0001628280-22-013760 | 10-Q | XBRL Viewer

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Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2022	May 01, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-40646
Entity Registrant Name	ABSCI CORP
Entity Incorporation, State	DE
Entity Tax Identification Number	85-3383487
Entity Address, Street	18105 SE Mill Plain Blvd
Entity Address, City	Vancouver
Entity Address, State	WA
Entity Address, Postal Zip Code	98683
City Area Code	360)
Local Phone Number	949-1041
Title of each class	Common Stock. $0.0001 par value
Trading Symbol(s)	ABSI
Name of each exchange on which registered	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		92,852,032
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001672688

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 226,004	$ 252,569
Restricted cash	23,014	10,513
Receivables under development arrangements	350	1,425
Prepaid expenses and other current assets	6,593	8,572
Total current assets	255,961	273,079
Operating lease right-of-use assets	6,266	6,538
Property and equipment, net	54,611	52,114
Intangibles, net	54,150	54,992
Goodwill	21,335	21,335
Restricted cash, long-term	1,844	16,844
Other long-term assets	1,293	1,293
TOTAL ASSETS	395,460	426,195
Current liabilities:
Accounts payable	6,739	8,385
Accrued expenses	25,641	17,434
Long-term debt, current	2,400	2,400
Operating lease obligations	1,545	1,502
Financing lease obligations	2,766	2,785
Deferred revenue	2,791	1,353
Total current liabilities	41,882	33,859
Long-term debt - net of current portion	531	1,124
Operating lease obligations - net of current portion	8,568	8,969
Finance lease obligations - net of current portion	2,402	3,231
Deferred tax, net	1,359	743
Other long-term liabilities	222	12,162
TOTAL LIABILITIES	54,964	60,088
Commitments (See Note 7)
STOCKHOLDERS' EQUITY
#REF!	0	0
Common stock, $0.0001 par value; 500,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 92,835,187 and 92,648,036 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	9	9
Additional paid-in capital	561,029	557,136
Accumulated deficit	(220,519)	(191,025)
Accumulated other comprehensive loss	(23)	(13)
TOTAL STOCKHOLDERS' EQUITY	340,496	366,107
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 395,460	$ 426,195

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (usd per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000
Common stock, shares, issued (in shares)	92,835,187	92,648,036
Common stock, shares, outstanding (in shares)	92,835,187	92,648,036

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenues
Technology development revenue	$ 454	$ 940
Collaboration revenue	365	123
Total revenues	819	1,063
Operating expenses
Research and development	15,827	7,050
Selling, general and administrative	10,889	4,685
Depreciation and amortization	2,906	476
Total operating expenses	29,622	12,211
Operating loss	(28,803)	(11,148)
Other expense
Interest expense	(195)	(455)
Other income, net	125	164
Total other expense, net	(70)	(291)
Loss before income taxes	(28,873)	(11,439)
Income tax (expense) benefit	(621)	477
Net loss	(29,494)	(10,962)
Cumulative undeclared preferred stock dividends	0	(995)
Net loss applicable to common stockholders and unitholders, basic	(29,494)	(11,957)
Net loss applicable to common stockholders and unitholders, diluted	$ (29,494)	$ (11,957)
Net loss per share attributable to common stockholders: basic (usd per share)	$ (0.33)	$ (0.70)
Net loss per share attributable to common stockholders: diluted (usd per share)	$ (0.33)	$ (0.70)
Weighted-average common shares outstanding: basic (in shares)	90,272,205	16,980,074
Weighted-average common shares outstanding: diluted (in shares)	90,272,205	16,980,074
Comprehensive loss:
Net loss	$ (29,494)	$ (10,962)
Foreign currency translation adjustments	(10)	0
Comprehensive loss	$ (29,504)	$ (10,962)

STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED) - USD ($) $ in Thousands	Total	Preferred stock Redeemable Convertible Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss
Increase (Decrease) in Stockholders' Equity
Beginning balance, shares			17,887,631
Beginning balance at Dec. 31, 2020		$ 156,433
Beginning balance, shares at Dec. 31, 2020		13,752,043
Increase (Decrease) in Temporary Equity
Issuance of Series E preferred stock, net of issuance costs		$ 4,944
Issuance of Series E preferred stock, net of issuance costs, shares		254,886
Ending balance at Mar. 31, 2021		$ 161,377
Ending balance, shares at Mar. 31, 2021		14,006,929
Beginning balance at Dec. 31, 2020	$ (89,428)		$ 2	$ 635	$ (90,065)	$ 0
Increase (Decrease) in Stockholders' Equity
Issuance of restricted stock, shares			703,425
Stock-based compensation	1,519			1,519
Issuance of shares in acquisition of Denovium	368			368
Issuance of shares in acquisition of Denovium, shares			1,010,296
Net loss	(10,962)				(10,962)
Ending balance at Mar. 31, 2021	(98,503)		$ 2	2,522	(101,027)	0
Ending balance, shares at Mar. 31, 2021			19,601,352
Increase (Decrease) in Stockholders' Equity
Beginning balance, shares			19,601,352
Beginning balance, shares			92,648,036
Beginning balance at Dec. 31, 2021		$ 0
Beginning balance, shares at Dec. 31, 2021		0
Ending balance at Mar. 31, 2022		$ 0
Ending balance, shares at Mar. 31, 2022		0
Beginning balance at Dec. 31, 2021	366,107		$ 9	557,136	(191,025)	(13)
Increase (Decrease) in Stockholders' Equity
Issuance of shares upon option exercise	213			213
Issuance of shares upon option exercise, shares			187,151
Stock-based compensation	3,680			3,680
Foreign currency translation adjustments	(10)					(10)
Net loss	(29,494)				(29,494)
Ending balance at Mar. 31, 2022	$ 340,496		$ 9	$ 561,029	$ (220,519)	$ (23)
Ending balance, shares at Mar. 31, 2022			92,835,187
Increase (Decrease) in Stockholders' Equity
Beginning balance, shares			92,835,187

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash Flows From Operating Activities
Net loss	$ (29,494)	$ (10,962)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,906	476
Deferred income taxes	616	(477)
Stock-based compensation	3,740	2,152
Change in fair value of contingent consideration	750	0
Gain on extinguishment of loan payable	0	(636)
Preferred stock warrant liability expense	0	475
Changes in operating assets and liabilities:
Receivables under development arrangements	1,074	615
Prepaid expenses and other current assets	1,801	(690)
Operating lease right-of-use assets and liabilities	(86)	255
Other long-term assets	0	32
Accounts payable	637	1,258
Accrued expenses and other liabilities	(4,531)	444
Deferred revenue	1,438	(227)
Net cash used in operating activities	(21,149)	(7,285)
Cash Flows From Investing Activities
Purchases of property and equipment	(6,857)	(6,364)
Acquisitions, net of cash acquired	0	(2,512)
Net cash used in investing activities	(6,857)	(8,876)
Cash Flows From Financing Activities
Proceeds from issuance of redeemable convertible preferred units and stock, net of issuance costs	0	4,944
Principal payments on long-term debt	(600)	0
Principal payments on finance lease obligations	(671)	(368)
Proceeds from issuance of common stock, net of issuance costs	213	0
Proceeds from issuance of convertible promissory notes	0	125,000
Net cash (used in) provided by financing activities	(1,058)	129,576
Net (decrease) increase in cash, cash equivalents, and restricted cash	(29,064)	113,415
Cash, cash equivalents and restricted cash - Beginning of year	279,926	71,708
Cash, cash equivalents, and restricted cash - End of period	250,862	185,123
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest	155	154
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Property and equipment purchased under finance lease	0	733
Right-of-use assets obtained in exchange for operating lease obligation	0	3,330
Cash paid for amounts included in the measurement of operating lease liabilities	565	109
Property and equipment purchases included in accounts payable	3,282	5,685
Deferred offering costs included in accounts payable	$ 0	$ 337

