Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 31, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40671 | |
Entity Registrant Name | NUVALENT, INC. | |
Entity Central Index Key | 0001861560 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-5112298 | |
Entity Address, Address Line One | One Broadway | |
Entity Address, Address Line Two | 14th Floor | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02142 | |
City Area Code | 857 | |
Local Phone Number | 357-7000 | |
Title of 12(b) Security | Class A Common stock, par value $0.0001 per share | |
Trading Symbol | NUVL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 42,848,715 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,435,254 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 245,886 | $ 10,332 |
Marketable securities | 56,543 | 0 |
Prepaid expenses and other current assets | 2,710 | 314 |
Total current assets | 305,139 | 10,646 |
Other assets | 2,834 | |
Total assets | 307,973 | 10,646 |
Current liabilities: | ||
Accounts payable | 2,532 | 1,252 |
Accrued expenses | 4,310 | 1,171 |
Preferred stock tranche rights | 1,957 | |
Total current liabilities | 6,842 | 4,380 |
Notes payable and accrued interest to stockholder | 2,235 | |
Total liabilities | 6,842 | 6,615 |
Commitments and contingencies (Note 10 ) | ||
Convertible preferred stock (Series A and B), $0.0001 par value; no shares and 112,431,508 shares authorized at September 30, 2021 and December 31, 2020, respectively; no shares and 89,945,206 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively; | 35,354 | |
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value; 10,000,000 shares and no shares authorized at September 30, 2021 and December 31, 2020, respectively; no shares issued or outstanding | ||
Additional paid-in capital | 362,083 | 842 |
Accumulated other comprehensive loss | (23) | |
Accumulated deficit | (60,934) | (31,885) |
Promissory note from stockholder | (280) | |
Total stockholders' equity (deficit) | 301,131 | (31,323) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | 307,973 | $ 10,646 |
Common Class A [Member] | ||
Stockholders' equity (deficit): | ||
Common stock | 4 | |
Common Class B [Member] | ||
Stockholders' equity (deficit): | ||
Common stock | $ 1 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Temporary equity, shares authorized | 112,431,508 | |
Temporary equity, shares issued | 89,945,206 | |
Temporary equity, shares outstanding | 89,945,206 | |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Convertible preferred stock [Member] | ||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 0 | 112,431,508 |
Temporary equity, shares issued | 0 | 89,945,206 |
Temporary equity, shares outstanding | 0 | 89,945,206 |
Common Class A [Member] | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 140,000,000 | 160,000,000 |
Common stock, shares issued | 42,848,715 | 3,129,384 |
Common stock, shares outstanding | 42,848,715 | 3,129,384 |
Common Class B [Member] | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 0 |
Common stock, shares issued | 5,435,254 | 0 |
Common stock, shares outstanding | 5,435,254 | 0 |
STATEMENTS OF OPERATIONS AND CO
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - 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 | $ 9,055 | $ 3,721 | $ 22,365 | $ 10,704 |
General and administrative | 3,372 | 319 | 6,074 | 987 |
Total operating expenses | 12,427 | 4,040 | 28,439 | 11,691 |
Loss from operations | (12,427) | (4,040) | (28,439) | (11,691) |
Other income (expense): | ||||
Change in fair value of preferred stock tranche rights | (724) | (635) | 3,747 | |
Other income (expense), net | 1 | (14) | 25 | (32) |
Total other income (expense), net | 1 | (738) | (610) | 3,715 |
Net loss | $ (12,426) | $ (4,778) | $ (29,049) | $ (7,976) |
Net loss per share attributable to common stockholders, basic | $ (0.39) | $ (1.57) | $ (2.26) | $ (2.85) |
Net loss per share attributable to common stockholders, diluted | $ (0.39) | $ (1.57) | $ (2.26) | $ (2.85) |
Weighted average shares of common stock outstanding, basic | 32,066,089 | 3,042,398 | 12,858,574 | 2,798,910 |
Weighted average shares of common stock outstanding, diluted | 32,066,089 | 3,042,398 | 12,858,574 | 2,798,910 |
Comprehensive loss: | ||||
Net loss | $ (12,426) | $ (4,778) | $ (29,049) | $ (7,976) |
Other comprehensive loss: | ||||
Unrealized losses on marketable securities, net of tax of $0 | (23) | (23) | ||
Comprehensive loss | $ (12,449) | $ (4,778) | $ (29,072) | $ (7,976) |
STATEMENTS OF OPERATIONS AND _2
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Income Statement [Abstract] | |
Unrealized losses on marketable securities, tax | $ 0 |
STATEMENTS OF CONVERTIBLE PREFE
STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Convertible preferred stock [Member] | Common stock [Member] | Common stock [Member]Common Class A [Member] | Common stock [Member]Common Class B [Member] | Additional paid-in capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated deficit [Member] | Promissory note from stockholder [Member] |
Beginning Balance , Shares at Dec. 31, 2019 | 39,351,028 | ||||||||
Beginning Balance at Dec. 31, 2019 | $ 14,048 | ||||||||
Beginning Balance , Shares at Dec. 31, 2019 | 2,138,988 | ||||||||
Beginning Balance at Dec. 31, 2019 | $ (17,256) | $ 98 | $ (17,329) | $ (25) | |||||
Issuance of convertible preferred stock , Shares | 28,107,876 | ||||||||
Issuance of convertible preferred stock | $ 12,500 | ||||||||
Stock-based compensation expense | 623 | 623 | |||||||
Reclassification of preferred stock tranche rights upon settlement | $ (1,538) | ||||||||
Net loss | 5,359 | 5,359 | |||||||
Ending Balance , Shares at Mar. 31, 2020 | 67,458,904 | ||||||||
Ending Balance at Mar. 31, 2020 | $ 25,010 | ||||||||
Ending Balance , Shares at Mar. 31, 2020 | 2,138,988 | ||||||||
Ending Balance at Mar. 31, 2020 | (11,274) | 721 | (11,970) | (25) | |||||
Beginning Balance , Shares at Dec. 31, 2019 | 39,351,028 | ||||||||
Beginning Balance at Dec. 31, 2019 | $ 14,048 | ||||||||
Beginning Balance , Shares at Dec. 31, 2019 | 2,138,988 | ||||||||
Beginning Balance at Dec. 31, 2019 | (17,256) | 98 | (17,329) | (25) | |||||
Reclassification of preferred stock tranche rights upon settlement | (1,194) | ||||||||
Net loss | (7,976) | ||||||||
Ending Balance , Shares at Sep. 30, 2020 | 89,945,206 | ||||||||
Ending Balance at Sep. 30, 2020 | $ 35,354 | ||||||||
Ending Balance , Shares at Sep. 30, 2020 | 3,091,728 | ||||||||
Ending Balance at Sep. 30, 2020 | (24,798) | 785 | (25,305) | (278) | |||||
Beginning Balance , Shares at Dec. 31, 2019 | 39,351,028 | ||||||||
Beginning Balance at Dec. 31, 2019 | $ 14,048 | ||||||||
Beginning Balance , Shares at Dec. 31, 2019 | 2,138,988 | ||||||||
Beginning Balance at Dec. 31, 2019 | (17,256) | 98 | (17,329) | (25) | |||||
Net loss | $ (14,600) | ||||||||
Ending Balance , Shares at Dec. 31, 2020 | 89,945,206 | 89,945,206 | |||||||
Ending Balance at Dec. 31, 2020 | $ 35,354 | $ 35,354 | |||||||
Ending Balance , Shares at Dec. 31, 2020 | 3,129,384 | ||||||||
