0001104659-21-105674 | 10-Q | XBRL Viewer | Aerovate Therapeutics INC

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Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2021	Aug. 13, 2021
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Entity File Number	001-40544
Entity Registrant Name	AEROVATE THERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-1377888
Entity Address State Or Province	MA
Entity Address, Address Line One	200 Berkeley Street,
Entity Address, Adress Line Two	Floor 18
Entity Address, City or Town	Boston
Entity Address, Postal Zip Code	02116
City Area Code	(617)
Local Phone Number	443-2400
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	AVTE
Security Exchange Name	NASDAQ
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		24,410,393
Entity Central Index Key	0001798749
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 59,150	$ 4,573
Prepaid expenses and other current assets	159	103
Total current assets	59,309	4,676
Property and equipment, net (Note 2)	35	39
Other long-term assets	3,090
Total assets	62,434	4,715
Current liabilities:
Accounts payable (including related party amounts of $9 and $6, respectively)	3,042	618
Accrued and other current liabilities (Note 3)	1,151	1,156
Total current liabilities	4,193	1,774
Commitments and contingencies (Note 9)
Stockholders' deficit:
Additional Paid in Capital	407	63
Accumulated deficit	(21,985)	(13,407)
Total stockholders' deficit	(21,578)	(13,344)
Total liabilities, redeemable convertible preferred stock and stockholders' deficit	62,434	4,715
Series A redeemable convertible preferred stock
Current liabilities:
Redeemable convertible preferred stock, value	75,819	12,285
Series Seed redeemable convertible preferred stock
Current liabilities:
Redeemable convertible preferred stock, value	$ 4,000	$ 4,000

Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Accounts payable, related party	$ 9	$ 6
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	243,076	243,076
Common stock, shares outstanding	243,076	243,076
Series A redeemable convertible preferred stock
Redeemable convertible preferred stock, par value	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, shares authorized	40,052,154	40,052,154
Redeemable convertible preferred stock, shares issued	40,052,154	6,489,534
Redeemable convertible preferred stock, shares outstanding	40,052,154	6,489,534
Redeemable convertible preferred stock, liquidation preference	$ 75,819
Series Seed redeemable convertible preferred stock
Redeemable convertible preferred stock, par value	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, shares authorized	4,000,000	4,000,000
Redeemable convertible preferred stock, shares issued	4,000,000	4,000,000
Redeemable convertible preferred stock, shares outstanding	4,000,000	4,000,000
Redeemable convertible preferred stock, liquidation preference	$ 4,000

Condensed Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Operating expenses:
Research and development (includes related party amounts of $39, $19, $54 and $35, respectively)	$ 4,327	$ 1,471	$ 6,523	$ 2,677
General and administrative (includes related party amounts of $6, $8, $11 and $15, respectively)	1,447	154	2,031	306
Total operating expenses	5,774	1,625	8,554	2,983
Loss from operations	(5,774)	(1,625)	(8,554)	(2,983)
Other expense:
Interest income (expense)	2	(37)	2	(75)
Change in fair value of convertible promissory notes		(540)		(580)
Other expense	(3)		(4)
Total other expense	(1)	(577)	(2)	(655)
Net loss and comprehensive loss	$ (5,775)	$ (2,202)	$ (8,556)	$ (3,638)
Net loss per share, basic and diluted	$ (23.80)	$ (9.12)	$ (35.29)	$ (15.07)
Weighted-average shares of common stock outstanding, basic and diluted	243,076	241,467	243,076	241,467

Condensed Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Condensed Statements of Operations and Comprehensive Loss
Research and development, related party	$ 39	$ 19	$ 54	$ 35
General and administrative, related party	$ 6	$ 8	$ 11	$ 15

Condensed Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands	Series A redeemable convertible preferred stock	Series Seed redeemable convertible preferred stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2019		$ 4,000
Balance at the beginning (in shares) at Dec. 31, 2019		4,000,000
Balances at the end at Mar. 31, 2020		$ 4,000
Balances at the end (in shares) at Mar. 31, 2020		4,000,000
Balance at the beginning at Dec. 31, 2019					$ (3,643)	$ (3,643)
Balance at the beginning (in shares) at Dec. 31, 2019			241,467
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation				$ 7		7
Net loss					(1,436)	(1,436)
Balance at the end at Mar. 31, 2020				7	(5,079)	(5,072)
Balances at the end (in shares) at Mar. 31, 2020			241,467
Balance at the beginning at Dec. 31, 2019		$ 4,000
Balance at the beginning (in shares) at Dec. 31, 2019		4,000,000
Balances at the end at Jun. 30, 2020		$ 4,000
Balances at the end (in shares) at Jun. 30, 2020		4,000,000
Balance at the beginning at Dec. 31, 2019					(3,643)	(3,643)
Balance at the beginning (in shares) at Dec. 31, 2019			241,467
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss						(3,638)
Balance at the end at Jun. 30, 2020				13	(7,281)	(7,268)
Balances at the end (in shares) at Jun. 30, 2020			241,467
Balance at the beginning at Mar. 31, 2020		$ 4,000
Balance at the beginning (in shares) at Mar. 31, 2020		4,000,000
Balances at the end at Jun. 30, 2020		$ 4,000
Balances at the end (in shares) at Jun. 30, 2020		4,000,000
Balance at the beginning at Mar. 31, 2020				7	(5,079)	(5,072)
Balance at the beginning (in shares) at Mar. 31, 2020			241,467
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation				6		6
Net loss					(2,202)	(2,202)
Balance at the end at Jun. 30, 2020				13	(7,281)	(7,268)
Balances at the end (in shares) at Jun. 30, 2020			241,467
Balance at the beginning at Dec. 31, 2020	$ 12,285	$ 4,000
Balance at the beginning (in shares) at Dec. 31, 2020	6,489,534	4,000,000
Redeemable convertible preferred Stock
Issuance of redeemable convertible preferred stock	$ 7,983
Issuance of redeemable convertible preferred stock (in shares)	4,224,274
Accretion of redeemable convertible preferred stock to redemption value	$ 13				(13)	(13)
Balances at the end at Mar. 31, 2021	$ 20,281	$ 4,000
Balances at the end (in shares) at Mar. 31, 2021	10,713,808	4,000,000
Balance at the beginning at Dec. 31, 2020				63	(13,407)	(13,344)
Balance at the beginning (in shares) at Dec. 31, 2020			243,076
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation				23		23
Net loss					(2,781)	(2,781)
Balance at the end at Mar. 31, 2021				86	(16,201)	(16,115)
Balances at the end (in shares) at Mar. 31, 2021			243,076
Balance at the beginning at Dec. 31, 2020	$ 12,285	$ 4,000
Balance at the beginning (in shares) at Dec. 31, 2020	6,489,534	4,000,000
Redeemable convertible preferred Stock
Accretion of redeemable convertible preferred stock to redemption value	$ 22
Balances at the end at Jun. 30, 2021	$ 75,819	$ 4,000
Balances at the end (in shares) at Jun. 30, 2021	40,052,154	4,000,000
Balance at the beginning at Dec. 31, 2020				63	(13,407)	(13,344)
Balance at the beginning (in shares) at Dec. 31, 2020			243,076
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss						(8,556)
Balance at the end at Jun. 30, 2021				407	(21,985)	(21,578)
Balances at the end (in shares) at Jun. 30, 2021			243,076
Balance at the beginning at Mar. 31, 2021	$ 20,281	$ 4,000
Balance at the beginning (in shares) at Mar. 31, 2021	10,713,808	4,000,000
Redeemable convertible preferred Stock
Issuance of redeemable convertible preferred stock	$ 55,529
Issuance of redeemable convertible preferred stock (in shares)	29,338,346
Accretion of redeemable convertible preferred stock to redemption value	$ 9				(9)	(9)
Balances at the end at Jun. 30, 2021	$ 75,819	$ 4,000
Balances at the end (in shares) at Jun. 30, 2021	40,052,154	4,000,000
Balance at the beginning at Mar. 31, 2021				86	(16,201)	(16,115)
Balance at the beginning (in shares) at Mar. 31, 2021			243,076
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation				321		321
Net loss					(5,775)	(5,775)
Balance at the end at Jun. 30, 2021				$ 407	$ (21,985)	$ (21,578)
Balances at the end (in shares) at Jun. 30, 2021			243,076

