0000950170-22-003646 | 10-K | XBRL Viewer | Sensei Biotherapeutics INC

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 7,159	$ 16,596
Marketable securities	140,462
Deferred offering costs		2,105
Prepaid expenses	547	1,375
Other current assets	374
Total current assets	148,542	20,076
Property and equipment, net	4,644	1,266
Other non-current assets	39	86
Total assets	153,225	21,428
Current liabilities:
Accounts payable and accrued liabilities	2,456	3,882
Compensation and employee benefits	1,753	916
Capital lease liabilities	680	32
Total current liabilities	4,889	4,830
Debt		567
Capital lease liabilities	1,674	86
Other non-current liabilities	149	52
Total liabilities	6,712	5,535
Commitments and contingencies (Note 7)
Stockholders' equity deficit:
Common stock, $0.0001 par value and 250,000,000 shares authorized as of December 31, 2021; 30,609,029 and 1,875,422 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively	3
Additional paid-in capital	296,049	55,969
Accumulated deficit	(149,206)	(112,412)
Accumulated other comprehensive loss	(333)
Total stockholders' equity (deficit)	146,513	(56,443)
Total liabilities, convertible preferred stock and stockholders' equity (deficit)	$ 153,225	21,428
Convertible Preferred Stock Series AA
Temporary Equity
Convertible preferred stock		61,411
Convertible Preferred Stock Series BB
Temporary Equity
Convertible preferred stock		$ 10,925

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	30,609,029	1,875,422
Common stock, shares outstanding	30,609,029	1,875,422

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating expenses:
Research and development	$ 21,662	$ 11,185
General and administrative	15,820	7,528
Alvaxa IPR&D		738
Total operating expenses	37,482	19,451
Loss from operations	(37,482)	(19,451)
Other income (expense):
Interest income	800
Interest expense, including $0 and $645 with related parties in 2021 and 2020, respectively	(670)	(1,689)
Fair value adjustments on embedded debt derivatives, including $0 and $575 with related parties in 2021 and 2020, respectively		995
Loss on fixed asset disposition	(9)
Gain on debt extinguishment	567	45
Net loss	(36,794)	(20,100)
Cumulative dividends on convertible preferred stock		(104)
Net loss attributable to common stockholders	$ (36,794)	$ (20,204)
Net loss per common share, basic and diluted	$ (1.33)	$ (12.53)
Weighted-average number of shares used in computing net loss per common share, basic and diluted	27,710,686	1,612,140
Comprehensive loss:
Net loss	$ (36,794)	$ (20,204)
Other comprehensive items:
Unrealized loss on marketable securities	(333)
Total other comprehensive loss	(333)
Total comprehensive loss	$ (37,127)	$ (20,204)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Interest expense, related party	$ 0	$ 645
Fair value adjustments on embedded debt derivative with related parties	$ 0	$ 575

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK, COMMON STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Convertible Preferred Stock (Series A-F)	Convertible Preferred Stock Series AA	Convertible Preferred Stock Series BB	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)
Beginning balance at Dec. 31, 2019	$ (68,662)					$ 23,650	$ (92,312)
Temporary equity, Beginning balance, shares at Dec. 31, 2019		15,257,663
Temporary equity, Beginning balance at Dec. 31, 2019		$ 47,545
Beginning balance, shares at Dec. 31, 2019					369,491
Stock-based compensation expense	1,492					1,492
Conversion of preferred stock into common stock	47,545					47,545
Temporary equity, Conversion of preferred stock into common stock, shares		(15,257,663)
Temporary equity, Conversion of preferred stock into common stock		$ (47,545)
Conversion of preferred stock into common stock, shares					627,871
Conversion of common stock into series AA preferred stock	(17,274)					(17,274)
Temporary equity, Conversion of common stock into series AA preferred stock, shares			210,310,025
Temporary equity, Conversion of common stock into series AA preferred stock			$ 17,274
Conversion of common stock into series AA preferred stock, shares					(148,732)
Preferred stock issued in exchange for note redemption			$ 18,050
Preferred stock issued in exchange for note redemption, shares			219,764,872
Issuance of preferred stock			$ 26,087	$ 10,925
Issuance of preferred stock, shares			317,608,275	52,680,306
Issuance of common stock, net of issuance costs, shares					705,750
Exercise of options into common stock	$ 15					15
Exercise of options into common stock, Shares	16,666				16,666
Issuance of common stock related to Alvaxa IPR&D acquisition	$ 541					541
Issuance of common stock related to Alvaxa IPR&D acquisition, Shares					304,376
Net loss	(20,100)						(20,100)
Ending balance at Dec. 31, 2020	(56,443)					55,969	(112,412)
Temporary equity, Ending balance, shares at Dec. 31, 2020			747,683,172	52,680,306
Temporary equity, Ending balance at Dec. 31, 2020			$ 61,411	$ 10,925
Ending balance, shares at Dec. 31, 2020					1,875,422
Stock-based compensation expense	5,657					5,657
Conversion of preferred stock into common stock	95,828				$ 2	95,826
Temporary equity, Conversion of preferred stock into common stock, shares			(747,683,172)	(165,956,208)
Temporary equity, Conversion of preferred stock into common stock			$ (61,411)	$ (34,416)
Conversion of preferred stock into common stock, shares					19,034,069
Issuance of preferred stock				$ 23,491
Issuance of preferred stock, shares				113,275,902
Issuance of common stock, net of issuance costs	138,489				$ 1	138,488
Issuance of common stock, net of issuance costs, shares					8,030,295
Exercise of options into common stock	$ 28					28
Exercise of options into common stock, Shares	8,834				8,834
Issuance of common stock under the employee stock purchase plan	$ 80					80
Issuance of common stock under the employee stock purchase plan, Shares					11,700
Exercise of common stock warrants	1					1
Exercise of common stock warrants, Shares					1,648,709
Unrealized loss on marketable securities	(333)							$ (333)
Net loss	(36,794)						(36,794)
Ending balance at Dec. 31, 2021	$ 146,513				$ 3	$ 296,049	$ (149,206)	$ (333)
Ending balance, shares at Dec. 31, 2021					30,609,029

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating activities
Net loss	$ (36,794)	$ (20,100)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	5,657	1,492
Depreciation and amortization	685	209
Accretion on debt		1,578
Accretion on marketable securities	615
Fair value adjustments on embedded debt derivatives		(995)
Interest on capital lease	57	12
Gain on fixed asset disposal	(29)
Issuance of common stock for Alvaxa acquisition		541
Gain on debt extinguishment	(567)	(45)
Changes in operating assets and liabilities:
Prepaid expenses	828	(1,124)
Other assets	(327)	361
Accounts payable and accrued liabilities	(1,426)	335
Accrued interest		53
Compensation and employee benefits	837	(271)
Other liabilities	205	249
Net cash used in operating activities	(30,259)	(17,705)
Investing activities
Purchases of property and equipment	(2,026)	(1,206)
Proceeds from property and equipment disposals	318
Purchases of short-term investments	(183,669)
Sales of short-term investments	11,259
Maturities of short-term investments	31,000
Alvaxa IPR&D acquisition		(197)
Net cash used in investing activities	(143,118)	(1,403)
Financing activities
Proceeds from the PPP loan		567
Proceeds from the exercise of common stock warrants and options	29	20
Deferred offering costs		(2,105)
Purchases Related to Employee Stock Purchase Plan	80
Capital lease payments	(255)	(41)
'Proceeds on the from issuance of common stock upon initial public offering, net of issuance costs	140,594
Net cash provided by financing activities	163,940	35,453
Net (decrease) increase in cash and cash equivalents	(9,437)	16,345
Cash and cash equivalents at beginning of period	16,596	251
Cash and cash equivalents at end of period	7,159	16,596
Supplemental disclosure of noncash financing information:
Property and equipment additions included in accounts payable and accrued liabilities		204
Deferred offering costs included in accounts payable and accrued liabilities		1,207
Interest on financing	57	12
Convertible preferred stock issued in exchange for note redemption		18,050
Conversion of Series A, B, C, D, E, F Convertible Preferred Stock into Common Stock
Supplemental disclosure of noncash financing information:
Conversion of stock		47,545
Conversion Of Series AA and BB Convertible Preferred Stock Into Common Stock Member
Supplemental disclosure of noncash financing information:
Conversion of stock	95,826
Conversion of Common Stock into Series AA Convertible Preferred Stock
Supplemental disclosure of noncash financing information:
Conversion of stock		17,274
Series AA Convertible Preferred Stock
Financing activities
Proceeds on the issuance of convertible preferred stock		26,087
Series BB Convertible Preferred Stock
Financing activities
Proceeds on the issuance of convertible preferred stock	$ 23,492	$ 10,925

Organization and Operations

12 Months Ended

Dec. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

ORGANIZATION AND OPERATIONS

1. ORGANIZATION AND OPERATIONS

Business

Sensei Biotherapeutics, Inc. (the “Company” or “Sensei”) is a biopharmaceutical company that was incorporated in 1999 as a Maryland corporation until incorporated in Delaware on December 1, 2017. The Company is engaged in the discovery, development and delivery of next generation immunotherapies with an initial focus on treatments for cancer.

On May 18, 2020, the Company acquired Alvaxa Biosciences, Inc. (“Alvaxa”) in a cash and stock purchase (“Stock Purchase Agreement”). Under the terms of the Stock Purchase Agreement, the Company acquired Alvaxa’s existing camelid nanobodies and other biomaterials (“Biomaterials”), expertise in nanobody discovery, as well as a license agreement with a research organization. The former majority shareholder of Alvaxa is the Company’s current Chief Research and Development Officer. Under the Stock Purchase Agreement, the Company paid $197 thousand to settle liabilities assumed from Alvaxa and issued 304,376 shares of the Company’s common stock to the shareholders of Alvaxa. The Company has evaluated the acquisition under ASC 805, Business Combinations and determined this transaction to be an asset acquisition.

The 304,376 shares of common stock was valued at $541 thousand in total, based on a valuation determined with the assistance of a third party. The Company determined that substantially all the value acquired in the transaction related to the Biomaterials and represents in-process research and development (“IPR&D”). The liabilities of $197 thousand assumed were related to previously incurred employee costs as well as contractually required vendor payments. The consideration transferred in this transaction was recorded as an expense in the Alvaxa IPR&D line item within the Statement of Operations during the year ended December 31, 2020.

Liquidity and capital resources

Since its inception, the Company has devoted substantially all of its resources to advancing development of its portfolio of programs, establishing and protecting its intellectual property, conducting research and development activities, organizing and staffing the Company, business planning, raising capital and providing general and administrative support for these operations. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry including, but not limited to, technical risks associated with the successful research, development and manufacturing of product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Current and future programs will require significant research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure. Even if the Company’s drug development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.

Since its inception, the Company has incurred substantial losses and had a net loss of $36.8 million for the year ended December 31, 2021. As of December 31, 2021, the Company had an accumulated deficit of $149.2 million. The Company expects to generate operating losses and negative operating cash flows for the foreseeable future.

On February 3, 2021, the Company completed its initial public offering, or IPO, in which the Company issued and sold 8,030,295 shares of its common stock, including 1,030,243 shares pursuant to the full exercise of the underwriters’ option to purchase additional shares, at a public offering price of $19.00 per share, for aggregate gross proceeds of $152.6 million. The Company received $138.5 million in net proceeds after deducting underwriting discounts and offering expenses payable by the Company.