Ending Balance at Dec. 31, 2020 | (31,323) | 842 | (31,885) | (280) | |||||
Beginning Balance , Shares at Mar. 31, 2020 | 67,458,904 | ||||||||
Beginning Balance at Mar. 31, 2020 | $ 25,010 | ||||||||
Beginning Balance , Shares at Mar. 31, 2020 | 2,138,988 | ||||||||
Beginning Balance at Mar. 31, 2020 | (11,274) | 721 | (11,970) | (25) | |||||
Issuance of common stock | 952,740 | ||||||||
Stock-based compensation expense | 29 | 29 | |||||||
Interest on promissory note from related stockholder party | (1) | (1) | |||||||
Issuance of promissory note from related party stockholder | (250) | (250) | |||||||
Net loss | (8,557) | (8,557) | |||||||
Ending Balance , Shares at Jun. 30, 2020 | 67,458,904 | ||||||||
Ending Balance at Jun. 30, 2020 | $ 25,010 | ||||||||
Ending Balance , Shares at Jun. 30, 2020 | 3,091,728 | ||||||||
Ending Balance at Jun. 30, 2020 | (20,053) | 750 | (20,527) | (276) | |||||
Issuance of convertible preferred stock , Shares | 22,486,302 | ||||||||
Issuance of convertible preferred stock | $ 10,000 | ||||||||
Stock-based compensation expense | 35 | 35 | |||||||
Interest on promissory note from related stockholder party | (2) | (2) | |||||||
Reclassification of preferred stock tranche rights upon settlement | $ 344 | ||||||||
Net loss | (4,778) | (4,778) | |||||||
Ending Balance , Shares at Sep. 30, 2020 | 89,945,206 | ||||||||
Ending Balance at Sep. 30, 2020 | $ 35,354 | ||||||||
Ending Balance , Shares at Sep. 30, 2020 | 3,091,728 | ||||||||
Ending Balance at Sep. 30, 2020 | $ (24,798) | 785 | (25,305) | (278) | |||||
Beginning Balance , Shares at Dec. 31, 2020 | 89,945,206 | 89,945,206 | |||||||
Beginning Balance at Dec. 31, 2020 | $ 35,354 | $ 35,354 | |||||||
Beginning Balance , Shares at Dec. 31, 2020 | 3,129,384 | ||||||||
Beginning Balance at Dec. 31, 2020 | (31,323) | 842 | (31,885) | (280) | |||||
Issuance of convertible preferred stock , Shares | 22,486,302 | ||||||||
Issuance of convertible preferred stock | $ 10,000 | ||||||||
Conversion of note payable and accrued interest to Series A convertible preferred stock , Shares | 5,025,604 | ||||||||
Conversion of note payable and accrued interest to Series A convertible preferred stock | $ 2,815 | ||||||||
Stock-based compensation expense | 65 | 65 | |||||||
Interest on promissory note from related stockholder party | (2) | (2) | |||||||
Reclassification of preferred stock tranche rights upon settlement | $ 2,592 | ||||||||
Loss on extinguishment of debt | (580) | (580) | |||||||
Net loss | (6,785) | (6,785) | |||||||
Ending Balance , Shares at Mar. 31, 2021 | 117,457,112 | ||||||||
Ending Balance at Mar. 31, 2021 | $ 50,761 | ||||||||
Ending Balance , Shares at Mar. 31, 2021 | 3,129,384 | ||||||||
Ending Balance at Mar. 31, 2021 | $ (38,625) | 327 | (38,670) | (282) | |||||
Beginning Balance , Shares at Dec. 31, 2020 | 89,945,206 | 89,945,206 | |||||||
Beginning Balance at Dec. 31, 2020 | $ 35,354 | $ 35,354 | |||||||
Beginning Balance , Shares at Dec. 31, 2020 | 3,129,384 | ||||||||
Beginning Balance at Dec. 31, 2020 | (31,323) | 842 | (31,885) | (280) | |||||
Reclassification of preferred stock tranche rights upon settlement | 2,592 | ||||||||
Loss on extinguishment of debt | (580) | ||||||||
Net loss | (29,049) | ||||||||
Ending Balance , Shares at Sep. 30, 2021 | 0 | ||||||||
Ending Balance , Shares at Sep. 30, 2021 | 42,848,715 | 5,435,254 | |||||||
Ending Balance at Sep. 30, 2021 | 301,131 | $ 4 | $ 1 | 362,083 | $ (23) | (60,934) | |||
Beginning Balance , Shares at Mar. 31, 2021 | 117,457,112 | ||||||||
Beginning Balance at Mar. 31, 2021 | $ 50,761 | ||||||||
Beginning Balance , Shares at Mar. 31, 2021 | 3,129,384 | ||||||||
Beginning Balance at Mar. 31, 2021 | (38,625) | 327 | (38,670) | (282) | |||||
Issuance of convertible preferred stock , Shares | 65,223,679 | ||||||||
Issuance of convertible preferred stock | $ 134,652 | ||||||||
Stock-based compensation expense | 725 | 725 | |||||||
Interest on promissory note from related stockholder party | (2) | (2) | |||||||
Net loss | (9,838) | (9,838) | |||||||
Ending Balance , Shares at Jun. 30, 2021 | 182,680,791 | ||||||||
Ending Balance at Jun. 30, 2021 | $ 185,413 | ||||||||
Ending Balance , Shares at Jun. 30, 2021 | 3,129,384 | ||||||||
Ending Balance at Jun. 30, 2021 | (47,740) | 1,052 | (48,508) | (284) | |||||
Conversion of preferred stock to common stock upon initial public offering, Shares | (182,680,791) | 29,106,831 | 4,835,254 | ||||||
Conversion of preferred stock to common stock upon initial public offering | 185,413 | $ (185,413) | $ 3 | $ 1 | 185,409 | ||||
Issuance of common stock | 10,612,500 | 600,000 | |||||||
Issuance of common stock upon initial public offering, net of issuance costs | 174,250 | $ 1 | 174,249 | ||||||
Stock-based compensation expense | 1,373 | 1,373 | |||||||
Repayment of promissory note from related stockholder party | 284 | $ 284 | |||||||
Unrealized losses on marketable securities | (23) | (23) | |||||||
Net loss | (12,426) | (12,426) | |||||||
Ending Balance , Shares at Sep. 30, 2021 | 0 | ||||||||
Ending Balance , Shares at Sep. 30, 2021 | 42,848,715 | 5,435,254 | |||||||
Ending Balance at Sep. 30, 2021 | $ 301,131 | $ 4 | $ 1 | $ 362,083 | $ (23) | $ (60,934) |
STATEMENTS OF CONVERTIBLE PRE_2
STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2021 | |
Series B convertible preferred stock [Member] | ||
Temporary Equity Issuance Costs | $ 348 | |
Common Stock [Member] | ||
Stock Issuance Costs | $ 3,020 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (29,049) | $ (7,976) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of preferred stock tranche rights | 635 | (3,747) |
Stock-based compensation expense | 2,163 | 687 |
Non-cash interest income on promissory note | (4) | (3) |
Net amortization of premiums on marketable securities | 1 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (444) | (275) |
Other assets | (2,834) | |
Accounts payable | 909 | 187 |
Accrued expenses | 1,578 | 1,115 |
Net cash used in operating activities | (27,045) | (10,012) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (56,567) | |
Net cash used in investing activities | (56,567) | |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible preferred stock and preferred stock tranche rights, net of issuance costs | 144,652 | 22,500 |
Proceeds from initial public offering, net of underwriting discounts and commissions | 177,270 | |
Issuance of promissory note to stockholder | (250) | |
Payments of insurance costs financed by a third-party | (391) | |
Proceeds from repayment of promissory note to stockholder | 284 | |
Payments of initial public offering costs | (2,649) | |
Net cash provided by financing activities | 319,166 | 22,250 |
Net increase in cash and cash equivalents | 235,554 | 12,238 |
Cash and cash equivalents at beginning of period | 10,332 | 3,016 |
Cash and cash equivalents at end of period | 245,886 | 15,254 |
Supplemental disclosure of noncash financing information: | ||
Settlement of notes payable and accrued interest for preferred stock | 2,235 | |
Conversion of convertible preferred stock to common stock upon initial public offering | 185,413 | |