Condensed Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) - Series A redeemable convertible preferred stock - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2021
Share price	$ 1.893	$ 1.893
Issuance costs	$ 9	$ 13

Condensed Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Condensed Statements of Cash Flows - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Cash flow from operating activities:
Net loss	$ (5,775)	$ (2,781)	$ (2,202)	$ (1,436)	$ (8,556)	$ (3,638)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense					4
Stock based compensation expense					344	13
Change in fair value of convertible promissory notes to related party			540			580
Changes in operating assets and liabilities:
Prepaid expenses and other current assets					(56)
Other long-term assets					(74)	(2)
Accounts payable					563	129
Accrued and other current liabilities					(5)	301
Net cash used in operating activities					(7,780)	(2,542)
Cash flow from investing activities:
Purchases of property and equipment					(40)
Net cash used in investing activities					(40)
Cash flow from financing activities:
Proceeds from sale of Series A redeemable convertible preferred stock, net of issuance costs					63,512
Payments for deferred offering costs					(1,115)
Net cash provided by financing activities					62,397
Net increase (decrease) in cash					54,577	(2,542)
Cash and cash equivalents at the beginning of the year		$ 4,573		$ 3,514	4,573	3,514
Cash and cash equivalents at the end of the period	$ 59,150		$ 972		59,150	$ 972
Supplemental disclosure of noncash investing and financing activities:
Deferred offering costs included in accounts payable					$ 1,901

Organization and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2021

Organization and Summary of Significant Accounting Policies

Organization and Summary of Significant Accounting Policies

(1) Organization and Summary of Significant Accounting Policies

(a)

Organization and Nature of Operations

Aerovate Therapeutics Inc. (“Aerovate” or the “Company”) was incorporated in the state of Delaware in July 2018 and is headquartered in Boston, Massachusetts. The Company is a biotechnology company that is focused on the development of AV-101, a novel treatment for pulmonary arterial hypertension (“PAH”). The Company anticipates initiating a Phase 2b/3 trial of AV-101 in PAH patients in the second half of 2021.

(b)

Initial Public Offering

On July 2, 2021, the Company completed its initial public offering (“IPO”). The Company’s Registration Statement on Form S-1 (File No. 333-256949) relating to the IPO was declared effective by the Securities and Exchange Commission (“SEC”) on June 29, 2021. The shares began trading on The Nasdaq Global Market on June 30, 2021. The Company issued 9,984,463 shares of its common stock, including 1,302,321 shares associated with the full exercise of the underwriters’ option to purchase additional shares, at an offering price of $14.00 per share. Immediately prior to the closing of the Company’s IPO on July 2, 2021, all outstanding shares of the Company’s redeemable convertible preferred stock were converted into 14,182,854 shares of the Company’s common stock. In aggregate, the shares issued in the IPO generated approximately $127.0 million in net proceeds after deducting underwriting discounts and commissions and other offering costs.

(c)

Basis of Presentation

The accompanying unaudited condensed financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States of America for interim financial information and pursuant to Article 10 of Regulation S-X of the Securities Act of 1933, as amended (the Securities Act). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These unaudited condensed financial statements include only normal and recurring adjustments that the Company believes are necessary to fairly state the Company’s financial position and the results of its operations and cash flows. The results for the three and six months ended June 30, 2021 are not necessarily indicative of the results expected for the full fiscal year or any subsequent interim period. The condensed balance sheet as of December 31, 2020 has been derived from the audited financial statements at that date but does not include all disclosures required by GAAP for complete financial statements. Because all of the disclosures required by GAAP for complete financial statements are not included herein, these unaudited condensed financial statements and the notes accompanying them should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

(d)

Reverse Stock Split

On June 22, 2021, the Company effected a 1-for-3.1060103 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding common stock. Accordingly, the conversion ratio for the Company’s outstanding convertible preferred stock was proportionately adjusted such that the common stock issuable upon conversion of such preferred stock was decreased in proportion to the Reverse Stock Split. The par value of the common stock was not adjusted as a result of the Reverse Stock Split. All references to common stock, options to purchase common stock, early exercised options, share data, per share data, convertible preferred stock (to the extent presented on an as-converted to common stock basis) and related information contained in these financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.

