,362) | (3,538) |
Corporate bond, net of discount | $ 1,735 | $ 1,638 | $ 1,462 |
Corporate Bond - Additional Inf
Corporate Bond - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||||
Subordinated debt gross | $ 5,000 | $ 5,000 | $ 5,000 | $ 5,000 | |||
Corporate Bond Securities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Amortization expense | $ 49 | $ 44 | $ 97 | $ 87 | $ 175 | 157 | |
Option And Collaboration Agreement | Shinogi And Company Limited [Member] | Corporate Bond Securities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Subordinated debt gross | $ 5,000 | ||||||
Long term debt maturity date | Nov. 10, 2031 | ||||||
Long term debt bearing fixed interest rate percentage | 0% | 0% | |||||
Discount rate | 12% | 12% | |||||
Debt discount gross | $ 3,805 |
Note Payable - Schedule of Carr
Note Payable - Schedule of Carrying Amount of the Note Payable (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of carrying amount of the note payable [Line Items] | |||
Note payable, net of debt issuance costs | $ 14,213 | $ 4,784 | $ 1,814 |
Note Payable [Member] | |||
Schedule of carrying amount of the note payable [Line Items] | |||
Note payable, long term | 14,375 | ||
Final Payment | 750 | ||
Unamortized debt issuance costs | (912) | ||
Note payable, long term (net of debt issuance costs) | $ 14,213 | ||
Note payable | 5,000 | ||
Final Payment | 250 | ||
Unamortized debt issuance costs | (466) | ||
Note payable, net of debt issuance costs | $ 4,784 |
Note Payable - Schedule of Mini
Note Payable - Schedule of Minimum Required Payments of Notes Payable (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Note Payable [Abstract] | ||
Remainder of 2022 | $ 0 | |
2023 | 4,375 | $ 0 |
2024 | 7,500 | 1,250 |
2025 | 3,125 | 2,500 |
2025 | 1,250 | |
Total | $ 15,000 | $ 5,000 |
Note Payable - Additional Infor
Note Payable - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 28, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | May 25, 2021 | |
Disclosure In Entirety Of Notes Payable [Line Items] | ||||||||
Debt issuance costs | $ 500 | |||||||
Debt Instrument, Face Amount | $ 15,000 | |||||||
Interest Expense, Debt | $ 81 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 7% | 8.50% | 7% | 7% | ||||
Adjustment to additional paid in capital warrants issued | $ 268 | $ 268 | $ 75 | |||||
Silicon Valley Bank [Member] | Notes Payable, Other Payables [Member] | Two Thousand And Ten First Modification Loan Agreement [Member] | ||||||||
Disclosure In Entirety Of Notes Payable [Line Items] | ||||||||
Write off of debt issuance costs | 181 | |||||||
Repayment of notes payable | 2,000 | |||||||
Silicon Valley Bank And Silicon Innovation Credit Fund [Member] | ||||||||
Disclosure In Entirety Of Notes Payable [Line Items] | ||||||||
Adjustment to additional paid in capital warrants issued | $ 268 | |||||||
Silicon Valley Bank And Silicon Innovation Credit Fund [Member] | Notes Payable, Other Payables [Member] | Amended And Restated Loan And Security Agreement With Silicon Valley Bank Twenty Fifth August Two Thousand And Twenty One [Member] | ||||||||
Disclosure In Entirety Of Notes Payable [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||
Long term debt maturity start date | Jun. 01, 2023 | |||||||
Debt instrument maturity end date | May 01, 2025 | |||||||
Number of months by which interest payment may be extended | 12 months | |||||||
Debt instrument final payment percentage | 5% | |||||||
Gross debt issuance costs | $ 559 | |||||||
Debt instrument final payment payable | $ 250 | $ 250 | $ 250 | |||||
Interest expenses | $ 306 | |||||||
Silicon Valley Bank And Silicon Innovation Credit Fund [Member] | Notes Payable, Other Payables [Member] | Amended And Restated Loan And Security Agreement With Silicon Valley Bank Twenty Fifth August Two Thousand And Twenty One [Member] | Warrant Agreements With The Lenders [Member] | Warrants One [Member] | ||||||||
Disclosure In Entirety Of Notes Payable [Line Items] | ||||||||
Class of warrants or rights number of securities covered by the warrants or rights | 73,274 | |||||||
