0001564590-22-010238 | 10-K | XBRL Viewer

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 219,684	$ 242,190
Prepaid expenses and other current assets	2,949	2,722
Total current assets	222,633	244,912
Operating lease, right-of-use asset	2,771	4,615
Property and equipment, net	1,706	134
Restricted cash	1,255	1,255
Other assets	3,727
Total assets	232,092	250,916
Current liabilities:
Accounts payable	3,483	732
Accrued expenses and other current liabilities	8,210	4,779
CVR liability (Note 3)	3,060	5,531
Operating lease liability	2,324	2,052
Total current liabilities	17,077	13,094
Operating lease liability, net of current portion	831	3,155
Total liabilities	17,908	16,249
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock, value
Common stock, $0.001 par value; 150,000,000 shares authorized; 43,805,922 shares and 32,347,905 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively	44	32
Additional paid-in capital	399,713	322,454
Accumulated deficit	(270,973)	(198,700)
Total stockholders’ equity	214,184	234,667
Total liabilities and stockholders’ equity	232,092	250,916
Series A Convertible Preferred Stock [Member]
Stockholders’ equity:
Preferred stock, value	$ 85,400	$ 110,881

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Collaboration revenue		$ 7,871
Operating expenses:
Research and development	$ 55,913	25,738
General and administrative	19,638	17,422
Acquired in-process research and development		46,910
Total operating expenses	75,551	90,070
Loss from operations	(75,551)	(82,199)
Other income (expense):
Interest income	467	144
Gain on disposal of long-lived assets		7,493
Other income	2,468	779
Change in fair value of CVR liability	343	(1,025)
Total other income, net	3,278	7,391
Net loss and comprehensive loss	(72,273)	(74,808)
Net loss attributable to common shareholders	$ (72,273)	$ (179,208)
Net loss per share attributable to common stockholders, basic and diluted	$ (1.87)	$ (16.17)
Weighted average common shares outstanding, basic and diluted	38,730,813	11,081,257

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Underwritten Public Offering [Member]	ATM [Member]	LPC [Member]	KIQ Acquisition [Member]	Preferred Stock [Member] Series A Non-Voting Convertible Preferred Stock [Member]	Preferred Stock [Member] Series A Non-Voting Convertible Preferred Stock [Member] KIQ Acquisition [Member]	Common Stock [Member]	Common Stock [Member] Underwritten Public Offering [Member]	Common Stock [Member] ATM [Member]	Common Stock [Member] LPC [Member]	Common Stock [Member] KIQ Acquisition [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Underwritten Public Offering [Member]	Additional Paid-in Capital [Member] ATM [Member]	Additional Paid-in Capital [Member] LPC [Member]	Additional Paid-in Capital [Member] KIQ Acquisition [Member]	Accumulated Deficit [Member]
Beginning Balances at Dec. 31, 2019	$ 31,762							$ 8					$ 155,646					$ (123,892)
Beginning Balances, Shares at Dec. 31, 2019								7,665,763
Conversion of preferred stock into common stock						$ (27,351)		$ 7					27,344
Conversion of preferred stock into common stock, Shares						(31,081)		7,770,250
Issuance of common stock upon exercise of stock options	512												512
Issuance of common stock upon exercise of stock options, Shares								384,125
Issuance of common stock under Employee Stock Purchase Plan	48												48
Issuance of common stock under Employee Stock Purchase Plan, shares								22,545
Issuance of common stock as a commitment fee				$ 262												$ 262
Issuance of common stock as a commitment fee, Shares											181,595
Issuance of common stock upon RSU vesting, Shares								56,933
Issuance of common stock				$ 25,000							$ 2					$ 24,998
Issuance of common stock, Shares											2,412,870
Issuance of common stock, net of issuance costs		$ 107,730							$ 12					$ 107,718
Issuance of common stock, net of issuance costs, Shares									11,794,872
Issuance of non-voting preferred stock and common stock in connection with the Kiq acquisition					$ 44,813		$ 39,325					$ 2					$ 5,486
Issuance of Series A non-voting preferred stock and common stock in connection with the Kiq acquisition, Shares							44,687					1,558,975
Issuance preferred stock, net of issuance costs	98,907					$ 98,907
Issuance of preferred stock, net of issuance costs, Shares						118,638
Issuance of common stock to settle CVR liability	6,944							$ 1					6,943
Issuance of common stock to settle CVR liability, Shares								707,938
Acquisition and retirement of treasury stock	(808)												(808)
Acquisition and retirement of treasury stock, shares								(207,961)
Dividend payable to common stockholders	(11,450)												(11,450)
Discount on Series A non-voting preferred stock related to beneficial conversion feature						$ (104,400)							104,400
Recognition of beneficial conversion feature upon shareholder approval of conversion						104,400							(104,400)
Stock-based compensation expense	5,755												5,755
Net loss	(74,808)																	(74,808)
Ending Balances at Dec. 31, 2020	234,667					$ 110,881		$ 32					322,454					(198,700)
Ending Balances, Shares at Dec. 31, 2020						132,244		32,347,905
Conversion of preferred stock into common stock						$ (25,481)		$ 8					25,473
Conversion of preferred stock into common stock, Shares						(28,955)		7,238,750
Issuance of common stock for services	260												260
Issuance of common stock for services, Shares								31,683
Issuance of common stock upon exercise of stock options	24												24
Issuance of common stock upon exercise of stock options, Shares								15,758
Issuance of common stock under Employee Stock Purchase Plan	31												31
Issuance of common stock under Employee Stock Purchase Plan, shares								4,497
Issuance of common stock, net of issuance costs			$ 38,006							$ 4					$ 38,002
Issuance of common stock, net of issuance costs, Shares										3,954,900
Issuance of common stock to settle CVR liability	2,043												2,043
Issuance of common stock to settle CVR liability, Shares								212,429
Stock-based compensation expense	11,426												11,426
Net loss	(72,273)																	(72,273)
Ending Balances at Dec. 31, 2021	$ 214,184					$ 85,400		$ 44					$ 399,713					$ (270,973)
Ending Balances, Shares at Dec. 31, 2021						103,289		43,805,922

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (72,273)	$ (74,808)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	147	720
Stock-based compensation expense	11,686	6,017
Noncash consideration received from a customer		(808)
Noncash portion of acquired in-process research and development		44,813
Gain on disposal of long-lived assets		(7,493)
Change in fair value of CVR liability	(343)	1,025
Changes in operating assets and liabilities:
Accounts receivable		2,000
Prepaid expenses and other current assets	(227)	(1,470)
Operating lease, right-of-use asset	1,844	670
Other assets	(3,727)	427
Accounts payable	2,751	(2,451)
Accrued expenses and other current liabilities	3,431	(2,352)
Operating lease liability	(2,052)	(825)
Deferred revenue		(1,315)
Net cash used in operating activities	(58,763)	(35,850)
Cash flows from investing activities:
Purchases of property and equipment	(1,719)
Proceeds from sale of property and equipment		320
Proceeds from sale of BOXR Platform assets		8,100
Net cash (used in) provided by investing activities	(1,719)	8,420
Cash flows from financing activities:
Proceeds from the issuance of Series A non-voting convertible preferred stock, net of issuance costs of $5,493		98,907
Proceeds from issuance of common stock to LPC		25,000
Proceeds from issuance of common stock under ATM, net of issuance costs of $1,229	38,006
Proceeds from issuance of common stock in underwritten public offering, net of offering costs of $7,271		107,729
Proceeds from issuance of common stock upon stock option exercises	24	512
Proceeds from issuance of stock from employee stock purchase plan	31	48
Payments to CVR Holders	(85)
Net cash provided by financing activities	37,976	232,196
Net (decrease) increase in cash, cash equivalents and restricted cash	(22,506)	204,766
Cash, cash equivalents and restricted cash at beginning of period	243,445	38,679
Cash, cash equivalents and restricted cash at end of period	220,939	243,445
Supplemental disclosure of noncash investing and financing information:
Conversion of Series A non-voting convertible preferred stock into common stock	25,481	27,351
Issuance of common shares in partial settlement of CVR liability	$ 2,043	$ 6,944

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

Principles of Consolidation

The accompanying consolidated financial statements include those of the Company and its wholly-owned subsidiaries, Mono, Inc. and Kiq Bio LLC. All intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual of research and development expenses, the valuation of the CVR liability and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Actual results may differ from those estimates or assumptions.

Risks and Uncertainties

Impact of the COVID-19 Coronavirus

The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The impact of the pandemic has been and will likely continue to be extensive in many aspects of society, which has resulted in and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world.