(e)

Liquidity and Going Concern

Since inception, the Company has devoted substantially all of its resources to research and development activities, business planning, establishing and maintaining its intellectual property portfolio, hiring personnel, raising capital, and providing general and administrative support for these operations and has not realized revenues from its planned principal operations. The Company has incurred losses and negative cash flows from operations since inception. In addition, the Company expects to incur substantial operating losses for the next several years as it continues its research and development activities. As of June 30, 2021, the Company had cash and cash equivalents of $59.2 million.

Management plans to continue to incur substantial costs in order to conduct research and development activities and additional capital will be needed to undertake these activities. The Company intends to raise such capital through debt or equity financings or other arrangements to fund operations. Management believes that the Company’s current cash and cash equivalents, including the net proceeds of approximately $127.0 million from the closing of its IPO in July 2021, as described above, will provide sufficient funds to enable the Company to meet its obligations for at least twelve months from the filing date of this report.

(f)

Deferred Offering Costs

The Company capitalizes within other long-term assets certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financings, including the planned initial public offering, until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses. As of June 30, 2021 and December 31, 2020, deferred offering costs of $3.0 million and $0.0 million, respectively, were recorded within other long-term assets on the balance sheet.

(g)

Net Loss Per Share

The two-class method is applicable because the Series A redeemable convertible preferred stock meets the definition of a participating security. Basic net loss per share is calculated by dividing the net loss and increases in the carrying amount of redeemable preferred stock by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss and increases in the carrying amount of redeemable preferred stock by the weighted average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities include outstanding stock options under the Company’s equity incentive plan and the outstanding convertible preferred stock and have been excluded from the computation of diluted net loss per share as they would be anti-dilutive to the net loss per share. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position as the inclusion of the potentially dilutive securities would be anti-dilutive.

The following table summarizes the Company’s net loss per share (in thousands, except share and per share amounts):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Numerator:
Net loss and comprehensive loss	$	(5,775)	$	(2,202)	$	(8,556)	$	(3,638)
Accretion of Series A redeemable convertible preferred stock to redemption value		(9)		—		(22)		—
Net loss and comprehensive loss available to common stockholders	$	(5,784)	$	(2,202)	$	(8,578)	$	(3,638)

Denominator:
Weighted-average common stock outstanding, basic and diluted		243,076		241,467		243,076		241,467
Net loss per share, basic and diluted	$	(23.80)	$	(9.12)	$	(35.29)	$	(15.07)

Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would have had an anti-dilutive effect are as follows (in common stock equivalent shares):


	As of June 30,
	2021	2020
Series Seed convertible preferred stock	1,287,825	1,287,825
Series A redeemable convertible preferred stock	12,895,029	—
Options to purchase common stock	2,770,954	80,487
	16,953,808	1,368,312

Property and Equipment, Net

6 Months Ended

Jun. 30, 2021

Property and Equipment, Net

Property and Equipment, Net

(2)	Property and Equipment, Net

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


	June 30,		December 31,
	2021		2020
Research and development equipment	$	40	$	40
Less accumulated depreciation		(5)		(1)
Total property and equipment, net	$	35	$	39

Accrued and Other Current Liabilities

6 Months Ended

Jun. 30, 2021

Accrued and Other Current Liabilities

Accrued and Other Current Liabilities

(3)	Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following (in thousands):


	June 30,		December 31,
	2021		2020
Accrued research and development	$	476	$	946
Accrued payroll and other employee benefits		258		192
Deferred offering costs		297		—
Other		120		18
Total accrued and other current liabilities	$	1,151	$	1,156

Convertible Promissory Notes

6 Months Ended

Jun. 30, 2021

Convertible Promissory Notes

Convertible Promissory Notes

(4)	Convertible Promissory Notes

On December 30, 2019, the Company issued convertible promissory notes (the “2019 Notes”) totaling $2.5 million to RA Capital Healthcare Fund, L.P., Blackwell Partners LLC - Series A, and RA Capital Nexus Fund, L.P. (the “Holders”). The 2019 Notes accrued interest at a rate of 6% per annum and were payable at the demand of the Holders on or after the Maturity Date of December 30, 2021, subject to earlier conversion or repayment in the event of a qualified financing or a change of control, as defined in the convertible promissory notes agreement. Due to certain embedded features, the Company elected to account for the 2019 Notes and all their embedded features under the fair value option. The 2019 Notes were issued at fair value, as such no changes in fair value were recorded between December 30, 2019 and December 31, 2019. The 2019 Notes were converted into Series A redeemable convertible preferred stock in connection with the initial closing of Series A redeemable convertible preferred stock on August 5, 2020, with a conversion price of 80% of $1.893 per share (the “Series A Original Issue Price”). The Company recorded a change in fair value of $0.6 million for the period January 1, 2020 through conversion on August 5, 2020. In relation to the 2019 Notes, there was $0.1 million of interest expense for the six months ended June 30, 2020.

On July 13, 2020, the Company issued convertible promissory notes (the “2020 Notes”) totaling $2.5 million to the Holders. The 2020 Notes accrued interest at a rate of 3% per annum and were payable at the demand of the Holders on or after the Maturity Date of October 31, 2020. The 2020 Notes converted into Series A redeemable convertible preferred stock in association with the initial closing of Series A redeemable convertible preferred stock on August 5, 2020. The 2020 Notes were issued at fair value and converted at the Series A Original Issue Price, as such no changes in fair value were recorded with respect to the 2020 Notes.

Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2021

Fair Value of Financial Instruments

Fair Value of Financial Instruments

(5)	Fair Value of Financial Instruments

The cash and cash equivalents balance as of June 30, 2021 consisted of cash in the amount of $1.4 million and money market funds in the amount of $57.8 million. Cash and cash equivalents are classified as Level 1 assets.

The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs (in thousands):


	Convertible
	Promissory Notes
Balance at December 31, 2019	$	2,500
Change in fair value of convertible promissory notes, related party		580
Balance at June 30, 2020	$	3,080

There are no liabilities measured at fair value for the three and six months ended June 30, 2021.