The Company expects that its cash, cash equivalents and marketable securities, as of December 31, 2021 of $147.6 million will be sufficient to fund its operations for at least the next twelve months from the date of issuance of these financial statements. The Company will need additional financing to support its continuing operations and pursue its growth strategy. Until such time as the Company can generate significant revenue from product sales, if ever, it expects to finance its operations through a combination of equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. The Company may be unable to raise additional funds or enter into such other agreements when needed on favorable terms or at all. The inability to raise capital as and when needed would have a negative impact on the Company’s financial condition and its ability to pursue its business strategy. The Company will need to generate significant revenue to achieve profitability, and it may never do so.

Reverse stock split

On January 29, 2021, the Company effected a reverse stock split of the Company’s common stock on a 48-for-1 basis (the “Reverse Stock Split”). In connection with the Reverse Stock Split, the conversion ratio for the Company’s Series AA and Series BB convertible preferred stock was proportionately adjusted such that the common stock issuable upon conversion of such preferred stock was decreased in proportion to the Reverse Stock Split. Accordingly, all common stock share and per share amounts, as well as all preferred stock conversion ratios, for all periods presented in these financial statements have been retroactively adjusted, to reflect this reverse stock split and adjustment of the Series AA and BB convertible preferred stock conversion ratios.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The Company has prepared the accompanying consolidated financial statements in conformity with generally accepted accounting principles in the United States (“US GAAP”). The consolidated financial statements include those accounts of the Company and its subsidiaries after elimination of all intercompany accounts and transactions.

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods presented. Estimates are used for, but are not limited to, depreciation of equipment, fair value of financial instruments, the Company’s ability to continue as a going concern and contingencies. Actual results may differ from those estimates.

Cash and Cash Equivalents

Cash equivalents are highly liquid investments with an original maturity of 90 days or less at the date of purchase and consist of time deposits and investments in money market funds with commercial banks and financial institutions. As of December 31, 2021, cash and cash equivalents included cash on deposit at commercial banks and a money market fund that invests in U.S. Government securities.

Marketable Securities

Investments consist of marketable securities with original maturities greater than 90 days. The Company has classified its investments with maturities beyond one year as short-term, based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. The Company considers its investment portfolio of marketable securities to be available-for-sale. Accordingly, these investments are recorded at fair value (level 2). Unrealized gains and losses are reported as the accumulated other comprehensive items in stockholders’ equity. Amortization and accretion of premiums and discounts are recorded in other income (expense). Realized gains or losses on debt securities are included in interest income or interest expense, respectively. If any adjustment to fair value reflects a decline in value of the investment, the Company considers all available evidence to evaluate the extent to which the decline is other than temporary and, if so, marks the investment to market on the Company’s statement of operations and comprehensive loss.

Deferred Offering Costs

The Company capitalizes as prepaid expenses certain legal, professional accounting and other third-party fees that are directly associated with preferred stock or common stock financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of additional paid-in capital generated as a result of the offering.

Concentrations of Credit Risk and Off-Balance Sheet Risk

The Company maintains its cash in bank deposit and checking accounts that at times exceed insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk.

Property and Equipment

Property and equipment are recorded at cost and depreciated or amortized over the estimated useful lives of the assets. Repairs or maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the following estimated useful lives:


Office equipment and furniture	3—7 years
Research equipment	1—7 years
Capital lease	Lesser of the asset life or lease term

Fair Value of Financial Instruments

US GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. The framework provides a fair value hierarchy that prioritizes the inputs for the valuation techniques. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) and minimizes the use of unobservable inputs. The most observable inputs are used, when available. The three levels of the fair value hierarchy are described as follows:

Level 1—Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived from, or corroborated by, observable market data by correlation or other means.

Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Classification of Convertible Preferred Stock

The Company classifies convertible preferred stock outside of stockholders’ deficit on its balance sheets as the requirements of triggering a deemed liquidation event are not within the Company’s control. In the event of a deemed liquidation event, the proceeds from the event are distributed in accordance with liquidation preferences (Note 8). The Company adjusts the carrying value of the convertible preferred stock to their redemption values when it becomes probable a redemption event will occur.

Research and Development

Research and development costs are expensed in the period incurred. Research and development costs include payroll and personnel expense; consulting costs; external contract research and development costs; raw materials and allocated overhead such as depreciation and amortization, rent and utilities. Advance payments for goods and services to be used in future research and development activities are recorded as prepaid expenses and are expensed over the service period as the services are provided or when the goods are consumed.

Clinical trial costs are a component of research and development expenses. The Company estimates expenses incurred for clinical trials that are in process based on services performed under contractual agreements with clinical research organizations and actual clinical investigators. Included in the estimates are (1) the fee per patient enrolled as specified in the clinical trial contract with each institution participating in the clinical trial and (2) progressive data on patient enrollments obtained from participating clinical trial sites and the actual services performed. Changes in clinical trial assumptions, such as the length of time estimated to enroll all patients, rate of screening failures, patient drop-out rates, number and nature of adverse event reports, and the total number of patients enrolled can impact the average and expected cost per patient and the overall cost of the clinical trial. The Company monitors the progress of the trials and their related activities and adjusts, when applicable, the accruals accordingly. Adjustments to accruals are charged to expense in the period in which the facts that give rise to the adjustment become known. In the event of early termination of a clinical trial or site, the Company would accrue an amount based on estimates of the remaining noncancellable obligations associated with winding down the clinical trial or cancelation of a participating site.

Stock-Based Compensation

The Company accounts for all stock-based compensation, including stock options and warrants, at fair value and recognizes stock-based compensation expense for those equity awards, net of actual forfeitures, over the requisite service period, which is generally the vesting period of the respective award.

The fair value of the Company’s stock options and warrants on the date of grant, prior to February 3, 2021 was determined by the Company with the assistance of a third-party valuation specialist in accordance with the guidance in the American Institute of Certified Public Accountants Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, as the Company’s common stock was not actively traded.

Income Taxes

Income taxes are accounted for using the asset and liability method of accounting for taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, including operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance is established when necessary to reduce net deferred tax assets to the amount expected to be realized through future operations. Income tax expense consists of taxes payable for the current period and the net change during the period in deferred tax assets and liabilities.

The Company evaluates its uncertain tax positions based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized. Potential interest and penalties associated with any uncertain tax positions are recorded as a component of income tax expense. Management has evaluated the Company’s tax position and concluded that the Company has taken no uncertain tax positions that would require adjustment or disclosure in the consolidated financial statements.

Net Loss Per Share

The Company follows the two-class method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated, and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common stock. For purpose of this calculation, outstanding stock options, stock warrants and convertible preferred stock are considered potential dilutive common stock and are excluded from the computation of net loss per share as their effect is anti-dilutive.

The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to be outstanding if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2021 and 2020.

Reclassifications

Certain reclassifications have been made to the presentation of amounts in our Consolidated Balance Sheet as of December 31, 2020 to conform to the current year presentation. Specifically, prepaid expenses were reclassified from other current assets, as well as operating lease liability from other non-current liabilities, and presented separately on our Consolidated Balance Sheets. Changes in prepaid expenses were reclassified from changes in other assets and presented separately on our Consolidated Statements of Cash Flows.

Segments

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the chief operating decision maker (“CODM”), in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its chief executive officer. The Company has determined it operates in one segment.

Leases

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"). The provisions of ASU 2016-02 set out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessee apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use ("ROU") asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for in a similar manner as under existing guidance for operating leases today. ASU 2016-02 supersedes the previous lease standard, ASC Topic 840 ("ASC 840"), Leases. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842 (Leases), and ASU 2018-11, Leases (Topic 842), Targeted Improvements ("ASU 2018-11"), which provide (i) narrow amendments to clarify how to apply certain aspects of the new lease standard, (ii) entities with an additional transition method to adopt the new standard, and (ii) lessors with a practical expedient for separating components of a contract. ASU 2018-11 specifically permits an entity to elect an additional transition method to the existing modified retrospective transition requirements. Under the new transition method, an entity could adopt the provisions of ASU No. 2016-02 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without adjustment to the financial statements for periods prior to adoption. Consequently, an entity's reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with the previous lease guidance in ASC 840. ASU No. 2018-11 also allows a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are present. The Company is adopting ASU 2016-02 using the modified retrospective method, upon its effective date of January 1, 2022. The Company is electing the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows the Company to carryforward the historical lease classification for all leases in effect at adoption. The Company will make an accounting policy election to keep leases with an initial term of 12 months or less off of the consolidated balance sheet and will recognize those lease payments in the consolidated statements of operations on a straight-line basis over the lease term. The most significant impact of the adoption of ASU 2016-02 to the Company relates to its accounting for leases currently classified as operating leases. The Company estimates that the approximate amount of additional liabilities and ROU assets that will be recognized in its consolidated balance sheet upon adoption will be between $5.5 million to $6.5 million.

Recently Issued Accounting Standards

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards unless otherwise state.

The Company will remain an “emerging growth company” until the earliest of (i) December 31, 2026, (ii) the last day of the fiscal year in which it has total annual gross revenues of $1.07 billion or more, (iii) the date on which it has issued more than $1.0 billion in nonconvertible debt during the previous three years or (iv) the date on which it is deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission (“SEC”), which generally is when it has more than $700 million in market value of its stock held by non-affiliates, has been a public company for at least 12 months and have filed one annual report on Form 10-K.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). ASU No. 2016-13 requires measurement and recognition of expected credit losses for financial assets. In April 2019, the FASB issued clarification to ASU No. 2016-13 within ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. This update is effective for entities other than public business entities, including emerging growth companies that elected to defer compliance with new or revised financial accounting standards until a company that is not an issuer is required to comply with such standards, for annual reporting periods beginning after December 15, 2022.The Company is currently evaluating the impact that ASU No. 2016-13 will have on the consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes. ASU No. 2019-12 eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. This update is effective for entities other than public business entities, including emerging growth companies that elected to defer compliance with new or revised financial accounting standards until a company that is not an issuer is required to comply with such standards, for annual reporting periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. The Company adopted ASU No. 2019-12 on January 1, 2020 and it did not have a material effect on the condensed consolidated financial statements and related disclosures.

Marketable Securities

12 Months Ended

Dec. 31, 2021

Investments, Debt and Equity Securities [Abstract]

MARKETABLE SECURITIES

3. MARKETABLE SECURITIES

Marketable securities consist of the following as of December 31, 2021 (in thousands):


	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Commercial paper	$	37,982	$	-	$	(16	)	$	37,966
Corporate bonds		95,813		-		(251	)		95,562
U.S. Government agencies		7,000		-		(66	)		6,934
Total	$	140,795	$	-	$	(333	)	$	140,462

As of December 31, 2021, all marketable securities held by the Company had remaining contractual maturities of one year or less, except for corporate bonds and U.S. government agencies securities with a fair value of $68.1 million that had maturities of one to three years.

As of December 31, 2021, the marketable securities in a loss position had a maturity of less than one year, except for corporate bonds and U.S. government agencies securities with a fair value of $68.1 million, that had maturities of one to three years.