The spread of COVID-19 has caused the Company to modify its business practices, including implementing a work-from-home policy for all employees who are able to perform their duties remotely and restricting all nonessential travel, and it expects to continue to take actions as may be required or recommended by government authorities or as the Company determines are in the best interests of its employees, the patients it serves and other business partners in light of COVID-19. Potential impacts to the Company’s business include temporary closures of its facilities or those of its vendors, disruptions or restrictions on its employees’ ability to travel, disruptions to or delays in ongoing laboratory experiments and operations, the potential diversion of healthcare resources away from the conduct of clinical trials to focus on pandemic concerns, and its ability to raise capital. As of December 31, 2021, there have been no material impacts to the Company. As the impact of COVID-19 continues to unfold, the Company will make continual assessments of the situation, as the extent to which the COVID-19 pandemic may materially impact the Company’s financial condition, liquidity or results of operations in the future is uncertain.

Concentrations of Credit Risk and of Significant Suppliers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company maintains most of its cash and cash equivalents at two accredited financial institutions. The Company has not experienced any losses on such accounts does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Such deposits have and will continue to exceed federally insured limits.

The Company is dependent on third-party vendors for its product candidates. In particular, the Company relies, and expects to continue to rely, on a small number of vendors to manufacture supplies and process its product candidates for its development programs. These programs could be adversely affected by a significant interruption in the manufacturing process.

Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.

Restricted Cash

Restricted cash consists of security deposits in separate restricted bank accounts as required under the terms of the Company’s lease agreement for its Corporate Office in Cambridge, Massachusetts.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows:

		Estimated Useful Life
Laboratory equipment		5 years
Computer equipment and software		3 years
Furniture and fixtures		5 years
Leasehold improvements		Shorter of life of lease or 10 years

Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated in accordance with the above guidelines once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred.

Impairment of Long-Lived Assets

Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2021 or 2020.

Fair Value Measurements

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

•

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The Company’s cash equivalents are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities.

Convertible Preferred Stock

The Company records shares of non-voting convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company applied the guidance in ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities, and at issuance classified the Series A Preferred Stock outside of shareholders’ equity (deficit) because, if conversion to common stock was not approved by the shareholders, the Series A Preferred Stock would be redeemable at the option of the holders for cash equal to the closing price of the common stock on last trading day prior to the holder’s redemption request. On November 6, 2020, the shareholders approved the conversion of the Series A preferred stock into common stock and as such, since the Series A Preferred Stock was no longer redeemable at the option of the holders for cash, the Company reclassified the Series A Preferred Stock to permanent equity.

Segment Information

The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is the development and commercialization of precision therapies for genetically defined diseases. All of the Company’s tangible assets are held in the United States.

Leases

The Company accounts for a contract as a lease when it has the right to control the asset for a period of time while obtaining substantially all of the assets’ economic benefits. The Company determines the initial classification and measurement of its operating right-of-use assets and operating lease liabilities at the lease commencement date, and thereafter if modified. The lease term includes any renewal options that the Company is reasonably assured to exercise. The Company’s policy is to not record leases with an original term of twelve months or less on its consolidated balance sheets. The Company’s only existing lease is for office space.

The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its estimated secured incremental borrowing rate for that lease term.

Lease payments included in the measurement of the lease liability consist of the following: the fixed noncancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early.

Leases may contain rent escalation clauses and variable lease payments that require additional rental payments in later years of the term, including payments based on an index or inflation rate. Payments based on the change in an index or inflation rate, or payments based on a change in the Company’s portion of the operating expenses, including real estate taxes and insurance, are not included in the initial lease liability and are recorded as a period expense when incurred. The operating leases may include an option to renew the lease term for various renewal periods and/or to terminate the leases early. These options to exercise the renewal or early termination clauses in the Company’s operating leases were not reasonably certain of exercise as of the date of adoption and these have not been included in the determination of the initial lease liability or operating lease expense.

Rent expense for operating leases is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in operating expense in the consolidated statements of operations and comprehensive loss. For finance leases, any interest expense is recognized using the effective interest method and is included within interest expense. The Company has no financing leases.

Research and Development Costs

Research and development costs are expensed as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries, stock-based compensation and benefits, facilities costs and laboratory supplies, depreciation, manufacturing expenses and external costs of outside vendors engaged to conduct preclinical development activities and clinical trials as well as the cost of licensing technology.

Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed.

Research Contract Costs and Accruals

The Company has entered into various research and development contracts with companies both inside and outside of the United States. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates.

Business Combinations

In determining whether an acquisition should be accounted for as a business combination or asset acquisition, the Company first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this is the case, the single identifiable asset or the group of similar assets is not deemed to be a business and is instead deemed to be an asset. If this is not the case, the Company then further evaluates whether the single identifiable asset or group of similar identifiable assets and activities includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If so, the Company concludes that the single identifiable asset or group of similar identifiable assets and activities is a business.

The Company accounts for business combinations using the acquisition method of accounting. Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill, which is not amortized for accounting purposes but is subject to testing for impairment at least annually. Acquired in-process research and development (IPR&D) is recognized at fair value and initially characterized as an indefinite-lived intangible asset, irrespective of whether the acquired IPR&D has an alternative future use. Transaction costs related to business combinations are expensed as incurred. Determining the fair value of assets acquired and liabilities assumed in a business combination requires management to use significant judgment and estimates, especially with respect to intangible assets.

During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations as operating expenses or income.

To date, the Company has not recorded any acquisitions as a business combination.

Asset Acquisitions

The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to acquire IPR&D with no alternative future use is charged to expense at the acquisition date.

Patent Costs

All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses.

Stock-Based Compensation

The Company measures stock options and other stock-based awards granted to employees, non-employees and directors based on their fair value on the date of the grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. The Company applies the straight-line method of expense recognition to all awards with only service-based vesting conditions and applies the graded-vesting method to all awards with performance-based vesting conditions or to awards with both service-based and performance-based vesting conditions.

For performance-based stock options, we begin to recognize expense when we determine that the achievement of such performance conditions is deemed probable. This determination requires significant judgment by management. At the probable date, we record a cumulative expense catch-up, with remaining expense amortized over the remaining service period.

The Company estimates the fair value of stock-based awards to employees and non-employees using the Black-Scholes option-pricing model, which requires the input of highly subjective assumptions, including (a) the expected volatility of its stock, (b) the expected term of the award, (c) the risk-free interest rate, and (d) expected dividends. Due to the lack of a sufficient history of public trading of the Company’s common stock and a lack of sufficient company-specific historical and implied volatility data, the Company has based the estimate of expected volatility on the historical volatility of a group of companies in the pharmaceutical and biotechnology industries in a similar stage of development and that are publicly traded. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. The Company has estimated the expected life of employee stock options using the "simplified" method, whereby, the expected life equals the average of the vesting term and the original contractual term of the option. The risk-free interest rates for periods within the expected life of the option are based on the U.S. Treasury yield curve in effect during the period the options were granted. The expected dividend yield of zero is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company accounts for forfeitures as they occur.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For the years ended December 31, 2021 and 2020, there were no elements of other comprehensive loss.

Net Income (Loss) per Share

Basic net income (loss) per common share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period.

Diluted net income (loss) per common share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options. Accordingly, in periods in which the Company reported a net loss, dilutive common shares were not assumed to have been issued as their affect was anti-dilutive, and as a result, diluted net loss per common share was the same as basic net loss per common share.

Income Taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies.

The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties.

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12 Simplifying the Accounting for Income Taxes, which eliminates the need for an organization to analyze whether the following apply in a given period: (1) exception to the incremental approach for intra-period tax allocation; (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments; and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The Company adopted ASU 2019-12 on January 1, 2021. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) related to the measurement and disclosure requirements for convertible instruments and contracts in an entity’s own equity. The pronouncement simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments and the settlement assessment for contracts in an entity’s own equity. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021 and early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company does not expect that this standard will have a material effect on its consolidated financial statements.

Fair Value Measurements of Financial Assets and Liabilities

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets and Liabilities

3. Fair Value Measurements of Financial Assets and Liabilities

The following tables present the Company’s fair value hierarchy for its financial assets and liabilities, which are measured at fair value on a recurring basis (in thousands):

	Fair Value Measurements at December 31, 2021 Using:
	Level 1		Level 2		Level 3		Total
Liabilities:
CVR Liability	$	—	$	—	$	3,060	$	3,060
Total Liabilities	$	—	$	—	$	3,060	$	3,060

	Fair Value Measurements at December 31, 2020 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	—	$	486	$	—	$	486
Total Assets	$	—	$	486	$	—	$	486
Liabilities:
CVR Liability	$	—	$	—	$	5,531	$	5,531
Total Liabilities	$	—	$	—	$	5,531	$	5,531

Money market funds were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy.