- 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

Stockholders' Equity

6 Months Ended

Jun. 30, 2021

Stockholders' Equity

Stockholders' Equity

(6)	Stockholders’ Equity

Under the Amended and Restated Articles of Incorporation dated August 3, 2020, the Company had a total of 94,052,154 shares of capital stock authorized for issuance, consisting of 50,000,000 shares of common stock, par value of $0.0001 per share, and 44,052,154 shares of convertible preferred stock, par value of $0.0001 per share. Shares of authorized convertible preferred stock are designated as 4,000,000 shares of Series Seed redeemable convertible preferred stock and 40,052,154 shares of Series A redeemable convertible preferred stock.

In connection with the Reverse Stock Split on June 22, 2021, the Company filed a certificate of amendment to its certificate of incorporation, which provides 150,000,000 authorized shares of common stock with a par value of $0.0001 per share and 10,000,000 authorized shares of undesignated preferred stock with a par value of $0.0001 per share upon completion of the Company’s IPO on July 2, 2021.

(a)

Redeemable Convertible Preferred Stock

In August 2018, the Company sold to RA Capital Health Care Fund, L.P. an aggregate of 4,000,000 shares of Series Seed redeemable preferred stock at a purchase price of $1.00 per share, for net proceeds of $4.0 million. On August 5, 2020, the Company entered into the Series A Preferred Stock Purchase Agreement (“Stock Purchase Agreement”). The Company’s initial closing of its Series A redeemable convertible preferred stock occurred on this date. The Company issued 3,468,536 shares of Series A redeemable convertible preferred shares for gross proceeds of $6.6 million at a price per share of $1.893. In addition to the cash proceeds, 3,020,998 shares of Series A redeemable convertible preferred stock were issued in connection with the conversion of the 2019 Notes and the 2020 Notes.

The Stock Purchase Agreement contained provisions that potentially obligated the Company to sell, outside of its control, an additional 33,562,620 shares of Series A redeemable convertible preferred stock at $1.893 per share for expected gross proceeds of $63.5 million, upon the occurrence of three subsequent Milestone Closings or earlier, at the option of any holder of the Series A redeemable convertible preferred stock. If the defined milestones were not achieved prior to the Company’s initial public offering, the holders had the right to purchase these shares prior to the completion of the initial public offering. If the shares were not purchased prior to the completion of the initial public offering, then this right to purchase these shares would have automatically expired.

On February 1, 2021, upon the completion of the First Milestone Closing, the Company sold 4,224,274 shares of Series A redeemable convertible preferred stock at the Series A Original Issue Price for aggregate gross proceeds of $8.0 million. On June 4, 2021, upon the completion of the Second Milestone Closing and the Third Milestone Closing, the Company sold 29,338,346 shares of Series A redeemable convertible preferred stock at the Series A Original Issue Price for aggregate gross proceeds of $55.5 million.

Immediately prior to the closing of the Company’s IPO on July 2, 2021, all outstanding shares of the Company’s redeemable convertible preferred stock converted into 14,182,854 shares of the Company’s common stock.

(b)

Common Stock

In August 2018, the Company issued 241,467 shares of common stock to RA Capital Healthcare Fund, L.P. at a price of $0.0012 per share.

The voting, dividend, and liquidation rights of the holders of the common stock are subject to, and qualified by, the rights, powers, and preferences of the holders of the preferred stock as of June 30, 2021. The holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders.

As of June 30, 2021, the Company had reserved the following shares of common stock, on an as-converted basis, for future issuance:


		June 30,
		2021
Series Seed redeemable convertible preferred stock		1,287,825
Series A redeemable convertible preferred stock		12,895,029
Common stock options granted and outstanding		2,770,954
Common stock reserved for future option grants		1,768,000
Total		18,721,808

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Paragraph 13
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Share-Based Compensation

6 Months Ended

Jun. 30, 2021

Share-Based Compensation

Share-Based Compensation

(7)	Share-Based Compensation

(a)

Stock Option Plan

The Company’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) was adopted by the Company’s board of directors and approved by the Company’s stockholders in June 2021 and became effective as of June 29, 2021. Upon the effectiveness of the 2021 Plan, the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) was terminated and no further grants may be made thereunder. The Company’s 2021 Plan allows for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, stock bonuses, restricted stock, stock units and other forms of awards including cash awards to its officers, directors, employees, consultants and advisors.

A total of 2,600,000 shares of the Company’s common stock is authorized for issuance with respect to awards granted under the 2021 Plan. The share limit will automatically increase on the first trading day in January of each year (commencing with 2022) by an amount equal to the lesser of (1) 4% of the total number of outstanding shares of the Company’s common stock on the last trading day in December in the prior year, or (2) such lesser number as determined by the Company’s board of directors. Any shares subject to awards granted under the 2021 Plan or the 2018 Plan that are not paid, delivered or exercised before they expire or are canceled or terminated, or otherwise fail to vest, as well as shares used to pay the purchase or exercise price of such awards or related tax withholding obligations, will become available for new award grants under the 2021 Plan. As of June 30, 2021, 832,000 awards had been granted under the 2021 Plan, and 1,768,000 shares authorized under the 2021 Plan were available for award purposes.

The options that are granted under the 2021 Plan and the 2018 Plan are exercisable at various dates as determined upon grant and terminate within 10 years of the date of grant. The vesting period generally occurs over three to four years.

The following table summarizes the option activity under the 2021 Plan and 2018 Plan for the six months ended June 30, 2021:


				Weighted-
		Weighted-		Average
		Average		Remaining	Aggregate
		Exercise		Contractual Term	Intrinsic Value
	Options	Price		(in years)	(in thousands)
Outstanding at December 31, 2020	229,105	$	1.74	9.69	$	—
Granted	2,541,849		6.04	9.84
Exercised	—		—
Cancelled/Forfeited	—		—
Outstanding at June 30, 2021	2,770,954	$	5.69	9.79	$	47,439
Vested and exercisable at June 30, 2021	41,250	$	2.72	9.29	$	829
Vested and expected to vest at June 30, 2021	2,770,954	$	5.69	9.79	$	47,439

All exercisable options are vested and all outstanding options are vested or expected to vest.

(b)

Employee Stock Purchase Plan

The Company’s Employee Stock Purchase Plan (the “ESPP”) was adopted by the Company’s board of directors and stockholders in June 2021 and became effective upon the consummation of the IPO. A total of 230,000 shares of the Company’s common stock is initially available for issuance under the ESPP. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The ESPP provides for six-month offering periods, and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last trading day of the offering period. As of June 30, 2021, no shares had been issued under the ESPP, and the full number of shares authorized under the ESPP Plan was available for issuance purposes upon the effectiveness of the ESPP.