Insurance premium financed by a third-party | 1,952 | |
Loss on extinguishment of debt | 580 | |
Settlement of preferred stock tranche rights | 2,592 | $ (1,194) |
Initial public offering costs in accounts payable | $ 371 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Nuvalent, Inc. (the “Company”) is a biopharmaceutical company focused on creating precisely targeted therapies for patients with cancer, designed to overcome the limitations of existing therapies for clinically proven kinase targets. The Company was founded in January 2017 as a Delaware corporation. The Company is headquartered in Cambridge, Massachusetts. The Company is subject to risks similar to those of other pre-commercial COVID-19 . In March 2020, the World Health Organization declared the COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 On July 23, 2021, the Company effected a one-for-5.38213 On July 23, 2021, the Company filed an amendment to its amended and restated certificate of incorporation, which effected a recapitalization of the Company’s then outstanding common stock to Class A common stock and authorized an additional new class of common stock (“Class B common stock”). The rights of the holders of Class A common stock and Class B common stock are substantially identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote and shares of Class B common stock are non-voting, On August 2, 2021, the Company completed an initial public offering (“IPO”) of its common stock and issued and sold 10,612,500 shares of Class A and 600,000 shares of Class B common stock at a public offering price of $17.00 per share, inclusive of 1,462,500 shares of Class A common stock pursuant to the full exercise of the underwriters’ option to purchase additional shares. The Company received net proceeds of approximately $174.3 million after deducting underwriting discounts and commissions and offering costs. In connection with the IPO, the Company’s outstanding convertible preferred stock automatically converted into shares of Class A and Class B common stock. Basis of presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Since its inception, the Company has funded its operations primarily with proceeds from sales of preferred stock, issuance of convertible notes (which converted in 2018), debt financing from its investors (which was settled with convertible preferred stock in February 2021), and most recently, with proceeds from the sale of common stock in the IPO completed in August 2021. The Company has incurred recurring losses since inception, including net losses of $29.0 million for the nine months ended September 30, 2021 and $14.6 million for the year ended December 31, 2020. As of September 30, 2021, the Company had an accumulated deficit of $60.9 million. The Company expects to continue to generate operating losses for the foreseeable future. The Company believes that its existing cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the date of issuance of these financial statements. The Company will need to obtain additional funding through public or private equity offerings, debt financings or strategic alliances. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into strategic alliances. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. Arrangements with collaborators or others may require the Company to relinquish rights to certain of its technologies or programs. If the Company is unable to obtain funding, the Company will be required to delay, reduce or eliminate some or all of its research and development programs or the Company may be unable to continue operations. Although management will continue to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations when needed or at all. |
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 Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the valuation of common stock, the valuation of stock-based awards, preferred stock tranche rights and the accrual of research and development expenses. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Actual results may differ from those estimates or assumptions. Unaudited interim financial information The balance sheet at December 31, 2020 was derived from audited financial statements but does not include all disclosures required by GAAP. The accompanying unaudited financial statements as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2020 included in the Company’s Registration Statement on Form S-1, No. 333-257730 Concentrations of credit risk and of significant suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities. As of September 30, 2021 and December 31, 2020, the Company maintained cash, cash equivalents and marketable securities balances in excess of federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on third-party vendors for the manufacturing of its product candidates. In particular, the Company relies, and expects to continue to rely, on a small number of vendors to manufacture materials and components required for the production of its product candidates. These programs could be adversely affected by a significant interruption in the manufacturing process. Fair value measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for 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 on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described above (see Note 4). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities . Marketable securities The Company’s marketable securities (non-equity available-for-sale . The Company evaluates its marketable securities with unrealized losses for other-than-temporary impairment. When assessing marketable securities for other-than-temporary declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment to fair value through a charge recorded in the statements of operations. No such adjustments were necessary during the periods presented. The Company classifies its marketable securities with maturities beyond one year as short-term, based on their highly liquid nature and because such marketable securities are available for current operations. Research and development costs Research and development expenses consist of costs incurred in performing research and development activities, including salaries and bonuses, stock-based compensation, employee benefits, consulting costs, and external costs of vendors engaged to conduct research, preclinical and clinical development activities. Costs for research and development activities are expensed in the period in which they are incurred. Payments for such activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid expense or accrued research and development expense. Determining the prepaid and accrued balances at the end of any reporting period incorporates certain judgments and estimates by management that are based on information available to the Company including information provided by vendors regarding the progress to completion of specific tasks or costs incurred. Stock-based compensation The Company measures stock options with service-based vesting granted to employees, non-employees The Company classifies stock-based compensation expense in its statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Net income (loss) per share Prior to the closing of the IPO, the Company followed the two-class method The two-class method The two-class method Subsequent to the closing of its IPO, basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and unvested restricted stock units. For periods in which the Company reported a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their affect is anti-dilutive. The Company has two classes of common stock outstanding: Class A common stock and Class B common stock. As more fully described in Note 8, the rights of the holders of Class A and Class B common stock are substantially identical, except with respect to voting and conversion. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time, subject to the ownership limitations provided for in the Company’s amended and restated certificate of incorporation. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one-to-one The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2021 and 2020 because including them would have had an anti-dilutive effect: As of September 30, 2021 2020 Convertible preferred stock (as converted to common stock) — 16,711,823 Unvested restricted common stock 21,129 48,039 Options to purchase common stock 4,748,605 1,104,832 4,769,734 17,864,694 Recently issued accounting pronouncements The Company qualifies as an “emerging growth company” as defined in the JOBS Act and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. In February 2016, the FASB issued ASU No. 2016-02, 2016-02”), right-of-use 2016-02, 2018-10, 2018-11, No. 2020-05, one-year right-of-use In June 2016, the FASB issued ASU No. 2016-13, No. 2019-10, |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2021 | |
Marketable Securities [Abstract] | |
Marketable Securities | 3. Marketable Securities Marketable securities by security type consisted of the following (in thousands): September 30, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Commercial paper (due within one year) $ 46,269 $ — $ (17 ) $ 46,252 Corporate bonds (due within one year) 8,257 — (4 ) 8,253 Corporate bonds (due after one year through two years) 2,040 — (2 ) 2,038 $ 56,566 $ — $ (23 ) $ 56,543 The Company had no marketable securities as of December 31, 2020 . |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The following tables present the Company’s fair value hierarchy for its assets and liabilities, which are measured at fair value on a recurring basis (in thousands): Fair Value Measurements at September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 239,383 $ — $ — $ 239,383 Commercial paper — 5,499 — 5,499 Marketable securities: Corporate bonds — 10,291 — 10,291 Commercial paper — 46,252 — 46,252 $ 239,383 $ 62,042 $ — $ 301,425 Fair Value Measurements at December 31, Level 1 Level 2 Level 3 Total Liabilities: Preferred stock tranche rights $ — $ — $ 1,957 $ 1,957 Money market funds were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy. Corporate bonds and commercial paper were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy. During the three and nine months ended September 30, 2021 and 2020, there were no transfers in or out of Level 3. The following table provides a roll-forward of the aggregate fair values of the Company’s preferred stock tranche rights, for which fair value was determined by Level 3 inputs (in thousands): Preferred Stock Fair value at December 31, 2020 $ 1,957 Change in fair value 635 Settlement of preferred stock tranche rights (2,592 ) Fair value at September 30, 2021 $ — The preferred stock tranche rights represented the fair value of the rights and obligations of the original purchasers of the Series A convertible preferred stock to participate in subsequent closings of Series A convertible preferred stock upon the achievement of certain strategic milestones or as determined by the Series A investors (the “Series A Tranche Rights”), which were fully settled by March 31, 2021. The Series A Tranche Rights met the definition of a freestanding financial instrument as the Series A Tranche Rights were legally detachable and separately exercisable from the Series A convertible preferred stock. The fair value of the Series A Tranche Rights were initially classified as a liability and recorded at fair value and were subject to revaluation at each balance sheet date until each Series A Tranche Right was exercised. The fair values of the Series A Tranche Rights were based on significant inputs not observable in the market, which represented a Level 3 measurement within the fair value hierarchy. The Company’s valuation of the Series A Tranche Rights utilized a scenario-based valuation analysis, which incorporated assumptions and estimates to value the Series A Tranche Rights and a probability assessment of the achievement of the milestones. The Company assessed these assumptions and estimates at the end of each reporting period as additional information impacting the assumptions were obtained. The quantitative elements associated with the Company’s Level 3 inputs impacting the fair value measurement of the Series A Tranche Rights included the fair value per share of the underlying convertible preferred stock, the expected term of the Series A Tranche Rights, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying convertible preferred stock. The Company determined the fair value per share of the underlying convertible preferred stock by taking into consideration its most recent sales of its convertible preferred stock as well as additional factors that the Company deemed relevant. The Company historically has been a private company and lacks company-specific historical and implied volatility information of its stock. Therefore, it estimated its expected stock volatility based on the historical volatility of a representative group of public companies in the biotechnology industry for the expected terms. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the expected terms. The Company estimated a 0% dividend yield based on the expected dividend yield and the fact that the Company has never paid or declared dividends. The Company assessed the probabilities of achieving the milestones related to each tranche upon issuance and at the end of each reporting period. Probabilities ranged from 90.0% to 100.0% and expected terms ranged from 0.2 years to 1.6 years. As of December 31, 2020, the fair value of the Company’s Series A convertible preferred stock was $0.53 per share. The Series A Tranche Rights were exercised in March 2020, August 2020 and February 2021. All Series A Tranche Rights were settled by March 31, 2021. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following (in thousands): September 30, 2021 December 31, 2020 Accrued employee compensation and benefits $ 1,679 $ 636 Accrued external research and development expenses 880 405 Accrued professional fees 1,751 103 Other — 27 $ 4,310 $ 1,171 |