Organization and nature of operations	3 Months Ended
Organization and nature of operations	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and nature of operations	Organization and nature of operations Absci Corporation (the “Company”) has developed an integrated drug creation platform (the “Integrated Drug Creation Platform”) by merging deep learning artificial intelligence and synthetic biology. The Integrated Drug Creation Platform enables the creation of biologics by unifying the drug discovery and cell line development processes into one process. The Company was organized in the State of Oregon in August 2011 as a limited liability company and converted to a limited liability company (“LLC”) in Delaware in April 2016. In October 2020, the Company converted from a Delaware LLC to a Delaware corporation (the “LLC Conversion”). The Company’s headquarters are located in Vancouver, Washington. Authorized shares of common stock In June 2021, the Company’s board of directors (the “Board”) and stockholders increased the number of authorized shares of common stock to 78,320,000. Initial Public Offering In July 2021, we completed our initial public offering (the “IPO”) and issued 14.4 million shares of our common stock, including 1.9 million shares pursuant to the full exercise of the underwriters’ option to purchase additional shares, at a price of $16.00 per share and received net proceeds of $210.1 million from the IPO. Immediately prior to the completion of the IPO, all shares of redeemable convertible preferred stock then outstanding were converted into 46.3 million shares of common stock and all convertible notes issued in March 2021 were converted into 9.7 million shares of common stock. Amendments to Certificate of Incorporation or Bylaws In connection with the consummation of the IPO, the Company filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware. The Board and stockholders previously approved the Restated Certificate to be filed in connection with, and to be effective upon, the consummation of the IPO. The Restated Certificate amended and restated the Company’s existing amended and restated certificate of incorporation, as amended, in its entirety to, among other things: (i) authorize 500,000,000 shares of common stock; (ii) eliminate all references to the previously-existing series of preferred stock; (iii) authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Board in one or more series; (iv) establish a classified board divided into three classes, with each class serving staggered three-year terms and (v) require the approval of holders of at least 75% of the voting power of the Company’s outstanding shares of voting stock to amend or repeal certain provisions of the Restated Certificate. Stock split On July 16, 2021, the Board and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a forward stock split of the Company’s issued and outstanding common stock at a 3.3031-to-1 ratio, which was effected on July 19, 2021. The par value and convertible preferred stock were not adjusted as a result of the forward stock split. All issued and outstanding common stock, options to purchase common stock and units, and per share and unit amounts contained in the financial statements have been retroactively adjusted to reflect the forward stock split for all periods presented. The financial statements have also been retroactively adjusted to reflect a proportional adjustment to the conversion ratio for each series of preferred stock that was effected in connection with the forward stock split. Unaudited Interim Financial Information We prepared our interim condensed consolidated financial statements that accompany these notes in conformity with U.S. GAAP, consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended December 31, 2021. We have made estimates and judgments affecting the amounts reported in our condensed consolidated financial statements and the accompanying notes. The actual results that we experience may differ materially from our estimates. The interim financial information is unaudited and reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This report should be read in conjunction with the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 where we include additional information about our critical accounting estimates.

Summary of significant accounting policies	3 Months Ended
Summary of significant accounting policies	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of significant accounting policies	Summary of significant accounting policies Basis of presentation The condensed consolidated financial statements are prepared in accordance with U.S. GAAP as defined by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the Company’s wholly-owned subsidiaries and entities under its control. The Company has eliminated all intercompany transactions and accounts. There have been no material changes in the accounting policies from those disclosed in the audited consolidated financial statements and the related notes included in the Annual Report on Form 10-K,which was filed with the SEC on March 22, 2022. Recently issued accounting pronouncements, not yet adopted In December 2019, the FASB issued amended guidance on the accounting and reporting of income taxes. The guidance is intended to simplify the accounting for income taxes by removing exceptions related to certain intraperiod tax allocations and deferred tax liabilities; clarifying guidance primarily related to evaluating the step-up tax basis for goodwill in a business combination; and reflecting enacted changes in tax laws or rates in the annual effective tax rate. The amended guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The application of the amendments in the new guidance are to be applied on a retrospective basis, on a modified retrospective basis through a cumulative-effect adjustment to retained earnings or prospectively, depending on the amendment. The Company is currently evaluating the impact of the potential adoption of this guidance on its consolidated financial statements.

Revenue recognition	3 Months Ended
Revenue recognition	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Revenue recognition	Revenue recognition Contract balances Contract assets are generated when contractual billing schedules differ from revenue recognition timing and the Company records a contract receivable when it has an unconditional right to consideration. As of March 31, 2022 and December 31, 2021, contract assets were $0.2 million and $0.6 million, respectively. Contract liabilities are recorded in deferred revenue when cash payments are received or due in advance of the satisfaction of performance obligations. As of March 31, 2022 and December 31, 2021, contract liabilities were $2.8 million and $1.4 million, respectively. During the three months ended March 31, 2022 and 2021, the Company recognized $0.4 million and $1.0 million, respectively, as revenue that had been included in deferred revenue at the beginning of the period. KBI BioPharma, Inc. Collaboration agreement In December 2019, the Company executed a four-year Joint Marketing Agreement (“JMA”) with KBI BioPharma, Inc. (“KBI”) to co-promote technologies through joint marketing efforts. The JMA provides for a non-refundable upfront payment of $0.8 million and milestone payments of $2.8 million in the aggregate, of which $2.3 million had been received as of March 31, 2022, upon the achievement of specific milestones. Upfront payments that relate to ongoing collaboration efforts required throughout the contract term such as joint marketing are recognized ratably throughout the contract term. The Company fully constrains revenue associated with the milestone payments until the specified milestones are probable of achievement. Additionally, KBI is obligated to make royalty payments to the Company during the fourth year of the JMA representing a percentage of its sales generated through the arrangement. Any costs incurred to KBI through the duration of the JMA are recognized as a reduction to collaboration revenue in the period in which they are incurred. In September 2021, the JMA was amended to shorten the term to approximately three years, while all remaining payments, including potential royalty payments, were replaced with a one-time fee due from KBI in the amount of $0.3 million. The Company determined the remaining services were distinct from those provided prior to the modification and therefore recognizes the total remaining transaction price prospectively over the remaining contractual term. As of March 31, 2022 and December 31, 2021, deferred revenue related to the JMA was $0.9 million and $1.2 million, respectively.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Acquisitions

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Acquisition of Denovium

In January 2021, the Company completed its acquisition of the common stock of Denovium, Inc. (“Denovium”), an artificial intelligence deep learning company focused on protein discovery and design. The Company is integrating Denovium’s technology into its Integrated Drug Creation Platform. The acquisition has been accounted for as a business combination.

Pursuant to the terms of the agreement, the Company acquired all outstanding equity of Denovium for estimated total consideration of $3.0 million, which consists of (in thousands):



Cash consideration	$	2,670
Equity consideration	368
Total purchase consideration	$	3,038

Cash consideration includes a $2.5 million upfront payment and a payment for working capital adjustments.

In addition to the $2.5 million paid upfront, $2.5 million was placed into escrow subject to the continued service and/or employment of Denovium’s co-founders over a one-year period. This amount is not included in the total consideration and is accounted for as compensation expense over the one-year service period, and was included in current restricted cash and accrued expenses on the condensed consolidated balance sheet as of December 31, 2021. The $2.5 million of compensation expense was paid out in the three months ended March 31, 2022.

The Company issued 1,010,296 shares of its common stock to the Denovium co-founders, of which 80% or 808,238 shares is subject to a Stock Restriction Agreement and vests monthly over a four-year term subject to a service condition. The fair value of these shares of $1.5 million will be recognized as compensation cost over the four-year service period. The remaining 20%, or 202,058 shares, vested immediately and is included in the total consideration.

The following table summarizes the allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed (in thousands):



Cash and cash equivalents	$	158
Accounts receivable	59
Other current assets	1
Intangible assets	2,507
Goodwill	1,055
TOTAL ASSETS	3,780
Accounts payable and accrued expenses	109
Deferred tax liability	633
TOTAL LIABILITIES	742
Fair value of net assets acquired and liabilities assumed	$	3,038

Goodwill arising from the acquisition of $1.1 million was attributable to the assembled workforce and expected synergies between the Integrated Drug Creation Platform and the Denovium Engine. The goodwill is not deductible for tax purposes. As of December 31, 2021, the Company had fully completed the analysis to assign fair values to all assets acquired and liabilities assumed.

The following table reflects the fair values of the identified intangible assets of Denovium and their respective weighted-average estimated amortization periods.



	Estimated Fair Value (in thousands)		Estimated Amortization Period (years)
Denovium Engine	$	2,507	5
	$	2,507

Acquisition of Totient

On June 4, 2021, the Company entered into a merger agreement with Totient, Inc. (“Totient”), under which, at the effective time, a wholly owned entity, or Merger Sub, merged with Totient, with Merger Sub surviving as a wholly owned subsidiary of the Company.

Pursuant to the merger agreement, at closing, Totient shareholders became eligible to receive an aggregate payment of $55.0 million in cash, of which $40.0 million in cash was paid at closing, subject to customary purchase price adjustments and escrow restrictions, and $15.0 million in cash shall be paid upon the achievement of expected milestones, and 2,212,208 shares of the Company’s common stock. The $40.0 million cash consideration includes $8.0 million of deferred cash payment, due in one year, which is held in escrow and included in current restricted cash and accrued expenses on the condensed consolidated balance sheet as of March 31, 2022. All common stock issued is unrestricted, except for those shares granted to certain members of Totient’s management, of which 25% of the shares issued were vested upon the closing of the transaction and the remaining 75% will vest over 2.5 years, in six-month installments subject to their continuing service relationships with the Company.