On July 6, 2020, the Company issued a non-transferrable CVR, which was distributed to stockholders of record as of the close of business on July 6, 2020, and prior to the issuance of any shares to acquire Kiq or sold to the PIPE investors. Holders of the CVR are entitled to receive common shares and/or cash payments from proceeds received by the Company, if any, related to the disposition of its legacy cell therapy assets for a period of three years from July 2020. In accordance with the terms of the CVR agreement, the payment to CVR holders will be made in shares or cash, depending on the timing of the receipt of the sales proceeds by the Company. For sales proceeds received by the Company prior to December 31, 2020, CVR holders were entitled to receive payment in the form of common shares of the Company. For sales proceeds received by the Company after December 31, 2020 and prior to July 2023, CVR holders are entitled to receive payment in cash.

The Company classifies the CVR as a liability on its consolidated balance sheet. The fair value of the CVR liability was determined using the probability weighted discounted cash flow method to estimate future cash flows associated with the sale of the legacy cell therapy assets, including the BOXR platform, ACTR platform and other fixed assets based on assumptions at the date of the CVR issuance and each subsequent quarterly period end, less certain permitted deductions. For sales proceeds received by the Company prior to December 31, 2020, the number of common shares to be received by CVR holders was determined by dividing the proceeds received by the Company by the closing price of the Company’s common stock on July 6, 2020 of $8.80. The closing price of the Company’s common stock at each measurement date through February 2021 was used to determine the fair value of the share payments included in the CVR liability. The liability measured at the date of CVR issuance was recorded as a common stock dividend, returning capital to the legacy stockholders of record as of the close of business on July 6, 2020. Changes in fair value of the liability are recognized as a component of Other income (expense) in the consolidated statement of operations and comprehensive loss. The CVR liability was valued based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. On August 28, 2020, the Company sold the BOXR Platform and subsequently sold additional fixed assets, triggering a payment to CVR holders. In November 2020, the Company issued 707,938 CVR shares of common stock in partial settlement of the CVR liability. In February 2021, the Company issued an additional 212,429 shares of common stock and paid $0.1 million in partial settlement of the CVR liability. Any settlement of the remaining CVR liability will be a cash settlement.

The following table sets forth a summary of the changes in the fair value of the Company’s CVR liability (in thousands):


Balance at December 31, 2019	$	—
Fair value at CVR issuance		11,450
Change in fair value		1,025
CVR settlement		(6,944	)
Balance at December 31, 2020	$	5,531
Fair value at CVR issuance		—
Change in fair value		(343	)
CVR settlement		(2,128	)
Balance at December 31, 2021	$	3,060

During the years ended December 31, 2021 and 2020, there were no transfers between Level 1, Level 2 and Level 3.

- 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

Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

9. Stock-Based Compensation

2018 Stock Option and Incentive Plan

The Company’s 2018 Stock Option and Incentive Plan, (the “2018 Plan”), which became effective on March 27, 2018, provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights. The number of shares

initially reserved for issuance under the 2018 Plan was 700,180. Additionally, the shares of common stock that remained available for issuance under the previously outstanding 2015 Stock Incentive Plan (the “2015 Plan”) became available under the 2018 Plan. The number of shares reserved for the 2018 Plan automatically increases on each January 1 by 4% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or a lesser number of shares determined by the Company’s board of directors. The shares of common stock underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, repurchased or are otherwise terminated by the Company under the 2018 Plan or the 2015 Plan will be added back to the shares of common stock available for issuance under the 2018 Plan. The number of authorized shares reserved for issuance under the 2018 Plan was increased by 1,752,237 shares effective as of January 1, 2022.

On June 16, 2021, at the Company’s 2021 annual stockholder meeting, the Company’s stockholders approved the amendment and restatement of the 2018 Stock Plan to increase the number of shares of common stock issuable under the 2018 Plan by 6,000,000 shares. Upon stockholder approval, in accordance with ASC 718- Compensation- Stock Compensation, a grant date was established for accounting purposes with respect to 3,402,768 options previously granted to employees and non-employee directors during the year ended December 31, 2021, which were subject to stockholder approval of the amendment and restatement of the 2018 Plan. As of December 31, 2021, 3,079,208 shares of common stock remain available for issuance under the 2018 Plan.

Inducement Plan

On October 22, 2020, the board of directors adopted the Cogent Biosciences, Inc. 2020 Inducement Plan (the “Inducement Plan”). The board of directors also adopted a form of non-qualified stock option agreement for use with the Inducement Plan. A total of 3,750,000 shares of common stock have been reserved for issuance under the Inducement Plan, subject to adjustment for stock dividends, stock splits, or other changes in Cogent’s common stock or capital structure. On November 5, 2020, the Company filed a Registration on Form S-8 related to the 3,750,000 shares of its common stock reserved for issuance under the Inducement Plan. The Company has granted 3,021,005 options under the Inducement Plan, of which 1,160,400 were granted during the year ended December 31, 2021. As of December 31, 2021, 728,995 shares of common stock remain available for issuance under the Inducement Plan.

2018 Employee Stock Purchase Plan

The Company’s 2018 Employee Stock Purchase Plan (the “ESPP”) became effective on March 28, 2018, at which time a total of 78,500 shares of common stock were reserved for issuance. In addition, the number of shares of common stock that may be issued under the ESPP automatically increases on each January 1 through January 1, 2027, by the least of (i) 125,000 shares of common stock, (ii) 1% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or (iii) such lesser number of shares as determined by the ESPP administrator. The number of authorized shares reserved for issuance under the ESPP was increased by 125,000 shares effective as of January 1, 2022. In July 2021, 4,497 shares were issued to employees under the ESPP. As of December 31, 2021, 336,919 shares remain available for issuance under the ESPP.

Stock Option Valuation

The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the fair value of stock options granted to employees and directors:

	Year Ended December 31,
	2021			2020
Risk-free interest rate		1.26	%		0.64	%
Expected volatility		75.30	%		79.13	%
Expected dividend yield		—			—
Expected life (in years)		6.21			6.23

Stock Option Activity

The following table summarizes the activity of our 2018 Stock Option and Incentive Plan and the Inducement Plan, excluding performance-based stock options:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Contractual Term		Aggregate Intrinsic Value
						(in years)		(in thousands)
Outstanding as of December 31, 2020		3,253,033		$	11.19
Granted		5,967,582			8.98
Exercised		(15,758	)		1.53
Forfeited		(411,231	)		14.04
Outstanding as of December 31, 2021		8,793,626		$	9.57		9.1	$	2,756
Vested and expected to vest as of December 31, 2021		8,793,626		$	9.57		9.1	$	2,756
Options exercisable as of December 31, 2021		1,354,511		$	9.50		8.7	$	1,689

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had strike prices lower than the fair value of the Company’s common stock.

The aggregate intrinsic value of options exercised during the years ended December 31, 2021 and 2020 was $0.1 million and $2.3 million, respectively. The weighted average grant-date fair value of awards granted during the years ended December 31, 2021 and 2020 was $5.93 per share and $5.84 per share, respectively.

Employee Stock Purchase Plan

We estimate the fair value of shares to be issued under the 2018 Employee Stock Purchase Plan using the Black-Scholes option-pricing model on the date of grant, or first day of the offering period. The following table summarizes information pertaining to stock purchase rights granted under the employee stock purchase plan, during the years indicated:

	Year Ended December 31,
	2021			2020
Risk-free interest rate		0.06	%		1.56	%
Expected volatility		66.85	%		76.44	%
Expected dividend yield		—			—
Expected life (in years)		0.50			0.50

Stock-Based Compensation

The following table summarizes stock-based compensation expense during the years ended December 31, 2021, in thousands:

	Year Ended December 31,
	2021		2020
Stock-based compensation expense by type of award:
Time-based stock options	$	11,361	$	5,042
Time-based restricted stock units		—		693
Employee stock purchase plan		65		20
Non-employee stock options		260		262
Total	$	11,686	$	6,017

The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands):

	Year Ended December 31,
	2021		2020
Research and development expenses	$	4,392	$	2,606
General and administrative expenses		7,294		3,411
Total	$	11,686	$	6,017

On April 8, 2020, the Company launched a tender offer to certain employee option holders, subject to specified conditions, to exchange some or all of their outstanding options to purchase shares of common stock, par value $0.001 per share, for equivalent number of new options to purchase shares of the Company’s common stock. Pursuant to the exchange offer, all eligible employees elected to exchange outstanding options, and the Company accepted for cancellation options to purchase an aggregate of 542,418 shares of the Company’s common stock.