As of December 31, 2021, $46 thousand and $287 thousand of unrealized losses are associated with marketable securities with contractual maturities of one year or less and more than one year, respectively.

There were no impairments of the Company’s assets measured and carried at fair value during the twelve months ended December 31, 2021.

Property and Equipment, Net

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

4. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following (in thousands):


	December 31, 2021			December 31, 2020
Research equipment	$	4,974		$	1,767
Office equipment and furniture		606			94
Leaseholder improvement		253			-
Total property and equipment		5,833			1,861
Less accumulated depreciation and amortization		(1,189	)		(595	)
Property and equipment, net	$	4,644		$	1,266

Depreciation and amortization expense for the years ended December 31, 2021 and 2020 was $685 thousand and $209 thousand, respectively.

Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

DEBT

5. Debt

Debt consists of the following (in thousands):


	December 31, 2021		December 31, 2020
PPP Loan	$	—	$	567
Total debt		—		567
Less current portion		—		—
Noncurrent debt	$	—	$	567

PPP loan

In May 2020, the Company received $567 thousand in loan funding from the Paycheck Protection Program (“PPP”) pursuant to the Coronavirus Aid, Relief, and Economic Security Act, as amended by the Flexibility Act, and administered by the Small Business Administration. The unsecured loan (the “PPP Loan”) was with Silicon Valley Bank.

Under the terms of the PPP Loan, interest accrued on the outstanding principal at a rate of 1.0% per annum. On August 6, 2021, the Small Business Administration approved the forgiveness for the full amount of the PPP Loan, which included principal of $567 thousand, plus interest. The Company recognized a gain on debt extinguishment in other income (expense) on the Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2021.

Convertible debt

The Company had historically issued various convertible debt instruments to third parties and related parties during 2019 and preceding periods. All of these convertible debt instruments were redeemed into shares of Series AA convertible preferred stock during 2020, primarily related to the Company’s recapitalization disclosed in Note 8 of these financial statements.

During the period from April 2019 through September 2019, the Company issued $2,345 thousand of convertible promissory notes (“2019 Notes”). Interest on the principal amount outstanding is fixed at 10% with a one-year maturity date, if not previously converted to shares of the Company’s equity securities.

The 2019 Notes include detachable warrants to purchase 7,313 of the Company’s common stock at exercise prices between $64.80 and $122.88 per share. The detachable warrants have an expiration date of ten years from the issuance date, or fiscal year 2029. The estimated fair value of the detachable warrants was determined using the Black-Scholes option-pricing model (Level 3 hierarchy) and totaled $51 thousand upon issuance. The fair value of the detachable warrants was treated as a discount on the 2019 Notes and amortized as incremental interest expense using the effective interest method over the life of the 2019 Notes.

In September and October 2019, the Company issued an aggregate of $1,500 thousand in secured convertible promissory notes (“2019 Secured Notes”) with a repayment premium of 150% of the principal amount. Interest on the principal amount outstanding was fixed at 10% with a maturity date of December 31, 2020 to a related party. The repayment premium of $2,250 thousand was being amortized as incremental interest expense using the effective interest method over the life of the 2019 Secured Notes prior to the January 2020 redemption.

The automatic conversion features of the 2019 Secured Notes were determined by management to be embedded derivative instruments. The embedded derivative instruments are initially measured at fair value and classified as a liability on the balance sheet, within the same line item as the 2019 Secured Notes. Subsequent changes in fair value are in net loss on the consolidated statement of operations as fair value adjustments on embedded debt derivatives expense. To determine the fair value of the aggregated automatic conversion features, management utilized a “with-and-without” in a modified convertible bond model, incorporating the automatic conversion features. Key assumptions utilized in determining the initial fair value were: (a) 5% to 10% probability of settlement at the contractual maturity date; (b) 25% probability of settlement on a change of control or upon a qualified initial public offering in 9 to 10 months of issuance; and (c) 65% probability of settlement on a qualified financing in 6 months of issuance. Based upon the modified convertible bond model utilized by management, the fair value of the automatic

conversion features was determined to be $940 thousand upon issuance of the 2019 Secured Notes and was being amortized as incremental interest expense using the effective interest method over the life of the 2019 Secured Notes.

In November 2019, the Company issued a $1,000 thousand bridge convertible promissory note (“2019 Bridge Note”). Interest on the principal amount is fixed at 7% and commences 60 days after the issuance date with a maturity date of December 31, 2020.

In April 2019, the Company issued a $1,000 thousand convertible promissory note (“2019 Special Note”). Interest on the principal amount outstanding is fixed at 10% with a one-year maturity date, if not previously converted to shares of the Company’s equity securities.

The 2019 Special Note contains a feature requiring amendment of the original instrument if the Company issues additional instruments with preferable terms relative to those contained in the 2019 Special Note. In September 2019, the original agreement was amended requiring a 150% repayment premium in addition to the original 10% interest rate based upon the Company’s issuance of the 2019 Secured Notes. The repayment premium of $1,500 thousand was being amortized as incremental interest expense using the effective interest method over the life of the 2019 Special Note.

The automatic conversion features of the 2019 Special Note were determined by management to be embedded derivative instruments. The embedded derivative instruments are initially measured at fair value and classified as a liability on the balance sheet, within the same line item as the 2019 Special Note. Subsequent changes in fair value are in net loss as fair value adjustments on embedded debt derivatives expense. To determine the fair value of the aggregated automatic conversion features, management utilized a “with-and-without” in a modified convertible bond model, incorporating the automatic conversion features. Key assumptions utilized in determining the initial fair value were: (a) 10% probability of settlement at the contractual maturity date; (b) 25% probability of settlement on a change of control or upon a qualified initial public offering in 10 months of issuance; and (c) 65% probability of settlement on a qualified financing in 6 months of issuance. Based upon the modified convertible bond model utilized by management, the fair value of the automatic conversion features was determined to be $663 thousand upon issuance of the 2019 Special Note and was being amortized as incremental interest expense using the effective interest method over the life of the 2019 Special Note.

The 2019 Special Note includes a detachable warrant allowing the purchase of 3,886 of the Company’s common stock at an exercise price of $64.32 per share. The detachable warrant has an expiration date of ten years from the issuance date, or fiscal year 2029. The fair value of the detachable warrant was treated as a discount on the 2019 Special Note and amortized as incremental interest expense using the effective interest method over the life of the 2019 Special Note. The estimated fair value of the detachable warrant was determined using the Black-Scholes option-pricing model (Level 3 hierarchy) and totaled $74 thousand upon issuance.

On March 27, 2020, the Company consented to the exchange of the 2019 Special Note where the original holder of the 2019 Special Note sold it to a current equity owner of the Company. The detachable warrant issued in conjunction with the 2019 Special Note for 3,886 common stock was not included in the exchange and was subsequently canceled.

The 2019 Special Note matured in April 2020 and stopped accruing interest at that time. Management determined the fair value of the conversion features within the 2019 Special Note was zero upon maturity since the conversion features provided no incremental value to the holder beyond the contractually obligated amount. In November 2020, the 2019 Special Note, repayment premium and accrued interest was redeemed into 31,591,824 shares of Series AA convertible preferred stock. The delay from maturity in April 2020 to redemption in November 2020 was administrative in nature, as the holder is a principle owner related party.

The Company issued to a related party $2,250 thousand and $750 thousand 2018 convertible promissory notes (“2018 Bridge Notes”) in 2019 and 2018, respectively, to fund the Company’s operations. Interest on the principal amount outstanding is fixed at 10%.

The 2018 Bridge Notes include detachable warrants to purchase 11,718 and 3,906 shares issued in 2019 and 2018, respectively, of the Company’s common stock at an exercise price of $122.88 per share. The detachable warrants expire on December 19, 2028. The estimated fair value of the detachable warrants was determined using the Black-Scholes option-pricing

model (Level 3 hierarchy), treated as a discount on the 2018 Bridge Notes and amortized as incremental interest expense using the effective interest method over the life of the 2018 Bridge Notes.

The Company issued $4,050 thousand convertible promissory notes in 2017 (“2017 Notes”) in exchange for cash of the same amount. Interest on the principal amount outstanding is fixed at 8%.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
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-Paragraph 1B
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section 50
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

6. FAIR VALUE MEASUREMENTS

The Company did not have any financial liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020, but certain embedded debt derivates were settled during the year ended December 31, 2020.

The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values (in thousands):


	Fair Value Measurements as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents
Money market funds	$	5,404	$	-	$	-	$	5,404
Investments:
Commercial paper		-		37,966		-		37,966
Corporate bonds		-		95,562		-		95,562
U.S. Government agencies		-		6,934		-		6,934
Total	$	5,404	$	140,462	$	-	$	145,866

When developing fair value estimates, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs. When available, the Company uses quoted market prices to measure fair value. The valuation technique used to measure fair value for the Company's Level 1 and Level 2 assets is a market approach, using prices and other relevant information generated by market transactions involving identical or comparable assets. If market prices are not available, the fair value measurement is based on models that use primarily market-based parameters including yield curves, volatilities, credit ratings and currency rates. In certain cases where market rate assumptions are not available, the Company is required to make judgments about assumptions market participants would use to estimate the fair value of a financial instrument.

The Company’s embedded debt derivatives during 2020 are measured at fair value using a probability-weighted discounted cash flow valuation methodology. The determination of the fair value of embedded debt derivatives includes inputs not observable in the market and as such, represents a Level 3 measurement. The methodology utilized requires inputs based on certain subjective assumptions, including probabilities of debt settlement scenarios and a discount rate. This approach results in the classification of these embedded debt derivatives as Level 3 of the fair value hierarchy

The assumptions utilized to value the embedded debt derivatives during the year ended December 31, 2020 prior to the settlement of such instruments included the actual outcome of the underling debt host contract, whether it was settled on a qualified financing prior to the contractual maturity date or settlement at the contractual maturity date. For the year ended December 31, 2020, the Company recognized $1.0 million of income in the condensed consolidated statement of operations as other income—fair value adjustments on embedded debt derivatives. The fair value of the embedded debt derivate was zero as of December 31, 2020

The following table provides a reconciliation of embedded debt derivatives measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):


	Amount
Balance at December 31, 2019	$	3,920
Change in fair value		(995	)
Settlement		(2,925	)
Balance at December 31, 2020	$	—

There were no transfers among Level 1, Level 2 or Level 3 categories in the years ended December 31, 2021 and 2020.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

7. COMMITMENTS AND CONTINGENCIES

Operating Lease

As of December 31, 2021, the Company leases an office facilities and other equipment under operating leases, which expire at various dates through 2027. Lease expense for the years ended December 31, 2021 and 2020 was $1,488 thousand and $1,439 thousand, respectively.

The following table presents the future annual minimum payments required under noncancellable operating leases at December 31, (in thousands):


2022		1,585
2023		1,606
2024		1,641
2025		1,689
2026		1,413
2027		59
Total operating lease obligations	$	7,993

Capital Lease

The Company leases research equipment under a capital finance lease. The capital lease asset is classified within property and equipment, net within the Company’s condensed consolidated balance sheets.

