Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Ventyx Biosciences, Inc. | |
Entity Central Index Key | 0001851194 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity File Number | 001-40298 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-2996852 | |
Entity Address, Address Line One | 662 Encinitas Blvd | |
Entity Address, Address Line Two | Suite 250 | |
Entity Address, City or Town | Encinitas | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92024 | |
City Area Code | 760 | |
Local Phone Number | 593-4832 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 50,296,506 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | VTYX | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 68,986,000 | $ 244,000 |
Marketable securities | 72,966,000 | 0 |
Prepaid expenses and other assets (includes related party amounts of $48 and $0, respectively) | 3,707,000 | 1,000 |
Total current assets: | 145,659,000 | 245,000 |
Property and equipment, net | 219,000 | 0 |
Other long-term assets | 2,831,000 | |
Total assets | 148,709,000 | 245,000 |
Current liabilities | ||
Accounts payable (includes related party amounts of $0 and $238, respectively) | 4,263,000 | 1,102,000 |
Accrued expenses (includes related party amounts of $237 and $17, respectively) | 7,546,000 | 301,000 |
Total current liabilities | 11,809,000 | 1,403,000 |
Change of control derivative liability - related party | 16,849,000 | |
Convertible promissory notes - related party | 2,920,000 | |
Convertible SAFE notes at fair value - related party | 9,727,000 | |
Total liabilities | 11,809,000 | 30,899,000 |
Commitments and contingencies (Note 7) | ||
Stockholders' deficit: | ||
Additional paid-in capital | 12,393,000 | 1,847,000 |
Accumulated other comprehensive loss | 17,000 | |
Accumulated deficit | (100,031,000) | (32,501,000) |
Total stockholders' deficit | (87,621,000) | (30,654,000) |
Total liabilities, convertible preferred stock and stockholders' deficit | 148,709,000 | $ 245,000 |
Series A Convertible Preferred Stock | ||
Convertible preferred shares: | ||
Convertible preferred shares, value | 116,275,000 | |
Series A-1 Convertible Preferred Stock | ||
Convertible preferred shares: | ||
Convertible preferred shares, value | 57,437,000 | |
Series B Convertible Preferred Stock | ||
Convertible preferred shares: | ||
Convertible preferred shares, value | $ 50,809,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid expense and other assets, related party | $ 48 | $ 0 |
Accounts payable, related party | 0 | 238 |
Accrued expenses, related party | $ 237 | $ 17 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 436,248,586 | 47,603,832 |
Common stock, shares issued | 4,198,682 | 2,187,187 |
Common stock, shares outstanding | 4,058,222 | 2,059,157 |
Series A Convertible Preferred Stock | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 119,879,441 | 0 |
Convertible preferred stock, shares issued | 12,533,905 | 0 |
Convertible preferred stock, shares outstanding | 12,533,905 | 0 |
Convertible preferred stock, liquidation preference | $ 114,300 | |
Series A-1 Convertible Preferred Stock | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 179,490,370 | 0 |
Convertible preferred stock, shares issued | 18,766,496 | 0 |
Convertible preferred stock, shares outstanding | 18,766,496 | 0 |
Series B Convertible Preferred Stock | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 38,537,683 | 0 |
Convertible preferred stock, shares issued | 4,029,275 | 0 |
Convertible preferred stock, shares outstanding | 4,029,275 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating expenses: | ||||
Research and development (includes related party amounts of $287, $179, $839 and $653, respectively) | $ 10,545 | $ 1,990 | $ 44,657 | $ 5,059 |
General and administrative (includes related party amounts of $0, $107, $116 and $328, respectively) | 2,242 | 245 | 4,664 | 551 |
Total operating expenses | 12,787 | 2,235 | 49,321 | 5,610 |
Loss from operations | (12,787) | (2,235) | (49,321) | (5,610) |
Other (income) expense: | ||||
Other (income) expense | (13) | 1 | 31 | 1 |
Interest expense - related party | 94 | 99 | 205 | |
Change in fair value of notes and derivative - related party | 4,825 | 11,051 | 5,656 | |
Change in fair value of Series A tranche liability | 5,476 | |||
Total other (income) expense | (13) | 4,920 | 16,657 | 5,862 |
Net loss | (12,774) | (7,155) | (65,978) | (11,472) |
Deemed dividend | (1,552) | |||
Net loss attributable to common shareholders | (12,774) | (7,155) | (67,530) | (11,472) |
Net loss | (12,774) | (7,155) | (65,978) | (11,472) |
Unrealized gain (loss) on investment securities | 6 | 6 | ||
Foreign currency translation | 23 | 11 | ||
Comprehensive loss | $ (12,745) | $ (7,155) | $ (65,961) | $ (11,472) |
Net loss per share attributable to common shareholders, basic and diluted | $ (3.17) | $ (3.58) | $ (19.81) | $ (5.82) |
Shares used to compute basic and diluted net loss per share attributable to common shareholders | 4,026,083 | 1,998,548 | 3,409,036 | 1,971,081 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Research and development expenses related party | $ 287 | $ 179 | $ 839 | $ 653 |
General and administrative expenses with related party | $ 0 | $ 107 | $ 116 | $ 328 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Series A Convertible Preferred Stock | Series A-1 Convertible Preferred Stock | Series B Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Other Comprehensive Loss | Accumulated Deficit |
Balance at Dec. 31, 2019 | $ (4,128) | $ 199 | $ (4,327) | |||||
Balance, shares at Dec. 31, 2019 | 1,926,491 | |||||||
Modification of debt instruments with related party | 1,601 | 1,601 | ||||||
Vesting of restricted common stock, shares | 82,866 | |||||||
Stock-based compensation expense | 31 | 31 | ||||||
Net loss | (11,472) | (11,472) | ||||||
Balance at Sep. 30, 2020 | (13,968) | 1,831 | (15,799) | |||||
Balance, shares at Sep. 30, 2020 | 2,009,357 | |||||||
Balance at Jun. 30, 2020 | (8,428) | 216 | (8,644) | |||||
Balance, shares at Jun. 30, 2020 | 1,981,735 | |||||||
Modification of debt instruments with related party | 1,601 | 1,601 | ||||||
Vesting of restricted common stock, shares | 27,622 | |||||||
Stock-based compensation expense | 14 | 14 | ||||||
Net loss | (7,155) | (7,155) | ||||||
Balance at Sep. 30, 2020 | (13,968) | 1,831 | (15,799) | |||||
Balance, shares at Sep. 30, 2020 | 2,009,357 | |||||||
Temporary equity, Balance, shares at Dec. 31, 2020 | 0 | 0 | 0 | |||||
Balance at Dec. 31, 2020 | (30,654) | 1,847 | (32,501) | |||||
Balance, shares at Dec. 31, 2020 | 2,059,157 | |||||||
Temporary equity, Issuance of preferrred stock upon modification and conversion of notes | $ 38,911 | |||||||
Temporary equity, Issuance of preferrred stock upon modification and conversion of notes, shares | 12,713,585 | |||||||
Issuance of preferrred stock upon modification and conversion of notes | 1,735 | 1,735 | ||||||
Temporary equity, Acquisition of Oppilan and Zomagen | $ 18,526 | |||||||
Temporary equity, Acquisition of Oppilan and Zomagen, shares | 6,052,911 | |||||||
Acquisition of Oppilan and Zomagen | 2,820 | 2,820 | ||||||
Acquisition of Oppilan and Zomagen, shares | 818,798 | |||||||
Temporary equity, Issuance of preferred stock and common stock, net of legal fees | $ 112,303 | $ 50,809 | ||||||
Temporary equity, Issuance of preferred stock and common stock, net of legal fees, shares | 12,533,905 | 4,029,275 | ||||||
Issuance of preferred stock and common stock, net of legal fees | 1,552 | (1,552) | ||||||
Issuance of preferred stock and common stock, net of legal fees, shares | 507,133 | |||||||
Temporary equity, Conversion of tranche liability to Series A preferred stock and common stock | $ 3,972 | |||||||
Conversion of tranche liability to Series A preferred stock and common stock | 3,058 | 3,058 | ||||||
Conversion of tranche liability to Series A preferred stock and common stock, shares | 507,133 | |||||||
Vesting of restricted common stock, shares | 73,793 | |||||||
Issuance of common stock upon exercise of stock options | $ 44 | 44 | ||||||
Issuance of common stock upon exercise of stock options, shares | 92,208 | 92,208 | ||||||
Stock-based compensation expense | $ 1,337 | 1,337 | ||||||
Unrealized gain (loss) on marketable securities | 6 | $ 6 | ||||||
Foreign currency translation | 11 | 11 | ||||||
Net loss | (65,978) | (65,978) | ||||||
Temporary equity, Balance at Sep. 30, 2021 | $ 116,275 | $ 57,437 | $ 50,809 | |||||
Temporary equity, Balance, shares at Sep. 30, 2021 | 12,533,905 | 18,766,496 | 4,029,275 | |||||
Balance at Sep. 30, 2021 | (87,621) | 12,393 | 17 | (100,031) | ||||
Balance, shares at Sep. 30, 2021 | 4,058,222 | |||||||
Temporary equity, Balance at Jun. 30, 2021 | $ 116,279 | $ 57,437 | ||||||
Temporary equity, Balance, shares at Jun. 30, 2021 | 12,533,905 | 18,766,496 | ||||||
Balance at Jun. 30, 2021 | (75,864) | 11,405 | (12) | (87,257) | ||||
Balance, shares at Jun. 30, 2021 | 3,955,973 | |||||||
Additional legal fees incurred associated with the issuance of preferred stock | $ (4) | |||||||
Temporary equity, Issuance of preferred stock and common stock, net of legal fees | $ 50,809 | |||||||
Temporary equity, Issuance of preferred stock and common stock, net of legal fees, shares | 4,029,275 | |||||||
Vesting of restricted common stock, shares | 22,581 | |||||||
Issuance of common stock upon exercise of stock options | 19 | 19 | ||||||
Issuance of common stock upon exercise of stock options, shares | 79,668 | |||||||
Stock-based compensation expense | 969 | 969 | ||||||
Unrealized gain (loss) on marketable securities | 6 | 6 | ||||||
Foreign currency translation | 23 | 23 | ||||||
Net loss | (12,774) | (12,774) | ||||||
Temporary equity, Balance at Sep. 30, 2021 | $ 116,275 | $ 57,437 | $ 50,809 | |||||
Temporary equity, Balance, shares at Sep. 30, 2021 | 12,533,905 | 18,766,496 | 4,029,275 | |||||
Balance at Sep. 30, 2021 | $ (87,621) | $ 12,393 | $ 17 | $ (100,031) | ||||
Balance, shares at Sep. 30, 2021 | 4,058,222 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | |||
Net loss | $ (65,978) | $ (11,472) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation | 14 | ||
Stock-based compensation | 1,337 | 31 | |
Effect of exchange rates on cash | 11 | ||
Non-cash interest - related party | $ 94 | 99 | 205 |
Change in fair value of notes and derivative - related party | 4,825 | 11,051 | 5,656 |
Change in fair value of Series A tranche liability | 5,476 | ||
Acquired in-process research and development | 21,781 | ||
Changes in operating assets and liabilities | |||
Prepaid expenses and other assets (includes related party amounts of ($30) and $1, respectively) | (3,647) | 37 | |
Accounts payable (includes related party amounts of ($238 and $259, respectively) | 2,049 | 932 | |
Accrued expenses (includes related party amounts of $10 and $74, respectively) | 3,855 | 304 | |
Net cash used in operating activities | (23,952) | (4,307) | |
Cash flows from investing activities | |||
Acquisition of Oppilan and Zomagen, net of cash | 1,899 | ||
Investments in marketable securities, available-for-sale | (72,960) | ||
Purchases of property and equipment | (214) | ||
Net cash provided by investing activities | (71,275) | ||
Cash flows from financing activities | |||
Proceeds from issuance of Series A and Series B convertible preferred stock, net of offering costs | 164,221 | ||
Deferred offering costs | (746) | ||
Proceeds from exercise of stock options | 44 | ||
Proceeds from issuance of SAFE notes, net | 450 | 4,050 | |
Net cash provided by financing activities | 163,969 | 4,050 | |
Increase (decrease) in cash and cash equivalents | 68,742 | (257) | |
Cash and cash equivalents, beginning of period | 244 | 309 | |
Cash and cash equivalents, end of period | $ 52 | 68,986 | 52 |
Supplemental disclosure for non-cash activities | |||
Amendment to convertible promissory notes - related party | 2,706 | ||
Conversion of promissory and SAFE notes - related party | 38,911 | ||
Stock issued for the acquisition of Oppilan and Zomagen | 21,345 | ||
Unpaid deferred offering costs | 2,000 | ||
Unrealized gain (loss) on investment securities | 6 | ||
Taxes paid | $ 2 | $ 1 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Statement Of Cash Flows [Abstract] | ||
Prepaid expense and other assets, related party amounts | $ (30) | $ 1 |
Accounts payable, related party amounts | 238 | 259 |