Notes Payable to Related Party
Notes Payable to Related Party | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Notes Payable to Related Party | 6. Notes Payable to Related Party In February 2017, the Company issued $2.0 million of promissory notes (the “Notes”) to Deerfield Healthcare Innovations Fund, L.P. and Deerfield Private Design Fund, IV, L.P. (collectively “Deerfield”), an investor in the Company. The Notes accrued interest at a rate of 2.81% per annum, compounded annually, and matured upon the earlier of a change in control event as defined in the Company’s charter or five years from issuance. In connection with the issuance of the Notes, the Company entered into a revenue share agreement with Deerfield for contingent payments of a low single digit percentage rate of net sales of commercial product (see Note 10). In February 2021, the Company issued 5,025,604 shares of Series A convertible preferred stock in full settlement of the Notes and accrued interest. The issuance of the Series A convertible preferred stock was recorded at fair value and as a result, the Company recorded a loss on extinguishment of debt of $0.6 million upon the conversion representing the difference between the carrying value of the Notes and the fair value of the Series A convertible preferred stock. The loss on extinguishment of debt was recognized as additional paid-in capital, a component of stockholders’ equity (deficit), due to the related party nature of the Notes. |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Convertible Preferred Stock | 7. Convertible Preferred Stock The Company had issued Series A convertible preferred stock (the “Series A”) and Series B convertible preferred stock (the “Series B”). The Series A and Series B are collectively referred to as the “Preferred Stock”. Preferred Stock consisted of the following as of December 31, 2020: Preferred Preferred Stock Carrying Value Liquidation Common Stock (in thousands) (in thousands) Series A Preferred Stock 112,431,508 89,945,206 $ 35,354 $ 40,000 16,711,823 112,431,508 89,945,206 $ 35,354 $ 40,000 16,711,823 In April 2021, the Company issued and sold 65,223,679 shares of Series B at a price of $2.0698 per share, for gross proceeds of $135.0 million. There were no tranche rights granted in connection with the Series B issuance and sale. Upon the closing of the IPO, all of the shares of the Company’s outstanding Preferred Stock automatically converted into shares of Class A and Class B common stock. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Common Stock | 8. Common Stock On July 23, 2021, the Company filed an amendment to its amended and restated certificate of incorporation, which effected a recapitalization of the Company’s then outstanding common stock to Class A common stock and authorized an additional new class of Class B common stock. The rights of the holders of Class A common stock and Class B common stock are substantially identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote are non-voting, except Restricted common stock The Company has outstanding shares of restricted common stock. Shares of unvested restricted common stock may not be sold or transferred by the holder. Vesting may be accelerated upon a change in control, as defined in the restricted stock agreement. If the holders cease to have a business relationship with the Company, the Company may repurchase any unvested shares of common stock held by these individuals at their original purchase price (which was a nominal amount). |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation 2017 Stock Option and Grant Plan The Company’s 2017 Stock Option and Grant Plan (the “2017 Plan”) provided for the Company to grant incentive stock options or nonqualified stock options and other equity awards to employees, directors and consultants of the Company. The 2017 Plan was administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions were determined at the discretion of the board of directors, or its committee if so delegated. Upon effectiveness of the Company’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) in August 2021, the remaining shares available under the 2017 Plan ceased to be available for issuance and no future issuances will be made under the 2017 Plan. 2021 Equity Incentive Plan On July 23, 2021, the Company’s board of directors adopted and its stockholders approved the 2021 Plan, which became effective on J options, non-qualified stock the 2021 Plan and the 2017 Plan will be added back to the shares of Class A common stock available under the 2021 Plan. As of September 2021 Employee Stock Purchase Plan On July 23, 2021, the Company’s board of directors adopted and its stockholders approved the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective on July 28, 2021. A total of Option Grants During the nine months ended September 30, 2021, the Company granted options to its employees and directors with service-based vesting for the purchase of an aggregate of 3,360,647 shares of common stock with a total Stock-based compensation The Company recorded stock-based compensation expense related to common stock options and restricted common stock in the following expense categories of its statements of operations and comprehensive loss (in thousands): Three Months Ended September 30, Nine Months Ended 2021 2020 2021 2020 Research and development expenses $ 476 $ 12 $ 786 $ 641 General and administrative expenses 897 23 1,377 46 $ 1,373 $ 35 $ 2,163 $ 687 As of September 30, 2021, total unrecognized compensation cost related to common stock options and unvested restricted stock was $16.4 million, which is expected to be recognized over a weighted average period of 3.2 years. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Revenue share The Company has revenue sharing agreements with Deerfield and the Company’s scientific founder to pay each of Deerfield and the scientific founder a low single digit percentage rate of net sales of certain commercial products. The payment obligation expires on the later of twelve years from the first commercial sale in a country or the expiration of the last-to-expire Indemnification agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, contract research organizations, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims. |
Defined Contribution Plan
Defined Contribution Plan | 9 Months Ended |
Sep. 30, 2021 | |
Defined Contribution Plan [Abstract] | |