The following table summarizes the purchase price (in thousands):



Estimated cash payment to Totient stockholders	$	35,368	(i)
Estimated stock payment to Totient stockholders	13,891		(ii)
Estimated cash payment contingent on achieving specified milestone	12,000		(iii)
Total	$	61,259

(i)Pursuant to the merger agreement, the initial purchase price includes $40.0 million of cash adjusted for the agreed upon working capital value which includes the payment of Totient’s transaction and other expenses as well as payments to Totient stock option holders for the cancellation and extinguishment of Totient stock options.

(ii)Pursuant to the merger agreement, 2,212,208 shares of common stock issued in payment to Totient stockholders with 1,282,747 vesting immediately and therefore included in the purchase price consideration. The remaining 929,461 shares will vest ratably, every six months over 5 equal installments of a 2.5 years service period and will be expensed over the service period. These shares are subject to a stock restriction agreement that requires certain key Totient executives to maintain a continued service relationship throughout the service period.

(iii)Represents the estimated fair value of the contingent consideration that is payable upon the achievement of the milestone of (i) Absci’s entering into one or more definitive commercialization agreements, or technology partnering or licensing agreements, or collaboration agreements, with third parties using, or related to, Totient’s technology, a target discovered or identified by using Totient’s technology, or a peptide, protein complex or amino acid sequence assembled using Totient’s technology, including any Totient product or enabled product, pursuant to which (a) Absci is entitled to receive at least $2.0 million in aggregate upfront cash or equity payments (provided, that the minimum upfront payment under any individual agreement shall be $1.0 million and (b) an option for a license or a license or similar right is granted to the third party; or (ii) first commercial sale of a Totient product or enabled product. The fair value estimate is based on a probability-weighted approach and will be updated as we obtain more information. The $12.0 million of contingent consideration originally measured was adjusted to reflect the increased probability of achievement. As of March 31, 2022 the fair value is $12.8 million and is included in accrued expenses on the condensed consolidated balance sheet as of March 31, 2022. The expense associated with the remeasurement is included within research and development expenses on the condensed consolidated statement of operations and comprehensive loss.

The following table summarizes the allocation of the estimated consideration to the identifiable assets and liabilities acquired by us as of June 4, 2021 (in thousands).



Current assets:
Cash and cash equivalents	$	1,751
Prepaid expenses and other current assets	189
Total current assets	1,940
Operating lease right-of-use assets	266
Property and equipment, net	118
Goodwill	20,280		(i)
Intangible assets	54,600		(ii)
Other long-term assets	23
TOTAL ASSETS	77,227
Current liabilities:
Accounts payable	78
Accrued expenses	6,588
Operating lease obligations	122
Total current liabilities	6,788
Operating lease obligations - net of current portion	144
Deferred tax, net	9,012
Other long-term liabilities	24
TOTAL LIABILITIES	15,968
Fair value of net assets acquired and liabilities assumed	$	61,259

(i)Goodwill represents the excess of the estimated purchase price over the estimated fair value of Totient’s identifiable assets acquired and liabilities assumed. Goodwill also reflects the requirement to record deferred tax balances for the difference between the assigned values and the tax bases of assets acquired and liabilities assumed in the business combination. Goodwill is not deductible for tax purposes.

(ii)The estimated fair value of and useful lives of the intangible assets acquired is as follows:


	Estimated fair value (in thousands)(i)		Estimated useful lives (in years)(ii)
Monoclonal antibody library	$	46,300	20
Developed software platform and the related methods patents	8,300		15
Total	$	54,600

(i)The estimated fair values were categorized within Level 3 of the fair value hierarchy and were determined using an income-based approach, which was based on the present value of the future estimated after-tax cash flows attributable to each intangible asset. The significant assumptions inherent in the development of the values, from the perspective of a market participant, include the amount and timing of projected future cash flows (including revenue, regulatory success and profitability), and the discount rate selected to measure the risks inherent in the future cash flows, which was between 18%-23%. These fair values are based on the most recent estimate of the fair value available and will be updated as we obtain more information.

(ii)The estimate of the useful life was based on an analysis of the expected use of the asset by us, any legal, regulatory or contractual provisions that may limit the useful life, the effects of obsolescence, competition and other relevant economic factors, and consideration of the expected cash flows used to measure the fair value of the intangible asset.

As of March 31, 2022, the Company had fully completed the analysis to assign fair values to all assets acquired and liabilities assumed and recorded no adjustments to the preliminary purchase price allocation in the three months ended March 31, 2022. During the year ended December 31, 2021, the Company recorded adjustments to goodwill of $1.6 million primarily related to deferred taxes.

The Company’s results of operations for the three months ended March 31, 2022 include the operating results of Totient within the condensed consolidated statement of operations and comprehensive loss. The operating

results of Totient are not included within the condensed consolidated statement of operations and comprehensive loss for the three months ended March 31, 2021.

Property and equipment, net

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Property and equipment, net

Property and equipment as of March 31, 2022 and December 31, 2021 consists of the following (in thousands):



	March 31,		December 31,
	2022		2021
Construction in progress	$	304	$	933
Lab Equipment	32,138		27,776
Software	308		311
Furniture, Fixtures and Other	4,955		4,804
Leasehold Improvements	25,350		24,671
Total Cost	63,055		58,495
Less accumulated depreciation and amortization	(8,444)		(6,381)
Property and equipment, net	$	54,611	$	52,114

Depreciation expense was $2.1 million and $0.4 million for the three months ended March 31, 2022 and 2021, respectively.

Long-term debt and other borrowings	3 Months Ended
Long-term debt and other borrowings	Mar. 31, 2022
Debt Disclosure [Abstract]
Long-term debt and other borrowings	Long-term debt and other borrowings In June 2018, the Company signed a Loan and Security Agreement (“LSA”) with Bridge Bank (“Bank”), a division of Western Alliance Bank. The purpose of the LSA was to provide long-term financing to the Company through term loans available for borrowing in three tranches up to a maximum of $3.0 million through December 2019 upon the attainment of certain milestones as delineated in the LSA. The first tranche of $0.3 million was borrowed in 2018. The Company was obligated to make interest-only payments until the amortization date of June 28, 2019 and after that date to make principal and interest payments. Interest on outstanding borrowings under the LSA is charged at a rate of 6% per annum. This loan was scheduled to originally mature in May 2022, at which time all outstanding principal and accrued and unpaid interest is due and payable. This loan is secured by substantially all tangible assets of the Company; intellectual property is excluded from the secured collateral but is subject to a negative pledge in favor of the Bank. In March 2019, the Company entered into a first amendment to the LSA that increased total borrowings to $3.0 million and added a financial liquidity covenant. The amendment was accounted for as a debt modification and no gain or loss was recognized in the Company’s financial statements. In May 2020, the Company entered into a second amendment to the LSA that increased total borrowings to $5.0 million. The amortization date was extended to May 1, 2021 except, if a certain revenue and new contract bookings milestone is achieved, the amortization date is extended to November 1, 2021. The maturity date of the loan was extended to May 11, 2024. The amendment was accounted for as a debt modification and no gain or loss was recognized in the Company’s financial statements. In August 2020, the Company entered into a third amendment to the LSA that waived an event of default due to failure to meet a financial covenant. The amendment also expanded the definition of permitted indebtedness to include Payroll Protection Plan (“PPP”) loans, and modified financial and restrictive covenants. In February 2021, the Company entered into a fourth amendment to the LSA. This amendment gave effect to the Company’s conversion to a corporation and its purchase of Denovium, including permitting certain cash and equity consideration linked to continued employment and service requirements, and adding Denovium as co-borrower to the LSA. In June 2021, the Company entered into a fifth amendment to the LSA. This amendment modified the term loan’s maturity date to June 16, 2023. In February 2022, the Company entered into a sixth amendment to the LSA. This amendment modified various definitions and terms within the agreement, with no adjustments to the financial terms. The Company may prepay all, but not less than all, of the term loans at any time upon 10 days written notice, with a prepayment premium beginning at 1.0% initially and declining to 0% after May 11, 2022. The Company is also required to pay a final payment equal to 3% of the principal amount funded, which is payable upon the earliest to occur of (i) the maturity date, (ii) acceleration and (iii) the prepayment of the loan. As part of the second amendment, the Company paid a one-time amendment fee and a pro-rated final payment in connection with the amendment. The final payment represents an additional principal payment and is accounted for as a debt discount that will be accreted through the maturity date of the loan based on the effective interest method. In connection with entering into the LSA in June 2018, the Company entered into an agreement whereby the Company is required to pay a fee of 3.5% of the aggregate amount of term loans funded by Bank under the LSA within three business days of a sale or other disposition of substantially all of the Company’s assets, a merger or consolidation, a change in control or an initial public offering. Concurrent with the second amendment, the Company and the Bank entered into an amended agreement which extended the term of the fee to May 11, 2030. This fee became payable upon completion of the Company’s IPO on July 26, 2021 and was paid during the year ended December 31, 2021. Under the LSA (as amended), the Company is subject to a financial covenant. The covenant, as amended, requires that the Company maintain at all times either (a) unrestricted cash and cash equivalents in an amount equal to or greater than the Company’s monthly cash burn or (b) trailing 6-month revenue of at least 80% of the Company’s revenue projections (over the same 6-month period) determined using the lender’s measurement method. As of March 31, 2022, the Company was in compliance with this financial covenant. As of March 31, 2022, the outstanding principal balance under the LSA was $2.8 million. The carrying amount of the long-term debt approximates fair value. In May 2020, the Company received a PPP loan pursuant to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) in the amount of $0.6 million. The loan had a two-year term and bore a fixed interest rate of 1%. Under the terms of the CARES Act, the loan was eligible to be forgiven, in part or whole, if the proceeds were used to retain and pay employees and for other qualifying expenditures. In February 2021, the Company received notification from the Small Business Administration that they approved the forgiveness of the full $0.6 million PPP loan and a gain on extinguishment in this amount was recorded as other income in the condensed consolidated statement of operations and comprehensive loss. In March 2021, the Company entered into a Note Purchase Agreement to issue and sell $125.0 million convertible promissory notes (the “2021 Notes”) to certain investors. The 2021 Notes accrued interest at 6% per annum. Due to certain embedded features within the 2021 Notes, the Company elected to account for these notes, including all of their embedded features, under the fair value option. The Company has elected to recognize interest expense based on the 6% per annum coupon rate of the Notes, which was included in other long-term liabilities on the condensed consolidated balance sheet through the date of the IPO. Based on the terms of the agreement, the 2021 Notes converted at an 18% discount from the offering price to the public in the IPO. Prior to the conversion, the Company recorded a final fair value adjustment of the 2021 Notes using the Company's common stock price at the IPO. Immediately prior to the completion of the IPO, all outstanding principal under the 2021 Notes and the related accrued interest expense were converted into an aggregate of 9,732,593 shares of our common stock based on an initial public offering price of $16.00 per share.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Section 50
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 470
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-Paragraph 1I
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Commitment and Contingencies	3 Months Ended
Commitment and Contingencies	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	Commitments and contingenciesAs of March 31, 2022, future lease payments are secured by irrevocable standby letters of credit totaling $1.8 million. The irrevocable standby letters of credit are expected to be pledged for the full lease terms which extend through 2024 and 2028 for each of the Company’s facility leases.The Company is not currently party to any material claims or legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss or a potential range of loss is both probable and reasonably estimable.