Accrued expenses, related party amounts | $ 10 | $ 74 |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business Ventyx Biosciences, Inc. (“Ventyx” or “the Company”) is a pre-clinical and clinical-stage pharmaceutical company focused on immunology across diverse therapeutic areas, incorporated in the State of Delaware in November 2018, with its principal operations in California. The Company leverages its drug discovery and development expertise to develop novel and differentiated therapeutics that target both the innate and adaptive immune system. Initial Public Offering The Company’s registration statement on Form S-1 (“IPO Registration Statement”) related to its initial public offering (“IPO”) was declared effective on October 20, 2021, and the Company’s common stock began trading on the Nasdaq Global Select Market (“Nasdaq”) on October 21, 2021. Through its initial public offering, the Company sold an aggregate of 10,893,554 shares of its common stock, including 1,420,898 shares sold pursuant to the underwriters' over-allotment option, at a public offering price of $ 16.00 per share. The Company received net proceeds of approximately $ 158.8 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company, from sales of its shares in the IPO. In connection with the closing of the initial public offering, all 12.5 million outstanding shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”), 18.8 million outstanding shares of Series A-1 Convertible Preferred Stock (“Series A-1 Preferred Stock”), and 4.0 million shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) converted into an aggregate of 35.3 million shares of common stock. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The presentation of the Company’s condensed consolidated financial statements for the three and nine months ended September 30, 2020 and the condensed consolidated balance sheet as of December 31, 2020 reflect the financial results of Ventyx Biosciences, Inc. as a standalone business. The presentation of the Company’s condensed consolidated financial statements as of and for the three and nine months ended September 30, 2021 reflect the financial results of Ventyx Biosciences, Inc. and its two acquired wholly owned subsidiaries, Oppilan Pharma, Ltd. ("Oppilan") and Zomagen Biosciences, Ltd. ("Zomagen"), on a consolidated basis, as of the acquisition date of February 26, 2021 (Note 5). All intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial information. The condensed consolidated balance sheet data as of December 31, 2020 was derived from the Company’s audited financial statements. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020 and the notes thereto included in the Company’s prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with the SEC on October 20, 2021 (the “Prospectus”). The unaudited financial information for the interim periods presented herein reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial condition and results of operation for the periods presented, with such adjustments consisting only of normal recurring adjustments. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results expected for the full year ending December 31, 2021 or any future period. February 2021 Forward Stock Split and October 2021 Reverse Stock Split On February 26, 2021, the Company effected a 7.933972 for 1 forward stock split of its common stock. The par value and the authorized shares of the common stock were not adjusted as a result of the stock split. The accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements give retroactive effect to the stock split for all periods presented. On October 11, 2021, the Company effected a 1 for 9.5644 reverse stock split of its capital stock. The par value and the authorized shares of the capital stock were not adjusted as a result of the reverse stock split. The accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements give retroactive effect to the stock split for all periods presented. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates. The Company is closely monitoring the impact of the COVID-19 pandemic on its business and has taken steps designed to protect the health and safety of its employees while continuing its operations. The full extent to which the COVID-19 pandemic will impact the Company’s business, results of operations, financial condition, clinical trials, and preclinical research will depend on future developments that are highly uncertain, including actions taken to contain or treat COVID-19 and their effectiveness, as well as the economic impact on national and international markets. Cash and Cash Equivalents The Company considers all short-term, highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition date to be cash equivalents. Cash equivalents consist of money market accounts and commercial paper and are stated at fair value. Investments in Marketable Securities, Available-for-Sale In the third quarter of 2021, the Company began maintaining a portfolio of investments which include commercial paper and asset-backed securities (“ABS”). The Company classifies its investments in marketable securities as available-for-sale securities and, accordingly, the Company’s marketable securities are reported at fair value. Unrealized gains and losses are included in accumulated other comprehensive loss, net of tax. The cost of securities sold is determined on a specific identification basis, and realized gains and losses, if any, are included in other income (expense), net within the condensed consolidated statement of operations and comprehensive loss. The Company regularly reviews its investment portfolio to determine if any security is other-than-temporarily impaired, which would require the Company to record an impairment charge in the period that any such determination is made. Calculating an impairment charge requires a high degree of judgment. In making this judgment, the Company evaluates, among other items, the time frame and extent to which the fair market value of a security is less than its amortized cost and the Company’s intent and ability to sell, or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis. Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss is comprised of net loss, foreign currency translation adjustments and unrealized gains (losses) on marketable securities. Acquisitions The Company accounts for acquisitions of an asset or group of similar identifiable assets that do not meet the definition of a business as asset acquisition using the cost accumulation method, whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of their relative fair values. No goodwill is recognized in an asset acquisition. Intangible assets acquired in an asset acquisition for use in research and development activities which have no alternative future use are expensed as in-process research and development on the acquisition date. Intangible assets acquired for use in research and development activities which have an alternative future use are capitalized as in-process research and development. Future costs to develop these assets are recorded to research and development expense as they are incurred. Convertible Preferred Stock The Company has issued shares of Series A, Series A-1, and Series B Convertible Preferred Stock that are conditionally redeemable, as the redemption rights are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, and as such, are classified as temporary equity. Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted As an “emerging growth company,” the Company is allowed by the Jumpstart Our Business Startups Act to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use model and requires a lessee to recognize on the balance sheet a right-of-use asset and corresponding lease liability for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities (“ASU 2020-05”), which delays adoption of Topic 606 and Topic 842. Pursuant to the delayed adoption provided for under ASU 2020-05, the new leasing standard is effective for the Company’s annual periods beginning after December 15, 2021 with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities. ASU 2016-13 is effective for the Company’s annual periods beginning after 2023, with early adoption permitted. The Company is currently evaluating the impact the adoption of this guidance will have on its financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in Entity’s Own Equity (“ASU 2020-06”), which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the ASU eliminated the need for the Company to assess whether a contract on the entity’s own equity (1) permits settlement in unregistered shares, (2) whether counterparty rights rank higher shareholder’s rights, and (3) whether collateral is required. In addition, this ASU requires incremental disclosure related to contracts on the entity’s own equity and clarifies the treatment of certain financial instruments accounted for under this ASU on earnings per share. This ASU may be applied on a full retrospective or modified retrospective basis. The amendments within this ASU are effective for the Company’s fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption of the ASU is permitted for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact that this standard may have on its financial statements and related disclosures. Recently Issued Accounting Pronouncements Adopted In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606) (“ASU 2018-18”), which clarifies the interaction between ASC Topic 808, Collaborative Arrangements , and ASC Topic 606, Revenue from Contracts with Customers . This guidance, among other items, clarifies that certain transactions between collaborative participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. ASU 2018-18 is effective for the Company’s fiscal years beginning after December 15, 2020. The Company adopted this standard in the first quarter of 2021 . The Company has evaluated the effect that the updated standard had on its internal processes, financial statements and related disclosures, and has determined that the adoption did not have a material impact on the Company’s financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part of its initiative to reduce complexity in accounting standards. The amendments in this ASU are effective for the Company’s fiscal years beginning after December 15, 2020, including interim periods therein. The Company adopted this standard in the first quarter of 2021 . The Company has evaluated the effect that the updated standard had on its internal processes, financial statements and related disclosures, and has determined that the adoption did not have a material impact on the Company’s financial statements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurement s Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The accounting guidance establishes a three-tier fair value hierarchy, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs, other than the quoted prices included in Level 1 that are either directly or indirectly observable. Level 3: Unobservable inputs in which there is little or no market activity, which require the reporting entity to develop its own assumptions. The carrying amounts of the Company’s current financial assets and current financial liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. Financial assets and liabilities measured at fair value on a recurring basis include cash equivalents, marketable securities, the change of control derivative liability and the fair value of the Convertible SAFE Notes. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. The following tables present information about the fair value measurements of the Company’s financial assets and liabilities which are measured at fair value on a recurring basis, and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market fund $ 546 $ — $ — $ 546 Commercial paper — 11,499 — 11,499 Total cash equivalents 546 11,499 — 12,045 Marketable securities Commercial paper — 65,910 — 65,910 Asset backed securities — 7,056 7,056 Total marketable securities — 72,966 — 72,966 Total assets $ 546 $ 84,465 $ — $ 85,011 December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Change of control derivative liability - related party $ — $ — $ 16,849 $ 16,849 Convertible SAFEs - related party — — 9,727 9,727 Total liabilities $ — $ — $ 26,576 $ 26,576 The Company did no t hold any cash equivalents or marketable securities as of December 31, 2020. In determining the fair value of its Level 2 investments, the Company relied on the most recent observable inputs for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable. These quoted prices were obtained by the Company with the assistance of a third-party pricing service based on available trade, bid and other observable market data for identical or similar securities. During the nine months ended September 30, 2021, there were no transfers between Level 1, Level 2 and Level 3. As of September 30, 2021, the fair value of the Company’s available-for-sale marketable securities by type of security was as follows (in thousands): September 30, 2021 Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Marketable securities: Commercial paper $ 65,904 $ 6 $ — $ 65,910 Asset backed securities 7,056 — — 7,056 Total marketable securities $ 72,960 $ 6 $ — $ 72,966 All of the Company’s marketable securities have maturity dates of less than one year. The Company’s Convertible Promissory Notes contained a change in control feature which was determined to meet the definition of a derivative (“Change of Control Derivative Liability – Related Party”). Each reporting period, the Company remeasured the Change of Control Derivative Liability – Related Party to its estimated fair value. To determine the estimated fair value of the Change of Control Derivative Liability – Related Party, the Company used a combination of probability analysis and Monte Carlo simulation methodology. Probabilities were used to establish a distribution of time to a financing