On May 7, 2020, immediately following the expiration of the exchange offer, the Company granted new options to purchase 542,418 shares of common stock, pursuant to the terms of the exchange offer and the Company’s 2018 Plan. As a result, the exercise price was determined to be $1.68, the fair value of the Company’s closing stock price on the grant date. No other terms of the exchanged stock options were modified, and the stock options continued to vest according to their original vesting schedules and retained their original expiration dates. The Company accounted for the exchange offer as an option modification and as a result, recorded $0.2 million in incremental stock-based compensation expense during the year ended December 31, 2020.

On July 6, 2020, all then outstanding stock options became fully vested in connection with the Kiq Acquisition, resulting in acceleration of stock compensation expense of $2.9 million, which was recognized in the year ended December 31, 2020.

As of December 31, 2021, total unrecognized compensation cost related to the unvested stock-based options was $42.4 million, which is expected to be recognized over a weighted average period of 3.12 years.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

10. Income Taxes

Income Taxes

During the years ended December 31, 2021 and 2020, the Company recorded no current or deferred income tax benefits for the net operating losses or research and development tax credits generated in each year due to its uncertainty of realizing a benefit from those items. The Company had no foreign operations.

A reconciliation of the U.S. 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 taxes, net of federal benefit		(2.9	)		(1.7	)
Federal and state research and development tax credits		(4.0	)		(3.4	)
Nondeductible stock compensation		1.4			0.5
IPR&D expense		-			12.3
IRC Section 382 limit on attributes		(0.1	)		26.4
Other items		0.5			1.2
Increase in deferred tax asset valuation allowance		26.1			(14.3	)
Effective income tax rate		0.0	%		0.0	%

Net deferred tax assets as of December 31, 2021 and 2020 consisted of the following (in thousands):

	December 31,
	2021			2020
Deferred tax assets (liabilities):
Net operating loss carryforwards	$	30,147		$	13,618
Research and development and investment tax credits		3,719			856
Accrued expenses		734			374
Capitalized start-up costs		63			76
Capitalized research and development expense		8,529			10,317
Operating lease right-of-use assets		(703	)		(1,260	)
Operating lease liabilities		800			1,421
Contingent consideration		862			928
Stock compensation		2,257			1,149
Other		279			320
Total deferred tax assets		46,687			27,799
Valuation allowance		(46,687	)		(27,799	)
Net deferred tax assets	$	—		$	—

As of December 31, 2021, the Company had U.S. federal and state net operating loss carryforwards of $128.8 million and $47.1 million, respectively, which may be available to offset future income tax liabilities and begin to expire in 2035. Of the federal net operating loss carryforwards at December 31, 2021, $125.5 million is available to be carried forward indefinitely but can only offset 80% of taxable income per year. As of December 31, 2021, the Company also had U.S. federal and state research and development tax credit carryforwards of $3.1 million and $0.8 million, respectively, which may be available to offset future income tax liabilities and begin to expire in 2040 and 2035, respectively.

Utilization of the U.S. federal and state net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year period.

As a result of the shares issued in July 2020 related to the acquisition of Kiq and the sale of Series A convertible preferred stock, the Company has experienced a change in ownership, as defined by Section 382. As a result of the ownership change, utilization of the federal and state net operating loss carryforwards and research and development tax credit carryforwards is subject to annual limitation under Section 382. Under Section 382, the annual limitation is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. This limitation resulted in the expiration of federal and state net operating loss carryforwards before utilization of $26.9 million and $79.5 million, respectively, and federal and state research and development tax credit carryforwards before utilization of $6.6 million and $2.0 million, respectively. We have written off these gross deferred tax attributes, which were previously fully reserved for, in 2020. As of December 31, 2021, approximately $63.1 million and $3.0 million of federal and state net operating losses, respectively, as well as $10.6 million of future amortization for federal purposes were subject to the July 6 limitation of $0.3 million per year. A second ownership change occurred in December 2020 as a result of the underwritten public offering of common stock which resulted in a limitation of tax attributes generated from July 7, 2020 to December 1, 2020. The December 1, 2020 ownership change is not expected to have a material impact to the Company’s net operating loss carryforwards or research and development tax credit carryforwards as these net operating losses and tax credit carryforwards may be utilized, subject to annual limitation, assuming sufficient taxable income is generated before expiration.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of December 31, 2021 and 2020. Management reevaluates the positive and negative evidence at each reporting period.

Changes in the valuation allowance for deferred tax assets during the year ended December 31, 2021 related primarily to the operating losses occurring during the year. Changes in the valuation allowance for deferred tax assets during the year ended December 31, 2020 related primarily to the decrease in net operating loss carryforwards and research and development tax credit carryforwards as a result of the limitation under Section 382 and were as follows (in thousands):

	Year Ended December 31,
	2021		2020
Valuation allowance as of beginning of year	$	27,799	$	38,487
Decreases recorded as benefit to income tax provision		—		(10,688	)
Increases recorded to income tax provision		18,888		—
Valuation allowance as of end of year	$	46,687	$	27,799

As of December 31, 2021 and 2020, the Company had not recorded any amounts for unrecognized tax benefits. 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 statute of limitations for assessment by the Internal Revenue Service and state tax authorities remains open for all years since 2018. The Company’s tax attributes related to years prior to 2018 can still be adjusted under audit. No federal or state tax audits are currently in process.

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

11. Commitments and Contingencies

Operating Leases

Corporate Headquarters- Cambridge, MA

The Company leases office and laboratory space in Cambridge, MA for its corporate headquarters under a non-cancelable operating lease (the “Cambridge Lease”) that expires in April 2023, with the Company’s option to extend for an additional five-year term. The lessee has the right to terminate the lease in the event of the inability to use the space due to substantial damage while the lessor has the right to terminate the lease for tenant’s default of lease financial obligations. Per the terms of the Cambridge Lease, the Company does not have any residual value guarantees. This extension has not been considered in the determination of the lease liability as the Company is not obligated to exercise its option and it is not reasonably certain that the option will be exercised. The lease payments include fixed lease payments that escalate over the term of the lease on an annual basis. The Cambridge Lease is a net lease, as the non-lease components (i.e. common area maintenance) are paid separately from rent based on actual costs incurred. Therefore, the non-lease component and related payments are not included in the right-of-use asset and liability and are reflected as an expense in the period incurred. The discount rate used in determining the lease liability represents the Company’s incremental borrowing rate as the rate implicit in the lease could not be readily determined.

On August 28, 2020, the Company amended the lease (the “Cambridge Lease Amendment”) resulting in increased annual rent payments. No other terms of the Cambridge Lease were changed. The Company determined that the lease modification did not grant an additional right of use and concluded that the modification was not a separate new lease, but rather that it should reassess and remeasure the right-of-use asset and lease liability on the effective date of the modification. The Company increased the right-of-use asset and operating lease liabilities by $0.9 million, respectively.

Concurrent with the Cambridge Lease Amendment and the BOXR sale, the Company entered into a sublease (the “Cambridge Sublease Agreement”) for a significant portion of the leased premises for the remaining term of the lease. Under the terms of the Cambridge Sublease Agreement, the sublessee leased approximately 70% of the facility and is responsible for the corresponding percentage of operating lease costs and variable lease costs. Variable lease costs include common area maintenance and other operating charges.

The elements of the lease expense, net of sublease income, were as follows (in thousands):

	Year Ended December 31, 2021			Year Ended December 31, 2020
Lease cost
Operating lease cost	$	2,424		$	2,079
Variable lease cost (1)		825			890
Sublease income		(2,468	)		(770	)
Total lease cost	$	781		$	2,199

Other information
Cash paid for amounts included in the measurement of lease liabilities	$	3,250		$	2,947
Remaining lease term		1.33			2.33
Discount rate		9.50	%		9.50	%

(1)	The variable lease costs for the year ended December 31, 2021 include common area maintenance and other operating charges.