Class of warrants or rights exercise price of each warrant or right | $ 4.4 | |||||||
Silicon Valley Bank And Silicon Innovation Credit Fund [Member] | Notes Payable, Other Payables [Member] | Amended And Restated Loan And Security Agreement With Silicon Valley Bank Twenty Fifth August Two Thousand And Twenty One [Member] | Warrant Agreements With The Lenders [Member] | Additional Warrants To Be Issued One [Member] | ||||||||
Disclosure In Entirety Of Notes Payable [Line Items] | ||||||||
Factor used in calculating additional number of shares to be issued | 122,122 | |||||||
Debt amount minimum threshold outstanding above which additional shares will be issued | $ 5,000 | |||||||
Denominator used in calaculating additional number of shares to be issued | 45,000 | |||||||
Silicon Valley Bank And Silicon Innovation Credit Fund [Member] | Notes Payable, Other Payables [Member] | Amended And Restated Loan And Security Agreement With Silicon Valley Bank Twenty Fifth August Two Thousand And Twenty One [Member] | If Repaid Before Twenty Fifth of May Two Thousand And Twenty Two [Member] | ||||||||
Disclosure In Entirety Of Notes Payable [Line Items] | ||||||||
Prepayment fee percentage | 3% | |||||||
Silicon Valley Bank And Silicon Innovation Credit Fund [Member] | Notes Payable, Other Payables [Member] | Amended And Restated Loan And Security Agreement With Silicon Valley Bank Twenty Fifth August Two Thousand And Twenty One [Member] | If Repaid After Twenty Fifth of May Two Thousand And Twenty Two And Prior To Twenty Fifth May Two Thousand And Twenty Three [Member] | ||||||||
Disclosure In Entirety Of Notes Payable [Line Items] | ||||||||
Prepayment fee percentage | 2% | |||||||
Silicon Valley Bank And Silicon Innovation Credit Fund [Member] | Notes Payable, Other Payables [Member] | Amended And Restated Loan And Security Agreement With Silicon Valley Bank Twenty Fifth August Two Thousand And Twenty One [Member] | If Repaid After Twenty Fifth of May Two Thousand And Twenty Three [Member] | ||||||||
Disclosure In Entirety Of Notes Payable [Line Items] | ||||||||
Prepayment fee percentage | 1% | |||||||
Silicon Valley Bank And Silicon Innovation Credit Fund [Member] | Notes Payable, Other Payables [Member] | Amended And Restated Loan And Security Agreement With Silicon Valley Bank Twenty Fifth August Two Thousand And Twenty One [Member] | Wall Street Prime Journal Rate [Member] | ||||||||
Disclosure In Entirety Of Notes Payable [Line Items] | ||||||||
Debt instrument variable interest rate spread percentage | 3.75% | |||||||
Long term debt variable interest rate spread percentage | 7% | 7% | 7% | |||||
Tranche 1 [Member] | Silicon Valley Bank And Silicon Innovation Credit Fund [Member] | Notes Payable, Other Payables [Member] | Amended And Restated Loan And Security Agreement With Silicon Valley Bank Twenty Fifth August Two Thousand And Twenty One [Member] | ||||||||
Disclosure In Entirety Of Notes Payable [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 35,000 | |||||||
Tranche 1 [Member] | Silicon Valley Bank And Silicon Innovation Credit Fund [Member] | Notes Payable, Other Payables [Member] | Amended And Restated Loan And Security Agreement With Silicon Valley Bank Twenty Fifth August Two Thousand And Twenty One [Member] | Sub tranche One [Member] | ||||||||
Disclosure In Entirety Of Notes Payable [Line Items] | ||||||||
Debt Instrument, Face Amount | 5,000 | |||||||
Repayment of notes payable | $ 5,000 | |||||||
Long term debt term | 24 months | 24 months | 24 months | |||||
Tranche 1 [Member] | Silicon Valley Bank And Silicon Innovation Credit Fund [Member] | Notes Payable, Other Payables [Member] | Amended And Restated Loan And Security Agreement With Silicon Valley Bank Twenty Fifth August Two Thousand And Twenty One [Member] | Sub tranche Two [Member] | ||||||||
Disclosure In Entirety Of Notes Payable [Line Items] | ||||||||
Debt Instrument, Face Amount | 30,000 | |||||||
Tranche 1 [Member] | Silicon Valley Bank And Silicon Innovation Credit Fund [Member] | Notes Payable, Other Payables [Member] | Amended And Restated Loan And Security Agreement With Silicon Valley Bank Twenty Fifth August Two Thousand And Twenty One [Member] | Sub tranche Two [Member] | Sub tranche Of Fifteen Thousand Dollars [Member] | ||||||||