or change of control and the Monte Carlo simulation was used to forecast future equity values at the time of either event, which then were used to estimate the future values of the Convertible Promissory Notes upon conversion or payout upon either event. The key inputs to the Monte Carlo simulation included inputs including the common stock price, volatility of common stock, the risk-free interest rate and the probability of conversion into common shares at the conversion rate in the event of a change in control or major transaction (e.g., liquidity). Fair value measurements are highly sensitive to changes in these inputs and significant changes could have resulted in a significantly higher or lower fair value and resulting expense or gain. During 2020, the Company also entered into various SAFEs (Note 6). These Convertible SAFE Notes were accounted for as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity , and were stated at fair value based on Level 3 inputs. The fair value of the Convertible SAFE Notes was based on a combination of probability analysis and Monte Carlo simulation methodology. Probabilities were used to establish a distribution of time to a financing or change of control and the Monte Carlo simulation was used to forecast future equity values at the time of either event, which then were used to estimate the future values of the Convertible SAFE Notes upon conversion or payout upon either event. The key inputs to the Monte Carlo simulation included inputs including the common stock price, volatility of common stock, the risk-free interest rate and the probability of conversion into common shares at the conversion rate in the event of a change in control or major transaction (e.g., liquidity). The Convertible SAFE Notes were initially recorded at an amount equal to the value of consideration received. On February 26, 2021, the Company received $ 57.3 million in cash in connection with a Series A preferred stock financing. The Series A preferred stock financing agreement included a mutually agreed upon right for the same investors to purchase an additional $ 57.0 million in Series A convertible preferred stock and a related 507,133 shares of common stock in connection with a second closing of the same Series A preferred stock financing. The tranche right associated with the second closing of the Series A preferred stock financing was accounted for as a liability (“Tranche Liability”). On June 10, 2021, the Series A preferred stock financing investors exercised their right, and the Company received an additional $ 57.0 million in proceeds in the second closing of the Series A preferred stock financing (Note 8). The following table summarizes the activity of this Level 3 liability (in thousands): Change of Control Derivative Convertible SAFE Liability - Related Notes - Related Series A Party Party Tranche Liability Balance at December 31, 2020 $ 16,849 $ 9,727 $ — Issuance of Series A tranche liability — — 1,552 Change in fair value 6,883 4,168 5,476 Conversion of debt instruments to Series A-1 preferred stock ( 23,732 ) ( 13,895 ) — Conversion of Series A tranche liability to Series A — — ( 7,028 ) Balance at September 30, 2021 $ — $ — $ — |
Consolidated Balance Sheet Deta
Consolidated Balance Sheet Details | 9 Months Ended |
Sep. 30, 2021 | |
Consolidated Balance Sheet [Abstract] | |
Consolidated Balance Sheet Details | 4. Consolidated Balance Sheet Details Prepaid expenses and other assets consisted of the following (in thousands): September 30, December 31, 2021 2020 Prepaid research and development costs $ 2,660 $ 1 Other assets 782 — Prepaid other 217 — Prepaid related party expenses 48 — Total prepaid expenses and other assets $ 3,707 $ 1 Other long-term assets consisted of the following (in thousands): September 30, December 31, 2021 2020 Deferred offering costs $ 2,768 $ — Security deposits 63 — Total other long-term assets $ 2,831 $ — Accrued expenses consisted of the following (in thousands): September 30, December 31, 2021 2020 Accrued research and development costs $ 4,266 $ 234 Other accrued liabilities 3,043 50 Accrued related party liabilities 237 17 Total accrued expenses $ 7,546 $ 301 The Company had no capitalized property and equipment as of December 31, 2020. Property and equipment, net as of September 30, 2021 consisted of the following (in thousands): September 30, 2021 Laboratory equipment $ 145 Furniture and fixtures 58 Computer hardware and software 28 Property and equipment, gross 231 Less: accumulated depreciation ( 12 ) Property and equipment, net $ 219 Depreciation expense for the three and nine months ended September 30, 2021 was an immaterial amount. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 5. Acquisitions In February 2021, in connection with the Series A Preferred Stock financing (Note 8), the Company acquired all of the outstanding equity and convertible debt interests of Oppilan and Zomagen. Certain investors of Oppilan and Zomagen are also investors of the Company and are considered related parties. Details of the acquisitions are as follows: Pursuant to the terms of the Share Purchase Agreement (“the Oppilan Purchase Agreement”), upon closing, the Company issued to the shareholders of Oppilan 360,854 shares of Ventyx common stock valued at $ 3.06 per share, 4,049,143 shares of Series A-1 convertible preferred stock valued at $ 3.06 per share and options to purchase 75,955 shares of Ventyx common stock valued at a weighted average fair value of $ 2.96 per share in exchange for all of the outstanding equity interests of Oppilan. Oppilan’s lead candidate, VTX002, a modulator of the S1P receptor that has a unique pharmacokinetic and pharmacodynamic profile and has completed Phase 1 clinical testing. Pursuant to the terms of the Share Purchase Agreement (“the Zomagen Purchase Agreement”), upon closing, the Company issued to the shareholders of Zomagen 457,944 shares of Ventyx common stock valued at $ 3.06 per share, 2,003,768 shares of Series A-1 convertible preferred stock valued at $ 3.06 per share and options to purchase 30,483 shares of Ventyx common stock valued at a weighted average fair value of $ 2.96 per share in exchange for all of the outstanding equity interests of Zomagen. Zomagen’s lead candidate, VTX2735, is a NLRP3 inhibitor currently in a Phase 1 trial. Oppilan and Zomagen do not have an organized workforce that significantly contributes to their ability to create output. Additionally, substantially all of the fair value of the gross assets acquired were in-process research and development (“IPR&D”) intangible assets. The Company concluded that the acquisitions of Oppilan and Zomagen did not meet the definition of a business combination pursuant to the FASB Accounting Standards Codification (“ASC”) 805, Business Combinations . The fair value of the consideration provided in the acquisitions was $ 14.1 million and $ 7.8 million for Oppilan and Zomagen, respectively. The excess of the cost of acquisition over net assets acquired was $ 12.9 million and $ 8.9 million for Oppilan and Zomagen, respectively. Management determined that there is no alternative future use of the IPR&D assets acquired and, accordingly, the excess of the cost of acquisition over net assets acquired was expensed as IPR&D at the acquisition date. The net assets (liabilities) acquired were as follows (in thousands): Oppilan Zomagen Total Cash and cash equivalents $ 1,748 $ 151 $ 1,899 Prepaid expenses and other assets 587 12 599 Property and equipment, net 10 6 16 Other long-term assets — 7 7 Accounts payable ( 453 ) ( 349 ) ( 802 ) Accrued expenses ( 722 ) ( 854 ) ( 1,576 ) Net assets (liabilities) acquired $ 1,170 $ ( 1,027 ) $ 143 The determination of the purchase price and related charge to IPR&D is as follows (in thousands): Oppilan Zomagen Total Net assets (liabilities) acquired $ 1,170 $ ( 1,027 ) $ 143 Fair value of shares issued 13,498 7,534 21,032 Transaction fees 370 207 577 Fair value of vested common stock options exchanged 225 90 315 Purchase price 14,093 7,831 21,924 Acquired IPR&D $ 12,923 $ 8,858 $ 21,781 The Company is still finalizing the allocation of the purchase price, therefore, the purchase price allocation or the provisional measurements related to deferred income tax assets or liabilities may be adjusted if the Company obtains new information about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. The Company does not expect the finalization of the allocation of the purchase price to result in additional identifiable assets acquired or liabilities assumed which would impact the determination to account for these acquisitions as asset acquisitions. The Company expects to complete the allocation of purchase price during fiscal year 2021. |
Debt _ Related Party
Debt – Related Party | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt – Related Party | 6. Debt – Related Party Convertible Promissory Notes – Related Party In February 2021, the Convertible Promissory Notes (“Promissory Notes”) converted into shares of the Company’s Series A-1 convertible preferred stock issued in conjunction with the Oppilan and Zomagen acquisitions (Note 5). Upon conversion, the Company approved an in-substance amendment which allowed for the holders to receive shares based upon the change of control terms of the Promissory Notes, even though a change of control, as defined in the Promissory Notes agreement, had not been met. Management concluded that the amendment resulted in an instrument substantially different from the original, resulting in the overall transaction being accounted for as an extinguishment. The Company recorded a final fair value adjustment during the nine months ended September 30, 2021 of $ 6.9 million based on the estimated fair value as of the extinguishment date. Upon extinguishment and conversion, the difference between the fair value of the Promissory Notes and the Change of Control Derivative Liability – Related Party of $ 26.7 million and the fair value of securities received of $ 31.4 million, was recorded as a reduction of $ 4.7 million to additional paid-in-capital, as the holders of the notes are related parties. For the three and nine months ended September 30, 2020, interest expense recorded associated with the Promissory Notes was $ 0.1 million for both periods. As of September 30, 2021, the Company had no long-term debt outstanding. Convertible SAFE Notes – Related Party From January 2020 through December 2020 (“2020 SAFE Notes”), the Company received $ 6.1 million of advances from several related party investors. The 2020 SAFE Notes converted into 2,440,595 shares of the Company’s Series A-1 convertible preferred stock issued in February 2021 in conjunction with the Oppilan and Zomagen acquisitions referred to in Note 5 above. January 2021 SAFE In January 2021, the Company raised $ 0.5 million by entering into a SAFE Note (“January 2021 SAFE”) with certain related party investors. The Company determined that the January 2021 SAFE was not legal form debt (i.e., no creditors’ rights) but allowed for redemption based upon certain events that are outside of the control of the Company. The January 2021 SAFE was classified as a marked-to-market liability pursuant to ASC 480, Distinguishing Liabilities from Equity . The January 2021 was measured at fair value at issuance and each reporting period, with changes in fair value recorded within the statements of operations and comprehensive loss (Note 3). The January 2021 SAFE converted into 49,346 shares of the Company’s Series A convertible preferred stock issued in February 2021 in conjunction with the Oppilan and Zomagen acquisitions referred to in Note 5 above. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Litigation In the ordinary course of its business, the Company may be involved in various legal proceedings involving contractual and employment relationships, patent or other intellectual property rights, and a variety of other matters. The Company is not aware of any pending legal proceedings that would reasonably be expected to have a material impact on the Company’s financial position or results of operations. |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Convertible Preferred Stock | 8. Convertible Preferred Stock Series A Convertible Preferred Shares On February 26, 2021, the Company received gross proceeds of $ 57.3 million in cash in connection with its Series A Preferred Stock financing from various related party investors. The Company issued 6,283,401 shares at a purchase price of $ 9.12 per share. The Company incurred issuance costs related to its Series A Preferred Stock financing of $ 0.4 million, which were recorded as a reduction of the total proceeds. The Series A purchase agreement allowed the original investors to purchase an additional 6,250,504 shares of Series A Convertible Preferred Shares (the “Additional Shares”), on the same terms and conditions as the original issuance at the original issue price of $ 9.12 per share (the “Second Closing” or “Tranche Liability”) upon the election of at least a majority of the then outstanding shares. On June 10, 2021, the Series A Preferred Stock investors exercised their right to purchase the Additional Shares, and the Company received an additional $ 57.0 million in proceeds in the second closing of the Series A Preferred Stock financing. The Series A Preferred Stock has a $ 0.0001 par value. Deemed Dividend On February 26, 2021, in connection with the $ 57.3 million in cash received with the Series A Preferred Stock financing, the Company issued 507,133 incremental common shares to a Series A investor. The fair value of the incremental common shares of $ 1.6 million was treated as a deemed dividend during the nine-month period ended September 30, 2021. The deemed dividend is reflected on the face of the condensed consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2021 as a reduction to net loss to arrive at net loss attributable to common shareholders. Series A Convertible Preferred Shares – Tranche Liability The rights and preferences of the Series A Convertible Preferred Stock sold under the two tranches have the same rights and preferences. The Company concluded that these rights or obligations of the investors to participate in traches of Series A convertible preferred shares met the definition of a freestanding financial instrument that was required to be recorded as a liability at fair value as (i) the instruments are legally detachable and separately exercisable from the Series A convertible preferred shares and (ii) the rights will require the Company to transfer assets upon future closings of the Series A convertible preferred shares. In addition, the Company was obligated to issue 507,133 shares of common stock to a Series A investor if they participated in the second tranche. Given the common shares were linked to the second tranche, they were also considered a component of the Tranche Liability. Upon the closing of the Series A Convertible Preferred Stock financing in February 2021, the fair value of the tranche right was $ 1.5 million. On June 10, 2021, the Series A Preferred Stock investors exercised their right and the Company received an additional $ 57.0 million in proceeds in the second closing of the Series A Preferred Stock financing. The Company recorded a change in fair value of the Series A Tranche Liability of $ 5.5 million, which was recognized in the Company’s unaudited condensed consolidated statement of operations and comprehensive loss for the nine-month period ended September 30, 2021. Series A-1 Convertible Preferred Shares On February 26, 2021, the Company issued 4,049,143 and 2,003,768 shares of Series A-1 Convertible Preferred Stock to the former equity and debt security holders of Oppilan and Zomagen, respectively. Additionally, on February 26, 2021, the Company issued 12,713,585 shares of Series A-1 Convertible Preferred Stock upon the conversion of the Amended Notes and Convertible SAFE Notes with a principal amount outstanding of $ 9.8 million (Note 6). Series B Convertible Preferred Shares On September 9, 2021, the Company received gross proceeds of $ 51.0 million in cash in connection with its Series B Preferred Stock financing from various related party investors. The Company issued 4,029,275 shares of Series B Convertible Preferred Stock, $ 0.0001 par value, at a purchase price of $ 12.66 per share. The Company incurred issuance costs related to its Series B preferred stock financing of $ 0.2 million, which were recorded as a reduction of the total proceeds. The Series B convertible preferred stock has a liquidation preference of 1.0 x the original issue price of $ 12.66 , is pari passu with the Series A convertible preferred stock, and automatically converts into shares of common stock upon an initial public offering of at least $ 75 million. Description of Securities Dividends The holders of then outstanding shares of Series A convertible preferred stock and Series B convertible preferred stock (“Senior Convertible Preferred Stock”) shall be entitled to receive, only when, as and if declared by the Board of Directors, out of any funds and assets legally available therefore, dividends at the rate of 8.0 % of the applicable original issue price of $ 9.12 and $ 12.66 per share for each share of Series A and Series B convertible preferred stock, respectively, prior and in preference to any declaration or payment of any other dividend (other than dividends on shares of common stock payable in shares of common stock). The right to receive dividends on shares of Senior Convertible Preferred Stock pursuant to the preceding sentence shall not be cumulative, and no right to dividends shall accrue to holders of Senior Convertible Preferred Stock by reason of the fact that dividends on said shares are not declared. The Company shall not declare, pay or set aside any dividends on shares of Series A-1 convertible preferred stock, common stock or any other class or series of capital stock of the Company (other than dividends on shares of common stock payable in shares of common stock). The original issue price of the Series A-1 convertible preferred stock is $ 9.56 per share. No dividends have been declared as of September 30, 2021. Liquidation In the event of (a) any voluntary liquidation, dissolution or winding up of the Company, the holders of shares of Senior Convertible Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, and (b) a deemed liquidation event, the holders of shares of Senior Convertible Preferred Stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such deemed liquidation event or out of the available proceeds, as applicable, on a pari passu basis among each other, before any payments shall be made to the holders of Series A-1 convertible preferred stock or common stock by reason of their ownership thereof, an amount per share equal to one times the applicable original issue price, plus any dividends declared but unpaid thereon. If, upon any such liquidation, dissolution or winding up of the Company or deemed liquidation event, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the holders of shares of Senior Convertible Preferred Stock the full amount to which they shall be entitled, the holders of shares of Senior Convertible Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event of (a) any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment in full of all preferred liquidation amounts required to be paid to the holders of shares of Senior Convertible Preferred Stock, the remaining assets of the Company available for distribution to its stockholders and not payable to the holders of Senior Convertible Preferred Stock as defined above, or (b) a deemed liquidation event, after the payment in full of all preferred liquidation amounts required to be paid to the holders of shares of Senior Convertible Preferred Stock the consideration available for distribution to the stockholders of the Company and not payable to the holders of shares of Senior Convertible Preferred Stock, or the available proceeds not payable to the holders of shares of Senior Convertible Preferred Stock pursuant to the preceding paragraph, as the case may be, shall be distributed among the holders of the shares of Senior Convertible Preferred Stock, Series A-1 convertible preferred stock and common stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such shares of Senior Convertible Preferred Stock and Series A-1 convertible preferred stock as if they had been converted to common stock pursuant to the terms of the Second Amended and Restated Certificate of Incorporation immediately prior to such liquidation, dissolution or winding up of the Company or such deemed liquidation event. Conversion Each share of Senior Convertible Preferred Stock and Series A-1 convertible preferred stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of common stock as is determined by dividing the applicable original issue price by the applicable conversion price in effect at the time of conversion, provided that such holder may waive such option to convert upon written notice to the Company. The conversion price shall initially be equal to $ 9.12 , $ 12.66 and $ 9.56 per share for the Series A convertible preferred stock, Series B convertible preferred stock and Series A-1 convertible preferred stock, respectively, and is subject to adjustment. In the event of a liquidation, dissolution or winding up of the Company or a deemed liquidation event, the conversion rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Senior Convertible Preferred Stock and Series A-1 convertible preferred stock, provided that the foregoing termination of conversion rights shall not affect the amount otherwise paid or payable to holders of Senior Convertible Preferred Stock and Series A-1 convertible preferred stock pursuant to such liquidation, dissolution or winding up of the Company or a deemed liquidation event. Upon either (a) the closing of the sale of shares of common stock to the public at a price of at least $ 12.66 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock) in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $ 75.0 million of gross proceeds to the Company and in connection with such offering the common stock is listed for trading on the Nasdaq Stock Market’s National Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the Requisite Holders, then (i) all outstanding shares of Senior Convertible Preferred Stock and Series A-1 convertible preferred stock shall automatically be converted into shares of common stock, at the then effective conversion rate as calculated and (ii) such shares may not be reissued by the Company. Voting Rights On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company, each holder of outstanding shares of Senior Convertible Preferred Stock and Series A-1 convertible preferred stock shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Senior Convertible Preferred Stock and Series A-1 convertible preferred stock held by such holder are convertible into as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Second Amended and Restated Certificate of Incorporation, holders of Senior Convertible Preferred Stock and Series A-1 convertible preferred stock shall vote together with the holders of common stock as a single class and on an as-converted to common stock basis. Redemption The shares of Senior Convertible Preferred Stock and Series A-1 convertible preferred stock shall not be redeemable by any holder thereof. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation Equity Incentive Plan In February 2019, the Company adopted its 2019 Equity Incentive Plan (the “Plan”). The Plan provides for the grant of incentive stock options, non-statutory stock options, and restricted stock awards to employees, directors or consultants of the Company. The Plan provides that the maximum aggregate number of shares of the Company’s common stock reserved and available for issuance under the Plan is 6,198,493 . Options granted under the Plan generally vest over a period of between 2 and 4 years, as determined by the Board of Directors, and the maximum term of stock options granted under the Plan is 10 years. As of September 30, 2021 and December 31, 2020, the Company had 6,198,493 and 2,627,541 shares authorized for issuance under the Plan, and 1,000,196 and 1,047,530 shares, respectively, remained available for grant. Total share-based compensation expense related to share based awards was comprised of the following (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Research and development $ 216 $ 9 $ 446 $ 20 General and administrative 753 5 891 11 Total $ 969 $ 14 $ 1,337 $ 31 Stock Options The following table summarizes stock option activity for the nine months ended September 30, 2021: Weighted Weighted Average Average Remaining Aggregate Number Exercise Contractual Intrinsic of Shares Price Term Value (in years) (in thousands) Outstanding as of December 31, 2020 1,547,753 $ 0.20 8.76 $ 299 Granted 3,557,803 6.18 Exercised ( 92,208 ) 0.56 $ 689 Forfeited and cancelled ( 34,813 ) 0.20 Outstanding as of September 30, 2021 4,978,535 $ 4.46 9.33 $ 17,770 Options vested and expected to vest as of September 30, 4,978,535 $ 4.46 9.33 $ 17,770 Options exercisable as of September 30, 2021 1,122,487 $ 1.10 8.25 $ 7,786 The weighted average grant date fair value of stock options granted during the nine months ended September 30, 2021 was $ 4.21 per share. The fair value of each option award is estimated on the date of grant using the Black-Scholes model. The following assumptions were used in the Black-Scholes option pricing model to estimate the fair value of stock options granted to employees under the Company’s Plan during the periods presented: Nine Months Ended September 30, 2021 2020 Risk-free interest rate 0.7 % - 1.0 % 0.4 % - 1.2 % Expected volatility 75.0 % 80.0 % Expected term (in years) 5.0 - 6.0 5.8 Expected dividend yield — — Stock-based compensation expense related to stock options was $ 1.0 million and $ 0 for the three months ended September 30, 2021 and 2020, respectively. For the nine months ended September 30, 2021 and 2020, stock-based compensation cost related to stock options was $ 1.3 million and $ 0 , respectively. As of September 30, 2021 unrecognized stock-based compensation was $ 14.7 million which is expected to be recognized over the weighted average period of 2.8 years. Restricted Stock Awards The Company grants restricted stock pursuant to the Plan and satisfies such grants through the issuance of new shares. Restricted stock awards generally vest over a period of 3 years. Upon the termination of service of a restricted stockholder, the Company has the option to repurchase any unvested shares. During the nine months ended September 30, 2021 and the year ended December 31, 2020, the Company repurchased 9,073 and 12,097 shares, respectively. The following table summarizes restricted stock award activity for the nine months ended September 30, 2021 (unaudited): Weighted Average Grant Date Number Fair Value of Shares Per Share Unvested balance as of December 31, 2020 128,030 $ 0.10 Granted 95,296 3.44 Vested ( 73,793 ) 0.10 Forfeited and cancelled ( 9,073 ) 0.10 Unvested balance as of September 30, 2021 140,460 $ 2.37 The Company records a liability for unvested restricted awards subject to repurchase and reduces the liability as the underlying shares vest. The liability was immaterial at September 30, 2021 and December 31, 2020. As of September 30, 2021, there was approximately $ 0.3 million of unrecognized stock-based compensation cost pertaining restricted stock awards that will be recognized over a weighted average period of 1.8 years. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | 10. Leases In February 2021, the Company assumed a lease with a lease termination date of November 30, 2021 from a related party. In June 2021, the Company signed a five-year lease amendment and renewal which added an additional term and additional suites in the office building. The non-cancelable lease is effective July 1, 2021 and ends on June 30, 2026 . In September 2021, the Company signed a four-year lease which adds existing space in its existing building. The non-cancelable lease is effective September 16, 2021 and ends on June 30, 2026 . There were no future minimum payments as of December 31, 2020. Future minimum payments under operating leases as of September 30, 2021 (in thousands) was: Operating Leases Years ending December 31, 2021 remaining $ 112 2022 382 2023 392 2024 370 2025 349 Thereafter 178 $ 1,783 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 11. Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Numerator: Net loss $ ( 12,774 ) $ ( 7,155 ) $ ( 65,978 ) $ ( 11,472 ) Deemed dividend — — ( 1,552 ) — Net loss attributable to common shareholders $ ( 12,774 ) $ ( 7,155 ) $ ( 67,530 ) $ ( 11,472 ) Denominator Weighted average shares of common stock outstanding, 4,026,083 1,998,548 3,409,036 1,971,081 Basic and diluted net loss per share attributable to common $ ( 3.17 ) $ ( 3.58 ) $ ( 19.81 ) $ ( 5.82 ) The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share (in common stock equivalent shares) at September 30, 2021 and 2020, because to do so would be anti-dilutive. Excluded from the table at September 30, 2020 is the potential impact from the Amended Notes and Convertible SAFE Notes, as the number of shares is unknown: September 30, 2021 2020 Shares issuable upon conversion of Series A, A-1 and B 35,329,676 — Shares issuable upon exercise of stock options 4,978,535 12,279,905 Unvested restricted stock awards 140,460 153,634 Total 40,448,671 12,433,539 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions On January 1, 2019, the Company entered into a Support Services Agreement with Kalika that outlined the terms of services provided by Kalika to the Company, as well as the fees charged for such services. Kalika was a shared service company that provided certain administrative and research and development support services, including facilities support and office space. Kalika was beneficially owned by Raju Mohan, PhD., the Chief Executive Officer of the Company and NSV, which is affiliated with both a non-employee director and funds of NSV, which are owners of more than 5 % of the Company’s capital stock. The Company paid Kalika monthly for costs incurred under the agreement. Either party had the right to terminate the support services agreement by giving 30 days’ prior notice. On March 1, 2021, in conjunction with the acquisition of Oppilan and Zomagen, the Company terminated the agreement with Kalika and transitioned all employees of Kalika to the Company. On October 17, 2019, the Company entered into a Research and Development Support Services Agreement with Bayside Pharma, LLC (“Bayside”) that outlined the terms of services provided by Bayside to the Company, as well as the fees charged for such services. Bayside is a research and development services company that provides certain research and development support services and facilities. Bayside is owned by an employee of the Company. The Company pays Bayside monthly for costs incurred under the agreement. Either party may terminate the support services agreement by giving 30 days’ prior notice. Expense recognized by the Company under the related party Support Services Agreements was as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Research and development - Kalika $ — $ 129 $ 112 $ 406 Research and development - Bayside 287 50 727 247 Total research and development - related party $ 287 $ 179 $ 839 $ 653 General and administrative - Kalika $ — $ 107 $ 116 $ 328 Total general and administrative - related party $ — $ 107 $ 116 $ 328 At September 30, 2021 and December 31, 2020, the Company had accounts payable and accrued expenses due to related parties of $ 0.2 million and $ 0.3 million, respectively. At September 30, 2021 and December 31, 2020, the Company had an immaterial amount of prepaid expenses to related parties. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events Reverse Stock Split In October 2021, the Board of Directors approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 1-for- 9.5644 reverse stock split, which became effective on October 11, 2021. 2021 Equity Incentive Plan and Employee Stock Purchase Plan In October 2021, the Board of Directors and stockholders approved the 2021 Equity Incentive Plan and reserved 5,612,000 shares of common stock for future issuance which became effective on October 19, 2021, the business day immediately prior to the date of effectiveness of the Company’s registration statement on Form S-1. In addition, the number of shares available for issuance under the 2021 Equity Incentive Plan will also include an annual increase on the first day of each fiscal year beginning with the first date of the Company’s 2023 fiscal year, equal to the least of (i) 5,102,000 shares, (ii) five percent ( 5 %) of the outstanding shares of our common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as the Company’s Board of Directors may determine. In October 2021, the Board of Directors and stockholders approved the 2021 Employee Stock Purchase Plan (“ESPP”) and reserved 510,000 shares of common stock for future issuance which became effective on October 19, 2021, the business day immediately prior to the date of effectiveness of the Company’s registration statement on Form S-1. In addition, the number of shares of common stock that will be available for sale under the ESPP also includes an annual increase beginning with the first day of the Company’s 2023 fiscal year in which the first offering period under the ESPP commences, equal to the least of (i) 1,020,000 shares, (ii) one percent ( 1 %) of the outstanding shares of our common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as the Company’s Board of Directors may determine. Initial Public Offering In October 2021, the Company completed its initial public offering, at which time the Company issued an aggregate of 10,893,554 shares of its common stock (inclusive of 1,420,898 shares pursuant to the underwriters' over-allotment option) at a price of $ 16.00 per share. The Company received net proceeds of approximately $ 158.8 million, after deducting underwriting discounts and commissions of $ 12.2 million and other offering expenses of $ 3.3 million. Immediately prior to the completion of the initial public offering, all of the Company’s outstanding shares of convertible preferred stock automatically converted into 35,329,676 shares of common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The presentation of the Company’s condensed consolidated financial statements for the three and nine months ended September 30, 2020 and the condensed consolidated balance sheet as of December 31, 2020 reflect the financial results of Ventyx Biosciences, Inc. as a standalone business. The presentation of the Company’s condensed consolidated financial statements as of and for the three and nine months ended September 30, 2021 reflect the financial results of Ventyx Biosciences, Inc. and its two acquired wholly owned subsidiaries, Oppilan Pharma, Ltd. ("Oppilan") and Zomagen Biosciences, Ltd. ("Zomagen"), on a consolidated basis, as of the acquisition date of February 26, 2021 (Note 5). All intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial information. The condensed consolidated balance sheet data as of December 31, 2020 was derived from the Company’s audited financial statements. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020 and the notes thereto included in the Company’s prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with the SEC on October 20, 2021 (the “Prospectus”). The unaudited financial information for the interim periods presented herein reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial condition and results of operation for the periods presented, with such adjustments consisting only of normal recurring adjustments. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results expected for the full year ending December 31, 2021 or any future period. |
February 2021 Forward Stock Split and October 2021 Reverse Stock Split | February 2021 Forward Stock Split and October 2021 Reverse Stock Split On February 26, 2021, the Company effected a 7.933972 for 1 forward stock split of its common stock. The par value and the authorized shares of the common stock were not adjusted as a result of the stock split. The accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements give retroactive effect to the stock split for all periods presented. On October 11, 2021, the Company effected a 1 for 9.5644 reverse stock split of its capital stock. The par value and the authorized shares of the capital stock were not adjusted as a result of the reverse stock split. The accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements give retroactive effect to the stock split for all periods presented. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates. The Company is closely monitoring the impact of the COVID-19 pandemic on its business and has taken steps designed to protect the health and safety of its employees while continuing its operations. The full extent to which the COVID-19 pandemic will impact the Company’s business, results of operations, financial condition, clinical trials, and preclinical research will depend on future developments that are highly uncertain, including actions taken to contain or treat COVID-19 and their effectiveness, as well as the economic impact on national and international markets. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term, highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition date to be cash equivalents. Cash equivalents consist of money market accounts and commercial paper and are stated at fair value. |
Investments in Marketable Securities, Available-for-Sale | Investments in Marketable Securities, Available-for-Sale In the third quarter of 2021, the Company began maintaining a portfolio of investments which include commercial paper and asset-backed securities (“ABS”). The Company classifies its investments in marketable securities as available-for-sale securities and, accordingly, the Company’s marketable securities are reported at fair value. Unrealized gains and losses are included in accumulated other comprehensive loss, net of tax. The cost of securities sold is determined on a specific identification basis, and realized gains and losses, if any, are included in other income (expense), net within the condensed consolidated statement of operations and comprehensive loss. The Company regularly reviews its investment portfolio to determine if any security is other-than-temporarily impaired, which would require the Company to record an impairment charge in the period that any such determination is made. Calculating an impairment charge requires a high degree of judgment. In making this judgment, the Company evaluates, among other items, the time frame and extent to which the fair market value of a security is less than its amortized cost and the Company’s intent and ability to sell, or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss is comprised of net loss, foreign currency translation adjustments and unrealized gains (losses) on marketable securities. |