Defined Contribution Plan | 11. Defined Contribution Plan The Company has a 401(k) defined contribution plan (the “401(k) Plan”) for its employees. Eligible employees may make pretax contributions to the 401(k) Plan up to statutory limits. There was no discretionary match made under the 401(k) Plan as of September 30, 2021 and December 31, 2020. In September 2021, the Company adopted a match program for employee contributions to the 401(k) Plan up to a maximum of six |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | 12. Related Parties The Company had issued certain promissory notes to Deerfield, an investor in the Company. In February 2021, the promissory notes and accrued interest were converted to Series A (see Note 6). The Company is obligated to pay low single digit percentage rates of net sales of certain commercial products to Deerfield and its scientific founder. As of September 30, 2021 and December 31, 2020, no products have been commercialized and no amounts have been paid or become due (see Note 10). In February 2017, the Company entered into a three-year consulting agreement with the scientific founder of the Company who is also a board member and a stockholder. The consulting agreement between the scientific founder and the Company continues at will. During the three months ended September 30, 2021 and 2020, the Company paid the scientific founder $0.2 million and $0.1 million, respectively. During the nine months ended September 30, 2021 and 2020, the Company paid $0.3 million and $0.1 million, respectively. As of September 30, 2021 and December 31, 2020, the Company had less than $0.1 million and no accounts payable, respectively, to the scientific founder. In June 2020, the Company loaned $0.3 million to the scientific founder of the Company who is also a board member and a stockholder of the Company related to the issuance of common stock (see Note 9) pu r d ore was was The promissory note was fully repaid and cancelled in July 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the valuation of common stock, the valuation of stock-based awards, preferred stock tranche rights and the accrual of research and development expenses. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Actual results may differ from those estimates or assumptions. |
Unaudited interim financial information | Unaudited interim financial information The balance sheet at December 31, 2020 was derived from audited financial statements but does not include all disclosures required by GAAP. The accompanying unaudited financial statements as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2020 included in the Company’s Registration Statement on Form S-1, No. 333-257730 |
Concentrations of credit risk and of significant suppliers | Concentrations of credit risk and of significant suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities. As of September 30, 2021 and December 31, 2020, the Company maintained cash, cash equivalents and marketable securities balances in excess of federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on third-party vendors for the manufacturing of its product candidates. In particular, the Company relies, and expects to continue to rely, on a small number of vendors to manufacture materials and components required for the production of its product candidates. These programs could be adversely affected by a significant interruption in the manufacturing process. |
Fair value measurements | Fair value measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for 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 on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described above (see Note 4). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities . |
Marketable securities | Marketable securities The Company’s marketable securities (non-equity available-for-sale . The Company evaluates its marketable securities with unrealized losses for other-than-temporary impairment. When assessing marketable securities for other-than-temporary declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment to fair value through a charge recorded in the statements of operations. No such adjustments were necessary during the periods presented. The Company classifies its marketable securities with maturities beyond one year as short-term, based on their highly liquid nature and because such marketable securities are available for current operations. |
Research and development costs | Research and development costs Research and development expenses consist of costs incurred in performing research and development activities, including salaries and bonuses, stock-based compensation, employee benefits, consulting costs, and external costs of vendors engaged to conduct research, preclinical and clinical development activities. Costs for research and development activities are expensed in the period in which they are incurred. Payments for such activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid expense or accrued research and development expense. Determining the prepaid and accrued balances at the end of any reporting period incorporates certain judgments and estimates by management that are based on information available to the Company including information provided by vendors regarding the progress to completion of specific tasks or costs incurred. |
Stock-based compensation | Stock-based compensation The Company measures stock options with service-based vesting granted to employees, non-employees The Company classifies stock-based compensation expense in its statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. |
Net income (loss) per share | Net income (loss) per share Prior to the closing of the IPO, the Company followed the two-class method The two-class method The two-class method Subsequent to the closing of its IPO, basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and unvested restricted stock units. For periods in which the Company reported a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their affect is anti-dilutive. The Company has two classes of common stock outstanding: Class A common stock and Class B common stock. As more fully described in Note 8, the rights of the holders of Class A and Class B common stock are substantially identical, except with respect to voting and conversion. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time, subject to the ownership limitations provided for in the Company’s amended and restated certificate of incorporation. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one-to-one The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2021 and 2020 because including them would have had an anti-dilutive effect: As of September 30, 2021 2020 Convertible preferred stock (as converted to common stock) — 16,711,823 Unvested restricted common stock 21,129 48,039 Options to purchase common stock 4,748,605 1,104,832 4,769,734 17,864,694 |
Recently issued accounting pronouncements | Recently issued accounting pronouncements The Company qualifies as an “emerging growth company” as defined in the JOBS Act and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. In February 2016, the FASB issued ASU No. 2016-02, 2016-02”), right-of-use 2016-02, 2018-10, 2018-11, No. 2020-05, one-year right-of-use In June 2016, the FASB issued ASU No. 2016-13, No. 2019-10, |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2021 and 2020 because including them would have had an anti-dilutive effect: As of September 30, 2021 2020 Convertible preferred stock (as converted to common stock) — 16,711,823 Unvested restricted common stock 21,129 48,039 Options to purchase common stock 4,748,605 1,104,832 4,769,734 17,864,694 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Marketable Securities [Abstract] | |