(c)

Share-Based Compensation Expense

The Company estimated the fair value of stock options using the Black-Scholes valuation model. The Company accounts for any forfeitures of options when they occur. Previously recognized compensation expense for an award is reversed in the period that the award is forfeited. The fair value of stock options was estimated using the following assumptions:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Expected term (in years)	5.8 - 6.1		6.0		5.8 - 6.1		6.0
Expected volatility	68.7 - 69.6	%	79.2 - 79.4	%	68.7 - 69.6	%	68.0 - 79.4	%
Risk-free interest rate	1.0 - 1.2	%	0.4	%	1.0 - 1.2	%	0.4 - 1.5	%
Expected dividend	—		—		—		—

Stock-based compensation expense recognized for stock option grants has been reported in the statements of operations and comprehensive loss as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
		2021	2020			2021		2020
Research and development	$	101	$	2	$	113	$	2
General and administrative		220		4		231		11
Total	$	321	$	6	$	344	$	13

As of June 30, 2021, there was approximately $9.4 million of total unrecognized stock-based compensation expense related to nonvested stock-based compensation arrangements granted under the 2021 Plan and 2018 Plan, which is expected to be recognized over a weighted-average period of approximately 3.7 years.

Related Party Transactions

6 Months Ended

Jun. 30, 2021

Related Party Transactions

Related Party Transactions

(8)	Related Party Transactions

Services Agreement

In August 2018, the Company entered into a services agreement (“Services Agreement”) with Carnot, LLC (“Carnot”), an entity owned and controlled by RA Capital Management, LLC under which Carnot provides research and other services to the Company. RA Capital Management, LLC is a related party due to its equity ownership of the Company. The Company pays Carnot for services performed and costs incurred. The Services Agreement is for a term of two years. The Company may terminate the Services Agreement by giving 30 days’ prior notice and either party can terminate the services agreement for a material breach, if not cured within 30 days following notice by the nonbreaching party.

In July 2019, the Services Agreement with Carnot was amended whereby research and other services are now performed by Carnot Pharma, LLC (“Carnot Pharma”), an entity owned and controlled by RA Capital Management, LLC, and the term was updated to the later of (i) two years from July 15, 2019 and (ii) completion of services under the agreement.

Expenses incurred by the Company under the Services Agreement with Carnot Pharma totaled $44,516 and $26,542 for the three months ended June 30, 2021 and 2020, respectively, and $0.1 million and $0.1 million for the six months ended June 30, 2021 and 2020 and are presented in the statement of operations and comprehensive loss as research and development and general and administrative expenses. As of June 30, 2021 and December 31, 2020, $8,524 and $5,632, respectively, was due to Carnot Pharma, LLC by the Company for services rendered under the Services Agreement.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies.

Commitments and Contingencies

(9)	Commitments and Contingencies

From time to time, the Company may become subject to claims or suits arising in the ordinary course of business. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. As of June 30, 2021 and December 31, 2020, the Company is not a party to any litigation and has not recorded any such liabilities.

Subsequent Events

6 Months Ended

Jun. 30, 2021

Subsequent Events

Subsequent Events

(10)	Subsequent Events

Initial Public Offering

Effective on July 2, 2021, the Company completed its IPO and issued a total of 9,984,463 shares of common stock, which includes the allotment-option of shares exercised by underwriters in the IPO, at an offering price of $14.00 per share. In aggregate, the Company received net proceeds of approximately $127.0 million, after deducting underwriting discounts and commissions of $9.8 million and $3.0 million of IPO-related costs. In connection with the IPO, the following events occurred subsequent to June 30, 2021:

●

On July 2, 2021, the outstanding 44,052,154 shares of redeemable convertible preferred stock converted into an aggregate of 14,182,854 shares of common stock;

●

On July 2, 2021, total common shares outstanding were 24,410,393, which includes common shares outstanding as of June 30, 2021, shares issued in the IPO and redeemable convertible preferred stock converted and reclassified; and

●

On July 2, 2021, the Company’s amended and restated certificate of incorporation became effective, authorizing 150,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock.

The table below shows, on a pro forma basis, the impact of the Company’s IPO on certain condensed balance sheet items as if all the transactions occurred on June 30, 2021:


			Pro Forma
	June 30, 2021		June 30, 2021
Cash and cash equivalents	$	59,150	$	186,150
Deferred offering costs		3,016		—
Convertible preferred stock		79,819		—
Common stock		—		2
Additional paid-in capital		407		207,224
Total stockholders' (deficit) equity	$	(21,578)	$	185,241

Lease Agreement

On August 6, 2021, the Company entered into a new lease agreement for office space located in Waltham, Massachusetts for the Company’s future corporate headquarters. The commencement date of this lease is expected to be on September 1, 2021 for an initial term of 39 months. The base rent for the Company under this lease will be approximately $0.2 million per year over the lease term. As of June 30, 2021, the Company had not taken control of the space and the lease term had not commenced. Accordingly, no right-of-use asset or lease liability related to the lease has been recorded.

Organization and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2021

Organization and Summary of Significant Accounting Policies

Basis of Presentation

(c)

Basis of Presentation

Liquidity and Going Concern

(e)

Liquidity and Going Concern

Deferred Offering Costs

(f)

Deferred Offering Costs

Net Loss Per Share

(g)

Net Loss Per Share

The following table summarizes the Company’s net loss per share (in thousands, except share and per share amounts):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Numerator:
Net loss and comprehensive loss	$	(5,775)	$	(2,202)	$	(8,556)	$	(3,638)
Accretion of Series A redeemable convertible preferred stock to redemption value		(9)		—		(22)		—
Net loss and comprehensive loss available to common stockholders	$	(5,784)	$	(2,202)	$	(8,578)	$	(3,638)

Denominator:
Weighted-average common stock outstanding, basic and diluted		243,076		241,467		243,076		241,467
Net loss per share, basic and diluted	$	(23.80)	$	(9.12)	$	(35.29)	$	(15.07)


	As of June 30,
	2021	2020
Series Seed convertible preferred stock	1,287,825	1,287,825
Series A redeemable convertible preferred stock	12,895,029	—
Options to purchase common stock	2,770,954	80,487
	16,953,808	1,368,312