Disclosure In Entirety Of Notes Payable [Line Items] | ||||||||
Debt Instrument, Face Amount | 15,000 | |||||||
Tranche 1 [Member] | Silicon Valley Bank And Silicon Innovation Credit Fund [Member] | Notes Payable, Other Payables [Member] | Amended And Restated Loan And Security Agreement With Silicon Valley Bank Twenty Fifth August Two Thousand And Twenty One [Member] | Sub tranche Two [Member] | Sub tranche Of Fifteen Thousand Dollars Increment Of Five Thousand Dollars Each [Member] | ||||||||
Disclosure In Entirety Of Notes Payable [Line Items] | ||||||||
Debt Instrument, Face Amount | 5,000 | |||||||
Tranche 1 [Member] | Silicon Valley Bank [Member] | ||||||||
Disclosure In Entirety Of Notes Payable [Line Items] | ||||||||
Long-Term Line of Credit | 10,000 | |||||||
Line of Credit Facility, Periodic Payment, Interest | 15,000 | |||||||
Additional loan borrowed | $ 10,000 | |||||||
Tranche Two [Member] | Silicon Valley Bank And Silicon Innovation Credit Fund [Member] | Notes Payable, Other Payables [Member] | Achievement Of Milestone On Or Before Thirty First Of December Two Thousand And Twenty Two [Member] | ||||||||
Disclosure In Entirety Of Notes Payable [Line Items] | ||||||||
Debt Instrument, Face Amount | 5,000 | |||||||
Tranche Three [Member] | Silicon Valley Bank And Silicon Innovation Credit Fund [Member] | Notes Payable, Other Payables [Member] | Achievement Of Milestone On Or Before Thirty First Of December Two Thousand And Twenty Two [Member] | ||||||||
Disclosure In Entirety Of Notes Payable [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 10,000 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Temporary equity stock issued during the period shares new issues | 13,053,508 | ||||
Proceeds from redeemable convertible preferred stock net | $ 109,681 | ||||
Minimum gross proceeds from initial public offer from conversion of temporary equity into temporary equity | $ 75,000 | ||||
Sale of stock minimum issue price per share for conversion of temporary equity into permanent equity | $ 12.64035 | ||||
Factor in percentage terms to be used for calculating number of shares to be issued on conversion from temporary equity into permanent equity | 150% | ||||
Redeemable Convertible Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 41,785,202 | 41,785,202 | 41,785,202 | ||
Preferred stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Series A-1 Redeemable Convertible Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 4,000,000 | ||||
Preferred stock, Shares issued | 4,000,000 | 4,000,000 | |||
Temporary equity liquidation preference per share | $ 1 | ||||
Temporary equity conversion price per share | $ 1 | ||||
Series A-2 Redeemable Convertible Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 4,427,072 | ||||
Preferred stock, Shares issued | 4,427,072 | 4,427,072 | |||
Temporary equity liquidation preference per share | $ 1.995 | ||||
Temporary equity conversion price per share | $ 1.995 | ||||
Series B Redeemable Convertible Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 7,341,485 | ||||
Preferred stock, Shares issued | 7,341,485 | 7,341,485 | |||
Temporary equity liquidation preference per share | $ 5.7699 | ||||
Temporary equity conversion price per share | $ 5.7699 | ||||
Series C Redeemable Convertible Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 8,016,645 | ||||
Preferred stock, Shares issued | 8,016,645 | 8,016,645 | |||
Temporary equity liquidation preference per share | $ 8.5073 | ||||
Temporary equity conversion price per share | $ 8.5073 | ||||
Series D Redeemable Convertible Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 18,000,000 | ||||
Preferred stock, Shares issued | 18,000,000 | 18,000,000 | |||
Dividends, Preferred stock, Cash | $ 5,785 | ||||
Preferred stock, Redemption amount | $ 61,542 | $ 61,542 | |||
Payment of stock issuance costs | $ 319 | ||||
Temporary equity issue price per share | $ 8.426854 | ||||
Temporary equity dividend rate | 10% | ||||
Stock divdend (in shares) | 790,350 | ||||