In 2021, the Company entered into a lease agreement with a third party company related to various research equipment and furniture, which included the Company selling specific equipment for $293 thousand and leasing it back for a four year period. The associated lease facility includes up to $5 million for the purchase of equipment on an as needed basis. As of December 31, 2021, the Company has $3.1 million available for purchases under this arrangement. The Company has an option to purchase the equipment at fair market value, not to exceed 15% of the original equipment cost, or to renew the lease for an additional one- or two-year period at a mutually agreed upon rate.

In 2021, the Company entered into a lease for various research equipment. The terms of the four-year lease specify a monthly payment of $13 thousand, with the option to purchase the equipment for fair market value, to be determined by the lessor, at the end of the lease.

The following table presents the future annual minimum payments under the capitalized lease, together with the present value of net minimum lease payments at December 31, (in thousands):


2022	$	699
2023		674
2024		674
2025		553
2026		47
Total capital lease obligations		2,647
Less amount representing interest		(293	)
Present value of minimum capital lease obligations	$	2,354

License Agreements

In the normal course of business, the Company enters into licensing agreements with various parties to obtain the right to make, use, and sell licensed products currently in development.

Litigation

The Company records estimated losses from loss contingencies, such as a loss arising from a litigation, when it determines that it is probable a liability has been incurred and the amount of loss can be reasonably estimated. Litigation is subject to many factors that are difficult to predict so that there can be no assurance, in the event of a material unfavorable result in one or more claims, the Company will not incur material costs.

During 2017, the Company became actively involved in a matter pending in the Ontario (Canada) Superior Court of Justice which names, among multiple other defendants, the Company and two former officers of the Company. The claims pending in this matter allege breach of contract by the Company and seek declaratory and other relief, including monetary damages from the Company, and the individual defendants, including the Company’s former officers. The claims by such plaintiffs were originally made in a lawsuit filed in Ontario during October 2011, but was not pursued by such plaintiffs in any material manner until 2017. The Company believes that there is no merit to the claims alleged against the Company and its former officers, including no alleged breach of contract by the Company, and intends to vigorously defend against the claims pertaining to the Company and its former officers. At the present stage of the suit, management believes the outcome in this matter is not likely to have any material impact on the Company’s results, cash flows, or financial position.

Coronavirus pandemic

On January 30, 2020, the WHO announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 pandemic continues to evolve as of the date of these financial statements. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 pandemic and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 pandemic on its results of operations, financial condition, or liquidity. Although the Company cannot estimate the length or gravity of the impact of the COVID-19 pandemic at this time, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial position, and liquidity during 2022 and beyond.

Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

EQUITY

8. Equity

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the board of directors.

Initial Public Offering

In February 2021, the Company completed its initial public offering in which the Company issued and sold 8,030,295 shares of its common stock, including 1,030,243 shares pursuant to the partial exercise of the underwriters’ option to purchase additional shares, at a public offering price of $19.00 per share, for aggregate gross proceeds of $152.6 million. The Company received approximately $138.5 million in net proceeds after deducting underwriting discounts and offering expenses payable by the Company.

Upon closing of the initial public offering on February 8, 2021, all of the Company’s outstanding preferred stock converted into an aggregate of 19,034,069 shares of common stock.

On February 8, 2021, in connection with the initial public offering, the Company filed an Amended and Restated Certificate of Incorporation (the “Amended Certificate”) with the Secretary of State of the State of Delaware. The Amended Certificate, among other things: (i) authorized 250,000,000 shares of common stock; (ii) eliminated all references to the previously existing series of preferred stock; and (iii) authorized 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company’s board of directors in one or more series.

2020 Recapitalization

In January 2020, the Company entered into an agreement with a third party, who is the holder of the 2019 Bridge Note, and the majority of the Company’s convertible preferred stock series A through F holders (“Majority Legacy Preferred Stockholders”) that provided a new source of capital and restructured the Company’s existing capital structure (the “Recapitalization”). The third party invested $4 million in exchange for 48,700,311 shares of Series AA convertible preferred stock and a warrant to purchase 634,118 shares of the Company’s common stock at an exercise price of $0.01 per share. The warrant was subsequently exercised in January 2020. Additionally, the agreement with the Majority Legacy Preferred Stockholders caused all other holders of convertible preferred stock series A through F holders (“Minority Legacy Preferred Stockholders”) and the Majority Legacy Preferred Stockholders to receive 30,140,432 shares of the Company’s common stock (“Newly Issued Common Stock”) in exchange for their holdings of the Company’s convertible preferred stock series A through F, including cumulative and unpaid dividends, as part of the Recapitalization.

The Majority Legacy Preferred Stockholders agreed to invest additional capital into the Company in exchange for Series AA convertible preferred stock. Minority Legacy Preferred Stockholders were provided the opportunity to invest additional capital into the Company in exchange for Series AA convertible preferred stock. All Majority and Minority Legacy Preferred Stockholders who invested additional capital into the Company during January 2020 were allowed to convert their Newly Issued Common Stock into

Series AA convertible preferred stock at a conversion rate based upon their incremental and historical investment into the Company. The Majority and Minority Legacy Preferred Stockholders invested $6.6 million in exchange for 79,954,952 shares of Series AA convertible preferred stock. The Majority and Minority Legacy Preferred Stockholders also exchanged 148,732 shares of Newly Issued Common Stock for 210,310,025 shares of Series AA convertible preferred stock under the Recapitalization agreement.

The Company’s issuance of Series AA convertible preferred stock triggered the redemption of the 2019 Notes, 2019 Secured Notes, 2019 Bridge Note, 2018 Bridge Notes, and 2017 Notes, as well as accrued and unpaid interest and repayment premium on the 2019 Secured Notes, into shares of Series AA convertible preferred stock. These debt instruments were redeemed for 188,173,050 shares of the Series AA convertible preferred stock, which resulted in a gain on debt extinguishment of $45 thousand.

The Company amended and restated its certificate of incorporation as part of the Recapitalization authorizing a total number of common stock and preferred stock of 1,230,000,000 and 870,211,737 respectively, with a par value of $0.0001 for each share.

Secondary Series AA Convertible Preferred Stock Issuance

From July to September 2020, the Company issued and sold 103,453,773 shares of Series AA convertible preferred stock at $0.082135 per share in exchange for $8.5 million in gross proceeds. These instruments were converted into common stock as part of the initial public offering.

Series BB Convertible Preferred Stock Issuance

In January 2021, the Company issued and sold 113,275,902 shares of Series BB convertible preferred stock at $0.207383 per share in exchange for $23.5 million in gross proceeds. In December 2020, the Company issued and sold 52,680,306 shares of Series BB convertible preferred stock at $0.207383 per share in exchange for $10.9 million in gross proceeds. These instruments were converted into common stock as part of the initial public offering.

Series A, B, C, D, E and F Convertible Preferred Stock

All Series A, B, C, D, E, and F convertible preferred stock were converted into common stock as part of the January Recapitalization discussed above. There were no other transactions involving Series A, B, C, D, E, and F convertible preferred stock during the year ended December 31, 2020.

Dividends were cumulative and accrue annually on all outstanding Series A, B, C, D, E and F of preferred stock at 8% per annum.

Cumulative and unpaid dividends were converted into shares of common stock at the same rates as the underlying convertible preferred stock as part of the January Recapitalization disclosed above.

Common Stock Warrants

The following is a summary of the common stock warrant activity related to common stock warrants issued in conjunction with equity and debt fundraising events for the years ended December 31, 2021 and 2020:


	Number of Common Stock Warrants			Weighted- Average Exercise Price			Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2019		26,823		$	102.74			9.17	$	—
Granted		1,099,536		$	1.40
Exercised		(710,211	)	$	0.01
Expired		(3,886	)	$	64.32
Outstanding at December 31, 2020		412,262		$	9.60			6.71	$	1,380
Granted		1,648,707		$	0.01
Exercised		(1,648,707	)	$	(0.01	)
Expired		—		$	—
Outstanding at December 31, 2021		412,262		$	9.81			5.71	$	723

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

STOCK-BASED COMPENSATION

9. STOCK-BASED COMPENSATION

2021 Equity Incentive Plan

The 2021 Equity Incentive Plan (the “2021 Plan”) was approved by the board of directors on January 27, 2021, and the Company’s stockholders on January 28, 2021 and became effective on the execution of the underwriting agreement related to the initial public offering. The 2021 Plan, which superseded the Company’s previous equity incentive plan, provides for the grant of incentive stock options to employees, including employees of any parent or subsidiary corporations, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors, and consultants, including employees and consultants of the Company’s affiliates. The number of shares initially reserved for issuance under the 2021 Plan was 5,000,000, which began automatically increasing on January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, in an amount equal to 4.0% of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the board of directors. There were 1,964,702 shares reserved for issuance pursuant to the 2021 Plan as of December 31, 2021, which increased to 3,189,063 shares as of January 1, 2022.

2021 Employee Stock Purchase Plan

The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) was approved by the Company’s board of directors on January 27, 2021 and became effective on the closing the IPO. A total of 333,333 shares of common stock were initially reserved for this issuance under the 2021 ESPP, which will automatically increase on January 1 of each calendar year, beginning on January 1, 2022 through January 1, 2031, by an amount equal to 1.0% of the total shares of common stock outstanding on December 31st of the preceding calendar year. The purchase price of the shares under the 2021 ESPP are at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the purchase date. As of December 31, 2021, the Company had issued 11,700 shares under the 2021 ESPP. As of December 31, 2021, 321,633 shares were available to be issued under the 2021 ESPP and increased to 627,723 shares on January 1, 2022. The Company recognized share-based compensation expense of $14 thousand related to the ESPP through December 31, 2021.

Stock Options

The following is a summary of the stock option award activity during the years ended December 31, 2021 and 2020:


	Number of Stock Options			Weighted- Average Exercise Price			Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2019		77,604		$	114.11			8.12	$	—
Granted		1,899,507		$	2.02
Exercised		(16,666	)	$	(1.23	)
Forfeited		(13,322	)	$	(119.38	)
Expired		—		$	—
Outstanding at December 31, 2020		1,947,123		$	5.70			9.56	$	10,284
Granted		1,741,159		$	15.93
Exercised		(8,834	)	$	(1.23	)
Forfeited		(652,984	)	$	(9.18	)
Expired		—		$	—
Outstanding at December 31, 2021		3,026,464		$	10.84			8.51	$	6,403
Exercisable at December 31, 2021		872,570		$	9.82			7.44	$	3,352
Options expected to vest at December 31, 2021		2,153,894		$	11.25			9.04	$	3,051

The aggregate intrinsic value of stock options exercised in the year ended December 31, 2021 and 2020 was $0.1 million. The Company uses the Black-Scholes option-pricing model to estimate the fair value of the stock options on the grant dates at a weighted average grant date fair value of $12.12 and $3.09 for stock options granted during the years ended December 31, 2021 and 2020, respectively.

The total fair value of options vested during the years ended December 31, 2021 and 2020 was $2.8 million and $1.1 million, respectively.

At December 31, 2021, there was approximately $16.0 million of unrecognized stock-based compensation expense associated with the stock options, which is expected to be recognized over a weighted-average period of 2.94 years.

At December 31, 2020, there was approximately $5.9 million of unrecognized stock-based compensation expense associated with the stock options, which is expected to be recognized over a weighted-average period of 2.99 years.