Stock-based compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Stock-based compensation

Prior to the LLC Conversion, the Company granted incentive units and phantom units under its 2015 Equity-Based Incentive Plan (“2015 Plan”) to employees and non-employee service providers. In October 2020, in conjunction with the LLC Conversion, the Company adopted the 2020 Stock Option and Grant Plan (“2020 Plan”) under which it granted stock options, restricted shares, and SARs as replacement awards for outstanding awards under the 2015 Plan and as new awards to incentivize employee service. Upon completion of the IPO, the Company adopted the 2021 Stock Option and Incentive Plan (“2021 Plan”).

Total stock-based compensation expense related to all of the Company’s stock-based awards was recorded in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands):



	For the Three Months Ended March 31,
		2022		2021
Research and development		1,423		1,076
Selling, general and administrative		2,357		1,076
Total stock-based compensation expense		$	3,780	$	2,152

Restricted Stock

Upon the LLC Conversion, the outstanding 3,329,707 incentive units were exchanged for 2,671,907 restricted shares of common stock granted under the 2020 Plan based on a ratio determined by their threshold amount and the fair value of the restricted stock. The exchange was accounted for as a probable-to-probable modification (Type I modification), and the fair value of the restricted shares did not exceed the fair value of the incentive units on the date of exchange. Accordingly, the restricted shares are measured at the grant date fair value of the incentive units. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture. In connection with its acquisitions of Denovium and Totient, the Company issued restricted shares of common stock that vest over time subject to continued service.

Activity for the restricted shares is shown below:


			Number of shares
Unvested as of December 31, 2021			2,585,670
Granted			—
Vested			(176,152)
Unvested as of March 31, 2022			2,409,518

As of March 31, 2022, there was $10.2 million of unrecognized compensation expense related to the restricted shares expected to be recognized over a remaining weighted-average period of 2.0 years.

During the three months ended March 31, 2022, the Company granted 68,175 shares of restricted stock units to certain employees and consultants under the 2021 Plan. As of March 31, 2022, 68,175 shares of these restricted stock units were outstanding. As of March 31, 2022, total unrecognized stock-based compensation related to these restricted stock units was $0.5 million, which the Company expects to recognize over a remaining weighted average period of 3.4 years.

Phantom Units

Phantom units generally vested at 25% after one-year with the remainder vesting quarterly over the following three-year period. Upon the occurrence of a liquidity event, 100% of phantom units would vest. A liquidity event for purposes of the phantom units meant either of the following events: (i) a person or

persons acting as a group (other than a person or group that currently owns more than 50% of the voting power of the Company) acquires ownership of common units that, together with the common units held by such person or group, constitutes more than 50% of the voting power of all common units of the Company or (ii) a person or persons acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value of more than 60% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. Upon a liquidity event, the phantom unit holders were entitled to a payment equal to the fair value of common units less a strike price. The payment was to be made in the same form of consideration as received by other unit holders as a result of the liquidity event. Other than this payment upon a liquidity event, phantom units provided no economic value and they provided no voting rights. Due to the presence of an exercise condition that was contingent upon a liquidity event, the Company determined that it was not probable that the phantom units would become exercisable and no compensation expense has been recognized.

Activity for the phantom units is shown below:


	Number of Units	Weighted Average Strike Price
Unvested as of December 31, 2020	1,202,435	$	0.47
Granted	—	—
Vested	—	—
Exchange of Phantom Units for Cash Payment Rights, SARs, and/or Stock Options	(1,202,435)	$	0.47
Unvested as of March 31, 2021	—	$	—

Following the LLC Conversion, the holders of phantom units were offered to exchange their awards for a combination of cash payment rights, SARs and/or stock options granted under the 2020 Plan. The exchange was accounted for as short-term inducement, with no accounting recognition prior to offer expiration in January 2021 as the exchange offer participants were able to modify their election through the expiration date. In January 2021, all participants accepted the offer. The exercisability of the SARs is contingent upon a liquidity event that is not probable of occurrence; accordingly, no compensation expense has been recognized for these awards. The stock options vest based on a service condition, generally over a 4-year term beginning with the vesting commencement date of the exchanged phantom units. The Company recognizes expense associated with the cash payment rights within stock-based compensation and began to make payments in February 2022 for vested rights. As cash payment rights continue to vest, payments are made monthly.

The aggregate intrinsic value of the 394,736 SARs outstanding as of March 31, 2022 is $3.3 million based on the estimated fair value of common stock of $8.43 per share.

Stock Options

Stock options generally vest 25% after one-year from the date of the grant with the remainder vesting monthly over the following three-year period. Certain options have alternative vesting schedules including ratably over 2-4 years and immediate vesting. The Company recognizes forfeitures as they occur and uses the straight-line expense recognition method. Activity for stock options is shown below:


	Number of Options	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands $)
Outstanding at December 31, 2021	7,757,401	$	3.72	9.2	$	40,939
Granted	3,396,093	7.74
Exercised	(187,151)	1.14
Canceled/ Forfeited	(280,046)	6.78
Expired	(9,005)	1.12
Outstanding at March 31, 2022	10,677,292	4.97		9.1	42,496
Exercisable at March 31, 2022	1,889,711	$	1.16	8.5	$	13,746
Vested and expected to vest as of March 31, 2022	10,677,292			9.1	$	42,496

The aggregate intrinsic value was calculated based on the estimated fair value of common stock of $8.43 per share.

The weighted-average grant date fair value of stock options granted during the three months ended March 31, 2022 and 2021 was $4.49 and $1.79, respectively. The fair value of options vested during the three months ended March 31, 2022 and 2021 was $0.8 million and $1.2 million, respectively. The intrinsic value of options exercised, which represents the value of the Company’s common stock at the time of exercise in excess of the exercise price, was $1.2 million during the three months ended March 31, 2022. As of March 31, 2022, total unrecognized stock-based compensation related to stock options was $36.1 million, which the Company expects to recognize over a remaining weighted average period of 3.3 years.

Under the 2020 Plan and 2021 Plan, the Company has also granted a limited quantity of cash-settled stock appreciation rights to certain international-based employees and consultants. As of March 31, 2022, 143,631 of these stock appreciation rights were outstanding with a weighted average exercise price of $5.65. As of March 31, 2022, the Company had recognized a liability of $0.2 million classified within other long-term liabilities on the condensed consolidated balance sheets and total unrecognized stock-based compensation related to these cash-settled stock appreciation rights was $0.9 million, which the Company expects to recognize over a remaining weighted average period of 3.3 years.