Stock divdend | 2,908 | $ 2,877 | $ 1,115 | $ 6,660 | |
Temporary equity liquidation preference as a percentage of issue price | 150% | ||||
Temporary equity conversion price per share | $ 8.426854 | ||||
Temporary equity redemption price percentage | 150% | ||||
Temporary equity term | 3 years | ||||
Redemption value | $ 1,455 | $ 1,438 | $ 55,877 | $ 58,649 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 12 Months Ended | ||||
May 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | May 25, 2021 | Aug. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Aggregate intrinsic value of stock option awards exercised | $ 222 | $ 0 | $ 1,040 | $ 12 | |||||
Adjustment to additional paid in capital warrants issued | $ 268 | 268 | $ 75 | ||||||
Silicon Valley Bank And Silicon Innovation Credit Fund [Member] | |||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Adjustment to additional paid in capital warrants issued | $ 268 | ||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
weighted average grant-date fair value of stock options granted to employees | $ 8.97 | $ 0 | $ 3.39 | $ 4.71 | |||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 17,069 | $ 10,016 | |||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years | 2 years 7 months 6 days | |||||||
First Loan Modification Agreement Warrants [Member] | Warrant Agreements With The Lenders [Member] | Notes Payable, Other Payables [Member] | Amended And Restated Loan Agreement August Two Thousand And Twenty [Member] | |||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Class of warrants or rights number of securities covered by warrants or rights | 62,496 | ||||||||
Class of warrants or rights exercise price of each warrant or right | $ 6.84 | ||||||||
Class Of Warrants Or Rights Vested And Excercisable During The Period | 15,624 | ||||||||
Warrants To Be Issued Including Additional Warrants One [Member] | Warrant Agreements With The Lenders [Member] | Notes Payable, Other Payables [Member] | Amended And Restated Loan And Security Agreement With Silicon Valley Bank Twenty Fifth August Two Thousand And Twenty One [Member] | Silicon Valley Bank And Silicon Innovation Credit Fund [Member] | |||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Class of warrants or rights number of securities covered by warrants or rights | 195,396 | ||||||||
Class of warrants or rights exercise price of each warrant or right | $ 4.4 | ||||||||
Warrants One [Member] | Warrant Agreements With The Lenders [Member] | Notes Payable, Other Payables [Member] | Amended And Restated Loan And Security Agreement With Silicon Valley Bank Twenty Fifth August Two Thousand And Twenty One [Member] | Silicon Valley Bank And Silicon Innovation Credit Fund [Member] | |||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Class of warrants or rights number of securities covered by warrants or rights | 73,274 | ||||||||
Class of warrants or rights exercise price of each warrant or right | $ 4.4 | ||||||||
Class Of Warrants Or Rights Vested And Excercisable During The Period | 73,274 | ||||||||
Stock Incentive Plan 2011 [Member] | |||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 11,737,602 | 11,737,602 | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,878,907 | ||||||||
Share based compensation by share based award number of shares authorized for issuance | 2,754,300 | ||||||||
Stock Incentive Plan 2011 [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||
Share based compensation by share based award expiration period | 10 years | ||||||||
Share based compensation by share based award vesting term | 4 years |
Common Stock - Schedule of Stoc
Common Stock - Schedule of Stock Option Activity and Related Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Options, Opening | 7,529,063 | 6,020,392 | |
Number of Options, Granted | 1,334,379 | 5,783,942 | |
Number of Options, Cancelled | (458,986) | (3,978,900) | |
Number of Options, Exercised | (28,281) | (296,371) | |
Number of Options, Ending balance | 8,376,175 | 7,529,063 | 6,020,392 |
Number of Options, Exercisable | 5,110,692 | 4,366,874 | |