Acquisitions | Acquisitions The Company accounts for acquisitions of an asset or group of similar identifiable assets that do not meet the definition of a business as asset acquisition using the cost accumulation method, whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of their relative fair values. No goodwill is recognized in an asset acquisition. Intangible assets acquired in an asset acquisition for use in research and development activities which have no alternative future use are expensed as in-process research and development on the acquisition date. Intangible assets acquired for use in research and development activities which have an alternative future use are capitalized as in-process research and development. Future costs to develop these assets are recorded to research and development expense as they are incurred. |
Convertible Preferred Stock | Convertible Preferred Stock The Company has issued shares of Series A, Series A-1, and Series B Convertible Preferred Stock that are conditionally redeemable, as the redemption rights are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, and as such, are classified as temporary equity. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted As an “emerging growth company,” the Company is allowed by the Jumpstart Our Business Startups Act to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use model and requires a lessee to recognize on the balance sheet a right-of-use asset and corresponding lease liability for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities (“ASU 2020-05”), which delays adoption of Topic 606 and Topic 842. Pursuant to the delayed adoption provided for under ASU 2020-05, the new leasing standard is effective for the Company’s annual periods beginning after December 15, 2021 with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities. ASU 2016-13 is effective for the Company’s annual periods beginning after 2023, with early adoption permitted. The Company is currently evaluating the impact the adoption of this guidance will have on its financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in Entity’s Own Equity (“ASU 2020-06”), which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the ASU eliminated the need for the Company to assess whether a contract on the entity’s own equity (1) permits settlement in unregistered shares, (2) whether counterparty rights rank higher shareholder’s rights, and (3) whether collateral is required. In addition, this ASU requires incremental disclosure related to contracts on the entity’s own equity and clarifies the treatment of certain financial instruments accounted for under this ASU on earnings per share. This ASU may be applied on a full retrospective or modified retrospective basis. The amendments within this ASU are effective for the Company’s fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption of the ASU is permitted for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact that this standard may have on its financial statements and related disclosures. Recently Issued Accounting Pronouncements Adopted In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606) (“ASU 2018-18”), which clarifies the interaction between ASC Topic 808, Collaborative Arrangements , and ASC Topic 606, Revenue from Contracts with Customers . This guidance, among other items, clarifies that certain transactions between collaborative participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. ASU 2018-18 is effective for the Company’s fiscal years beginning after December 15, 2020. The Company adopted this standard in the first quarter of 2021 . The Company has evaluated the effect that the updated standard had on its internal processes, financial statements and related disclosures, and has determined that the adoption did not have a material impact on the Company’s financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part of its initiative to reduce complexity in accounting standards. The amendments in this ASU are effective for the Company’s fiscal years beginning after December 15, 2020, including interim periods therein. The Company adopted this standard in the first quarter of 2021 . The Company has evaluated the effect that the updated standard had on its internal processes, financial statements and related disclosures, and has determined that the adoption did not have a material impact on the Company’s financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Assets & Liabilities Measured At Fair Value On Recurring Basis | The following tables present information about the fair value measurements of the Company’s financial assets and liabilities which are measured at fair value on a recurring basis, and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market fund $ 546 $ — $ — $ 546 Commercial paper — 11,499 — 11,499 Total cash equivalents 546 11,499 — 12,045 Marketable securities Commercial paper — 65,910 — 65,910 Asset backed securities — 7,056 7,056 Total marketable securities — 72,966 — 72,966 Total assets $ 546 $ 84,465 $ — $ 85,011 December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Change of control derivative liability - related party $ — $ — $ 16,849 $ 16,849 Convertible SAFEs - related party — — 9,727 9,727 Total liabilities $ — $ — $ 26,576 $ 26,576 |
Summary of Available For Sale Marketable Securities By Type Of Security | As of September 30, 2021, the fair value of the Company’s available-for-sale marketable securities by type of security was as follows (in thousands): September 30, 2021 Gross Gross Amortized Unrealized Unrealized Fair Cost Gain Loss Value Marketable securities: Commercial paper $ 65,904 $ 6 $ — $ 65,910 Asset backed securities 7,056 — — 7,056 Total marketable securities $ 72,960 $ 6 $ — $ 72,966 |
Summary of Activity of Level 3 Liability | The following table summarizes the activity of this Level 3 liability (in thousands): Change of Control Derivative Convertible SAFE Liability - Related Notes - Related Series A Party Party Tranche Liability Balance at December 31, 2020 $ 16,849 $ 9,727 $ — Issuance of Series A tranche liability — — 1,552 Change in fair value 6,883 4,168 5,476 Conversion of debt instruments to Series A-1 preferred stock ( 23,732 ) ( 13,895 ) — Conversion of Series A tranche liability to Series A — — ( 7,028 ) Balance at September 30, 2021 $ — $ — $ — |
Consolidated Balance Sheet De_2
Consolidated Balance Sheet Details (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Consolidated Balance Sheet [Abstract] | |
Summary of Prepaid Expenses and Other Assets | Prepaid expenses and other assets consisted of the following (in thousands): September 30, December 31, 2021 2020 Prepaid research and development costs $ 2,660 $ 1 Other assets 782 — Prepaid other 217 — Prepaid related party expenses 48 — Total prepaid expenses and other assets $ 3,707 $ 1 |
Summary of Other Long-term Assets | Other long-term assets consisted of the following (in thousands): September 30, December 31, 2021 2020 Deferred offering costs $ 2,768 $ — Security deposits 63 — Total other long-term assets $ 2,831 $ — |
Summary of Accrued Expenses | Accrued expenses consisted of the following (in thousands): September 30, December 31, 2021 2020 Accrued research and development costs $ 4,266 $ 234 Other accrued liabilities 3,043 50 Accrued related party liabilities 237 17 Total accrued expenses $ 7,546 $ 301 |
Summary of Property and Equipment, Net | The Company had no capitalized property and equipment as of December 31, 2020. Property and equipment, net as of September 30, 2021 consisted of the following (in thousands): September 30, 2021 Laboratory equipment $ 145 Furniture and fixtures 58 Computer hardware and software 28 Property and equipment, gross 231 Less: accumulated depreciation ( 12 ) Property and equipment, net $ 219 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Summary of Net Assets (Liabilities) Acquired | The net assets (liabilities) acquired were as follows (in thousands): Oppilan Zomagen Total Cash and cash equivalents $ 1,748 $ 151 $ 1,899 Prepaid expenses and other assets 587 12 599 Property and equipment, net 10 6 16 Other long-term assets — 7 7 Accounts payable ( 453 ) ( 349 ) ( 802 ) Accrued expenses ( 722 ) ( 854 ) ( 1,576 ) Net assets (liabilities) acquired $ 1,170 $ ( 1,027 ) $ 143 |
Summary of Determination of Purchase Price and Related Charge to IPR&D | The determination of the purchase price and related charge to IPR&D is as follows (in thousands): Oppilan Zomagen Total Net assets (liabilities) acquired $ 1,170 $ ( 1,027 ) $ 143 Fair value of shares issued 13,498 7,534 21,032 Transaction fees 370 207 577 Fair value of vested common stock options exchanged 225 90 315 Purchase price 14,093 7,831 21,924 Acquired IPR&D $ 12,923 $ 8,858 $ 21,781 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Total Share Based Compensation Expense Related to Share Based Awards | Total share-based compensation expense related to share based awards was comprised of the following (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Research and development $ 216 $ 9 $ 446 $ 20 General and administrative 753 5 891 11 Total $ 969 $ 14 $ 1,337 $ 31 |
Summary of Stock Option Activity | The following table summarizes stock option activity for the nine months ended September 30, 2021: Weighted Weighted Average Average Remaining Aggregate Number Exercise Contractual Intrinsic of Shares Price Term Value (in years) (in thousands) Outstanding as of December 31, 2020 1,547,753 $ 0.20 8.76 $ 299 Granted 3,557,803 6.18 Exercised ( 92,208 ) 0.56 $ 689 Forfeited and cancelled ( 34,813 ) 0.20 Outstanding as of September 30, 2021 4,978,535 $ 4.46 9.33 $ 17,770 Options vested and expected to vest as of September 30, 4,978,535 $ 4.46 9.33 $ 17,770 Options exercisable as of September 30, 2021 1,122,487 $ 1.10 8.25 $ 7,786 |
Summary of Assumptions Used in Black-Scholes Option Pricing Model | The following assumptions were used in the Black-Scholes option pricing model to estimate the fair value of stock options granted to employees under the Company’s Plan during the periods presented: Nine Months Ended September 30, 2021 2020 Risk-free interest rate 0.7 % - 1.0 % 0.4 % - 1.2 % Expected volatility 75.0 % 80.0 % Expected term (in years) 5.0 - 6.0 5.8 Expected dividend yield — — |
Summary of Restricted Stock Award Activity | The following table summarizes restricted stock award activity for the nine months ended September 30, 2021 (unaudited): Weighted Average Grant Date Number Fair Value of Shares Per Share Unvested balance as of December 31, 2020 128,030 $ 0.10 Granted 95,296 3.44 Vested ( 73,793 ) 0.10 Forfeited and cancelled ( 9,073 ) 0.10 Unvested balance as of September 30, 2021 140,460 $ 2.37 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Summary of Future Minimum Payments under Operating Leases | Future minimum payments under operating leases as of September 30, 2021 (in thousands) was: Operating Leases Years ending December 31, 2021 remaining $ 112 2022 382 2023 392 2024 370 2025 349 Thereafter 178 $ 1,783 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Numerator: Net loss $ ( 12,774 ) $ ( 7,155 ) $ ( 65,978 ) $ ( 11,472 ) Deemed dividend — — ( 1,552 ) — Net loss attributable to common shareholders $ ( 12,774 ) $ ( 7,155 ) $ ( 67,530 ) $ ( 11,472 ) Denominator Weighted average shares of common stock outstanding, 4,026,083 1,998,548 3,409,036 1,971,081 Basic and diluted net loss per share attributable to common $ ( 3.17 ) $ ( 3.58 ) $ ( 19.81 ) $ ( 5.82 ) |
Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share (in common stock equivalent shares) at September 30, 2021 and 2020, because to do so would be anti-dilutive. Excluded from the table at September 30, 2020 is the potential impact from the Amended Notes and Convertible SAFE Notes, as the number of shares is unknown: September 30, 2021 2020 Shares issuable upon conversion of Series A, A-1 and B 35,329,676 — Shares issuable upon exercise of stock options 4,978,535 12,279,905 Unvested restricted stock awards 140,460 153,634 Total 40,448,671 12,433,539 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Summary of Expense Recognized Under the Related Party | Expense recognized by the Company under the related party Support Services Agreements was as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Research and development - Kalika $ — $ 129 $ 112 $ 406 Research and development - Bayside 287 50 727 247 Total research and development - related party $ 287 $ 179 $ 839 $ 653 General and administrative - Kalika $ — $ 107 $ 116 $ 328 Total general and administrative - related party $ — $ 107 $ 116 $ 328 |
Organization and Business - Add
Organization and Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 21, 2021 | Sep. 30, 2021 | Sep. 09, 2021 | Jun. 30, 2021 | Feb. 26, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||||||
Common stock, shares issued | 4,198,682 | 2,187,187 | ||||
Series A Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, price per share | $ 9.12 | $ 9.12 | ||||
Preferred stock shares outstanding | 12,533,905 | 12,533,905 | 0 | |||
Series A-1 Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock shares outstanding | 18,766,496 | 18,766,496 | 0 | |||
Series B Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, price per share | $ 12.66 | $ 12.66 | ||||
Preferred stock shares outstanding | 4,029,275 | 0 | ||||
Initial Public Offering | Subsequent Event | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares issued | 10,893,554 | |||||