Determination of Fair Value

The estimated grant-date fair value of all the Company’s stock options was calculated using the Black-Scholes option pricing model, based on the following assumptions:



	For the Three Months Ended March 31,
	2022	2021
Expected term (in years)	5.7-7.0	3.5-6.1
Volatility	63%-67%	45%-47%
Risk-free interest rate	0.8%-2.2%	0.3%-1.3%
Dividend Yield	—%	—%

The fair value of each stock option was determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment and estimation by management.

Expected Term—The expected term represents the period that stock-based awards are expected to be outstanding. The Company’s stock options do not have a contractual term. However, there is a constructive maturity of each stock option based on the expected exit or liquidity scenarios for the Company. The Company’s historical option exercise data is limited and did not provide a reasonable basis upon which to estimate an expected term. The expected term for options was derived by using the simplified method which uses the midpoint between the average vesting term and the contractual expiration period of the stock-based award.

Expected Volatility—As we do not have sufficient trading history for our common stock, the expected volatility was derived from the historical stock volatilities of comparable peer public companies within the Company’s industry. These companies are considered to be comparable to the Company’s business over a period equivalent to the expected term of the stock-based awards.

Risk-Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the stock options’ expected term.

Expected Dividend Rate—The expected dividend is zero as the Company has not paid nor does it anticipate paying any dividends on its common stock underlying its stock options in the foreseeable future.

The Company estimated the fair value of its common stock underlying the stock-based awards when performing fair value calculations using the Black-Scholes option pricing model.

In June 2021, the Company increased the number of shares of common stock reserved for future issuance under the 2020 Plan to 11,980,029. In July 2021, upon the completion of IPO, the Company adopted the 2021 Plan. The number of shares of common stock initially reserved for future issuance under the 2021 Plan was 8,133,750. On January 1, 2022, the number of shares of common stock reserved for future issuance under the 2021 Plan was increased by 4,632,401 shares pursuant to an automatic annual increase. As of March 31, 2022, 9,710,500 shares were available for issuance under the 2021 Plan.

Employee Stock Purchase Plan

In July 2021, the Board adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”), which was subsequently approved by the Company’s stockholders and became effective in connection with the IPO. A total of 903,750 shares of common stock were reserved for issuance under the 2021 ESPP. The first offering period has not commenced as of March 31, 2022 and there is no stock-based compensation related to the 2021 ESPP for the period ended March 31, 2022.

Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

The Financial Accounting Standards Board (“FASB”) has defined fair value to establish a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets.

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

When quoted market prices are available in active markets, the fair value of assets and liabilities is estimated within Level 1 of the valuation hierarchy.

If quoted prices are not available, then fair values are estimated by using pricing models, quoted prices of assets and liabilities with similar characteristics, or discounted cash flows, within Level 2 of the valuation hierarchy. In cases where Level 1 or Level 2 inputs are not available, the fair values are estimated by using inputs within Level 3 of the hierarchy.

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 (in thousands):



	March 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Equity securities without RDFV	$	—	$	—	$	1,200	$	1,200
Total assets	$	—	$	—	$	1,200	$	1,200
Liabilities:



Contingent consideration	$	—	$	—	$	12,750	$	12,750
Total liabilities	$	—	$	—	$	12,750	$	12,750



	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Equity securities without RDFV	$	—	$	—	$	1,200	$	1,200
Total assets	$	—	$	—	$	1,200	$	1,200
Liabilities:
Contingent consideration	$	—	$	—	$	12,000	$	12,000
Total liabilities	$	—	$	—	$	12,000	$	12,000

The following table provides reconciliation for all liabilities measured at fair value using significant unobservable inputs (Level 3) for the fiscal quarter ended March 31, 2022 (in thousands):



	Contingent consideration		Total liabilities
Balance at December 31, 2021	$	12,000	$	12,000

Change in fair value during 2022	750		750

Balance at March 31, 2022	$	12,750	$	12,750

The contingent consideration liability is related to the Totient acquisition and is included in accrued expenses on the condensed consolidated balance sheet as of March 31, 2022. The change in fair value of the contingent consideration liability is included within research and development expense on the condensed consolidated statement of operations for the three months ended March 31, 2022. Refer to Note 4: Acquisitions for further information.

The fair value of equity securities without readily determinable fair market values (“RDFV”) is determined based on cost, less any impairment, plus or minus changes in fair value resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. These securities are classified as Level 3 in the fair value hierarchy outlined above.

There are significant judgments, assumptions and estimates inherent in the determination of the fair value of each of the instruments described above. In the future, depending on the valuation approaches used and the expected timing and weighting of each, the inputs described above, or other inputs, may have a greater or lesser impact on the Company’s estimates of fair value.

- 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

Related party transactions	3 Months Ended
Related party transactions	Mar. 31, 2022
Related Party Transactions [Abstract]
Related party transactions	Related party transactionsDuring the year ended December 31, 2021, Phoenix Venture Partners II, L.P. exercised a warrant to purchase 307,211 shares of the Company’s common stock at an exercise price of $0.3027 per share, resulting in total cash proceeds to the Company of $0.1 million. Zachariah Jonasson, a member of the Board, is a principal of Phoenix Venture Partners II, L.P.The Company had no related party transactions for the three months ended March 31, 2022.

Net loss per share attributable to common stockholders

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Net loss per share attributable to common stockholders

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period.

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts):



	For the Three Months Ended March 31,
		2022		2021
Numerator:
Net loss		$	(29,494)	$	(10,962)

Cumulative undeclared preferred stock dividends		—		(995)
Net loss available to common stockholder		$	(29,494)	$	(11,957)

Denominator:
Weighted-average common shares outstanding		90,272,205		16,980,074

Net loss per share, basic and diluted		$	(0.33)	$	(0.70)

The common stock issuable upon the conversion or exercise of the following dilutive securities has been excluded from the diluted net loss per share calculation because their effect would have been anti-dilutive. Diluted net loss per share, therefore, does not differ from basic net loss per share for the periods presented.

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



	Three Months Ended March 31,
		2022	2021
Redeemable convertible preferred stock outstanding		—	45,798,558
Redeemable convertible preferred stock warrants		—	307,211

Stock options		9,485,792	4,570,687
Restricted stock units		28,785	—
Unvested restricted stock		2,481,050	2,566,998

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company's effective income tax rate from continuing operations was 2.2% for the three months ended March 31, 2022. The difference between the effective rate and the statutory rate is primarily attributed to the change in the valuation allowance against net deferred tax assets. The Company estimates an annual effective income tax rate based on projected results for the year and applies this rate to income before taxes to calculate income tax expense. When applicable, the income tax provision also includes adjustments for discrete tax items. Any refinements made due to subsequent information that affects the estimated annual effective income tax rate are reflected as adjustments in the current period. For the three months ended March 31, 2022 and 2021, the Company’s tax expense (benefit) was $0.6 million and $(0.5) million, respectively. The Company recognizes the effect of income tax positions only if those positions are “more likely than not” of being sustained. As of March 31, 2022, the Company has $0.8 million of unrecognized tax benefits. Interest and penalties accrued on unrecognized tax benefits are recorded as tax expense within the condensed consolidated financial statements. The Company does not expect a significant increase or decrease to the total amounts of unrecognized tax benefits within the next twelve months. The Company and its subsidiaries file U.S. federal income tax returns and various state, local and foreign income tax returns. At March 31, 2022, the Company’s statutes of limitations are open for all federal and state years filed after the year of incorporation ending December 31, 2020. Net operating loss (“NOL”) and credit carryforwards from all years, including carryforwards from acquisitions generated prior to 2020, are subject to examination and adjustments for the three years following the year in which the carryforwards are utilized. The Company is not currently under Internal Revenue Service or state examination. Pursuant to Internal Revenue Code Sections 382 and 383, the utilization of NOLs and other tax attributes may be substantially limited due to cumulative changes in ownership greater than 50% that may have occurred or could occur during applicable testing periods.

- 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

Summary of significant accounting policies (Policies)	3 Months Ended
Summary of significant accounting policies (Policies)	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The condensed consolidated financial statements are prepared in accordance with U.S. GAAP as defined by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the Company’s wholly-owned subsidiaries and entities under its control. The Company has eliminated all intercompany transactions and accounts. There have been no material changes in the accounting policies from those disclosed in the audited consolidated financial statements and the related notes included in the Annual Report on Form 10-K,which was filed with the SEC on March 22, 2022.
Recently issued accounting pronouncements, not yet adopted	Recently issued accounting pronouncements, not yet adopted In December 2019, the FASB issued amended guidance on the accounting and reporting of income taxes. The guidance is intended to simplify the accounting for income taxes by removing exceptions related to certain intraperiod tax allocations and deferred tax liabilities; clarifying guidance primarily related to evaluating the step-up tax basis for goodwill in a business combination; and reflecting enacted changes in tax laws or rates in the annual effective tax rate. The amended guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The application of the amendments in the new guidance are to be applied on a retrospective basis, on a modified retrospective basis through a cumulative-effect adjustment to retained earnings or prospectively, depending on the amendment. The Company is currently evaluating the impact of the potential adoption of this guidance on its consolidated financial statements.