Future minimum lease payments under the operating lease as of December 31, 2021 are as follows (in thousands):

Year Ending December 31,
2022		2,497
2023		841
Total future minimum lease payments		3,338
Less: imputed interest		183
Total operating lease liability	$	3,155
Included in the consolidated balance sheet:
Current operating lease liability		2,324
Operating lease liability, net of current portion		831
Total operating lease liability	$	3,155

Under the terms of the Cambridge Lease, the Company issued a $1.3 million letter of credit to the landlord as collateral for the leased facility. The underlying cash collateralizing this letter of credit has been classified as non-current restricted cash in the accompanying consolidated balance sheets. This is a refundable deposit and not a lease payment. Under the terms of the Cambridge Sublease Agreement, the sublessee obtained a letter of credit for $1.3 million for the benefit of the Company. This has been excluded from the undiscounted cash flows above.

Boulder Lease

On July 6, 2021, the Company entered into a lease agreement (the “Boulder Lease”) pursuant to which the Company leases approximately 38,075 square feet at 4840 Pearl East Circle, Boulder, Colorado, which will include office and laboratory space.

Boulder Lease payments will begin upon the earlier of (i) substantial completion of the Improvements or (ii) May 1, 2022. The Company will be entitled to 14 months of free rent, followed by an initial Boulder Lease term of 12 years. The Company also has the option to extend the Boulder Lease for three successive five-year terms. Upon the commencement of its obligation to pay rent, the Company will pay the landlord base rent at an initial rate of $40.00 per square foot per year. Rent will be payable in equal monthly installments and subject to 2.5% annual increases over the term. Additionally, the Company is responsible for reimbursing the landlord for its share of the building’s property taxes and operating expenses. In connection with the Boulder Lease, the Company provided a cash security deposit to the landlord in an amount of $0.7 million which is recorded in Other Assets in the consolidated balance sheet as of December 31, 2021.

The Company expects to incur construction costs of $8.0 million to $10.0 million to build out the Boulder facility. The landlord will contribute an aggregate of approximately $6.9 million toward the cost of landlord assets (the “Improvements”),

as well as an additional amount of up to approximately $2.3 million in the form of a tenant improvement loan at an annual interest rate of 6%. Any monies borrowed under the tenant improvement loan are required to be repaid over the Boulder Lease term of 12 years.

The Company has determined this is a lease under ASC 842. The Company gained access to the leased space on August 14, 2021, to commence construction of the Improvements. As of December 31, 2021, the Company has determined that it does not have control of the space, as defined in ASC 842, during the construction period and as such, the accounting lease commencement date has not occurred for the Boulder Lease as of December 31, 2021. Therefore, the Company will not record a right-of-use asset or lease liability for the Boulder Lease until the accounting lease commencement date which is expected to be in 2022. The Company has determined the cost of Improvements during the construction period are lessor assets and considered a prepayment of lease under ASC 842. The Company has paid $1.1 million towards the construction of lessor assets, which is included in Other Assets in the consolidated balance sheet as of December 31, 2021.

License Agreements

Plexxikon License Agreement

In July 2020, the Company obtained an exclusive, sublicensable, worldwide license (the “License Agreement”) to certain patents and other intellectual property rights to research, develop and commercialize bezuclastinib. Under the terms of the License Agreement, the Company is required to pay Plexxikon Inc. (“Plexxikon”) aggregate payments of up to $7.5 million upon the satisfaction of certain clinical milestones, of which $2.5 million may become payable in the next twelve months as a result of the progression of our on-going clinical studies, and up to $25.0 million upon the satisfaction of certain regulatory milestones.

The Company is also required to pay Plexxikon tiered royalties ranging from a low-single digit percentage to a high-single digit percentage on annual net sales of products. These royalty obligations last on a product-by-product basis and country-by-country basis until the latest of (i) the date on which there is no validate claim of a licensed Plexxikon patent covering a subject product in such country or (ii) the 10^th anniversary of the date of the first commercial sale of the product in such country. In addition, if the Company sublicenses the rights under the License Agreement, the Company is required to pay a certain percentage of the sublicense revenue to Plexxikon ranging from mid-double digit percentages to mid-single digit percentages, depending on whether the sublicense is entered into prior to or after certain clinical trial events.

The license agreement will expire on a country-by-country and licensed product-by-licensed product basis until the later of the last to expire of the patents covering such licensed products or services or the 10-year anniversary of the date of first commercial sale of the licensed product in such country. The Company may terminate the license agreement within 30 days after written notice in the event of a material breach. The Company may also terminate the agreement upon written notice in the event of the Company’s bankruptcy, liquidation or insolvency. In addition, the Company has the right to terminate this agreement in its entirety at will upon 90 days’ advance written notice to Plexxikon.

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any claims under indemnification arrangements that will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2021 or 2020.

Legal Proceedings

The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Principles of Consolidation

Use of Estimates

Risks and Uncertainties

Impact of the COVID-19 Coronavirus

Concentrations of Credit Risk and of Significant Suppliers

Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents.

Restricted Cash

Restricted cash consists of security deposits in separate restricted bank accounts as required under the terms of the Company’s lease agreement for its Corporate Office in Cambridge, Massachusetts.

Property and Equipment

		Estimated Useful Life
Laboratory equipment		5 years
Computer equipment and software		3 years
Furniture and fixtures		5 years
Leasehold improvements		Shorter of life of lease or 10 years

Impairment of Long-Lived Assets

Fair Value Measurements

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Convertible Preferred Stock

Segment Information

Leases

Research and Development Costs

Research Contract Costs and Accruals

Business Combinations

To date, the Company has not recorded any acquisitions as a business combination.

Asset Acquisitions

Patent Costs

Stock-Based Compensation

Comprehensive Loss

Net Income (Loss) per Share

Income Taxes

Recently Adopted and Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

Fair Value Measurements of Financial Assets and Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities at Fair Value on Recurring Basis

The following tables present the Company’s fair value hierarchy for its financial assets and liabilities, which are measured at fair value on a recurring basis (in thousands):

	Fair Value Measurements at December 31, 2021 Using:
	Level 1		Level 2		Level 3		Total
Liabilities:
CVR Liability	$	—	$	—	$	3,060	$	3,060
Total Liabilities	$	—	$	—	$	3,060	$	3,060

	Fair Value Measurements at December 31, 2020 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	—	$	486	$	—	$	486
Total Assets	$	—	$	486	$	—	$	486
Liabilities:
CVR Liability	$	—	$	—	$	5,531	$	5,531
Total Liabilities	$	—	$	—	$	5,531	$	5,531

Summary of Changes in the Fair Value of Company's CVR Liability


Balance at December 31, 2019	$	—
Fair value at CVR issuance		11,450
Change in fair value		1,025
CVR settlement		(6,944	)
Balance at December 31, 2020	$	5,531
Fair value at CVR issuance		—
Change in fair value		(343	)
CVR settlement		(2,128	)
Balance at December 31, 2021	$	3,060

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Schedule of Fair Value Option Granted

	Year Ended December 31,
	2021			2020
Risk-free interest rate		1.26	%		0.64	%
Expected volatility		75.30	%		79.13	%
Expected dividend yield		—			—
Expected life (in years)		6.21			6.23

Schedule of Common Stock Option Activity

The following table summarizes the activity of our 2018 Stock Option and Incentive Plan and the Inducement Plan, excluding performance-based stock options:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Contractual Term		Aggregate Intrinsic Value
						(in years)		(in thousands)
Outstanding as of December 31, 2020		3,253,033		$	11.19
Granted		5,967,582			8.98
Exercised		(15,758	)		1.53
Forfeited		(411,231	)		14.04
Outstanding as of December 31, 2021		8,793,626		$	9.57		9.1	$	2,756
Vested and expected to vest as of December 31, 2021		8,793,626		$	9.57		9.1	$	2,756
Options exercisable as of December 31, 2021		1,354,511		$	9.50		8.7	$	1,689

Summary of Information Pertaining to Stock Purchase Rights Granted under Employee Stock Purchase Plan

The following table summarizes information pertaining to stock purchase rights granted under the employee stock purchase plan, during the years indicated:

	Year Ended December 31,
	2021			2020
Risk-free interest rate		0.06	%		1.56	%
Expected volatility		66.85	%		76.44	%
Expected dividend yield		—			—
Expected life (in years)		0.50			0.50

Schedule of Stock-based Compensation Expense by Type of Award

The following table summarizes stock-based compensation expense during the years ended December 31, 2021, in thousands:

	Year Ended December 31,
	2021		2020
Stock-based compensation expense by type of award:
Time-based stock options	$	11,361	$	5,042
Time-based restricted stock units		—		693
Employee stock purchase plan		65		20
Non-employee stock options		260		262
Total	$	11,686	$	6,017