Common stock, price per share | $ 16 | |||||
Net proceeds from issuance after deducting underwriting discounts and commissions and offering expenses | $ 158.8 | |||||
Initial Public Offering | Subsequent Event | Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, price per share | $ 16 | |||||
Net proceeds from issuance after deducting underwriting discounts and commissions and offering expenses | $ 158.8 | |||||
Preferred stock outstanding shares converted | 35,329,676 | |||||
Initial Public Offering | Subsequent Event | Series A Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock shares outstanding | 12,500,000 | |||||
Initial Public Offering | Subsequent Event | Series A-1 Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock shares outstanding | 18,800,000 | |||||
Initial Public Offering | Subsequent Event | Series B Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock shares outstanding | 4,000,000 | |||||
Underwriters' Over-Allotment Option | Subsequent Event | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares issued | 1,420,898 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | Oct. 11, 2021 | Feb. 26, 2021 | Sep. 30, 2021USD ($)Subsidiary |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of acquired wholly owned subsidiaries | Subsidiary | 2 | ||
Forward stock split, description | On February 26, 2021, the Company effected a 7.933972 for 1 forward stock split of its common stock. The par value and the authorized shares of the common stock were not adjusted as a result of the stock split. The accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements give retroactive effect to the stock split for all periods presented. | ||
Reverse stock split,description | On October 11, 2021, the Company effected a 1 for 9.5644 reverse stock split of its capital stock. The par value and the authorized shares of the capital stock were not adjusted as a result of the reverse stock split. The accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements give retroactive effect to the stock split for all periods presented. | ||
Stock split, conversion ratio | 7.933972 | ||
Goodwill recognized in asset acquisition | $ | $ 0 | ||
ASU 2018-18 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||
Change in accounting principle, accounting standards update, adoption date | Mar. 31, 2021 | ||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | ||
ASU 2019-12 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||
Change in accounting principle, accounting standards update, adoption date | Mar. 31, 2021 | ||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | ||
Subsequent Event | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Stock split, conversion ratio | 0.10455 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets & Liabilities Measured At Fair Value On Recurring Basis (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Level 3 | Change of Control Derivative Liability - Related Party | ||
Liabilities: | ||
Total liabilities | $ 16,849,000 | |
Level 3 | Convertible SAFEs - Related Party | ||
Liabilities: | ||
Total liabilities | 9,727,000 | |
Fair Value, Recurring | ||
Assets: | ||
Total assets | $ 85,011 | |
Liabilities: | ||
Total liabilities | 26,576,000 | |
Fair Value, Recurring | Change of Control Derivative Liability - Related Party | ||
Liabilities: | ||
Total liabilities | 16,849,000 | |
Fair Value, Recurring | Convertible SAFEs - Related Party | ||
Liabilities: | ||
Total liabilities | 9,727,000 | |
Fair Value, Recurring | Cash Equivalents | ||
Assets: | ||
Total assets | 12,045 | |
Fair Value, Recurring | Cash Equivalents | Money Market Fund | ||
Assets: | ||
Total assets | 546 | |
Fair Value, Recurring | Cash Equivalents | Commercial Paper | ||
Assets: | ||
Total assets | 11,499 | |
Fair Value, Recurring | Marketable Securities | ||
Assets: | ||
Total assets | 72,966 | |
Fair Value, Recurring | Marketable Securities | Commercial Paper | ||
Assets: | ||
Total assets | 65,910 | |
Fair Value, Recurring | Marketable Securities | Asset Backed Securities | ||
Assets: | ||
Total assets | 7,056 | |
Fair Value, Recurring | Level 1 | ||
Assets: | ||
Total assets | 546 | |
Fair Value, Recurring | Level 1 | Cash Equivalents | ||
Assets: | ||
Total assets | 546 | |
Fair Value, Recurring | Level 1 | Cash Equivalents | Money Market Fund | ||
Assets: | ||
Total assets | 546 | |
Fair Value, Recurring | Level 2 | ||
Assets: | ||
Total assets | 84,465 | |
Fair Value, Recurring | Level 2 | Cash Equivalents | ||
Assets: | ||
Total assets | 11,499 | |
Fair Value, Recurring | Level 2 | Cash Equivalents | Commercial Paper | ||
Assets: | ||
Total assets | 11,499 | |
Fair Value, Recurring | Level 2 | Marketable Securities | ||
Assets: | ||
Total assets | 72,966 | |
Fair Value, Recurring | Level 2 | Marketable Securities | Commercial Paper | ||
Assets: | ||
Total assets | 65,910 | |
Fair Value, Recurring | Level 2 | Marketable Securities | Asset Backed Securities | ||
Assets: | ||
Total assets | $ 7,056 | |
Fair Value, Recurring | Level 3 | ||
Liabilities: | ||
Total liabilities | 26,576,000 | |
Fair Value, Recurring | Level 3 | Change of Control Derivative Liability - Related Party | ||
Liabilities: | ||
Total liabilities | 16,849,000 | |
Fair Value, Recurring | Level 3 | Convertible SAFEs - Related Party | ||
Liabilities: | ||
Total liabilities | $ 9,727,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Feb. 26, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Marketable securities | $ 72,966,000 | $ 0 | |
Fair value liabilities level 1 to level 2 to level 3 transfers amount | $ 0 | ||
Series A Preferred Stock | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Proceeds from financing | $ 57,300,000 | ||
Proceeds from additional financing agreement | $ 57,000,000 | ||
Issuance of preferred stock and common stock, net of legal fees, shares | 507,133 | ||
Series A Convertible Preferred Stock | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Proceeds from additional financing agreement | $ 57,000,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Available For Sale Marketable Securities By Type Of Security (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | $ 72,960 |
Gross Unrealized Gain | (6) |
Fair Value | 72,966 |
Commercial Paper | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 65,904 |
Gross Unrealized Gain | (6) |
Fair Value | 65,910 |
Asset Backed Securities | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 7,056 |
Gross Unrealized Gain | |
Fair Value | $ 7,056 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Activity of Level 3 Liability (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule Of Available For Sale Securities [Line Items] | |
Change in fair value of Series A tranche liability | $ (5,476) |
Change of Control Derivative Liability - Related Party | Level 3 | |
Schedule Of Available For Sale Securities [Line Items] | |
Beginning Balance | 16,849 |
Change in fair value of Series A tranche liability | 6,883 |
Conversion of debt instruments to Series A-1 preferred stock | (23,732) |
Convertible SAFEs - Related Party | Level 3 | |
Schedule Of Available For Sale Securities [Line Items] | |
Beginning Balance | 9,727 |
Change in fair value of Series A tranche liability | 4,168 |
Conversion of debt instruments to Series A-1 preferred stock | (13,895) |
Series A Tranche Liability | Level 3 | |
Schedule Of Available For Sale Securities [Line Items] | |
Issuance of Series A tranche liability | 1,552 |
Change in fair value of Series A tranche liability | 5,476 |
Conversion of Series A tranche liability to Series A preferred stock and common stock | $ (7,028) |
Consolidated Balance Sheet De_3
Consolidated Balance Sheet Details - Summary of Prepaid Expenses and Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current | ||
Prepaid research and development costs | $ 2,660 | $ 1 |
Other assets | 782 | |
Prepaid other | 217 | |
Prepaid related party expenses | 48 | |
Total prepaid expenses and other assets | $ 3,707 | $ 1 |
Consolidated Balance Sheet De_4
Consolidated Balance Sheet Details - Summary of Other Long-term Assets (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Other Long-term Assets | |
Deferred offering costs | $ 2,768 |
Security deposits | 63 |
Total other long-term assets | $ 2,831 |
Consolidated Balance Sheet De_5
Consolidated Balance Sheet Details - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued Expenses | ||
Accrued research and development costs | $ 4,266 | $ 234 |
Other accrued liabilities | 3,043 | 50 |
Accrued related party liabilities | 237 | 17 |
Total accrued expenses | $ 7,546 | $ 301 |
Consolidated Balance Sheet De_6
Consolidated Balance Sheet Details - Summary of Property and Equipment, Net (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 231,000 | |
Less: accumulated depreciation | (12,000) | |
Property and equipment, net | 219,000 | $ 0 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 145,000 | |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 58,000 | |
Computer Hardware and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 28,000 |
Consolidated Balance Sheet De_7
Consolidated Balance Sheet Details - Additional Information (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Abstract] | ||
Capitalized property and equipment | $ 219,000 | $ 0 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||
Feb. 28, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||
Common stock, shares issued | 4,198,682 | 2,187,187 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Excess of the cost of acquisition over net assets acquired | $ 21,781 | ||
Oppilan | |||
Business Acquisition [Line Items] | |||
Common stock, shares issued | 360,854 | ||
Common stock, par value | $ 3.06 | ||
Options to purchase shares of common stock | 75,955 | ||
Weighted average fair value of common stock | $ 2.96 | ||
Fair value of consideration provided | $ 14,100 | ||
Excess of the cost of acquisition over net assets acquired | $ 12,923 | ||
Oppilan | Series A-1 Convertible Preferred Stock | |||
Business Acquisition [Line Items] | |||
Common stock, shares issued | 4,049,143 | ||
Common stock, par value | $ 3.06 | ||
Zomagen | |||
Business Acquisition [Line Items] | |||
Common stock, shares issued | 457,944 | ||
Common stock, par value | $ 3.06 | ||
Options to purchase shares of common stock | 30,483 | ||
Weighted average fair value of common stock | $ 2.96 | ||
Fair value of consideration provided | $ 7,800 | ||
Excess of the cost of acquisition over net assets acquired | $ 8,858 | ||
Zomagen | Series A-1 Convertible Preferred Stock | |||
Business Acquisition [Line Items] | |||
Common stock, shares issued | 2,003,768 | ||
Common stock, par value | $ 3.06 |
Acquisitions - Summary of Net A
Acquisitions - Summary of Net Assets (Liabilities) Acquired (Details) $ in Thousands | Feb. 28, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 1,899 |
Prepaid expenses and other assets | 599 |
Property and equipment, net | 16 |
Other long-term assets | 7 |
Accounts payable | (802) |
Accrued expenses | (1,576) |
Net assets (liabilities) acquired | 143 |
Oppilan | |
Business Acquisition [Line Items] | |
Cash and cash equivalents | 1,748 |
Prepaid expenses and other assets | 587 |
Property and equipment, net | 10 |
Accounts payable | (453) |
Accrued expenses | (722) |
Net assets (liabilities) acquired | 1,170 |
Zomagen | |
Business Acquisition [Line Items] | |
Cash and cash equivalents | 151 |
Prepaid expenses and other assets | 12 |
Property and equipment, net | 6 |
Other long-term assets | 7 |
Accounts payable | (349) |
Accrued expenses | (854) |
Net assets (liabilities) acquired | $ (1,027) |
Acquisitions - Summary of Deter
Acquisitions - Summary of Determination of Purchase Price and Related Charge to IPR&D (Details) $ in Thousands | 1 Months Ended |
Feb. 28, 2021USD ($) | |
Business Acquisition [Line Items] | |
Net assets (liabilities) acquired | $ 143 |
Fair value of shares issued | 21,032 |
Transaction fees | 577 |
Fair value of vested common stock options exchanged | 315 |
Purchase price | 21,924 |
Acquired IPR&D | 21,781 |
Oppilan | |
Business Acquisition [Line Items] | |
Net assets (liabilities) acquired | 1,170 |
Fair value of shares issued | 13,498 |
Transaction fees | 370 |
Fair value of vested common stock options exchanged | 225 |
Purchase price | 14,093 |
Acquired IPR&D | 12,923 |
Zomagen | |
Business Acquisition [Line Items] | |
Net assets (liabilities) acquired | (1,027) |
Fair value of shares issued | 7,534 |
Transaction fees | 207 |
Fair value of vested common stock options exchanged | 90 |
Purchase price | 7,831 |
Acquired IPR&D | $ 8,858 |
Debt - Related Party - Converti
Debt - Related Party - Convertible Promissory Notes - Related Party - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | |||
Reduction to additional paid-in-capital | $ 1,735,000 | ||
Interest expense recorded associated with promissory notes | $ 94,000 | 99,000 | $ 205,000 |
Convertible Promissory Notes – Related Party | |||
Debt Instrument [Line Items] | |||
Fair value adjustment of convertible debt | 6,900,000 | ||
Difference between fair value of promissory note and change of control derivative liability - related party | 26,700,000 | ||
Fair value of securities received | 31,400,000 | ||