Common Stock Warrants

The following is a summary of the common stock warrant activity during the years ended December 31, 2021 and 2020:


	Number of Common Stock Warrants			Weighted- Average Exercise Price			Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2019		57,420		$	7.95			4.83	$	—
Granted		—		$	—
Exercised		—		$	—
Expired		(208	)	$	(96.00	)
Outstanding and exercisable at December 31, 2020		57,212		$	7.62			3.64	$	98
Granted		—		$	—
Exercised		—		$	—
Expired		(208	)	$	(192.00	)
Outstanding and exercisable at December 31, 2021		57,004		$	6.94			2.91	$	2.26

As of December 31, 2021, there was no unrecognized stock-based compensation expense associated with the common stock warrants.

During 2021 and 2020, the Company utilized the Black-Scholes option-pricing model for estimating the fair value of the stock options and common stock warrants granted. The following table presents the assumptions and the Company’s methodology for developing each of the assumptions used:


	Years Ended December 31,
	2021	2020
Volatility	89%-98%	90%-100%
Expected life (years)	5.5–6.1	0.5–6.1
Risk-free interest rate	0.4%–1.4%	0.1%–0.7%
Dividend rate	—%	—%

•

Volatility—The Company estimates the expected volatility of its common stock at the date of grant based on the historical volatility of comparable public companies over the expected term.

•

Expected life—The expected life is estimated as the contractual term.

•

Risk-free interest rate—The risk-free rate for periods within the estimated life of the stock award is based on the U.S. Treasury yield curve in effect at the time of grant.

•

Dividend rate—The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future.

Stock-based compensation expense was recorded in the following line items in the consolidated statements of operations for the years ended December 31, 2021 and 2020 (in thousands):


	Years Ended December 31,
	2021		2020
Research and development	$	2,238	$	555
General and administrative		3,419		937
Total stock-based compensation expense	$	5,657	$	1,492

Employee Retirement Plan

12 Months Ended

Dec. 31, 2021

Compensation And Retirement Disclosure [Abstract]

EMPLOYEE RETIREMENT PLAN

10. EMPLOYEE RETIREMENT PLAN

The Company maintains a defined contribution 401(k) profit-sharing plan (the “Plan”) for all employees. Under the Plan, participants may make voluntary contributions up to the maximum amount allowable by law. The Plan is based on employees’ salary deferral, and the Company matches employees’ contributions up to 4% of the employees’ base salary. Employees are 100% vested in the Company’s match contributions. During the years ended December 31, 2021 and 2020, the Company’s matching contributions were $248 thousand and $116 thousand, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

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+ Details

Related-Party Transactions

12 Months Ended

Dec. 31, 2021

RELATED-PARTY TRANSACTIONS

11. RELATED-PARTY TRANSACTIONS

Service Agreement

During 2020, the Company entered into a service agreement with Hope Farms at Disco Bay LLC("Hope Farms") to provide animal vaccination testing and provide samples to the Company. The Company’s Chief Research and Development Officer is a co-founder and partial owner of Hope Farms. Further, the CEO of Hope Farms is the spouse of the Company’s Chief Research and Development Officer. Expenses booked by the Company relating to this service agreement for the years ended December 31, 2021 and 2020, were $212 thousand and $67 thousand, respectively. $47 thousand was outstanding to Hope Farms as of December 31, 2021 and subsequently paid in 2022.

Consulting Agreement

During 2020, the Company entered into an agreement with a principal owner of the Company to provide consulting services to the Company in exchange for $1,500 thousand. Under the terms of the agreement, the Company recorded expense of $1,125 thousand in 2020, with a $1,500 thousand payment made in January 2021. The contract was completed and the remaining balance of $375 thousand under the agreement was recorded as an expense in January 2021.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

12. INCOME TAXES

Income tax expense consists of the following (in thousands):


	Year Ended December 31,
	2021			2020
Current:
Federal	$	—		$	—
State		—			—
Current tax provision		—			—
Deferred:
Federal		(6,598	)		(2,097	)
State		(1,705	)		(430	)
Deferred tax benefit		(8,303	)		(2,527	)
Less change in valuation allowance		8,303			2,527
Total income tax provision	$	—		$	—

The components of the Company’s loss before income tax expense in comprised solely of domestic sources. The effective income tax rate for the years ended December 31, 2021 and 2020 is different from the federal statutory income tax rate primarily due

to the change in valuation allowance against deferred tax assets and permanent differences primarily related to equity based compensation. The reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows:


	Year Ended December 31,
	2021			2020
Federal statutory income tax rate		21.0	%		21.0	%
State income taxes		4.6			3.6
Non-deductible interest and embedded debt derivative income and expense		—			(1.7	)
Non-deductible transactions costs		(0.2	)		(1.2	)
Other		(0.8	)		(0.2	)
Equity-based compensation deferred tax asset adjustment		—			(8.7	)
Equity-based compensation		(2.0	)		(0.2	)
Change in valuation allowance		(22.6	)		(12.6	)
Effective income tax rate	— %			— %

The Company’s deferred tax assets consist primarily of its net operating loss, research and development tax credit carryforwards and capitalized research and development expenditures, along with other minor temporary differences. No amounts are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit. The Company has provided a valuation allowance against its total net deferred tax assets because the Company’s ability to generate sufficient future taxable income is uncertain.

Significant components of the Company’s deferred tax assets and liabilities consist of the following (in thousands):


	December 31,
	2021			2020
Net operating loss carryforwards	$	27,107		$	22,271
Equity-based compensation		1,103			706
Research and development tax credit carryforwards		1,364			1,364
Capitalized R&D expenditures		3,169			—
Other accruals		408			414
Total deferred tax assets	$	33,151			24,755
Valuation allowance		(33,151	)		(24,755	)
Net deferred tax assets	$	—		$	—

The Company has incurred annual net operating losses in each year since inception. The Company believes it could be subject to certain limitations on the utilization of these net operating losses pursuant to Internal Revenue Code Section 382. Therefore, the Company has not reflected the benefit of any such net operating loss carryforwards in the financial statements. Due to the Company’s history of losses, and lack of other positive evidence, the Company has determined that it is more likely than not that its net deferred tax assets will not be realized, and therefore, the net deferred tax assets are fully offset by a valuation allowance at December 31, 2021 and 2020.

Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2021 and 2020, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all of the deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance as of December 31, 2021 and 2020.

The utilization of NOLs and tax credit carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that have occurred previously or may occur in the future. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, (“IRC”), a corporation that undergoes an ownership change may be subject to limitations on its ability to utilize its pre-change NOLs and other tax attributes otherwise available to offset future taxable income and/or tax liability. An ownership change is defined as a cumulative change of 50% or more in the ownership positions of certain stockholders during a rolling three-year period. The Company has not completed a formal study to determine if any ownership changes within the meaning of IRC Section 382 and 383 have occurred as of December 31, 2021. An ownership change would restrict its ability to use its NOLs or tax credit carryforwards and could require the Company to pay federal or state income taxes earlier than would be required if such limitations were not in effect.

The Company’s valuation allowance increased during the year by $8,396 thousand for the year ended December 31, 2021 due primarily to the generation of net operating losses and a $93 thousand change recorded to equity.

As of December 31, 2021, the Company has net operating loss carryforwards for federal and state tax reporting purposes of $100,479 thousand and $92,399 thousand, respectively, a portion of which expire beginning in 2022. Net operating loss carryforwards generated after December 31, 2017 for federal tax reporting purposes of $58,541 thousand have an indefinite life. The remaining federal net operating losses are subject to a 20-year carryforward period. As of December 31, 2021, the Company has research and development tax credit carryforwards of approximately $1,364 thousand, which expire beginning in 2034.

The Company evaluates its uncertain tax positions under ASC 740-10, which requires that realization of an uncertain income tax position be recognized in the financial statements. The benefit to be recorded in the financial statements is the amount most likely to be realized assuming a review by tax authorities having all relevant information and applying current conventions. The Company concluded that there are no uncertain tax positions in any of the periods presented.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. The earliest tax years that remain subject to examination by jurisdiction is 2018 for both federal and state. However, to the extent the Company utilizes net operating losses from years prior to 2018, the statute remains open to the extent of the net operating losses or other credits are utilized.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Net Loss Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

NET LOSS PER SHARE

13. NET LOSS PER SHARE

Basic and diluted net loss per share attributable to common stockholders is calculated as follows (in thousands except share and per share amounts):


	Years Ended December 31,
	2021			2020
Net loss	$	(36,794	)	$	(20,100	)
Cumulative dividends on convertible preferred stock		—			(104	)
Net loss attributable to common stockholders	$	(36,794	)	$	(20,204	)
Net loss per share—basic and diluted	$	(1.33	)	$	(12.53	)
Weighted-average number of shares used in computing net loss per share—basic and diluted		27,710,686			1,612,140

The following outstanding potentially dilutive securities have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive:


	Years Ended December 31,
	2021		2020
Convertible preferred stock		—		747,683,172
Stock options to purchase common stock		2,649,965		1,947,123
Warrants issued to employees and contractor to purchase common stock		57,004		57,212
Warrants issued related to convertible notes and other equity agreements		412,262		412,262

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

14. SUBSEQUENT EVENTS

Stock-Based Compensation

On February 15, 2022, the Company granted equity awards for 749,150 shares under the 2021 Plan, consisting of options exercisable for 568,604 shares of common stock and restricted stock units for 180,546 shares of common stock with a grant date fair value of $2.4 million and $0.8 million, respectively.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Use of Estimates

Cash and Cash Equivalents

Marketable Securities

Deferred Offering Costs

Concentrations of Credit Risk and Off-Balance Sheet Risk

Property and Equipment


Office equipment and furniture	3—7 years
Research equipment	1—7 years
Capital lease	Lesser of the asset life or lease term

Fair Value of Financial Instruments

Level 1—Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Classification of Convertible Preferred Stock

Research and Development

Stock-Based Compensation

Recently Issued Accounting Standards

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Summary of Estimated Useful Lives of Property and Equipment

Depreciation is computed using the straight-line method over the following estimated useful lives:


Office equipment and furniture	3—7 years
Research equipment	1—7 years
Capital lease	Lesser of the asset life or lease term

Marketable Securities (Tables)

12 Months Ended

Dec. 31, 2021

Investments, Debt and Equity Securities [Abstract]

Summary of Marketable Securities

Marketable securities consist of the following as of December 31, 2021 (in thousands):


	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Commercial paper	$	37,982	$	-	$	(16	)	$	37,966
Corporate bonds		95,813		-		(251	)		95,562
U.S. Government agencies		7,000		-		(66	)		6,934
Total	$	140,795	$	-	$	(333	)	$	140,462

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Summary of Property and Equipment, Net

Property and equipment, net consist of the following (in thousands):


	December 31, 2021			December 31, 2020
Research equipment	$	4,974		$	1,767
Office equipment and furniture		606			94
Leaseholder improvement		253			-
Total property and equipment		5,833			1,861
Less accumulated depreciation and amortization		(1,189	)		(595	)
Property and equipment, net	$	4,644		$	1,266

Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Debt

Debt consists of the following (in thousands):


	December 31, 2021		December 31, 2020
PPP Loan	$	—	$	567
Total debt		—		567
Less current portion		—		—
Noncurrent debt	$	—	$	567

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of Financial Assets Measured at Fair Value on Recurring Basis