Summary of Marketable securities by Security | Marketable securities by security type consisted of the following (in thousands): September 30, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Commercial paper (due within one year) $ 46,269 $ — $ (17 ) $ 46,252 Corporate bonds (due within one year) 8,257 — (4 ) 8,253 Corporate bonds (due after one year through two years) 2,040 — (2 ) 2,038 $ 56,566 $ — $ (23 ) $ 56,543 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis | The following tables present the Company’s fair value hierarchy for its assets and liabilities, which are measured at fair value on a recurring basis (in thousands): Fair Value Measurements at September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 239,383 $ — $ — $ 239,383 Commercial paper — 5,499 — 5,499 Marketable securities: Corporate bonds — 10,291 — 10,291 Commercial paper — 46,252 — 46,252 $ 239,383 $ 62,042 $ — $ 301,425 Fair Value Measurements at December 31, Level 1 Level 2 Level 3 Total Liabilities: Preferred stock tranche rights $ — $ — $ 1,957 $ 1,957 |
Schedule of Roll Forward of the Aggregate Fair Value of the Preferred Stock Tranche Rights | The following table provides a roll-forward of the aggregate fair values of the Company’s preferred stock tranche rights, for which fair value was determined by Level 3 inputs (in thousands): Preferred Stock Fair value at December 31, 2020 $ 1,957 Change in fair value 635 Settlement of preferred stock tranche rights (2,592 ) Fair value at September 30, 2021 $ — |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): September 30, 2021 December 31, 2020 Accrued employee compensation and benefits $ 1,679 $ 636 Accrued external research and development expenses 880 405 Accrued professional fees 1,751 103 Other — 27 $ 4,310 $ 1,171 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Redeemable Convertible Preferred Stock | Preferred Stock consisted of the following as of December 31, 2020: Preferred Preferred Stock Carrying Value Liquidation Common Stock (in thousands) (in thousands) Series A Preferred Stock 112,431,508 89,945,206 $ 35,354 $ 40,000 16,711,823 112,431,508 89,945,206 $ 35,354 $ 40,000 16,711,823 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock-Based Compensation Expenses | The Company recorded stock-based compensation expense related to common stock options and restricted common stock in the following expense categories of its statements of operations and comprehensive loss (in thousands): Three Months Ended September 30, Nine Months Ended 2021 2020 2021 2020 Research and development expenses $ 476 $ 12 $ 786 $ 641 General and administrative expenses 897 23 1,377 46 $ 1,373 $ 35 $ 2,163 $ 687 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 02, 2021 | Jul. 23, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Reverse stock split | one-for-5.38213 | ||||||||||
Net proceeds from initial public offering | $ 174,300 | ||||||||||
Net loss | $ (12,426) | $ (9,838) | $ (6,785) | $ (4,778) | $ (8,557) | $ 5,359 | $ (29,049) | $ (7,976) | $ (14,600) | ||
Accumulated deficit | $ (60,934) | $ (60,934) | $ (31,885) | ||||||||
Common Class A [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Common stock, voting rights | one vote | ||||||||||
Common Class A [Member] | IPO [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Stock issued during period shares new shares | 10,612,500 | ||||||||||
Shares issued price per share | $ 17 | ||||||||||
Common Class A [Member] | IPO [Member] | Over-Allotment Option [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Stock issued during period shares new shares | 1,462,500 | ||||||||||
Common Class B [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Common stock, terms of conversion | Each share of Class B common stock may be converted at any time into one share of Class A common stock at the option of its holder, subject to the ownership limitations provided for in the Company’s amended and restated certificate of incorporation. | ||||||||||
Common Class B [Member] | IPO [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Stock issued during period shares new shares | 600,000 | ||||||||||
Shares issued price per share | $ 17 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 4,769,734 | 17,864,694 | 4,769,734 | 17,864,694 |
Convertible preferred stock (as converted to common stock) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 16,711,823 | 0 | 16,711,823 |
Unvested restricted common stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 21,129 | 48,039 | 21,129 | 48,039 |
Options to purchase common stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 4,748,605 | 1,104,832 | 4,748,605 | 1,104,832 |
Marketable Securities - Summary
Marketable Securities - Summary of Marketable securities by Security (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Marketable Securities [Line Items] | |
Amortized Cost | $ 56,566 |
Gross Unrealized Losses | (23) |
Fair Value | 56,543 |
Corporate bonds | Due from one to two years | |
Marketable Securities [Line Items] | |
Amortized Cost | 2,040 |
Gross Unrealized Losses | (2) |
Fair Value | 2,038 |
Corporate bonds | Due within one year | |
Marketable Securities [Line Items] | |
Amortized Cost | 8,257 |
Gross Unrealized Losses | (4) |
Fair Value | 8,253 |
Commercial paper | |
Marketable Securities [Line Items] | |
Amortized Cost | 46,269 |
Gross Unrealized Losses | (17) |
Fair Value | $ 46,252 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Marketable Securities [Abstract] | ||
Marketable securities | $ 56,543 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Total assets | $ 301,425 | |
Money Market Funds [Member] | ||
Assets: | ||
Cash equivalents | 239,383 | |
Commercial Paper [Member] | ||
Assets: | ||
Cash equivalents | 5,499 | |
Marketable securities | 46,252 | |
Corporate Bond Securities [Member] | ||
Assets: | ||
Marketable securities | 10,291 | |
Fair value, inputs, level 1 [Member] | ||
Assets: | ||
Total assets | 239,383 | |
Fair value, inputs, level 1 [Member] | Money Market Funds [Member] | ||
Assets: | ||
Cash equivalents | 239,383 | |
Fair value, inputs, level 2 [Member] | ||
Assets: | ||
Total assets | 62,042 | |
Fair value, inputs, level 2 [Member] | Commercial Paper [Member] | ||
Assets: | ||
Cash equivalents | 5,499 | |
Marketable securities | 46,252 | |
Fair value, inputs, level 2 [Member] | Corporate Bond Securities [Member] | ||
Assets: | ||
Marketable securities | $ 10,291 | |
Preferred stock tranche rights [Member] | ||
Liabilities: | ||
Preferred stock tranche rights | $ 1,957 | |
Preferred stock tranche rights [Member] | Fair value, inputs, level 3 [Member] | ||
Liabilities: | ||
Preferred stock tranche rights | $ 1,957 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Roll Forward of the Aggregate Fair Value of the Preferred Stock Tranche Rights (Detail) - Preferred stock tranche rights [Member] - Fair value, inputs, level 3 [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at December 31, 2020 | $ 1,957 |