Number of Options vested and expected to vest | 8,376,175 | 7,529,063 | |
Weighted- Average Exercise Price Per Share, Opening | $ 3.89 | $ 4.53 | |
Weighted- Average Exercise Price Per Share, Granted | 11.58 | 4.4 | |
Weighted- Average Exercise Price Per Share, Cancelled | 4.55 | 5.85 | |
Weighted- Average Exercise Price Per Share, Exercised | 3.73 | 0.89 | |
Weighted- Average Exercise Price Per Share, Closing | 5.08 | 3.89 | $ 4.53 |
Weighted- Average Exercise Price Per Share, Exercisable | 3.77 | 3.52 | |
Weighted- Average Exercise Price Per Share, Options vested and expected to vest | $ 5.08 | $ 3.89 | |
Weighted- Average Remaining Contractual Term, Closing | 7 years 1 month 17 days | 7 years 3 months 10 days | 7 years 3 months |
Weighted- Average Remaining Contractual Term, Exercisable | 5 years 11 months 26 days | 6 years 1 month 9 days | |
Weighted- Average Remaining Contractual Term, Options vested and expected to vest | 7 years 1 month 17 days | 7 years 3 months 10 days | |
Aggregate Intrinsic Value, Opening | $ 4,020 | $ 13,878 | |
Aggregate Intrinsic Value, Closing | 54,482 | 4,020 | $ 13,878 |
Aggregate Intrinsic Value, Exercisable | 39,901 | 4,020 | |
Aggregate Intrinsic Value, Options vested and expected to vest | $ 54,482 | $ 4,020 |
Common Stock - (parenthetical)
Common Stock - (parenthetical) (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Aug. 31, 2021 Grantees $ / shares | Jun. 30, 2022 $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Class of Stock [Line Items] | |||
Share based compensation by share based award weighted average exercise price of stock options granted | $ 11.58 | $ 4.4 | |
Two Thousand And Eleven Stock Incentive Plan [Member] | Employee Stock Option Member | |||
Class of Stock [Line Items] | |||
Incremental share based compensation due to revision in exercise price | $ | $ 351 | ||
Two Thousand And Eleven Stock Incentive Plan [Member] | Employee Stock Option Member | Reduction In Exercise Price [Member] | |||
Class of Stock [Line Items] | |||
Share based compensation by share based award number of grantees who were given reduction in exercise price | Grantees | 60 | ||
Two Thousand And Eleven Stock Incentive Plan [Member] | Employee Stock Option Member | Reduction In Exercise Price [Member] | Original Exercise Price [Member] | Maximum [Member] | |||
Class of Stock [Line Items] | |||
Share based compensation by share based award weighted average exercise price of stock options granted | $ 6.84 | ||
Two Thousand And Eleven Stock Incentive Plan [Member] | Employee Stock Option Member | Reduction In Exercise Price [Member] | Original Exercise Price [Member] | Minimum [Member] | |||
Class of Stock [Line Items] | |||
Share based compensation by share based award weighted average exercise price of stock options granted | 5.67 | ||
Two Thousand And Eleven Stock Incentive Plan [Member] | Employee Stock Option Member | Reduction In Exercise Price [Member] | Revied Exercise Price [Member] | |||
Class of Stock [Line Items] | |||
Share based compensation by share based award weighted average exercise price of stock options granted | $ 4.4 |
Common Stock - Schedule of St_2
Common Stock - Schedule of Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock based compensation expenses | $ 1,969 | $ 958 | $ 4,039 | $ 1,800 | $ 4,913 | $ 2,898 |
Research and development | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock based compensation expenses | 841 | 265 | 1,450 | 512 | 1,340 | 988 |
Selling, general and administrative | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock based compensation expenses | $ 1,128 | $ 693 | $ 2,589 | $ 1,288 | $ 3,573 | $ 1,910 |
Common Stock - Schedule of Fair
Common Stock - Schedule of Fair Value of All Option Activity (Detail) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Fair value of common stock | $ 11.58 | $ 4.4 | $ 6.29 |
Expected volatility | 96.21% | 98.73% | 93.50% |
Expected term (in years) | 6 years 10 days | 4 years 10 months 17 days | 5 years 11 months 8 days |
Risk-free interest rate | 1.73% | 0.81% | 0.46% |
Expected dividend yield | 0% | 0% | 0% |
Common Stock - Schedule of Fa_2