Organization and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2021

Organization and Summary of Significant Accounting Policies

Schedule of net loss per share

The following table summarizes the Company’s net loss per share (in thousands, except share and per share amounts):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Numerator:
Net loss and comprehensive loss	$	(5,775)	$	(2,202)	$	(8,556)	$	(3,638)
Accretion of Series A redeemable convertible preferred stock to redemption value		(9)		—		(22)		—
Net loss and comprehensive loss available to common stockholders	$	(5,784)	$	(2,202)	$	(8,578)	$	(3,638)

Denominator:
Weighted-average common stock outstanding, basic and diluted		243,076		241,467		243,076		241,467
Net loss per share, basic and diluted	$	(23.80)	$	(9.12)	$	(35.29)	$	(15.07)

Schedule of potentially dilutive securities not included in the calculation of diluted net loss per share


	As of June 30,
	2021	2020
Series Seed convertible preferred stock	1,287,825	1,287,825
Series A redeemable convertible preferred stock	12,895,029	—
Options to purchase common stock	2,770,954	80,487
	16,953,808	1,368,312

Property and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2021

Property and Equipment, Net

Schedule of property and equipment, net

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


	June 30,		December 31,
	2021		2020
Research and development equipment	$	40	$	40
Less accumulated depreciation		(5)		(1)
Total property and equipment, net	$	35	$	39

Accrued and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2021

Accrued and Other Current Liabilities

Schedule of accrued and other current liabilities

Accrued and other current liabilities consisted of the following (in thousands):


	June 30,		December 31,
	2021		2020
Accrued research and development	$	476	$	946
Accrued payroll and other employee benefits		258		192
Deferred offering costs		297		—
Other		120		18
Total accrued and other current liabilities	$	1,151	$	1,156

Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value of Financial Instruments

Summary of reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs

The following table provides a reconciliation of all liabilities measured at fair value using Level 3 significant unobservable inputs (in thousands):


	Convertible
	Promissory Notes
Balance at December 31, 2019	$	2,500
Change in fair value of convertible promissory notes, related party		580
Balance at June 30, 2020	$	3,080

Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2021

Stockholders' Equity

Schedule of common stock shares reserved for on and as-converted basis, for future issuance

As of June 30, 2021, the Company had reserved the following shares of common stock, on an as-converted basis, for future issuance:


		June 30,
		2021
Series Seed redeemable convertible preferred stock		1,287,825
Series A redeemable convertible preferred stock		12,895,029
Common stock options granted and outstanding		2,770,954
Common stock reserved for future option grants		1,768,000
Total		18,721,808

Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2021

Share-Based Compensation

Summary of option activity under 2021 Plan and 2018 Plan

The following table summarizes the option activity under the 2021 Plan and 2018 Plan for the six months ended June 30, 2021:


				Weighted-
		Weighted-		Average
		Average		Remaining	Aggregate
		Exercise		Contractual Term	Intrinsic Value
	Options	Price		(in years)	(in thousands)
Outstanding at December 31, 2020	229,105	$	1.74	9.69	$	—
Granted	2,541,849		6.04	9.84
Exercised	—		—
Cancelled/Forfeited	—		—
Outstanding at June 30, 2021	2,770,954	$	5.69	9.79	$	47,439
Vested and exercisable at June 30, 2021	41,250	$	2.72	9.29	$	829
Vested and expected to vest at June 30, 2021	2,770,954	$	5.69	9.79	$	47,439

Summary of fair value of stock options assumptions


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Expected term (in years)	5.8 - 6.1		6.0		5.8 - 6.1		6.0
Expected volatility	68.7 - 69.6	%	79.2 - 79.4	%	68.7 - 69.6	%	68.0 - 79.4	%
Risk-free interest rate	1.0 - 1.2	%	0.4	%	1.0 - 1.2	%	0.4 - 1.5	%
Expected dividend	—		—		—		—

Summary of stock-based compensation expense recognized for stock option grants

Stock-based compensation expense recognized for stock option grants has been reported in the statements of operations and comprehensive loss as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
		2021	2020			2021		2020
Research and development	$	101	$	2	$	113	$	2
General and administrative		220		4		231		11
Total	$	321	$	6	$	344	$	13

Subsequent Events (Tables)

6 Months Ended

Jun. 30, 2021

Subsequent Events

Schedule of balances of condensed balance sheet items

The table below shows, on a pro forma basis, the impact of the Company’s IPO on certain condensed balance sheet items as if all the transactions occurred on June 30, 2021:


			Pro Forma
	June 30, 2021		June 30, 2021
Cash and cash equivalents	$	59,150	$	186,150
Deferred offering costs		3,016		—
Convertible preferred stock		79,819		—
Common stock		—		2
Additional paid-in capital		407		207,224
Total stockholders' (deficit) equity	$	(21,578)	$	185,241

Organization and Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands			1 Months Ended
	Jul. 02, 2021 USD ($) $ / shares shares	Jun. 22, 2021	Jul. 31, 2021 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)
Subsidiary, Sale of Stock [Line Items]
Reverse stock split ratio		0.32
Cash and cash equivalents				$ 59,150	$ 4,573
Deferred offering costs				3,000	$ 0
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares issued \| shares	9,984,463
Number of shares issued on conversion of preferred stock \| shares	14,182,854
Net proceeds	$ 127,000		$ 127,000
Cash and cash equivalents				59,150
Deferred offering costs				$ 3,016
Underwriters' option
Subsidiary, Sale of Stock [Line Items]
Number of shares issued \| shares	1,302,321
Offering price \| $ / shares	$ 14.00

Organization and Summary of Significant Accounting Policies - Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Numerator:
Net loss and comprehensive loss	$ (5,775)	$ (2,781)	$ (2,202)	$ (1,436)	$ (8,556)	$ (3,638)
Accretion of redeemable convertible preferred stock to redemption value	9	13
Net loss and comprehensive loss available to common stockholders	$ (5,784)		$ (2,202)		$ (8,578)	$ (3,638)
Denominator:
Weighted-average common stock outstanding, basic and diluted	243,076		241,467		243,076	241,467
Net loss per share, basic and diluted	$ (23.80)		$ (9.12)		$ (35.29)	$ (15.07)
Series A redeemable convertible preferred stock
Numerator:
Accretion of redeemable convertible preferred stock to redemption value	$ (9)	$ (13)			$ (22)