Change in fair value | 635 |
Settlement of preferred stock tranche rights | (2,592) |
Fair value at September 30, 2021 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($)yr | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)yr | Sep. 30, 2020USD ($) | Dec. 31, 2020$ / shares | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair value transfers in or out of Level 3 | $ | $ 0 | $ 0 | $ 0 | $ 0 | |
Series A convertible preferred stock [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Redeemable convertible preferred stock fair value per share | $ / shares | $ 0.53 | ||||
Maximum [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Probability of achieving milestones | 100.00% | 100.00% | |||
Minimum [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Probability of achieving milestones | 90.00% | 90.00% | |||
Measurement input, expected dividend rate [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Convertible preferred stock, measurement input | 0 | 0 | |||
Measurement input, expected term [Member] | Maximum [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Convertible preferred stock, measurement input | 1.6 | 1.6 | |||
Measurement input, expected term [Member] | Minimum [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Convertible preferred stock, measurement input | 0.2 | 0.2 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued Liabilities, Current [Abstract] | ||
Accrued employee compensation and benefits | $ 1,679 | $ 636 |
Accrued external research and development expenses | 880 | 405 |
Accrued professional fees | 1,751 | 103 |
Other | 0 | 27 |
Total Accrued expenses | $ 4,310 | $ 1,171 |
Notes Payable to Related Party
Notes Payable to Related Party - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Feb. 28, 2021 | Feb. 28, 2017 | Mar. 31, 2021 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Loss on extinguishment of debt | $ (580) | $ (580) | ||
Convertible preferred stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Conversion of note payable and accrued interest to Series A convertible preferred stock , Shares | 5,025,604 | |||
Deerfield Healthcare Innovations Fund L.P. And Deerfield Private Design Fund IV, L.P [Member] | Promissory Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument face amount | $ 2,000 | |||
Debt instrument interest rate percentage | 2.81% | |||
Loss on extinguishment of debt | $ (600) | |||
Deerfield Healthcare Innovations Fund L.P. And Deerfield Private Design Fund IV, L.P [Member] | Promissory Note [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument term | 5 years | |||
Deerfield Healthcare Innovations Fund L.P. And Deerfield Private Design Fund IV, L.P [Member] | Promissory Note [Member] | Convertible preferred stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Conversion of note payable and accrued interest to Series A convertible preferred stock , Shares | 5,025,604 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Summary of Redeemable Convertible Preferred Stock (Detail) $ in Thousands | Dec. 31, 2020USD ($)shares |
Temporary Equity [Line Items] | |
Preferred Stock Authorized | 112,431,508 |
Preferred Stock Issued | 89,945,206 |
Preferred Stock Outstanding | 89,945,206 |
Carrying Value | $ | $ 35,354 |
Liquidation Preference | $ | $ 40,000 |
Common Stock Issuable Upon Conversion | 16,711,823 |
Series A Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Preferred Stock Authorized | 112,431,508 |
Preferred Stock Issued | 89,945,206 |
Preferred Stock Outstanding | 89,945,206 |
Carrying Value | $ | $ 35,354 |
Liquidation Preference | $ | $ 40,000 |
Common Stock Issuable Upon Conversion | 16,711,823 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |
Apr. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Class of Stock [Line Items] | |||
Gross Proceeds from issuance of convertible preferred stock | $ 144,652 | $ 22,500 | |
Series B convertible preferred stock [Member] | |||
Class of Stock [Line Items] | |||
Issuance of convertible preferred stock , Shares | 65,223,679 | ||
Issuance price per share | $ 2.0698 | ||
Gross Proceeds from issuance of convertible preferred stock | $ 135,000 | ||
Number of tranche rights granted temporary equity | 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 1,373 | $ 35 | $ 2,163 | $ 687 |
Research and Development Expenses [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 476 | 12 | 786 | 641 |
General and Administrative Expenses [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 897 | $ 23 | $ 1,377 | $ 46 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | Jul. 28, 2021 | Sep. 30, 2021 |
Unrecognized compensation cost related to common stock options and unvested restricted stock | $ 16.4 | |
Share based payment weighted average period | 3 years 2 months 12 days | |
2021 Equity Incentive Plan [Member] | ||
Shares available for future issurance | 5,441,507 | |
2021 Equity Incentive Plan [Member] | Common Class A [Member] | ||
Common stock reserved for issuance | 5,866,004 | |
2021 Employee Stock Purchase Plan [Member] | ||
Service-based vesting options granted | 3,360,647 | |
Share based payment award options granted, weighted average grant date fair value | $ 18 | |
2021 Employee Stock Purchase Plan [Member] | Common Class A [Member] | ||
Common stock reserved for issuance | 473,064 | |
Maximum [Member] | 2021 Equity Incentive Plan [Member] | Class A and Class B Common Stock [Member] | ||
Share based compensation arrangement by share based payment award cumulative annual increase percentage | 5.00% | |
Maximum [Member] | 2021 Employee Stock Purchase Plan [Member] | Common Class A [Member] | ||
Share based compensation arrangement by share based payment award annual increase amount | 473,064 | |
Maximum [Member] | 2021 Employee Stock Purchase Plan [Member] | Class A and Class B Common Stock [Member] | ||
Share based compensation arrangement by share based payment award annual increase percentage | 1.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued liability | $ 0 | $ 0 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | |
Defined contribution plan, employer discretionary contribution amount | $ 0 | $ 0 | |
Forecast [Member] | |||
Defined contribution plan employer matching contribution percent of match | 6.00% |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2020 | |
Consulting Agreement [Member] | ||||||
Related party amounts paid | $ 0.2 | $ 0.1 | $ 0.3 | $ 0.1 | ||
Accounts payable, related parties | $ 0 | |||||
Consulting Agreement [Member] | Maximum [Member] | ||||||
Accounts payable, related parties | $ 0.1 | $ 0.1 | ||||
Scientific Founder [Member] | ||||||
Notes receivable related parties | $ 0.3 | |||||
Loan bears interest rate | 2.86% | |||||
Promissory note maturity date description | The promissory note provided that the maturity date of the promissory note would occur on the earliest to occur of (i) June 11, 2024, (ii) 60 calendar days following the date of termination of services of the stockholder, and (iii) immediately prior to an initial filing of a registration statement by the Company. |