	Fair Value Measurements as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents
Money market funds	$	5,404	$	-	$	-	$	5,404
Investments:
Commercial paper		-		37,966		-		37,966
Corporate bonds		-		95,562		-		95,562
U.S. Government agencies		-		6,934		-		6,934
Total	$	5,404	$	140,462	$	-	$	145,866

Schedule of Reconciliation of Embedded Debt Derivatives Measured Fair Value on Recurring Basis

The following table provides a reconciliation of embedded debt derivatives measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):


	Amount
Balance at December 31, 2019	$	3,920
Change in fair value		(995	)
Settlement		(2,925	)
Balance at December 31, 2020	$	—

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Schedule of Future Annual Minimum Payments Under Noncancellable Operating Lease

The following table presents the future annual minimum payments required under noncancellable operating leases at December 31, (in thousands):


2022		1,585
2023		1,606
2024		1,641
2025		1,689
2026		1,413
2027		59
Total operating lease obligations	$	7,993

Schedule of Future Annual Minimum Payments Under Capitalized Lease

The following table presents the future annual minimum payments under the capitalized lease, together with the present value of net minimum lease payments at December 31, (in thousands):


2022	$	699
2023		674
2024		674
2025		553
2026		47
Total capital lease obligations		2,647
Less amount representing interest		(293	)
Present value of minimum capital lease obligations	$	2,354

Equity (Tables)

12 Months Ended

Dec. 31, 2021

Summary of Common Stock Warrant Activity

The following is a summary of the common stock warrant activity during the years ended December 31, 2021 and 2020:


	Number of Common Stock Warrants			Weighted- Average Exercise Price			Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2019		57,420		$	7.95			4.83	$	—
Granted		—		$	—
Exercised		—		$	—
Expired		(208	)	$	(96.00	)
Outstanding and exercisable at December 31, 2020		57,212		$	7.62			3.64	$	98
Granted		—		$	—
Exercised		—		$	—
Expired		(208	)	$	(192.00	)
Outstanding and exercisable at December 31, 2021		57,004		$	6.94			2.91	$	2.26

Equity and Debt Fundraising Events | Warrant

Summary of Common Stock Warrant Activity


	Number of Common Stock Warrants			Weighted- Average Exercise Price			Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2019		26,823		$	102.74			9.17	$	—
Granted		1,099,536		$	1.40
Exercised		(710,211	)	$	0.01
Expired		(3,886	)	$	64.32
Outstanding at December 31, 2020		412,262		$	9.60			6.71	$	1,380
Granted		1,648,707		$	0.01
Exercised		(1,648,707	)	$	(0.01	)
Expired		—		$	—
Outstanding at December 31, 2021		412,262		$	9.81			5.71	$	723

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Stock Option Award Activity

The following is a summary of the stock option award activity during the years ended December 31, 2021 and 2020:


	Number of Stock Options			Weighted- Average Exercise Price			Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2019		77,604		$	114.11			8.12	$	—
Granted		1,899,507		$	2.02
Exercised		(16,666	)	$	(1.23	)
Forfeited		(13,322	)	$	(119.38	)
Expired		—		$	—
Outstanding at December 31, 2020		1,947,123		$	5.70			9.56	$	10,284
Granted		1,741,159		$	15.93
Exercised		(8,834	)	$	(1.23	)
Forfeited		(652,984	)	$	(9.18	)
Expired		—		$	—
Outstanding at December 31, 2021		3,026,464		$	10.84			8.51	$	6,403
Exercisable at December 31, 2021		872,570		$	9.82			7.44	$	3,352
Options expected to vest at December 31, 2021		2,153,894		$	11.25			9.04	$	3,051

Summary of Common Stock Warrant Activity

The following is a summary of the common stock warrant activity during the years ended December 31, 2021 and 2020:


	Number of Common Stock Warrants			Weighted- Average Exercise Price			Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2019		57,420		$	7.95			4.83	$	—
Granted		—		$	—
Exercised		—		$	—
Expired		(208	)	$	(96.00	)
Outstanding and exercisable at December 31, 2020		57,212		$	7.62			3.64	$	98
Granted		—		$	—
Exercised		—		$	—
Expired		(208	)	$	(192.00	)
Outstanding and exercisable at December 31, 2021		57,004		$	6.94			2.91	$	2.26

Summary of Fair Value Assumptions and Methodology

The following table presents the assumptions and the Company’s methodology for developing each of the assumptions used:


	Years Ended December 31,
	2021	2020
Volatility	89%-98%	90%-100%
Expected life (years)	5.5–6.1	0.5–6.1
Risk-free interest rate	0.4%–1.4%	0.1%–0.7%
Dividend rate	—%	—%

Summary of Stock-Based Compensation Expense

Stock-based compensation expense was recorded in the following line items in the consolidated statements of operations for the years ended December 31, 2021 and 2020 (in thousands):


	Years Ended December 31,
	2021		2020
Research and development	$	2,238	$	555
General and administrative		3,419		937
Total stock-based compensation expense	$	5,657	$	1,492

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Income Tax Expense

Income tax expense consists of the following (in thousands):


	Year Ended December 31,
	2021			2020
Current:
Federal	$	—		$	—
State		—			—
Current tax provision		—			—
Deferred:
Federal		(6,598	)		(2,097	)
State		(1,705	)		(430	)
Deferred tax benefit		(8,303	)		(2,527	)
Less change in valuation allowance		8,303			2,527
Total income tax provision	$	—		$	—

Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate

The reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows:


	Year Ended December 31,
	2021			2020
Federal statutory income tax rate		21.0	%		21.0	%
State income taxes		4.6			3.6
Non-deductible interest and embedded debt derivative income and expense		—			(1.7	)
Non-deductible transactions costs		(0.2	)		(1.2	)
Other		(0.8	)		(0.2	)
Equity-based compensation deferred tax asset adjustment		—			(8.7	)
Equity-based compensation		(2.0	)		(0.2	)
Change in valuation allowance		(22.6	)		(12.6	)
Effective income tax rate	— %			— %

Components of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities consist of the following (in thousands):


	December 31,
	2021			2020
Net operating loss carryforwards	$	27,107		$	22,271
Equity-based compensation		1,103			706
Research and development tax credit carryforwards		1,364			1,364
Capitalized R&D expenditures		3,169			—
Other accruals		408			414
Total deferred tax assets	$	33,151			24,755
Valuation allowance		(33,151	)		(24,755	)
Net deferred tax assets	$	—		$	—

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share

Basic and diluted net loss per share attributable to common stockholders is calculated as follows (in thousands except share and per share amounts):


	Years Ended December 31,
	2021			2020
Net loss	$	(36,794	)	$	(20,100	)
Cumulative dividends on convertible preferred stock		—			(104	)
Net loss attributable to common stockholders	$	(36,794	)	$	(20,204	)
Net loss per share—basic and diluted	$	(1.33	)	$	(12.53	)
Weighted-average number of shares used in computing net loss per share—basic and diluted		27,710,686			1,612,140

Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share

The following outstanding potentially dilutive securities have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive:


	Years Ended December 31,
	2021		2020
Convertible preferred stock		—		747,683,172
Stock options to purchase common stock		2,649,965		1,947,123
Warrants issued to employees and contractor to purchase common stock		57,004		57,212
Warrants issued related to convertible notes and other equity agreements		412,262		412,262

Organization and Operations - Additional Information (Details) $ / shares in Units, $ in Thousands				12 Months Ended
	Feb. 03, 2021 USD ($) $ / shares shares	Jan. 29, 2021	May 18, 2020 USD ($) shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares
Subsidiary Sale Of Stock [Line Items]
Shares issued related to acquisition, value			$ 541		$ 541
Net loss				$ 36,794	$ 20,100
Cash, cash equivalents and marketable securities				$ 147,600
Reverse stock split description		On January 29, 2021, the Company effected a reverse stock split of the Company’s common stock on a 48-for-1 basis (the “Reverse Stock Split”).
Reverse stock split conversion ratio		0.020833
Common Stock
Subsidiary Sale Of Stock [Line Items]
Number of shares issued related to acquisition \| shares					304,376
Issuance of common stock, shares \| shares				8,030,295	705,750
Common Stock \| IPO
Subsidiary Sale Of Stock [Line Items]
Issuance of common stock, shares \| shares	8,030,295
Share price per share \| $ / shares	$ 19.00
Proceeds from issuance initial public offering	$ 152,600
Net proceeds after deducting underwriting discounts and offering expenses	$ 138,500
Common Stock \| Underwriters' Option to Purchase Additional Shares
Subsidiary Sale Of Stock [Line Items]
Issuance of common stock, shares \| shares	1,030,243
Stock Purchase Agreement \| Alvaxa Biosciences, Inc.
Subsidiary Sale Of Stock [Line Items]
Number of shares issued related to acquisition \| shares			304,376
Amount paid to settle liabilities assumed			$ 197

Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2021
Capital Lease
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Estimated useful life	Lesser of the asset life or lease term
Minimum \| Office Equipment and Furniture
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Estimated useful life (in years)	3 years
Minimum \| Research Equipment
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Estimated useful life (in years)	1 year
Maximum \| Office Equipment and Furniture
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Estimated useful life (in years)	7 years
Maximum \| Research Equipment
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Estimated useful life (in years)	7 years

Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 Segment	Jan. 01, 2022 USD ($)
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Number of operating segment \| Segment	1
ASU 2016-02 \| Subsequent Event \| Minimum
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Operating lease right-of-use assets		$ 5.5
Operating lease liabilities		5.5
ASU 2016-02 \| Subsequent Event \| Maximum
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Operating lease right-of-use assets		6.5
Operating lease liabilities		$ 6.5
ASU 2019-12
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Change in accounting principle, accounting standards update, adopted	true
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2020
Change in accounting principle, accounting standards update, immaterial effect	true

Marketable Securities - Summary of Marketable Securities (Details) - Marketable Securities $ in Thousands	Dec. 31, 2021 USD ($)
Marketable Securities [Line Items]
Amortized Cost	$ 140,795
Unrealized Losses	(333)
Fair Value	140,462
Commercial Paper
Marketable Securities [Line Items]
Amortized Cost	37,982
Unrealized Losses	(16)
Fair Value	37,966
Corporate Bonds
Marketable Securities [Line Items]
Amortized Cost	95,813
Unrealized Losses	(251)
Fair Value	95,562
U.S. Government Agencies
Marketable Securities [Line Items]
Amortized Cost	7,000
Unrealized Losses	(66)
Fair Value	$ 6,934

Marketable Securities - Additional Information (Details)	12 Months Ended
	Dec. 31, 2021 USD ($)
Marketable Securities [Line Items]
Impairment of investments	$ 0
Corporate Bonds and U.S. Government Agencies
Marketable Securities [Line Items]
Marketable securities, fair value	68,100,000
Marketable securities, unrealized loss position, fair value	68,100,000
Corporate Bonds
Marketable Securities [Line Items]
Marketable securities, unrealized loss position, fair value	46,000
Commercial Paper and U.S. Government Agencies
Marketable Securities [Line Items]
Marketable securities, unrealized loss position, fair value	$ 287,000
Minimum \| Corporate Bonds and U.S. Government Agencies
Marketable Securities [Line Items]
Marketable securities remaining maturity term	1 year
Marketable securities unrealized loss position, maturity term	1 year
Minimum \| Commercial Paper and U.S. Government Agencies
Marketable Securities [Line Items]
Marketable securities unrealized loss position, maturity term	1 year
Maximum \| Commercial Paper
Marketable Securities [Line Items]
Marketable securities remaining maturity term	1 year
Marketable securities unrealized loss position, maturity term	1 year
Maximum \| Corporate Bonds and U.S. Government Agencies
Marketable Securities [Line Items]
Marketable securities remaining maturity term	3 years
Marketable securities unrealized loss position, maturity term	3 years
Maximum \| Corporate Bonds
Marketable Securities [Line Items]
Marketable securities unrealized loss position, maturity term	1 year

Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Total property and equipment	$ 5,833	$ 1,861
Less accumulated depreciation and amortization	(1,189)	(595)
Property and equipment, net	4,644	1,266
Office Equipment and Furniture
Property Plant And Equipment [Line Items]
Total property and equipment	606	94
Research Equipment
Property Plant And Equipment [Line Items]
Total property and equipment	4,974	$ 1,767
Leaseholder Improvement
Property Plant And Equipment [Line Items]
Total property and equipment	$ 253

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property Plant And Equipment [Abstract]
Depreciation and amortization expense	$ 685	$ 209

Other Current Liabilities - Summary of Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Other Liabilities Disclosure [Abstract]
Compensation and employee benefits	$ 1,753	$ 916

Debt - Schedule of Debt (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
Total debt	$ 567
Debt	567
PPP Loan
Debt Instrument [Line Items]
Debt, gross	$ 567

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended			2 Months Ended	6 Months Ended	12 Months Ended	16 Months Ended
	Nov. 30, 2019	Sep. 30, 2019	Apr. 30, 2019	Oct. 31, 2019	Sep. 30, 2019	Dec. 31, 2021	Dec. 31, 2020	Aug. 06, 2021	May 31, 2020	Mar. 27, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Exercise price per share											$ 7.95
Amortization of debt premium		$ (1,500)
PPP Loan
Debt Instrument [Line Items]
Debt instrument, face amount								$ 567	$ 567
Debt instrument, interest rate									1.00%
2019 Notes
Debt Instrument [Line Items]
Debt instrument, face amount		$ 2,345			$ 2,345
Debt instrument, interest rate		10.00%			10.00%
Debt instrument, term					1 year
Warrants issued to purchase common stock		7,313			7,313
Warrants expiration term		10 years			10 years
2019 Notes \| Level 3
Debt Instrument [Line Items]
Fair value of detachable warrants upon issuance		$ 51			$ 51
2019 Notes \| Minimum
Debt Instrument [Line Items]
Exercise price per share		$ 64.80			$ 64.80
2019 Notes \| Maximum
Debt Instrument [Line Items]
Exercise price per share		$ 122.88			$ 122.88
2019 Secured Notes (Related Party)
Debt Instrument [Line Items]
Debt instrument, interest rate							10.00%
Debt instrument, redeemed month and year						2020-01
Debt instrument, maturity date				Dec. 31, 2020
Amortization of debt premium				$ 1,500			$ 2,250
Fair value of debt				$ 940
2019 Secured Notes (Related Party) \| Automatic Conversion Features
Debt Instrument [Line Items]
Fair value assumption, probability of settlement on change of control or upon qualified initial public offering in 9 to 10 months of issuance, percentage				25.00%
Fair value assumption, probability of settlement on qualified financing in 6 months of issuance, percentage				65.00%
2019 Secured Notes (Related Party) \| Minimum \| Automatic Conversion Features
Debt Instrument [Line Items]
Fair value assumption, probability of settlement at contractual maturity date, percentage				5.00%
2019 Secured Notes (Related Party) \| Maximum \| Automatic Conversion Features
Debt Instrument [Line Items]
Fair value assumption, probability of settlement at contractual maturity date, percentage				10.00%
2019 Bridge Note
Debt Instrument [Line Items]
Debt instrument, face amount	$ 1,000
Debt instrument, interest rate	7.00%
Debt instrument, maturity date	Dec. 31, 2020
2019 Special Note
Debt Instrument [Line Items]
Debt instrument, face amount			$ 1,000
Debt instrument, interest rate		10.00%	10.00%		10.00%
Debt instrument, term			1 year
Debt instrument, redeemed month and year						2020-11
Warrants issued to purchase common stock		3,886			3,886
Exercise price per share		$ 64.32			$ 64.32
Warrants expiration term		10 years			10 years
Debt instrument, repayment premium, percentage		150.00%
Fair value of debt		$ 663			$ 663	$ 0
Debt instrument, repayment premium, percentage		150.00%
Warrants issued to purchase common stock was not included in exchange and subsequently canceled										3,886
Debt instrument, maturity month and year						2020-04
2019 Special Note \| Series AA Convertible Preferred Stock
Debt Instrument [Line Items]
Conversion of preferred stock into common stock, shares	31,591,824
2019 Special Note \| Automatic Conversion Features
Debt Instrument [Line Items]
Fair value assumption, probability of settlement at contractual maturity date, percentage		10.00%
Fair value assumption, probability of settlement on qualified financing in 6 months of issuance, percentage		65.00%
Fair value assumption, probability of settlement on change of control or upon qualified initial public offering in 10 months of issuance, percentage		25.00%
2019 Special Note \| Level 3
Debt Instrument [Line Items]
Fair value of detachable warrants upon issuance		$ 74			$ 74
2018 Bridge Notes (Related Party)
Debt Instrument [Line Items]
Debt instrument, face amount											$ 2,250	$ 750
Debt instrument, interest rate											10.00%
Warrants issued to purchase common stock											11,718	3,906
Exercise price per share											$ 122.88	$ 122.88
Warrants expiration date						Dec. 19, 2028
2017 Notes
Debt Instrument [Line Items]
Debt instrument, face amount													$ 4,050
Debt instrument, interest rate													8.00%

Fair Value Measurements - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value adjustments on embedded debt derivatives		$ 995,000
Fair value of embedded derivative		0
Fair value, transfer of liabilities, from level 1 to level 2	$ 0	0
Fair value, transfer of liabilities from level 2 to level 1	0	0
Fair value, transfer of assets into level 3	0	0
Fair value, transfer of assets out of level 3	0	0
Fair value, transfer of liabilities into level 3	0	0
Fair value, transfer of liabilities out of level 3	0	0
Other income (expense)
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value adjustments on embedded debt derivatives		1,000,000.0
Fair Value Measurements Recurring Basis
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Liabilities, fair value	$ 0	$ 0

Fair Value Measurements - Schedule of Financial Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value of Recurring $ in Thousands	Dec. 31, 2021 USD ($)
Assets:
Total	$ 145,866
Level 1
Assets:
Total	5,404
Level 2
Assets:
Total	140,462
Money Market Funds
Assets:
Cash equivalents fair value disclosure	5,404
Money Market Funds \| Level 1
Assets:
Cash equivalents fair value disclosure	5,404
Commercial Paper
Assets:
Investments fair value disclosure	37,966
Commercial Paper \| Level 2
Assets:
Investments fair value disclosure	37,966
Corporate Bonds
Assets:
Investments fair value disclosure	95,562
Corporate Bonds \| Level 2
Assets:
Investments fair value disclosure	95,562
U.S. Government Agencies
Assets:
Investments fair value disclosure	6,934
U.S. Government Agencies \| Level 2
Assets:
Investments fair value disclosure	$ 6,934

Fair Value Measurements - Schedule of Reconciliation of Embedded Debt Derivatives Measured Fair Value on Recurring Basis (Details) - Fair Value of Recurring - Level 3 $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Balance	$ 3,920
Change in fair value	(995)
Settlement	$ 2,925

Commitments and Contingencies - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) Officer	Dec. 31, 2020 USD ($)
Sale Leaseback Transaction [Line Items]
Lease expiration year	2027
Operating lease, expense	$ 1,488	$ 1,439
Finance lease, term	4 years
Capital lease payments	$ 255	41
Percentage of equipment cost	15.00%
Available for purchases of property and equipment	$ 3,100
Property and equipment, net	4,644	$ 1,266
Sale of equipment	$ 293
Number of former officers \| Officer	2
Loss contingency allegations claims	$ 0
Loss contingency, allegations	The Company believes that there is no merit to the claims alleged against the Company and its former officers, including no alleged breach of contract by the Company, and intends to vigorously defend against the claims pertaining to the Company and its former officers.
Research Equipment
Sale Leaseback Transaction [Line Items]
Finance lease, term	4 years
Lease payment, term	monthly
Capital lease payments	$ 13
Minimum
Sale Leaseback Transaction [Line Items]
Additional renew of lease term	1 year
Maximum
Sale Leaseback Transaction [Line Items]
Additional renew of lease term	2 years
Maximum \| Equipment
Sale Leaseback Transaction [Line Items]
Property and equipment, net	$ 5,000

Commitments and Contingencies - Schedule of Future Annual Minimum Payments Under Noncancellable Operating Lease (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Commitments And Contingencies Disclosure [Abstract]
2022	$ 1,585
2023	1,606
2024	1,641
2025	1,689
2026	1,413
2027	59
Total operating lease obligations	$ 7,993

Commitments and Contingencies - Schedule of Future Annual Minimum Payments Under Capitalized Lease (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Commitments And Contingencies Disclosure [Abstract]
2022	$ 699
2023	674
2024	674
2025	553
2026	47
Total capital lease obligations	2,647
Less amount representing interest	(293)
Present value of minimum capital lease obligations	$ 2,354

Equity - Additional Information (Details) $ / shares in Units, $ in Thousands			1 Months Ended				3 Months Ended	12 Months Ended
	Feb. 08, 2021 shares	Jan. 29, 2021	Feb. 28, 2021 USD ($) $ / shares shares	Jan. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Jan. 31, 2020 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 $ / shares
Class Of Stock [Line Items]
Exercise price per share \| $ / shares										$ 7.95
Gain on debt extinguishment \| $								$ 567	$ 45
Common stock, shares authorized					250,000,000	1,230,000,000		250,000,000	250,000,000
Common stock, par value \| $ / shares					$ 0.0001			$ 0.0001	$ 0.0001
Convertible preferred stock dividend rate								8.00%
Reverse stock split description		On January 29, 2021, the Company effected a reverse stock split of the Company’s common stock on a 48-for-1 basis (the “Reverse Stock Split”).
Reverse stock split conversion ratio		0.020833
IPO
Class Of Stock [Line Items]
Common stock shares issued and sold			8,030,295
Partial exercise of the underwriters option to purchase additional shares			1,030,243
Sale of Stock, Price Per Share \| $ / shares			$ 19.00
Aggregate gross proceeds from issuance of initial public offering \| $			$ 152,600
Net proceeds after deducting underwriting discounts \| $			$ 138,500
Outstanding preferred stock converted into aggregate shares of common stock	19,034,069
Common stock, shares authorized	250,000,000
Preferred stock, shares authorized	10,000,000
Convertible Preferred Stock Series AA
Class Of Stock [Line Items]
Preferred stock issued in exchange for note redemption, shares						188,173,050			219,764,872
Gain on debt extinguishment \| $						$ 45
Convertible preferred stock, shares authorized						870,211,737
Convertible preferred stock, par value \| $ / shares						$ 0.0001
Convertible preferred stock shares issued and sold							103,453,773
Convertible preferred stock per share \| $ / shares							$ 0.082135
Proceeds on the issuance of convertible preferred stock \| $							$ 8,500
Series BB Convertible Preferred Stock Issuance
Class Of Stock [Line Items]
Convertible preferred stock shares issued and sold				113,275,902	52,680,306				52,680,306
Convertible preferred stock per share \| $ / shares				$ 0.207383	$ 0.207383				$ 0.207383
Proceeds on the issuance of convertible preferred stock \| $				$ 23,500	$ 10,900
Majority Legacy Preferred Stockholders
Class Of Stock [Line Items]
Warrants issued to purchase common stock						634,118
Exercise price per share \| $ / shares						$ 0.01
Majority Legacy Preferred Stockholders \| Convertible Preferred Stock Series AA
Class Of Stock [Line Items]
Investment in exchange of convertible preferred stock \| $						$ 4,000
Convertible preferred stock shares exchanged						48,700,311
Minority and Majority Legacy Preferred Stock holders \| Convertible Preferred Stock Series AA
Class Of Stock [Line Items]
Investment in exchange of convertible preferred stock \| $						$ 6,600
Convertible preferred stock shares exchanged						79,954,952
Common stock exchanged for preferred stock						148,732
Conversion of preferred stock into common stock, shares						210,310,025
Minority and Majority Legacy Preferred Stock holders \| Convertible Preferred Stock Series A-F
Class Of Stock [Line Items]
Issuance of common stock, net of issuance costs, shares						30,140,432