Acquisitions (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Consideration Transferred

Pursuant to the terms of the agreement, the Company acquired all outstanding equity of Denovium for estimated total consideration of $3.0 million, which consists of (in thousands):



Cash consideration	$	2,670
Equity consideration	368
Total purchase consideration	$	3,038

The following table summarizes the purchase price (in thousands):



Estimated cash payment to Totient stockholders	$	35,368	(i)
Estimated stock payment to Totient stockholders	13,891		(ii)
Estimated cash payment contingent on achieving specified milestone	12,000		(iii)
Total	$	61,259

Schedule of Assets and Liabilities Acquired

The following table summarizes the allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed (in thousands):



Cash and cash equivalents	$	158
Accounts receivable	59
Other current assets	1
Intangible assets	2,507
Goodwill	1,055
TOTAL ASSETS	3,780
Accounts payable and accrued expenses	109
Deferred tax liability	633
TOTAL LIABILITIES	742
Fair value of net assets acquired and liabilities assumed	$	3,038

The following table summarizes the allocation of the estimated consideration to the identifiable assets and liabilities acquired by us as of June 4, 2021 (in thousands).



Current assets:
Cash and cash equivalents	$	1,751
Prepaid expenses and other current assets	189
Total current assets	1,940
Operating lease right-of-use assets	266
Property and equipment, net	118
Goodwill	20,280		(i)
Intangible assets	54,600		(ii)
Other long-term assets	23
TOTAL ASSETS	77,227
Current liabilities:
Accounts payable	78
Accrued expenses	6,588
Operating lease obligations	122
Total current liabilities	6,788
Operating lease obligations - net of current portion	144
Deferred tax, net	9,012
Other long-term liabilities	24
TOTAL LIABILITIES	15,968
Fair value of net assets acquired and liabilities assumed	$	61,259

(ii)The estimated fair value of and useful lives of the intangible assets acquired is as follows:

Schedule Estimated Fair Values of the Identified Intangible Assets

The following table reflects the fair values of the identified intangible assets of Denovium and their respective weighted-average estimated amortization periods.



	Estimated Fair Value (in thousands)		Estimated Amortization Period (years)
Denovium Engine	$	2,507	5
	$	2,507


	Estimated fair value (in thousands)(i)		Estimated useful lives (in years)(ii)
Monoclonal antibody library	$	46,300	20
Developed software platform and the related methods patents	8,300		15
Total	$	54,600

Property and equipment, net (Tables)

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Components of Property and Equipment

Property and equipment as of March 31, 2022 and December 31, 2021 consists of the following (in thousands):



	March 31,		December 31,
	2022		2021
Construction in progress	$	304	$	933
Lab Equipment	32,138		27,776
Software	308		311
Furniture, Fixtures and Other	4,955		4,804
Leasehold Improvements	25,350		24,671
Total Cost	63,055		58,495
Less accumulated depreciation and amortization	(8,444)		(6,381)
Property and equipment, net	$	54,611	$	52,114

Stock-based compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Schedule of Allocation of Share based Compensation



	For the Three Months Ended March 31,
		2022		2021
Research and development		1,423		1,076
Selling, general and administrative		2,357		1,076
Total stock-based compensation expense		$	3,780	$	2,152

Schedule of Nonvested Share Activity

Activity for the restricted shares is shown below:


			Number of shares
Unvested as of December 31, 2021			2,585,670
Granted			—
Vested			(176,152)
Unvested as of March 31, 2022			2,409,518

Activity for the phantom units is shown below:


	Number of Units	Weighted Average Strike Price
Unvested as of December 31, 2020	1,202,435	$	0.47
Granted	—	—
Vested	—	—
Exchange of Phantom Units for Cash Payment Rights, SARs, and/or Stock Options	(1,202,435)	$	0.47
Unvested as of March 31, 2021	—	$	—

Schedule of Stock Option Activity

Activity for stock options is shown below:


	Number of Options	Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands $)
Outstanding at December 31, 2021	7,757,401	$	3.72	9.2	$	40,939
Granted	3,396,093	7.74
Exercised	(187,151)	1.14
Canceled/ Forfeited	(280,046)	6.78
Expired	(9,005)	1.12
Outstanding at March 31, 2022	10,677,292	4.97		9.1	42,496
Exercisable at March 31, 2022	1,889,711	$	1.16	8.5	$	13,746
Vested and expected to vest as of March 31, 2022	10,677,292			9.1	$	42,496

Schedule of Determination of Fair Value

The estimated grant-date fair value of all the Company’s stock options was calculated using the Black-Scholes option pricing model, based on the following assumptions:



	For the Three Months Ended March 31,
	2022	2021
Expected term (in years)	5.7-7.0	3.5-6.1
Volatility	63%-67%	45%-47%
Risk-free interest rate	0.8%-2.2%	0.3%-1.3%
Dividend Yield	—%	—%

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Liabilities Measured on Recurring Basis

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 (in thousands):



	March 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Equity securities without RDFV	$	—	$	—	$	1,200	$	1,200
Total assets	$	—	$	—	$	1,200	$	1,200
Liabilities:



Contingent consideration	$	—	$	—	$	12,750	$	12,750
Total liabilities	$	—	$	—	$	12,750	$	12,750



	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Equity securities without RDFV	$	—	$	—	$	1,200	$	1,200
Total assets	$	—	$	—	$	1,200	$	1,200
Liabilities:
Contingent consideration	$	—	$	—	$	12,000	$	12,000
Total liabilities	$	—	$	—	$	12,000	$	12,000

Fair Value Using Significant Unobservable Inputs (Level 3)

The following table provides reconciliation for all liabilities measured at fair value using significant unobservable inputs (Level 3) for the fiscal quarter ended March 31, 2022 (in thousands):



	Contingent consideration		Total liabilities
Balance at December 31, 2021	$	12,000	$	12,000

Change in fair value during 2022	750		750

Balance at March 31, 2022	$	12,750	$	12,750

Net loss per share attributable to common stockholders (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Company’s Basic and Diluted Net Loss Per Share Attributable to Common Unitholders and Stockholders

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts):



	For the Three Months Ended March 31,
		2022		2021
Numerator:
Net loss		$	(29,494)	$	(10,962)

Cumulative undeclared preferred stock dividends		—		(995)
Net loss available to common stockholder		$	(29,494)	$	(11,957)

Denominator:
Weighted-average common shares outstanding		90,272,205		16,980,074

Net loss per share, basic and diluted		$	(0.33)	$	(0.70)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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



	Three Months Ended March 31,
		2022	2021
Redeemable convertible preferred stock outstanding		—	45,798,558
Redeemable convertible preferred stock warrants		—	307,211

Stock options		9,485,792	4,570,687
Restricted stock units		28,785	—
Unvested restricted stock		2,481,050	2,566,998

Organization and nature of operations (Details) $ / shares in Units, $ in Millions		1 Months Ended
	Jul. 16, 2021	Jul. 31, 2021 USD ($) $ / shares shares	Mar. 31, 2021 shares $ / shares	Mar. 31, 2022 shares	Jul. 26, 2021 shares	Jun. 30, 2021 shares
Class of Stock
Common stock, shares authorized (in shares)				500,000,000	500,000,000	78,320,000
Shares issued upon conversion of convertible preferred shares (in shares)		46,300,000
Preferred stock, shares authorized (in shares)				10,000,000	10,000,000
Stock split ratio	3.3031
2021 Notes \| Convertible promissory notes
Class of Stock
Shares issued upon conversion of convertible debt (shares)			9,732,593
IPO
Class of Stock
Shares issued and sold (in shares)		14,400,000
Issuance price (usd per share) \| $ / shares		$ 16.00	$ 16.00
Proceeds from issuance initial public offering \| $		$ 210.1
Over-Allotment Option
Class of Stock
Shares issued and sold (in shares)		1,900,000

Revenue recognition (Details) - USD ($) $ in Millions	1 Months Ended		3 Months Ended		27 Months Ended
Revenue recognition (Details) - USD ($) $ in Millions	Sep. 30, 2021	Dec. 31, 2019	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative
Contract assets			$ 0.2		$ 0.2	$ 0.6
Contract liabilities			2.8		2.8	1.4
Revenue recognized from customer contract liability			0.4	$ 1.0
KBI BioPharma, Inc. \| Collaborative Arrangements
Collaborative Arrangement and Arrangement Other than Collaborative
Contract liabilities			0.9		0.9	$ 1.2
Upfront payment received					0.8
Aggregate milestone payments			2.8		2.8
Cumulative proceed from collaborative agreements			$ 2.3		$ 2.3
Contract term (years)	3 years	4 years
Collaborative arrangement, collaboration agreement fee	$ 0.3