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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- 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

Organization and Summary of Significant Accounting Policies - Potentially dilutive securities not included in the calculation of diluted net loss per share (Details) - shares	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities not included in the calculation of diluted net loss per share	16,953,808	1,368,312
Series Seed redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities not included in the calculation of diluted net loss per share	1,287,825	1,287,825
Series A redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities not included in the calculation of diluted net loss per share	12,895,029
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities not included in the calculation of diluted net loss per share	2,770,954	80,487

Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Property and Equipment, Net
Research and development equipment, gross	$ 40	$ 40
Less accumulated depreciation	(5)	(1)
Total property and equipment, net	$ 35	$ 39

Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Accrued and Other Current Liabilities
Accrued research and development	$ 476	$ 946
Accrued payroll and other employee benefits	258	192
Deferred offering costs	297
Other	120	18
Total accrued and other current liabilities	$ 1,151	$ 1,156

Convertible Promissory Notes (Details)				3 Months Ended	6 Months Ended	7 Months Ended
Convertible Promissory Notes (Details)	Aug. 05, 2020 $ / shares	Jun. 13, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2020 USD ($)	Aug. 05, 2020 USD ($) $ / shares	Jun. 30, 2021 $ / shares	Mar. 31, 2021 $ / shares	Dec. 30, 2019 USD ($)
Debt Instrument [Line Items]
Change in fair value of convertible promissory notes				$ (540,000)	$ (580,000)
Series A redeemable convertible preferred stock
Debt Instrument [Line Items]
Share price \| $ / shares	$ 1.893					$ 1.893	$ 1.893	$ 1.893
2019 Convertible Promissory Notes
Debt Instrument [Line Items]
Notes issued amount									$ 2,500,000
Interest rate									6.00%
Change in fair value of convertible promissory notes			$ 0			$ 600,000
Interest expense					$ 100,000
2019 Convertible Promissory Notes \| Series A redeemable convertible preferred stock
Debt Instrument [Line Items]
Percentage of share price as conversion price	80
Share price \| $ / shares	$ 1.893					$ 1.893
2020 Convertible Promissory Notes
Debt Instrument [Line Items]
Notes issued amount		$ 2,500,000
Interest rate		3.00%
Change in fair value of convertible promissory notes		$ 0

Fair Value of Financial Instruments (Details)	Jun. 30, 2021 USD ($)
Fair Value of Financial Instruments
Cash	$ 1,400,000
Money market funds, carrying value	57,800,000
Liabilities measured at fair value	$ 0

Fair Value of Financial Instruments - Summary of reconciliation of all liabilities measured at fair value (Details) - 2019 Notes $ in Thousands	6 Months Ended
	Jun. 30, 2020 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at December 31, 2019	$ 2,500
Change in fair value of convertible promissory notes, related party	580
Balance at June 30, 2020	$ 3,080

Stockholders' Equity (Details) - $ / shares	Jun. 30, 2021	Jun. 22, 2021	Dec. 31, 2020	Aug. 03, 2020
Class of Stock [Line Items]
Capital stock, authorized shares (in shares)				94,052,154
Common shares, shares authorized (in shares)	50,000,000	150,000,000	50,000,000	50,000,000
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Convertible preferred shares, shares authorized (in shares)		10,000,000		44,052,154
Convertible preferred shares, par value (in dollars per share)		$ 0.0001		$ 0.0001
Series Seed redeemable convertible preferred stock
Class of Stock [Line Items]
Convertible preferred shares, shares authorized (in shares)	4,000,000		4,000,000	4,000,000
Convertible preferred shares, par value (in dollars per share)	$ 0.0001		$ 0.0001
Series A redeemable convertible preferred stock
Class of Stock [Line Items]
Convertible preferred shares, shares authorized (in shares)	40,052,154		40,052,154	40,052,154
Convertible preferred shares, par value (in dollars per share)	$ 0.0001		$ 0.0001

Stockholders' Equity - Redeemable convertible preferred stock (Details) - USD ($) $ / shares in Units, $ in Millions					1 Months Ended
	Jul. 02, 2021	Jun. 04, 2021	Feb. 01, 2021	Aug. 05, 2020	Aug. 31, 2018	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Common stock shares issued upon conversion of redeemable convertible preferred stock	14,182,854
RA Capital Healthcare Fund, L.P
Class of Stock [Line Items]
Purchase price					$ 0.0012
Series Seed redeemable convertible preferred stock
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares						4,000,000		4,000,000
Series Seed redeemable convertible preferred stock \| RA Capital Healthcare Fund, L.P
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares					4,000,000
Purchase price					$ 1.00
Proceeds from sale of redeemable preferred stock					$ 4.0
Series A redeemable convertible preferred stock
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares				3,468,536		40,052,154		6,489,534
Purchase price				$ 1.893		$ 1.893	$ 1.893
Proceeds from sale of redeemable preferred stock				$ 6.6
Redeemable convertible preferred stock, shares issued, conversion of notes				3,020,998
Series A redeemable convertible preferred stock \| Stock purchase agreement \| Three milestones
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares				33,562,620
Purchase price				$ 1.893
Proceeds from sale of redeemable preferred stock				$ 63.5
Series A redeemable convertible preferred stock \| Stock purchase agreement \| First milestone
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares			4,224,274
Proceeds from sale of redeemable preferred stock			$ 8.0
Series A redeemable convertible preferred stock \| Stock purchase agreement \| Second and third milestone
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares		29,338,346
Proceeds from sale of redeemable preferred stock		$ 55.5

Stockholders' Equity - Common Stock (Details)	Jun. 30, 2021 Vote shares	Dec. 31, 2020 shares	Aug. 31, 2018 $ / shares shares
Class of Stock [Line Items]
Common shares, shares issued (in shares)	243,076	243,076
Common shares, votes per share \| Vote	1
RA Capital Healthcare Fund, L.P
Class of Stock [Line Items]
Common shares, shares issued (in shares)			241,467
Share price \| $ / shares			$ 0.0012