Schedule of Stock Based Compensation Expense

The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands):

	Year Ended December 31,
	2021		2020
Research and development expenses	$	4,392	$	2,606
General and administrative expenses		7,294		3,411
Total	$	11,686	$	6,017

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the U.S. 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 taxes, net of federal benefit		(2.9	)		(1.7	)
Federal and state research and development tax credits		(4.0	)		(3.4	)
Nondeductible stock compensation		1.4			0.5
IPR&D expense		-			12.3
IRC Section 382 limit on attributes		(0.1	)		26.4
Other items		0.5			1.2
Increase in deferred tax asset valuation allowance		26.1			(14.3	)
Effective income tax rate		0.0	%		0.0	%

Schedule of Deferred Tax Assets

Net deferred tax assets as of December 31, 2021 and 2020 consisted of the following (in thousands):

	December 31,
	2021			2020
Deferred tax assets (liabilities):
Net operating loss carryforwards	$	30,147		$	13,618
Research and development and investment tax credits		3,719			856
Accrued expenses		734			374
Capitalized start-up costs		63			76
Capitalized research and development expense		8,529			10,317
Operating lease right-of-use assets		(703	)		(1,260	)
Operating lease liabilities		800			1,421
Contingent consideration		862			928
Stock compensation		2,257			1,149
Other		279			320
Total deferred tax assets		46,687			27,799
Valuation allowance		(46,687	)		(27,799	)
Net deferred tax assets	$	—		$	—

Changes in Valuation Allowance for Deferred Tax Assets

	Year Ended December 31,
	2021		2020
Valuation allowance as of beginning of year	$	27,799	$	38,487
Decreases recorded as benefit to income tax provision		—		(10,688	)
Increases recorded to income tax provision		18,888		—
Valuation allowance as of end of year	$	46,687	$	27,799

Nature of the Business and Basis of Presentation - Additional Information (Detail) - USD ($)						12 Months Ended
	Feb. 08, 2021	Dec. 04, 2020	Sep. 22, 2020	Jul. 09, 2020	Jul. 06, 2020	Dec. 31, 2021	Dec. 31, 2020	Aug. 28, 2020
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Proceeds from issuance of common stock to LPC							$ 25,000,000
Net loss						$ (72,273,000)	(74,808,000)
Accumulated deficit						$ (270,973,000)	$ (198,700,000)
Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Proceeds from issuance of equity and debt financing	$ 200,000,000.0
SVB Leerink LLC [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Shares of common stock issued and sold						3,954,900
Proceeds from issuance of common stock to LPC						$ 38,000,000.0
SVB Leerink LLC [Member] \| Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Public offering price, per share						$ 10.30
Stock offering cost	$ 75,000,000.0
SVB Leerink LLC [Member] \| Minimum [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Public offering price, per share						$ 9.25
BOXR Platform [Member] \| Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] \| SOTIO [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Disposal group, not discontinued operation, upfront payment								$ 8,100,000
BOXR Platform [Member] \| Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] \| SOTIO [Member] \| Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Disposal group, not discontinued operation, cash consideration								11,500,000
Disposal group, not discontinued operation, potential milestone payments upon achievement of specified claims issuance								$ 3,400,000
Underwritten Public Offering [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Shares of common stock issued and sold		11,794,872
Public offering price, per share		$ 9.75
Underwriters exercise period option		30 days
Exercise of stock options additional shares of common stock		1,538,461
Proceeds from issuance of common stock to LPC		$ 107,700,000
Underwriting discounts and commissions expenses		6,900,000
Offering expenses		$ 400,000
Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Exercise of stock options additional shares of common stock						15,758	384,125
Kiq LLC [Member] \| Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Shares of common stock issued and sold			1,558,975		1,558,975
Kiq LLC [Member] \| Series A Preferred Stock [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Shares of common stock issued and sold					44,687
Gross proceeds from private placement				$ 104,400,000
Net proceeds from private placement after deducting commissions and offering costs				$ 98,900,000
Kiq LLC [Member] \| Series A Preferred Stock [Member] \| Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Shares of common stock issued and sold				118,638

Summary of Significant Accounting Policies - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2021 USD ($) Segment	Dec. 31, 2020 USD ($)
Significant Accounting Policies [Line Items]
Impairment losses on long-lived assets \| $	$ 0	$ 0
Number of operating segment \| Segment	1
Expected dividend yield	0.00%
Accounting Standards Update 2019-12 [Member]
Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	true
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2021
Change in accounting principle, accounting standards update, immaterial effect [true false]	true

- Definition

Indicates (true false) whether accounting standards update was adopted.

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+ Details

Preferred Stock, Series A Non-Voting Convertible Preferred Stock and Common Stock - Additional Information (Detail)							12 Months Ended
	Feb. 08, 2021 USD ($)	Dec. 04, 2020 USD ($) $ / shares shares	Nov. 06, 2020	Sep. 22, 2020 shares	Jul. 09, 2020 USD ($) $ / shares shares	Jul. 06, 2020 shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares
Class Of Stock [Line Items]
Common stock, Shares authorized							150,000,000	150,000,000
Common stock, Par value \| $ / shares							$ 0.001	$ 0.001
Preferred stock shares authorized including designated and undesignated							10,000,000
Preferred stock, par value \| $ / shares							$ 0.001	$ 0.001
Preferred stock, shares authorized							9,000,000	9,000,000
Non-voting convertible preferred stock, shares outstanding							0	0
BCF recognized in additional paid-in capital \| $					$ 104,400
Preferred stock, shares issued							0	0
Preferred stock, shares outstanding							0	0
Common stock, Shares issued				42,390,225			43,805,922	32,347,905
Net proceeds from public offering \| $								$ 107,729,000
Proceeds from issuance of common stock to LPC \| $								$ 25,000,000
SVB Leerink LLC [Member]
Class Of Stock [Line Items]
Shares of common stock issued and sold							3,954,900
Proceeds from issuance of common stock to LPC \| $							$ 38,000,000.0
Private Placement [Member]
Class Of Stock [Line Items]
Common stock issuable upon the conversion of preferred stock				29,659,500
Underwritten Public Offering [Member]
Class Of Stock [Line Items]
Shares of common stock issued and sold		11,794,872
Public offering price, per share \| $ / shares		$ 9.75
Net proceeds from public offering \| $		$ 107,700,000
Underwriting discounts and commissions and offering expenses \| $		$ 7,300,000
Kiq LLC [Member]
Class Of Stock [Line Items]
Common stock issuable upon the conversion of preferred stock				11,171,750
Minimum [Member] \| SVB Leerink LLC [Member]
Class Of Stock [Line Items]
Public offering price, per share \| $ / shares							$ 9.25
Maximum [Member]
Class Of Stock [Line Items]
Proceeds from issuance of equity and debt financing \| $	$ 200,000,000.0
Maximum [Member] \| SVB Leerink LLC [Member]
Class Of Stock [Line Items]
Public offering price, per share \| $ / shares							$ 10.30
Stock offering cost \| $	$ 75,000,000.0
Maximum [Member] \| Underwritten Public Offering [Member]
Class Of Stock [Line Items]
Shares of common stock issued and sold		1,538,461
Common Stock [Member]
Class Of Stock [Line Items]
Conversion of preferred stock into common stock, Shares							7,238,750	7,770,250
Common stock voting right							Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.
Reverse stock split description			1-for-4
Reverse stock split ratio			0.25
Common Stock [Member] \| Underwritten Public Offering [Member]
Class Of Stock [Line Items]
Shares of common stock issued and sold								11,794,872
Common Stock [Member] \| Kiq LLC [Member]
Class Of Stock [Line Items]
Shares of common stock issued and sold				1,558,975		1,558,975
Series A Preferred Stock [Member]
Class Of Stock [Line Items]
Preferred stock, par value \| $ / shares							$ 0.001
Preferred stock, shares authorized							1,000,000
Minimum percentage of originally issued shares remain issued and outstanding							40.00%
Convertible preferred stock, common stock issuable upon conversion							250
Conversion of preferred stock into common stock, Shares							60,036
Percentage of preferred stock issued							36.80%
Preferred stock convertible beneficial conversion feature \| $					$ 104,400,000
Closing stock price per share \| $ / shares					$ 12.04
Conversion price per share \| $ / shares					$ 3.52
Actual gross proceeds received \| $					$ 104,400,000
Series A Preferred Stock [Member] \| Private Placement [Member]
Class Of Stock [Line Items]
Common stock issued upon conversion of preferred stock				118,638
Series A Preferred Stock [Member] \| Kiq LLC [Member]
Class Of Stock [Line Items]
Common stock issued upon conversion of preferred stock				44,687
Shares of common stock issued and sold						44,687
Series A Preferred Stock [Member] \| Kiq LLC [Member] \| Private Placement [Member]
Class Of Stock [Line Items]
Shares of common stock issued and sold					118,638
Series A Preferred Stock [Member] \| Minimum [Member]
Class Of Stock [Line Items]
Beneficial ownership limitation percentage for conversion of common stock issued and outstanding							4.90%
Series A Preferred Stock [Member] \| Maximum [Member]
Class Of Stock [Line Items]
Beneficial ownership limitation percentage for conversion of common stock issued and outstanding							19.90%
Series A Preferred Stock [Member] \| Common Stock [Member]
Class Of Stock [Line Items]
Cumulative amount of shares conversion							15,009,000
Series A Convertible Preferred Stock [Member]
Class Of Stock [Line Items]
Preferred stock, par value \| $ / shares							$ 0.001	$ 0.001
Preferred stock, shares authorized							1,000,000	1,000,000
Non-voting convertible preferred stock, shares outstanding							103,289	132,244
Common stock issued upon conversion of preferred stock							25,822,250
Preferred stock, shares issued							103,289	132,244
Preferred stock, shares outstanding							103,289	132,244

Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions						12 Months Ended		14 Months Ended
	Jan. 01, 2022	Jun. 16, 2021	May 07, 2020	Mar. 28, 2018	Mar. 27, 2018	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Jul. 31, 2021	Nov. 05, 2020	Oct. 22, 2020	Sep. 22, 2020	Apr. 08, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock shares issued						43,805,922	32,347,905	43,805,922				42,390,225
Aggregate intrinsic value of options exercised						$ 0.1	$ 2.3
Weighted average grant date fair value						$ 5.93	$ 5.84
Common stock, Par value						$ 0.001	$ 0.001	$ 0.001
2020 Inducement Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for issuance						728,995		728,995
Shares reserved for future issuance										3,750,000	3,750,000
Options granted						1,160,400		3,021,005
Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of increases in authorized shares													542,418
Common stock, Par value													$ 0.001
Exercise price			$ 1.68
Compensation cost related to incremental fair value of stock based awards							$ 0.2
Unrecognized compensation cost						$ 42.4		$ 42.4
Unrecognized compensation expenses, recognition period						3 years 1 month 13 days
Stock Option [Member] \| Kiq LLC [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense due to accelerated vesting of stock options							$ 2.9
2018 Stock Option and Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of increases in authorized shares					700,180
Percentage applied to the outstanding shares as annual increase in the number of shares authorized for issuance					4.00%
Increased in authorized shares reserved for issuance		6,000,000
Shares available for issuance						3,079,208		3,079,208
2018 Stock Option and Incentive Plan [Member] \| Subsequent Event [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increased in authorized shares reserved for issuance	1,752,237
2018 Stock Option and Incentive Plan [Member] \| Employees and Non-employee Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option grants						3,402,768
2018 Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for issuance						336,919		336,919
Shares reserved for future issuance				78,500
2018 Employee Stock Purchase Plan [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of increases in authorized shares				125,000
Percentage of shares of common stock available for issuance				1.00%
2018 Employee Stock Purchase Plan [Member] \| Subsequent Event [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increased in authorized shares reserved for issuance	125,000
2018 Employee Stock Purchase Plan [Member] \| Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock shares issued									4,497
Exchange Offer and 2018 Stock Option and Incentive Plan [Member] \| Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option grants			542,418

Stock-Based Compensation - Schedule of Common Stock Option Activity (Detail) - 2018 Stock Option and Incentive Plan and Inducement Plan [Member] $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options Outstanding, Beginning balance \| shares	3,253,033
Number of Options, Granted \| shares	5,967,582
Number of Options, Exercised \| shares	(15,758)
Number of Options, Forfeited \| shares	(411,231)
Number of Options Outstanding, Ending balance \| shares	8,793,626
Number of Options, Vested and expected to vest \| shares	8,793,626
Number of Options, Exercisable \| shares	1,354,511
Weighted Average Exercise Price, Outstanding, Beginning balance \| $ / shares	$ 11.19
Weighted Average Exercise Price, Granted \| $ / shares	8.98
Weighted Average Exercise Price, Exercised \| $ / shares	1.53
Weighted Average Exercise Price, Forfeited \| $ / shares	14.04
Weighted Average Exercise Price, Outstanding, Ending balance \| $ / shares	9.57
Weighted Average Exercise Price, Vested and expected to vest \| $ / shares	9.57
Weighted Average Exercise Price, Exercisable \| $ / shares	$ 9.50
Weighted Average Contractual Term, Outstanding, Ending balance	9 years 1 month 6 days
Weighted Average Contractual Term, Vested and expected to vest	9 years 1 month 6 days
Weighted Average Contractual Term, Exercisable	8 years 8 months 12 days
Aggregate Intrinsic Value, Outstanding \| $	$ 2,756
Aggregate Intrinsic Value, Vested and expected to vest \| $	2,756
Aggregate Intrinsic Value, Exercisable \| $	$ 1,689

Income Taxes - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jul. 06, 2020
Income Tax Disclosure [Line Items]
Current income tax benefits	$ 0	$ 0
Deferred income tax benefits	$ 0	0
Operating losses carried forward, expiration date	2035
Operating loss carryforwards, federal	$ 125,500,000
Percentage of net operating loss carry forward deductible from current year taxable income	80.00%
Annual limitation amount per year under section 382		300,000
Unrecognized tax benefits	$ 0	0
U.S. federal [Member]
Income Tax Disclosure [Line Items]
Net operating losses carryforwards	128,800,000
Research and development tax credits carryforwards	$ 3,100,000
Tax credit carryforwards, expiration year	2040
Operating loss carryforwards before utilization			$ 26,900,000
Research and development tax credit carryforwards before utilization			6,600,000
Net operating losses subject to limitation under section 382	$ 63,100,000
Future amortization (NOL equivalents) subject to limitation under section 382		$ 10,600,000
State [Member]
Income Tax Disclosure [Line Items]
Net operating losses carryforwards	47,100,000
Research and development tax credits carryforwards	$ 800,000
Tax credit carryforwards, expiration year	2035
Operating loss carryforwards before utilization			79,500,000
Research and development tax credit carryforwards before utilization			$ 2,000,000.0
Net operating losses subject to limitation under section 382	$ 3,000,000.0

Commitments and Contingencies - Additional Information (Detail)		1 Months Ended	12 Months Ended
	Jul. 06, 2021 USD ($) ft² $ / ft²	Jul. 30, 2020 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Aug. 28, 2020 USD ($)
Commitments And Contingencies Disclosure [Line Items]
Lease expiration month and year			2023-04
Lessee, operating lease, existence of option to extend			true
Operating Lease option to extend			the Company’s option to extend for an additional five-year term.
Right-of-use asset			$ 2,771,000	$ 4,615,000	$ 900,000
Operating lease liabilities			$ 3,155,000		$ 900,000
Percentage of sublease facility			70.00%
Plexxikon License Agreement [Member]
Commitments And Contingencies Disclosure [Line Items]
Aggregate payments received progression of on-going clinical studies		$ 2,500,000
License agreement expiration terms			The license agreement will expire on a country-by-country and licensed product-by-licensed product basis until the later of the last to expire of the patents covering such licensed products or services or the 10-year anniversary of the date of first commercial sale of the licensed product in such country. The Company may terminate the license agreement within 30 days after written notice in the event of a material breach. The Company may also terminate the agreement upon written notice in the event of the Company’s bankruptcy, liquidation or insolvency. In addition, the Company has the right to terminate this agreement in its entirety at will upon 90 days’ advance written notice to Plexxikon.
Maximum [Member] \| Plexxikon License Agreement [Member]
Commitments And Contingencies Disclosure [Line Items]
Aggregate payments received upon satisfaction of clinical milestones		7,500,000
Aggregate payments received		$ 25,000,000.0
Office and Laboratory Space [Member] \| The Boulder Lease [Member]
Commitments And Contingencies Disclosure [Line Items]
Lessee, operating lease, existence of option to extend	true
Operating Lease option to extend	The Company also has the option to extend the Boulder Lease for three successive five-year terms.
Lease deposit			$ 700,000
Area of lease agreement \| ft²	38,075
Lease description	Boulder Lease payments will begin upon the earlier of (i) substantial completion of the Improvements or (ii) May 1, 2022. The Company will be entitled to 14 months of free rent, followed by an initial Boulder Lease term of 12 years.
Lease, term of contract	12 years
Base rent initial rate per square foot \| $ / ft²	40.00
Rent annual increases percentage	2.50%
Aggregate cost of Improvements to landlord assets	$ 6,900,000
Tenant improvement	$ 2,300,000
Tenant improvement loan annual interest rate	6.00%
Tenant improvement loan repayment term	12 years
Office and Laboratory Space [Member] \| The Boulder Lease [Member] \| Minimum [Member]
Commitments And Contingencies Disclosure [Line Items]
Construction costs	$ 8,000.0
Office and Laboratory Space [Member] \| The Boulder Lease [Member] \| Maximum [Member]
Commitments And Contingencies Disclosure [Line Items]
Construction costs	$ 10,000.0
Non-current restricted cash [Member] \| Letter of Credit [Member] \| Collateral [Member]
Commitments And Contingencies Disclosure [Line Items]
Lease deposit			1,300,000
Other Assets [Member] \| Office and Laboratory Space [Member] \| The Boulder Lease [Member]
Commitments And Contingencies Disclosure [Line Items]
Payments for construction of lessor assets			$ 1,100,000