Acquisitions - Consideration (Details) $ in Thousands		1 Months Ended
Acquisitions - Consideration (Details) $ in Thousands	Jun. 04, 2021 USD ($) installment shares	Jan. 31, 2021 USD ($) shares	Mar. 31, 2022 USD ($)
Denovium
Business Combination, Consideration Transferred
Cash consideration		$ 2,670
Equity consideration		368
Total purchase consideration		$ 3,038
Denovium \| Common Stock
Business Combination, Consideration Transferred
Shares issued as consideration (shares) \| shares		1,010,296
Totient
Business Combination, Consideration Transferred
Cash consideration	$ 40,000
Equity consideration	13,891
Estimated cash payment to Totient stockholders	35,368
Estimated cash payment contingent on achieving specified milestone	12,000
Total purchase consideration	61,259
Minimum contingent proceeds due from potential trigger event	2,000
Contingent consideration			$ 12,800
Totient \| Individual Contract
Business Combination, Consideration Transferred
Minimum contingent proceeds due from potential trigger event	$ 1,000
Totient \| Common Stock
Business Combination, Consideration Transferred
Shares issued as consideration (shares) \| shares	2,212,208
Totient \| Vest On Closing \| Common Stock
Business Combination, Consideration Transferred
Milestone consideration (shares) \| shares	1,282,747
Totient \| Share Vesting Based On Service
Business Combination, Consideration Transferred
Vesting period	2 years 6 months
Totient \| Share Vesting Based On Service \| Common Stock
Business Combination, Consideration Transferred
Milestone consideration (shares) \| shares	929,461
Vesting installments \| installment	5

Acquisitions - Denovium Narrative (Details) - USD ($) $ in Thousands	1 Months Ended
	Jan. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Business Acquisition
Restricted cash		$ 23,014	$ 10,513
Goodwill		$ 21,335	$ 21,335
Denovium
Business Acquisition
Total purchase consideration	$ 3,038
Payment of upfront consideration and working capital adjustments	2,500
Restricted cash	2,500
Goodwill	$ 1,055
Denovium \| Common Stock
Business Acquisition
Shares issued as consideration (shares)	1,010,296
Percentage of shares subjected to stock restriction agreement (percent)	80.00%
Shares subjected to stock restriction agreement (shares)	808,238
Vesting period (years)	4 years
Fair value of stock restriction agreement	$ 1,500
Percentage of shares not subjected to stock restriction agreement (percent)	20.00%
Shares not subjected to stock restriction agreement (shares)	202,058

Acquisitions - Fair Value of Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Jun. 04, 2021	Jan. 31, 2021
Current assets:
Goodwill	$ 21,335	$ 21,335
Denovium
Current assets:
Cash and cash equivalents				$ 158
Accounts receivable				59
Other current assets				1
Intangible assets				2,507
Goodwill				1,055
TOTAL ASSETS				3,780
Current liabilities:
Accounts payable and accrued expenses				109
Deferred tax, net				633
TOTAL LIABILITIES				742
Fair value of net assets acquired and liabilities assumed				$ 3,038
Totient
Current assets:
Cash and cash equivalents			$ 1,751
Prepaid expenses and other current assets			189
Total current assets			1,940
Operating lease right-of-use assets			266
Property and equipment, net			118
Intangible assets			54,600
Goodwill			20,280
Other long-term assets			23
TOTAL ASSETS			77,227
Current liabilities:
Accounts payable			78
Accrued expenses			6,588
Operating lease obligations			122
Total current liabilities			6,788
Operating lease obligations - net of current portion			144
Deferred tax, net			9,012
Other long-term liabilities			24
TOTAL LIABILITIES			15,968
Fair value of net assets acquired and liabilities assumed			$ 61,259

Acquisitions - Finite-lived Intangible Assets Acquired (Details) - USD ($) $ in Thousands		1 Months Ended
	Jun. 04, 2021	Jan. 31, 2021
Denovium
Business Acquisition
Intangible assets		$ 2,507
Denovium \| Denovium Engine
Business Acquisition
Intangible assets		$ 2,507
Estimated Amortization Period (years)		5 years
Totient
Business Acquisition
Intangible assets	$ 54,600
Totient \| Minimum \| Measurement Input, Discount Rate \| Valuation Technique, Discounted Cash Flow
Business Acquisition
Intangible assets measurement input (percent)	18.00%
Totient \| Maximum \| Measurement Input, Discount Rate \| Valuation Technique, Discounted Cash Flow
Business Acquisition
Intangible assets measurement input (percent)	23.00%
Totient \| Monoclonal antibody library
Business Acquisition
Intangible assets	$ 46,300
Estimated Amortization Period (years)	20 years
Totient \| Developed software platform and the related methods patents
Business Acquisition
Intangible assets	$ 8,300
Estimated Amortization Period (years)	15 years

Acquisitions - Totient Narrative (Details) - USD ($)		3 Months Ended	12 Months Ended
Acquisitions - Totient Narrative (Details) - USD ($)	Jun. 04, 2021	Mar. 31, 2022	Dec. 31, 2021
Business Acquisition
Business combination, cash consideration, deferred cash payment, term	1 year
Totient
Business Acquisition
Total cash payments to acquire business including milestone payments	$ 55,000,000
Cash consideration	40,000,000
Aggregate milestone consideration	15,000,000
Business combination, cash consideration, deferred cash payment	$ 8,000,000
Preliminary purchase price adjustments		$ 0
Goodwill, purchase accounting adjustments			$ (1,600,000)
Totient \| Vest On Closing
Business Acquisition
Percentage of shares subject to vest (percent)	25.00%
Totient \| Share Vesting Based On Service
Business Acquisition
Percentage of shares subject to vest (percent)	75.00%
Vesting period	2 years 6 months
Totient \| Common Stock
Business Acquisition
Shares issued as consideration (shares)	2,212,208
Totient \| Common Stock \| Share Vesting Based On Service
Business Acquisition
Vesting rate (months)	6 months

Property and equipment, net (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment
Total Cost	$ 63,055	$ 58,495
Less accumulated depreciation and amortization	(8,444)	(6,381)
Property and equipment, net	54,611	52,114
Construction in progress
Property, Plant and Equipment
Total Cost	304	933
Lab Equipment
Property, Plant and Equipment
Property plant, equipment and finance lease assets, gross	32,138	27,776
Software
Property, Plant and Equipment
Total Cost	308	311
Furniture, Fixtures and Other
Property, Plant and Equipment
Total Cost	4,955	4,804
Leasehold Improvements
Property, Plant and Equipment
Total Cost	$ 25,350	$ 24,671

Property and equipment, net - Narratives (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 2.1	$ 0.4

Long-term debt and other borrowings (Details)	1 Months Ended			3 Months Ended		12 Months Ended
Long-term debt and other borrowings (Details)	Mar. 31, 2021 USD ($) shares $ / shares	Feb. 28, 2021 USD ($)	May 31, 2020 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($) $ / shares	Dec. 31, 2018 USD ($)	May 11, 2022	Jul. 31, 2021 $ / shares	Dec. 31, 2019 USD ($) tranche	Jun. 30, 2019	Mar. 31, 2019 USD ($)	Jun. 30, 2018
Debt Instrument
Gain on extinguishment of loan payable				$ 0	$ 636,000
IPO
Debt Instrument
Issuance price (usd per share) \| $ / shares	$ 16.00				$ 16.00			$ 16.00
CARES Act \| Loans Payable
Debt Instrument
Interest rate (percent)			1.00%
Proceeds from notes payable			$ 600,000
Debt instrument term (years)			2 years
Gain on extinguishment of loan payable		$ 600,000
2021 Notes \| Convertible promissory notes
Debt Instrument
Interest rate (percent)	6.00%				6.00%
Principal amount	$ 125,000,000				$ 125,000,000
Discount on offering price (percent)	18.00%				18.00%
Shares issued upon conversion of convertible debt (shares) \| shares	9,732,593
Line of Credit \| LSA
Debt Instrument
Number of tranches \| tranche									3
Maximum borrowing capacity									$ 3,000,000
Proceeds from issuance of long-term debt						$ 300,000
Interest rate (percent)												6.00%
Prepayment premium (percent)		1.00%
Final payment percentage as a portion of principal amount funded (percent)										3.00%
Liquidity event fee (percent)												3.50%
Debt covenant, required percentage of cash on had based on projected revenue				80.00%
Outstanding principal balance				$ 2,800,000
Line of Credit \| LSA \| Forecast
Debt Instrument
Prepayment premium (percent)							0.00%
Line of Credit \| LSA, First Amendment
Debt Instrument
Maximum borrowing capacity											$ 3,000,000
Line of Credit \| LSA, Second Amendment
Debt Instrument
Maximum borrowing capacity			$ 5,000,000