Common Stock - Schedule of Fair Value of the Warrants (Detail) - Warrant Agreements With The Lenders [Member] - Notes Payable, Other Payables [Member] - Silicon Valley Bank And Silicon Innovation Credit Fund [Member] | Dec. 31, 2021 yr $ / Pershare |
First Loan Modification Agreement Warrants [Member] | Amended And Restated Loan Agreement August Two Thousand And Twenty [Member] | Measurement Input, Share Price [Member] | |
Class Of Warrants Or Rights Measurement Input [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | $ / Pershare | 6.84 |
First Loan Modification Agreement Warrants [Member] | Amended And Restated Loan Agreement August Two Thousand And Twenty [Member] | Measurement Input, Price Volatility [Member] | |
Class Of Warrants Or Rights Measurement Input [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 67.7 |
First Loan Modification Agreement Warrants [Member] | Amended And Restated Loan Agreement August Two Thousand And Twenty [Member] | Measurement Input, Expected Term [Member] | |
Class Of Warrants Or Rights Measurement Input [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | yr | 9.95 |
First Loan Modification Agreement Warrants [Member] | Amended And Restated Loan Agreement August Two Thousand And Twenty [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Class Of Warrants Or Rights Measurement Input [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.72 |
First Loan Modification Agreement Warrants [Member] | Amended And Restated Loan Agreement August Two Thousand And Twenty [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Class Of Warrants Or Rights Measurement Input [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Warrants One [Member] | Amended And Restated Loan And Security Agreement With Silicon Valley Bank Twenty Fifth August Two Thousand And Twenty One [Member] | Measurement Input, Share Price [Member] | |
Class Of Warrants Or Rights Measurement Input [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | $ / Pershare | 4.4 |
Warrants One [Member] | Amended And Restated Loan And Security Agreement With Silicon Valley Bank Twenty Fifth August Two Thousand And Twenty One [Member] | Measurement Input, Price Volatility [Member] | |
Class Of Warrants Or Rights Measurement Input [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 95 |
Warrants One [Member] | Amended And Restated Loan And Security Agreement With Silicon Valley Bank Twenty Fifth August Two Thousand And Twenty One [Member] | Measurement Input, Expected Term [Member] | |
Class Of Warrants Or Rights Measurement Input [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | yr | 10 |
Warrants One [Member] | Amended And Restated Loan And Security Agreement With Silicon Valley Bank Twenty Fifth August Two Thousand And Twenty One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Class Of Warrants Or Rights Measurement Input [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 1.56 |
Warrants One [Member] | Amended And Restated Loan And Security Agreement With Silicon Valley Bank Twenty Fifth August Two Thousand And Twenty One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Class Of Warrants Or Rights Measurement Input [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term investments: | |||
Short-term investments | $ 4,987 | ||
Fair Value, Recurring [Member] | |||
Short-term investments: | |||
Total assets | 21,537 | ||
Fair Value, Recurring [Member] | US Treasury Securities [Member] | |||
Short-term investments: | |||
Short-term investments | 4,987 | ||
Fair Value, Recurring [Member] | Money Market Funds [Member] | |||
Cash equivalents: | |||
Money market funds | 16,550 | $ 61,510 | $ 17,508 |
Fair Value, Recurring [Member] | Level 1 [Member] | |||
Short-term investments: | |||
Total assets | 21,537 | ||
Fair Value, Recurring [Member] | Level 1 [Member] | US Treasury Securities [Member] | |||
Short-term investments: | |||
Short-term investments | 4,987 | ||
Fair Value, Recurring [Member] | Level 1 [Member] | Money Market Funds [Member] | |||
Cash equivalents: | |||
Money market funds | 16,550 | 61,510 | 17,508 |
Fair Value, Recurring [Member] | Level 2 [Member] | |||