Net Loss Per Share - Schedule of Earnings Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net loss	$ (72,273)	$ (74,808)
Deemed dividend to preferred stockholders		(104,400)
Net loss attributable to common stockholders	$ (72,273)	$ (179,208)
Weighted average common shares outstanding, basic and diluted	38,730,813	11,081,257
Net loss per common share, basic and diluted	$ (1.87)	$ (16.17)

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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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.

+ References

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+ Details

Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Underwritten Public Offering [Member]
Issuance cost	$ 7,271
Series A Non-Voting Preferred Stock [Member]
Issuance cost	$ 5,493

Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Series A Non-Voting Preferred Stock [Member]
Issuance cost	$ 5,493	$ 5,493
ATM [Member]
Issuance cost	1,229	1,229
Common Stock Underwritten Public Offering [Member]
Issuance cost	$ 7,271	$ 7,271

Fair Value Measurements of Financial Assets and Liabilities - Additional Information (Detail) - USD ($)	1 Months Ended		12 Months Ended
	Feb. 28, 2021	Nov. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Jul. 06, 2020
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Closing price of stock					$ 8.80
Fair value asset, transfers between Level 1, Level 2 and Level 3, amount			$ 0	$ 0
CVR Liability [Member]
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
CVR liability, term					3 years
Issuance of common stock, Shares	212,429	707,938
Partial settlement	$ 100,000		$ 2,128,000	$ 6,944,000

Property and Equipment, Net - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,265	$ 546
Accumulated depreciation and amortization	(559)	(412)
Property and equipment, net	1,706	134
Laboratory Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,073
Computer Equipment and Software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	53	53
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	85	85
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	408	$ 408
Construction-in-Progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 646

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Payables And Accruals [Abstract]
Accrued employee compensation and benefits	$ 3,389	$ 1,443
Accrued external research and development expense	1,953	2,191
Accrued external manufacturing costs	1,556	161
Accrued professional and consulting services	1,077	677
Other	235	307
Total	$ 8,210	$ 4,779

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	9,000,000	9,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, Par value	$ 0.001	$ 0.001
Common stock, Shares authorized	150,000,000	150,000,000
Common stock, Shares issued	43,805,922	32,347,905
Common stock, Shares outstanding	43,805,922	32,347,905
Series A Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	103,289	132,244
Preferred stock, shares outstanding	103,289	132,244

Fair Value Measurements of Financial Assets and Liabilities - Schedule of Financial Assets and Liabilities at Fair Value on Recurring Basis (Detail) - Recurring Basis [Member] - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Assets:
Total Assets		$ 486
Liabilities:
CVR Liability	$ 3,060	5,531
Total Liabilities	3,060	5,531
Money Market Funds [Member]
Assets:
Cash equivalents		486
Level 2 [Member]
Assets:
Total Assets		486
Level 2 [Member] \| Money Market Funds [Member]
Assets:
Cash equivalents		486
Level 3 [Member]
Liabilities:
CVR Liability	3,060	5,531
Total Liabilities	$ 3,060	$ 5,531

Property Plant Equipment Net - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property Plant And Equipments [Abstract]
Depreciation and amortization expense	$ 147	$ 720

Kiq, LLC Acquisition - Additional Information (Detail) - Kiq LLC [Member] - USD ($)	Sep. 22, 2020	Jul. 06, 2020
Business Acquisition [Line Items]
Assets acquired		$ 0
Liabilities acquired		0
IPR&D [Member]
Business Acquisition [Line Items]
Business acquisition, fair value		$ 46,900,000
Series A Preferred Stock [Member]
Business Acquisition [Line Items]
Shares issued		44,687
Common Stock [Member]
Business Acquisition [Line Items]
Shares issued	1,558,975	1,558,975
Business acquisition, share price		$ 3.52
Acquisition direct costs		$ 2,100,000

Sale of BOXR Assets - Additional Information (Detail) - BOXR Platform [Member] - Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] - SOTIO [Member] - USD ($)	Nov. 30, 2020	Aug. 28, 2020
Disposal Group Not Discontinued Operation Disposal Disclosures [Line Items]
Disposal group, not discontinued operation, upfront payment		$ 8,100,000
Amounts held in escrow were released and received	$ 1,730,000
Other Income [Member]
Disposal Group Not Discontinued Operation Disposal Disclosures [Line Items]
Disposal group, not discontinued operation, gain on disposal of assets		7,400,000
Maximum [Member]
Disposal Group Not Discontinued Operation Disposal Disclosures [Line Items]
Disposal group, not discontinued operation, cash consideration		11,500,000
Disposal group, not discontinued operation, potential milestone payments upon achievement of specified claims issuance		$ 3,400,000

Stock-Based Compensation - Schedule of Stock-based Compensation Expense by Type of Award (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expense	$ 11,686	$ 6,017
Time-based Stock Options [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expense	11,361	5,042
Time-based Restricted Stock Units [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expense		693
Non-employee Stock Options [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expense	260	262
Employee Stock Purchase Plan [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expense	$ 65	$ 20

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Federal statutory income tax rate	(21.00%)	(21.00%)
State taxes, net of federal benefit	(2.90%)	(1.70%)
Federal and state research and development tax credits	(4.00%)	(3.40%)
Nondeductible stock compensation	1.40%	0.50%
IPR&D expense		12.30%
IRC Section 382 limit on attributes	(0.10%)	26.40%
Other items	0.50%	1.20%
Increase in deferred tax asset valuation allowance	26.10%	(14.30%)
Effective income tax rate	(0.00%)	(0.00%)

Income Taxes - Schedule of Deferred Tax Assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets (liabilities):
Net operating loss carryforwards	$ 30,147	$ 13,618
Research and development and investment tax credits	3,719	856
Accrued expenses	734	374
Capitalized start-up costs	63	76
Capitalized research and development expense	8,529	10,317
Operating lease right-of-use assets	(703)	(1,260)
Operating lease liabilities	800	1,421
Contingent consideration	862	928
Stock compensation	2,257	1,149
Other	279	320
Total deferred tax assets	46,687	27,799
Valuation allowance	(46,687)	(27,799)
Net deferred tax assets	$ 0	$ 0

Commitments and Contingencies - Summary of Future Minimum Payments under Operating Lease (Detail) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Aug. 28, 2020
Leases [Abstract]
2022	$ 2,497
2023	841
Total future minimum lease payments	3,338
Less: imputed interest	183
Operating lease liabilities	3,155		$ 900
Operating lease liability	2,324	$ 2,052
Operating lease liability, net of current portion	831	$ 3,155
Total operating lease liability	$ 3,155		$ 900

Net Loss Per Share - Summary of Potential Dilutive Securities (Detail) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive securities excluded from computation of diluted net loss per common share	34,615,876	36,314,033
Stock Options to Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive securities excluded from computation of diluted net loss per common share	8,793,626	3,253,033
Series A Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential dilutive securities excluded from computation of diluted net loss per common share	25,822,250	33,061,000

Retirement Plan - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plan, employer matching contribution percentage of match	100.00%
Defined contribution plan, matching amount	$ 400,000	$ 0
Maximum [Member]
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plan, employer matching contribution percent	4.00%