Reduction to additional paid-in-capital | 4,700,000 | ||
Interest expense recorded associated with promissory notes | $ 100,000 | $ 100,000 | |
Long-term debt outstanding | $ 0 |
Debt - Related Party - Conver_2
Debt - Related Party - Convertible SAFE Notes - Related Party - Additional Information (Details) - USD ($) $ in Millions | Feb. 26, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2020 |
Series A-1 Convertible Preferred Stock | ||||
Debt Instrument [Line Items] | ||||
Shares issued upon conversion of SAFE notes | 12,713,585 | |||
Convertible SAFE Notes – Related Party | ||||
Debt Instrument [Line Items] | ||||
Advances from several related party investors | $ 6.1 | |||
Convertible SAFE Notes – Related Party | Series A-1 Convertible Preferred Stock | ||||
Debt Instrument [Line Items] | ||||
Shares issued upon conversion of SAFE notes | 2,440,595 | |||
January 2021 SAFE | ||||
Debt Instrument [Line Items] | ||||
Amount raised from certain related party investors, SAFE note | $ 0.5 | |||
January 2021 SAFE | Series A Convertible Preferred Stock | ||||
Debt Instrument [Line Items] | ||||
Shares issued upon conversion of SAFE notes | 49,346 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - USD ($) | Sep. 09, 2021 | Jun. 10, 2021 | Feb. 26, 2021 | Feb. 28, 2019 | Sep. 30, 2021 |
Class Of Stock [Line Items] | |||||
Gross proceeds received from various related party investors | $ 164,221,000 | ||||
Preferred stock, issuance costs | 746,000 | ||||
Change in fair value of Series A tranche liability | (5,476,000) | ||||
Dividends declared | $ 0 | ||||
Series A Convertible Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Gross proceeds received from various related party investors | $ 57,300,000 | ||||
Preferred stock, shares issued | 6,283,401 | ||||
Preferred stock, issue price | $ 9.12 | $ 9.12 | |||
Preferred stock, issuance costs | $ 400,000 | ||||
Preferred stock, par value | $ 0.0001 | ||||
Incremental common shares to a Series A investor | 507,133 | ||||
Fair value of the incremental common shares treated as a deemed dividend | $ 1,600,000 | ||||
Fair value of the tranche rights | $ 1,500,000 | ||||
Change in fair value of Series A tranche liability | $ 5,500,000 | ||||
Dividend rate | 8.00% | ||||
Series A Convertible Preferred Stock | Second Tranche | |||||
Class Of Stock [Line Items] | |||||
Gross proceeds received from various related party investors | $ 57,000,000 | ||||
Preferred stock, shares issued | 6,250,504 | ||||
Preferred stock, issue price | $ 9.12 | ||||
Series A-1 Convertible Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, issue price | $ 9.56 | ||||
Preferred stock, shares issued upon the conversion of the amended and convertible SAFE notes | 12,713,585 | ||||
Amended and convertible SAFE notes, principal amount outstanding | $ 9,800,000 | ||||
Series A-1 Convertible Preferred Stock | Oppilan | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, shares issued | 4,049,143 | ||||
Series A-1 Convertible Preferred Stock | Zomagen | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, shares issued | 2,003,768 | ||||
Series B Convertible Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Gross proceeds received from various related party investors | $ 51,000,000 | ||||
Preferred stock, shares issued | 4,029,275 | ||||
Preferred stock, issue price | $ 12.66 | $ 12.66 | |||
Preferred stock, issuance costs | $ 200,000 | ||||
Preferred stock, par value | $ 0.0001 | ||||
Preferred stock, liquidation preference | $ 1 | ||||
Dividend rate | 8.00% | ||||
Series B Convertible Preferred Stock | Minimum | Initial Public Offering | |||||
Class Of Stock [Line Items] | |||||
Amount of preferred stock convertible in to common stock | $ 75,000,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Feb. 28, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 969,000 | $ 14,000 | $ 1,337,000 | $ 31,000 | ||
Stock Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted average grant date fair value of stock options granted | $ 4.21 | |||||
Stock-based compensation expense | 1,000,000 | $ 0 | $ 1,300,000 | $ 0 | ||
Unrecognized stock-based compensation expense | 14,700,000 | $ 14,700,000 | ||||
Unrecognized stock-based compensation expense, weighted average period | 2 years 9 months 18 days | |||||
Restricted Stock Awards | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options granted vesting period | 3 years | |||||
Shares repurchased | 9,073 | 12,097 | ||||
Unrecognized stock-based compensation expense other than stock option | $ 300,000 | $ 300,000 | ||||
Unrecognized stock-based compensation expense, weighted average period | 1 year 9 months 18 days | |||||
2019 Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares authorized for issuance | 6,198,493 | 6,198,493 | 2,627,541 | 6,198,493 | ||
Shares remained available for grant | 1,000,196 | 1,000,196 | 1,047,530 | |||
2019 Equity Incentive Plan | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options granted vesting period | 2 years | |||||
2019 Equity Incentive Plan | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options granted vesting period | 4 years | |||||
Term of stock options granted | 10 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Total Share Based Compensation Expense Related to Share Based Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 969 | $ 14 | $ 1,337 | $ 31 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | 216 | 9 | 446 | 20 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 753 | $ 5 | $ 891 | $ 11 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Shares, Beginning Balance | shares | 1,547,753 | |
Number of Shares, Granted | shares | 3,557,803 | |
Number of Shares, Exercised | shares | (92,208) | |
Number of Shares, Forfeited and cancelled | shares | (34,813) | |
Number of Shares, Ending Balance | shares | 4,978,535 | 1,547,753 |
Number of Shares, Options vested and expected to vest | shares | 4,978,535 | |
Number of Shares, Options exercisable | shares | 1,122,487 | |
Weighted Average Exercise Price, Beginning balance | $ / shares | $ 0.20 | |
Weighted Average Exercise Price, Granted | $ / shares | 6.18 | |
Weighted Average Exercise Price, Exercised | $ / shares | 0.56 | |
Weighted Average Exercise Price, Forfeited and cancelled | $ / shares | 0.20 | |
Weighted Average Exercise Price, ending balance | $ / shares | 4.46 | $ 0.20 |
Weighted Average Exercise Price, Options vested and expected to vest | $ / shares | 4.46 | |
Weighted Average Exercise Price, Options exercisable | $ / shares | $ 1.10 | |
Weighted Average Contractual Term, Outstanding | 9 years 3 months 29 days | 8 years 9 months 3 days |
Weighted Average Contractual Term,Options vested and expected to vest | 9 years 3 months 29 days | |
Weighted Average Contractual Term, Options exercisable | 8 years 3 months | |
Aggregate Intrinsic Value | $ | $ 299 | |
Aggregate Intrinsic Value, Exercised | $ | 689 | |
Aggregate Intrinsic Value | $ | 17,770 | $ 299 |
Aggregate Intrinsic Value, Options vested and expected | $ | 17,770 | |
Aggregate Intrinsic Value, Options exercisable | $ | $ 7,786 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Assumptions Used in Black-Scholes Option Pricing Model (Details) - Stock Options | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate, Minimum | 0.70% | 0.40% |
Risk-free interest rate, Maximum | 1.00% | 1.20% |
Expected volatility | 75.00% | 80.00% |
Expected term (in years) | 5 years 9 months 18 days | |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 5 years | |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Award Activity (Details) - Restricted Stock Awards | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Beginning Balance | shares | 128,030 |
Number of Shares, Granted | shares | 95,296 |
Number of Shares, Vested | shares | (73,793) |
Number of Shares, Forfeited and cancelled | shares | (9,073) |
Number of Shares, Ending Balance | shares | 140,460 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 0.10 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 3.44 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 0.10 |
Weighted Average Grant Date Fair Value, Forfeited and cancelled | $ / shares | 0.10 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 2.37 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||||
Termination, description | the Company assumed a lease with a lease termination date of November 30, 2021 from a related party. | ||||
Lease termination date | Nov. 30, 2021 | ||||
Lease, term of contract | 4 years | 5 years | 4 years | ||
Lease effective start date | Sep. 16, 2021 | Jul. 1, 2021 | |||
Lease effective end date | Jun. 30, 2026 | Jun. 30, 2026 | |||
Operating leases, future minimum payments due | $ 1,783,000 | $ 1,783,000 | $ 0 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Payments under Operating Leases (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 remaining | $ 112,000 | |
2022 | 382,000 | |
2023 | 392,000 | |
2024 | 370,000 | |
2025 | 349,000 | |
Thereafter | 178,000 | |
Operating leases, future minimum payments due, Total | $ 1,783,000 | $ 0 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net loss | $ (12,774) | $ (7,155) | $ (65,978) | $ (11,472) |
Deemed dividend | (1,552) | |||
Net loss attributable to common shareholders | $ (12,774) | $ (7,155) | $ (67,530) | $ (11,472) |
Denominator | ||||
Weighted average shares of common stock outstanding, basic and diluted | 4,026,083 | 1,998,548 | 3,409,036 | 1,971,081 |
Basic and diluted net loss per share attributable to common shareholders | $ (3.17) | $ (3.58) | $ (19.81) | $ (5.82) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 40,448,671 | 12,433,539 |
Series A, A-1 And B Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 35,329,676 | |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 4,978,535 | 12,279,905 |
Unvested Restricted Stock Awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 140,460 | 153,634 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Jan. 01, 2019 |
Accounts Payable and Accrued Expenses | |||
Related Party Transaction [Line Items] | |||
Due to Related Parties | $ 0.2 | $ 0.3 | |
Raju Mohan, PhD | Minimum | |||
Related Party Transaction [Line Items] | |||
Ownership percentage of capital stock | 5.00% |
Related Party Transactions - Su
Related Party Transactions - Summary of Expense Recognized Under the Related Party (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Research and Development | ||||
Related Party Transaction [Line Items] | ||||
Expense recognized under related party | $ 287 | $ 179 | $ 839 | $ 653 |
Research and Development | Kalika | ||||
Related Party Transaction [Line Items] | ||||
Expense recognized under related party | 0 | 129 | 112 | 406 |
Research and Development | Bayside | ||||
Related Party Transaction [Line Items] | ||||
Expense recognized under related party | 287 | 50 | 727 | 247 |
General and Administrative | ||||
Related Party Transaction [Line Items] | ||||
Expense recognized under related party | 0 | 107 | 116 | 328 |
General and Administrative | Kalika | ||||
Related Party Transaction [Line Items] | ||||
Expense recognized under related party | $ 0 | $ 107 | $ 116 | $ 328 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Millions | Oct. 21, 2021USD ($)$ / sharesshares | Oct. 19, 2021shares | Oct. 11, 2021 | Feb. 26, 2021 | Sep. 30, 2021shares |
Subsequent Event [Line Items] | |||||
Stock split, conversion ratio | 7.933972 | ||||
Common Stock | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 507,133 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Stock split, conversion ratio | 0.10455 | ||||
Subsequent Event | Initial Public Offering | |||||
Subsequent Event [Line Items] | |||||
Shares issued price per share | $ / shares | $ 16 | ||||
Net proceeds from issuance after deducting underwriting discounts and commissions and offering expenses | $ | $ 158.8 | ||||
Subsequent Event | Initial Public Offering | Common Stock | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 10,893,554 | ||||
Shares issued price per share | $ / shares | $ 16 | ||||
Net proceeds from issuance after deducting underwriting discounts and commissions and offering expenses | $ | $ 158.8 | ||||
Underwriting discounts and commissions | $ | 12.2 | ||||
Other offering expenses | $ | $ 3.3 | ||||
Outstanding shares of convertible preferred stock converted into common stock | 35,329,676 | ||||
Subsequent Event | Underwriters' Over-Allotment Option | Common Stock | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 1,420,898 | ||||
2021 Equity Incentive Plan | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Common stock reserved and available for future issuance | 5,612,000 | ||||
Number of shares that may be issued in accordance with plan | 5,102,000 | ||||
Percentage of outstanding shares of common stock that may be issued in accordance with plan | 5.00% | ||||
2021 Employee Stock Purchase Plan | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Common stock reserved and available for future issuance | 510,000 | ||||
Number of shares that may be issued in accordance with plan | 1,020,000 | ||||
Percentage of outstanding shares of common stock that may be issued in accordance with plan | 1.00% |