Short-term investments: | |||
Total assets | |||
Fair Value, Recurring [Member] | Level 2 [Member] | US Treasury Securities [Member] | |||
Short-term investments: | |||
Short-term investments | |||
Fair Value, Recurring [Member] | Level 2 [Member] | Money Market Funds [Member] | |||
Cash equivalents: | |||
Money market funds | |||
Fair Value, Recurring [Member] | Level 3 [Member] | |||
Short-term investments: | |||
Total assets | |||
Fair Value, Recurring [Member] | Level 3 [Member] | US Treasury Securities [Member] | |||
Short-term investments: | |||
Short-term investments | |||
Fair Value, Recurring [Member] | Level 3 [Member] | Money Market Funds [Member] | |||
Cash equivalents: | |||
Money market funds |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Line Items] | |||||
Unrealized loss on short-term investments | $ (1) | $ (7) | $ 7 | ||
Fair Value, Recurring [Member] | |||||
Fair Value Disclosures [Line Items] | |||||
Liabilities measured at fair value on a recurring basis | $ 0 | $ 0 | $ 0 | $ 0 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | |||
Federal | $ 0 | $ 0 | |
State | 0 | 1 | |
Total current expense (benefit) | 0 | 1 | |
Deferred | |||
Federal | 0 | 0 | |
State | 0 | 0 | |
Total deferred expense (benefit) | 0 | 0 | |
Total tax recognized | $ 1 | $ 0 | $ 1 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliations (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Benefit at federal statutory rate | 21% | 21% |
State taxes | 3.41% | 2.70% |
Credits | 1.20% | 2.61% |
Share-based payment measurement | (0.57%) | (1.01%) |
Other | (1.90%) | 0.18% |
Change in valuation allowance | (23.14%) | (25.49%) |
Effective tax rate | 0% | (0.01%) |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Operating tax losses | $ 38,084 | $ 26,016 |
Research credits | 5,920 | 4,810 |
Temporary differences | 981 | 773 |
Share based payments | 1,902 | 1,099 |
Gross deferred tax assets | 46,887 | 32,698 |
Valuation Allowance | (46,287) | (32,090) |
Deferred tax assets, Less: valuation allowance | 600 | 608 |
Deferred tax liabilities: | ||
Other temporary differences | (600) | (608) |
Deferred tax liabilities | (600) | (608) |
Total | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Details Of Income Taxes [Line Items] | |
Deferred tax assets operating loss carryforwards | $ 161,416 |
Deferred tax assets operating loss carryforwards subject to expiration | 31,208 |
Deferred tax assets operating loss carryforwards not subject to expiration | 130,209 |
Deferred tax assets operating loss carryforwards state | $ 66,921 |
Maximum ownership percentage of shareholders for not subject to annual limitation | 50% |
Threshold limit for recognition of uncertain tax positions | 50% |
Domestic Tax Authority [Member] | |
Details Of Income Taxes [Line Items] | |
Deferred tax assets tax credits carryforwards | $ 4,426 |
State and Local Jurisdiction [Member] | |
Details Of Income Taxes [Line Items] | |
Deferred tax assets tax credits carryforwards | 1,884 |
Deferred tax assets tax credits carryforwards investment | $ 7 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Earnings Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||||||
Net loss | $ (22,493) | $ (21,892) | $ (14,774) | $ (8,827) | $ (44,385) | $ (23,601) | $ (61,348) | $ (25,646) |
Dividends on Series D convertible preferred stock | (2,908) | (1,115) | (5,785) | (1,115) | (6,660) | |||
Net loss attributable to common stockholders—basic | (26,856) | (71,766) | (53,063) | (80,593) | (126,657) | (25,646) | ||
Net loss attributable to common stockholders—diluted | $ (26,856) | $ (71,766) | $ (53,063) | $ (80,593) | $ (126,657) | $ (25,646) | ||
Denominator: | ||||||||
Weighted-average common stock outstanding, Basic | 1,471,296 | 1,157,870 | 1,466,462 | 1,157,869 | 1,197,489 | 1,155,319 | ||
Weighted-average common stock outstanding, Diluted | 1,471,296 | 1,157,870 | 1,466,462 | 1,157,869 | 1,197,489 | 1,155,319 | ||
Net loss per share attributable to common stockholders—basic | $ (18.25) | $ (61.98) | $ (36.18) | $ (69.6) | $ (105.77) | $ (22.2) | ||