Equity - Summary of Common Stock Warrant activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Class Of Stock [Line Items]
Number of Common Stock Warrants Outstanding, Beginning Balance		57,420
Number of Common Stock Warrants, Expired	(208)	(208)
Number of Common Stock Warrants Outstanding, Ending Balance			57,420
Weighted-Average Exercise Price Outstanding, Beginning Balance		$ 7.95
Weighted Average Exercise Price, Expired	$ 192.00	$ 96.00
Weighted-Average Exercise Price Outstanding, Ending Balance			$ 7.95
Weighted-Average Remaining Contractual Term, Outstanding			4 years 9 months 29 days
Warrant \| Equity and Debt Fundraising Events
Class Of Stock [Line Items]
Number of Common Stock Warrants Outstanding, Beginning Balance	412,262	26,823
Number of Common Stock Warrants, Granted	1,648,707	1,099,536
Number of Common Stock Warrants, Exercised	(1,648,707)	(710,211)
Number of Common Stock Warrants, Expired		(3,886)
Number of Common Stock Warrants Outstanding, Ending Balance	412,262	412,262	26,823
Weighted-Average Exercise Price Outstanding, Beginning Balance	$ 9.60	$ 102.74
Weighted Average Exercise Price, Granted	0.01	1.40
Weighted Average Exercise Price, Exercised	(0.01)	0.01
Weighted Average Exercise Price, Expired		64.32
Weighted-Average Exercise Price Outstanding, Ending Balance	$ 9.81	$ 9.60	$ 102.74
Weighted-Average Remaining Contractual Term, Outstanding	5 years 8 months 15 days	6 years 8 months 15 days	9 years 2 months 1 day
Aggregate Intrinsic Value Outstanding	$ 723	$ 1,380

Stock-Based Compensation - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jan. 01, 2022	Jan. 28, 2021	Jan. 27, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Recognized share-based compensation expense	$ 5,657,000	$ 1,492,000
Weighted average grant date fair value	$ 12.12	$ 3.09
Aggregate intrinsic value of stock options exercised	$ 100,000	$ 100,000
Options vested	2,800,000	1,100,000
Unrecognized stock-based compensation expense	$ 16,000,000.0	$ 5,900,000
Weighted-average period	2 years 11 months 8 days	2 years 11 months 26 days
Common Stock Warrants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation expense	$ 0
2021 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares reserved for issuance	1,964,702			5,000,000
Number of capital stock outstanding percentage	4.00%
2021 Equity Incentive Plan \| Subsequent Event
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares reserved for issuance			3,189,063
2021 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares reserved for issuance	321,633				333,333
Percentage of number of shares of capital stock outstanding on last day of preceding year	1.00%
Purchase price of fair value common stock, percent	85.00%
Recognized share-based compensation expense	$ 14,000
Shares issued under plan	11,700
2021 Employee Stock Purchase Plan \| Subsequent Event
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares reserved for issuance			627,723

Stock-Based Compensation - Summary of Stock Option Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Number of Stock Options, Outstanding balance	1,947,123	77,604
Number of Stock Options, Granted	1,741,159	1,899,507
Number of Stock Options, Exercised	(8,834)	(16,666)
Number of Stock Options, Forfeited	(652,984)	(13,322)
Number of Stock Options, Outstanding balance	3,026,464	1,947,123	77,604
Number of Stock Options, Exercisable	872,570
Number of Stock Options, Options expected to vest	2,153,894
Weighted-Average Exercise Price, Outstanding balance	$ 5.70	$ 114.11
Weighted-Average Exercise Price, Granted	15.93	2.02
Weighted-Average Exercise Price, Exercised	(1.23)	(1.23)
Weighted-Average Exercise Price, Forfeited	(9.18)	(119.38)
Weighted-Average Exercise Price, Outstanding balance	10.84	$ 5.70	$ 114.11
Weighted-Average Exercise Price, Exercisable	9.82
Weighted-Average Exercise Price, Options expected to vest	$ 11.25
Weighted-Average Remaining Contractual Term, Outstanding balance	8 years 6 months 3 days	9 years 6 months 21 days	8 years 1 month 13 days
Weighted-Average Remaining Contractual Term, Exercisable	7 years 5 months 8 days
Weighted-Average Remaining Contractual Term, Options expected to vest	9 years 14 days
Aggregate Intrinsic Value, Outstanding	$ 6,403	$ 10,284
Aggregate Intrinsic Value, Exercisable	3,352
Aggregate Intrinsic Value, Options expected to vest	$ 3,051

Stock-Based Compensation - Summary of Common Stock Warrant Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Number of Common Stock Warrants Outstanding, Beginning Balance		57,420
Number of Common Stock Warrants, Expired	(208)	(208)
Number of Common Stock Warrants Outstanding, Ending Balance			57,420
Number of Common Stock Warrants Outstanding and Exercisable, Ending Balance	57,004	57,212
Weighted-Average Exercise Price Outstanding, Beginning Balance		$ 7.95
Weighted-Average Exercise Price, Expired	$ (192.00)	(96.00)
Weighted-Average Exercise Price Outstanding, Ending Balance			$ 7.95
Weighted-Average Exercise Price Outstanding and Exercisable, Ending Balance	$ 6.94	$ 7.62
Weighted-Average Remaining Contractual Term Outstanding			4 years 9 months 29 days
Weighted-Average Remaining Contractual Term Outstanding and Exercisable	2 years 10 months 28 days	3 years 7 months 20 days
Aggregate Intrinsic Value Outstanding and Exercisable	$ 2,260	$ 98,000

Stock-Based Compensation - Summary of Fair Value Assumptions and Methodology (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Volatility, Minimum	89.00%	90.00%
Volatility, Maximum	98.00%	100.00%
Risk-free interest rate, Minimum	0.40%	0.10%
Risk-free interest rate, Maximum	1.40%	0.70%
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected life (years)	5 years 6 months	6 months
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected life (years)	6 years 1 month 6 days	6 years 1 month 6 days

Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 5,657	$ 1,492
Research and Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	2,238	555
General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 3,419	$ 937

Employee Retirement Plan - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Defined Benefit Plan Disclosure [Line Items]
Company's matching contributions vesting percentage	100.00%
Company's matching contributions amount	$ 248	$ 116
Maximum
Defined Benefit Plan Disclosure [Line Items]
Percentage of company matching contributions of employee's base salary	4.00%

Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Jan. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Consulting Agreement
Related Party Transaction [Line Items]
Consulting services fee			$ 1,500
Consultation service fee payment			1,125
Remaining consultation fee recorded as expense	$ 375
Payment for consulting services	$ 1,500
Service Agreement \| Hope Farms
Related Party Transaction [Line Items]
Consultation service fee payment		$ 212	$ 67
Due to related party		$ 47

- Definition

Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).

+ References

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+ Details

Income Taxes - Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Deferred:
Federal	$ (6,598)	$ (2,097)
State	(1,705)	(430)
Deferred tax benefit	(8,303)	(2,527)
Less change in valuation allowance	$ 8,303	$ 2,527

Income Taxes - Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Federal statutory income tax rate	21.00%	21.00%
State income taxes, net of federal benefit	4.60%	3.60%
Non-deductible interest and embedded debt derivative income and expense		(1.70%)
Non-deductible transactions costs	(0.20%)	(1.20%)
Other	(0.80%)	(0.20%)
Equity-based compensation deferred tax asset adjustment		(8.70%)
Equity-based compensation	(2.00%)	(0.20%)
Change in valuation allowance	(22.60%)	(12.60%)

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2017
Income Tax Disclosure [Line Items]
Uncertain or unrecognized tax position	$ 0
Percentage of ownership or cumulative change	50.00%
Ownership positions of stockholders rolling period	3 years
Increase in valuation allowance	$ 8,396,000
Change recorded to equity	$ 93,000
Portion of net operating loss carryforwards expiration beginning year	2022
Research and Development
Income Tax Disclosure [Line Items]
Tax credit carryforwards	$ 1,364,000
Tax credit carryforwards expiration beginning year	2034
Federal
Income Tax Disclosure [Line Items]
Operating loss carryforwards	$ 100,479,000	$ 58,541,000
Remaining net operating losses carryforward period	20 years
State
Income Tax Disclosure [Line Items]
Operating loss carryforwards	$ 92,399,000

Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 27,107	$ 22,271
Equity-based compensation	1,103	706
Research and development tax credit carryforwards	1,364	1,364
Capitalized R&D expenditures	3,169
Other accruals	408	414
Total deferred tax assets	33,151	24,755
Valuation allowance	$ (33,151)	$ (24,755)

Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net loss	$ (36,794)	$ (20,100)
Cumulative dividends on convertible preferred stock		(104)
Net loss attributable to common stockholders	$ (36,794)	$ (20,204)
Net loss per common share, basic and diluted	$ (1.33)	$ (12.53)
Weighted-average number of shares used in computing net loss per common share, basic and diluted	27,710,686	1,612,140

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

Net Loss Per Share - Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Convertible 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		747,683,172
Stock Options to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from calculation of diluted net loss per share	2,649,965	1,947,123
Warrants Issued to Employees and Contractor to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from calculation of diluted net loss per share	57,004	57,212
Warrants Issued Related to Convertible Notes and Other Equity Agreements
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from calculation of diluted net loss per share	412,262	412,262

Subsequent Events - Additional Information (Details) - 2021 Equity Incentive Plan - Subsequent Event $ in Millions	Feb. 15, 2022 USD ($) shares
Subsequent Event [Line Items]
Equity awards granted	749,150
Options
Subsequent Event [Line Items]
Equity awards granted	568,604
Grant date fair value \| $	$ 2.4
Restricted Stock Units
Subsequent Event [Line Items]
Equity awards granted	180,546
Grant date fair value \| $	$ 0.8