Commitment and Contingencies (Details)	Mar. 31, 2022 USD ($)
Standby Letters of Credit
Line of Credit Facility
Maximum borrowing capacity	$ 1,800,000

Stock-based compensation - Allocated Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Payment Arrangement, Expensed
Stock-based compensation	$ 3,780	$ 2,152
Research and development
Share-based Payment Arrangement, Expensed
Stock-based compensation	1,423	1,076
Selling, general and administrative
Share-based Payment Arrangement, Expensed
Stock-based compensation	$ 2,357	$ 1,076

Stock-based compensation - Restricted Stock Narratives (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Oct. 31, 2020	Mar. 31, 2022
2015 Plan
Share-based Compensation Arrangement by Share-based Payment Award
Partner capital units converted (units)	3,329,707
Restricted stock \| 2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award
Conversion of redeemable convertible preferred stock (in shares)	2,671,907
Share based compensation expense not yet recognized other than options		$ 10.2
Share based compensation expense not yet recognized, recognition period (years)		2 years
Restricted stock \| 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award
Share based compensation expense not yet recognized other than options		$ 0.5
Share based compensation expense not yet recognized, recognition period (years)		3 years 4 months 24 days
Granted (in shares)		68,175
Shares outstanding (in shares)		68,175

Stock-based compensation - Unvested Rollforward (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Restricted stock
Nonvested, Number of Shares
Beginning balance, unvested, shares	2,585,670
Granted, shares	0
Vested, shares	(176,152)
Ending balance, unvested, shares	2,409,518
Phantom Units
Nonvested, Number of Shares
Beginning balance, unvested, shares		1,202,435
Granted, shares		0
Vested, shares		0
Exchange of phantom units for cash payment rights, SARs, and/or stock options, shares		(1,202,435)
Ending balance, unvested, shares		0
Nonvested, Weighted Average Strike Price
Beginning balance unvested, usd per share		$ 0.47
Granted, usd per share		0
Vested, usd per share		0
Exchange of phantom units for cash payment rights, SARs, and/or stock options, usd per share		0.47
Ending balance unvested, usd per share		$ 0

Stock-based compensation - Phantom Units Narratives (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award
Issuance price (usd per share)	$ 8.43
Phantom Units
Share-based Compensation Arrangement by Share-based Payment Award
Shares outstanding (shares)		0	1,202,435
2020 Plan \| Phantom Units \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award
Vesting percentage (percent)	25.00%
Vesting period (years)	1 year
Vesting percentage in liquidity event (percent)	100.00%
2020 Plan \| Phantom Units \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period (years)	3 years
2020 Plan \| SARs
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period (years)	4 years
Shares outstanding (shares)	394,736
Intrinsic value, shares outstanding	$ 3.3

Stock-based compensation - Stock Option Narratives (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended		3 Months Ended
	Jan. 31, 2022	Jun. 30, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Jul. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award
Fair value of vested options			$ 0.8	$ 1.2
Exercised			$ 1.2
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares)			10,677,292		7,757,401
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average exercise price (usd per share)			$ 4.97		$ 3.72
2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award
Additional shares authorized for issuance (shares)		11,980,029
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award
Additional shares authorized for issuance (shares)	4,632,401
Shares available for grant (shares)			9,710,500			8,133,750
2021 ESPP
Share-based Compensation Arrangement by Share-based Payment Award
Shares authorized, shares						903,750
Stock options \| 2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award
Weighted average grant date fair value of shares granted (usd per share)			$ 4.49	$ 1.79
Share based compensation expense not yet recognized, options			$ 36.1
Share based compensation expense not yet recognized, recognition period (years)			3 years 3 months 18 days
Stock options \| 2020 Plan \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award
Vesting percentage (percent)			25.00%
Vesting period (years)			1 year
Stock options \| 2020 Plan \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period (years)			3 years
Certain options \| 2020 Plan \| Tranche Two \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period (years)			2 years
Certain options \| 2020 Plan \| Tranche Two \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period (years)			4 years
SARs \| 2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period (years)			4 years
SARs \| 2020 And 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award
Share based compensation expense not yet recognized, options			$ 0.9
Share based compensation expense not yet recognized, recognition period (years)			3 years 3 months 18 days
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares)			143,631
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average exercise price (usd per share)			$ 5.65
Deferred compensation liability, classified, noncurrent			$ 0.2

Stock-based compensation - Stock Option Rollforward (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Number of Options
Beginning balance, shares	7,757,401
Granted, shares	3,396,093
Exercised, shares	(187,151)
Canceled/Forfeited, shares	(280,046)
Expired, shares	(9,005)
Ending balance, shares	10,677,292	7,757,401
Exercisable, shares	1,889,711
Vested and expected to vest, shares	10,677,292
Weighted Average Exercise Price per Share
Beginning balance, usd per share	$ 3.72
Granted, usd per share	7.74
Exercised, usd per share	1.14
Canceled/Forfeited, usd per share	6.78
Expired, usd per share	1.12
Ending balance, usd per share	4.97	$ 3.72
Exercisable, weighted average price, usd per share	$ 1.16
Weighted Average Remaining Contractual Term (in years)	9 years 1 month 6 days	9 years 2 months 12 days
Exercisable, weighted average remaining contractual term (in years)	8 years 6 months
Vested and expected to vest, contractual term (in years)	9 years 1 month 6 days
Intrinsic value, shares outstanding	$ 42,496	$ 40,939
Exercisable, aggregate intrinsic value	13,746
Vested and expected to vest, aggregate intrinsic value	$ 42,496

Stock-based compensation - Determination of Fair Value (Details)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Fair Value Assumptions and Methodology
Risk-free interest rate, minimum	0.80%	0.30%
Risk-free interest rate, maximum	2.20%	1.30%
Dividend Yield	0.00%	0.00%
Minimum
Fair Value Assumptions and Methodology
Expected term (in years)	5 years 8 months 12 days	3 years 6 months
Volatility	63.00%	45.00%
Maximum
Fair Value Assumptions and Methodology
Expected term (in years)	7 years	6 years 1 month 6 days
Volatility	67.00%	47.00%

Fair Value Measurements - Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Assets:
Equity securities without RDFV	$ 1,200	$ 1,200
Total assets	1,200	1,200
Liabilities:
Contingent consideration	12,750	12,000
Total liabilities	12,750	12,000
Level 1
Assets:
Equity securities without RDFV	0	0
Total assets	0	0
Liabilities:
Contingent consideration	0	0
Total liabilities	0	0
Level 2
Assets:
Equity securities without RDFV	0	0
Total assets	0	0
Liabilities:
Contingent consideration	0	0
Total liabilities	0	0
Level 3
Assets:
Equity securities without RDFV	1,200	1,200
Total assets	1,200	1,200
Liabilities:
Contingent consideration	12,750	12,000
Total liabilities	$ 12,750	$ 12,000

Fair Value Measurements - Fair Value Using Significant Unobservable Inputs (Level 3) (Details) - Fair Value, Recurring $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Beginning balance	$ 12,000
Change in the fair value	750
Ending balance	12,750
Contingent consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Beginning balance	12,000
Change in the fair value	750
Ending balance	$ 12,750

Related party transactions (Details) - Affiliated Entity - Common Stock - Phoenix Venture Partners II, L.P $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Related Party Transaction
Issuance of shares upon warrant exercise (in shares) \| shares	307,211
Class of warrant or right, exercise price of warrants or rights (usd per share) \| $ / shares	$ 0.3027
Issuance of shares upon warrant exercise, value \| $	$ 0.1

Net loss per share attributable to common stockholders - Company’s Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Net loss	$ (29,494)	$ (10,962)
Cumulative undeclared preferred stock dividends	0	(995)
Net loss applicable to common stockholders and unitholders, basic	(29,494)	(11,957)
Net loss applicable to common stockholders and unitholders, diluted	$ (29,494)	$ (11,957)
Denominator:
Weighted-average common shares and units outstanding, basic (in shares)	90,272,205	16,980,074
Weighted-average common shares and units outstanding, diluted (in shares)	90,272,205	16,980,074
Net loss per share, basic (usd per share)	$ (0.33)	$ (0.70)
Net loss per share, diluted (usd per share)	$ (0.33)	$ (0.70)

Net loss per share attributable to common stockholders - Anti-dilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Redeemable Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	0	45,798,558
Redeemable convertible preferred stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	0	307,211
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	9,485,792	4,570,687
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	28,785	0
Unvested restricted stock
Antidilutive Securities Excluded from Computation of Earnings Per Share
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	2,481,050	2,566,998

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Effective income tax rate, continuing operations (percent)	2.20%
Income tax expense (benefit)	$ 621	$ (477)
Unrecognized tax benefits	$ 800

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details