Net loss per share attributable to common stockholders—diluted | $ (18.25) | $ (61.98) | $ (36.18) | $ (69.6) | $ (105.77) | $ (22.2) | ||
Series D Redeemable Convertible Preferred Stock [Member] | ||||||||
Numerator: | ||||||||
Dividends on Series D convertible preferred stock | $ (2,908) | $ (1,115) | $ (5,785) | $ (1,115) | $ (6,660) | |||
Redemption value of Series D convertible preferred stock | $ (1,455) | $ (55,877) | $ (2,893) | $ (55,877) | $ (58,649) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Anti Dilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 54,183,098 | 49,702,244 | 52,306,248 | 29,883,266 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 226,196 | 226,196 | 226,196 | 77,672 |
Equity Unit Purchase Agreements [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 8,376,175 | 5,912,116 | 7,529,063 | 6,020,392 |
Series A-1 Redeemable Convertible Preferred Stock [Member] | Convertible Debt Securities [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 4,000,000 | 4,000,000 | 4,000,000 | 4,000,000 |
Series A-2 Redeemable Convertible Preferred Stock [Member] | Convertible Debt Securities [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 4,427,072 | 4,427,072 | 4,427,072 | 4,427,072 |
Series B Redeemable Convertible Preferred Stock [Member] | Convertible Debt Securities [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 7,341,485 | 7,341,485 | 7,341,485 | 7,341,485 |
Series C Redeemable Convertible Preferred Stock [Member] | Convertible Debt Securities [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 8,016,645 | 8,016,645 | 8,016,645 | 8,016,645 |
Series D Redeemable Convertible Preferred Stock [Member] | Convertible Debt Securities [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 21,795,525 | 19,778,730 | 20,765,787 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Annual Lease Payments for Operating leases (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | ||
2022 | $ 429 | $ 1,118 |
2023 | 878 | 878 |
2024 | 914 | 914 |
2025 | 950 | 950 |
2026 | 905 | 904 |
Total undiscounted payments due under operating leases | $ 4,076 | $ 4,764 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 USD ($) ft² | Dec. 31, 2020 USD ($) | |
Other Commitments [Line Items] | ||
Rent expense | $ | $ 1,116 | $ 915 |
Boston, Massachusetts [Member] | ||
Other Commitments [Line Items] | ||
Area of property | 7,200 | |
Lease Expiration Period | October 2022 | |
Larkspur, California [Member] | ||
Other Commitments [Line Items] | ||
Area of property | 43,600 | |
Lease Expiration Period | November 2026 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Postemployment Retirement Benefits [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plan, employer contribution | $ 459 | $ 381 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |||||
Aug. 19, 2022 | Jan. 26, 2022 | Jan. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||||||
Issuance of common stock, Share | 1,482,520 | 1,454,239 | 1,157,868 | |||
Issuance of common stock, Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Issuance of common stock | $ 0 | $ 0 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Share based compensation arrangements by share based payment award options granted | 1,334,379 | |||||
Share based compensation arrangements by share based payment award options granted Weighted average grant date fair value per share | $ 11.58 | |||||
Business combination, transaction related expenses | $ 30,990 | |||||
Subsequent Event [Member] | Social Capital Suvretta Holdings Corp. I [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business combination estimated combined enterprise value | $ 1,000,000 | |||||
Gross proceeds from business combination | 164,283 | |||||
Subsequent Event [Member] | Social Capital Suvretta Holdings Corp. I [Member] | PIPE Investors [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Issuance of common stock | $ 162,000 | |||||
Subsequent Event [Member] | Social Capital Suvretta Holdings Corp. I [Member] | PIPE Shares [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Issuance of common stock, Share | 16,200,000 | |||||
Issuance of common stock, Per Share | $ 10 |