Stockholders' Equity - Common Stock reserved for future issuance (Details) - shares	Jun. 30, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Common stock options granted and outstanding	1,768,000
Common stock reserved for future option grants	2,770,954	229,105
Total	18,721,808
Series Seed redeemable convertible preferred stock
Class of Stock [Line Items]
Convertible preferred stock reserved for future issuance	1,287,825
Series A redeemable convertible preferred stock
Class of Stock [Line Items]
Convertible preferred stock reserved for future issuance	12,895,029

Share-Based Compensation - Stock option plan (Details) - shares		6 Months Ended
	Jun. 29, 2021	Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted		2,541,849
Number of shares available for award purposes		1,768,000
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock shares authorized for issuance under share based payment award	2,600,000
Percentage on total number of shares outstanding	4.00%
Number of shares granted		832,000
Number of shares available for award purposes		1,768,000
Expiration period		10 years
2021 Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		4 years
2021 Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		3 years

Share-Based Compensation - Schedule of stock option (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Options
Outstanding at December 31, 2020	229,105
Granted	2,541,849
Exercised	0
Cancelled/Forfeited	0
Outstanding at June 30, 2021	2,770,954	229,105
Vested and exercisable at June 30, 2021	41,250
Vested and expected to vest at June 30, 2021	2,770,954
Weighted Average Exercise Price
Outstanding at December 31, 2020	$ 1.74
Granted	6.04
Exercised	0
Cancelled/Forfeited	0
Outstanding at June 30, 2021	5.69	$ 1.74
Vested and exercisable at June 30, 2021	2.72
Vested and expected to vest at June 30, 2021	$ 5.69
Weighted Average Remaining Contractual Term
Remaining contractual term	9 years 9 months 14 days	9 years 8 months 8 days
Granted	9 years 10 months 2 days
Vested and exercisable at June 30, 2021	9 years 3 months 14 days
Vested and expected to vest at June 30, 2021	9 years 9 months 14 days
Aggregate Intrinsic Value
Outstanding at June 30, 2021	$ 47,439	$ 0
Vested and exercisable at June 30, 2021	829
Vested and expected to vest at June 30, 2021	$ 47,439

Share-Based Compensation - Employee stock purchase plan (Details) - Employee stock purchase plan	6 Months Ended
	Jun. 30, 2021 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock available for issuance	230,000
Percentage of common stock purchase price	15.00%
Discount percentage on marker price	85.00%
Shares issued	0

Share-Based Compensation - Schedule of assumptions used in pricing model for the stock options (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share Based Compensation Arrangement By Share Based Payment Fair Value Assumptions [Line Items]
Expected term (in years)		6 years		6 years
Expected volatility, minimum	68.70%	79.20%	68.70%	68.00%
Expected volatility, maximum	69.60%	79.40%	69.60%	79.40%
Risk-free interest rate		0.40%
Risk-free interest rate, minimum	1.00%		1.00%	0.40%
Risk-free interest rate, maximum	1.20%		1.20%	1.50%
Expected dividend	0.00%	0.00%	0.00%	0.00%
Maximum
Share Based Compensation Arrangement By Share Based Payment Fair Value Assumptions [Line Items]
Expected term (in years)	6 years 1 month 6 days		6 years 1 month 6 days
Minimum
Share Based Compensation Arrangement By Share Based Payment Fair Value Assumptions [Line Items]
Expected term (in years)	5 years 9 months 18 days		5 years 9 months 18 days

Share-Based Compensation - Schedule of expense related to stock options (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 321	$ 6	$ 344	$ 13
Share-Based Compensation Expense
Unrecognized stock based compensation	9,400		$ 9,400
Unrecognized stock-based compensation weighted-average period			3 years 8 months 12 days
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	101	2	$ 113	2
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 220	$ 4	$ 231	$ 11

Related Party Transactions (Details) - Service agreement with carnot LLC - USD ($)		3 Months Ended		6 Months Ended
	Sep. 18, 2018	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Term of service agreement	2 years
Accounts payable, related party		$ 8,524		$ 8,524		$ 5,632
Research and development and general and administrative expenses
Related Party Transaction [Line Items]
Expenses incurred under service agreement		$ 44,516	$ 26,542	$ 100,000	$ 100,000

Commitments and Contingencies (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Commitments and Contingencies.
Commitments and contingencies

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended
	Jul. 02, 2021	Jul. 31, 2021	Jun. 30, 2021	Jun. 22, 2021	Dec. 31, 2020	Aug. 03, 2020
Subsequent Event [Line Items]
Common stock, shares outstanding			243,076		243,076
Common stock, shares authorized			50,000,000	150,000,000	50,000,000	50,000,000
Initial Public Offering
Subsequent Event [Line Items]
Number of shares issued	9,984,463
Net proceeds	$ 127.0	$ 127.0
Issuance of redeemable convertible preferred stock (in shares)	14,182,854
Subsequent events \| Initial Public Offering
Subsequent Event [Line Items]
Number of shares issued	9,984,463
Offering price	$ 14.00
Net proceeds	$ 127.0
Underwriting discounts and commissions	9.8
IPO related costs	$ 3.0
Number of convertible preferred shares converted	44,052,154
Issuance of redeemable convertible preferred stock (in shares)	14,182,854
Common stock, shares outstanding	24,410,393
Common stock, shares authorized	150,000,000
Undesignated preferred stock, Authorized	10,000,000

Subsequent Events - Impact of IPO on certain condensed balance sheet on proforma basis (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019
Subsequent Event [Line Items]
Cash and cash equivalents	$ 59,150		$ 4,573
Deferred offering costs	3,000		0
Total stockholders' deficit	(21,578)	$ (16,115)	$ (13,344)	$ (7,268)	$ (5,072)	$ (3,643)
Initial Public Offering
Subsequent Event [Line Items]
Cash and cash equivalents	59,150
Deferred offering costs	3,016
Convertible preferred stock	79,819
Additional paid-in capital	407
Total stockholders' deficit	$ (21,578)
Pro Forma \| Initial Public Offering
Subsequent Event [Line Items]
Cash and cash equivalents				186,150
Common stock				2
Additional paid-in capital				207,224
Total stockholders' deficit				$ 185,241

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI http://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

Subsequent Events - Lease agreement (Details) - Subsequent events - Lease agreement for office space	Aug. 06, 2021 USD ($)
Subsequent Event [Line Items]
Lease initial term	39 months
Base rent	$ 200,000
Right-of-use asset	0
Lease liability	$ 0