0000950170-22-005112 | 10-K | XBRL Viewer

Unrealized loss on available-for-sale securities, net of tax

(65,319)

(226,790)

Other comprehensive income (loss):

(8)

Comprehensive loss

$ (65,319)

$ (226,798)

Net loss per share attributable to common stockholders, basic and diluted

$ (18.10)

$ (5.32)

Weighted-average common shares outstanding, basic and diluted

3,608,491

42,621,265

[1]	Includes related-party amounts of $4,150 for the year ended December 31, 2021 and $595 for the period from June 3, 2020 (inception) to December 31, 2020 (see Note 7).
[2]	Includes related-party amounts of $7,500 for the year ended December 31, 2021 and $39,915 for the period from June 3, 2020 (inception) to December 31, 2020 (see Note 7).

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (PARENTHETICAL) - USD ($) $ in Thousands	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Related party expenses	$ 595	$ 4,150
In Process Research and Development [Member]
Related party expenses	$ 39,915	$ 7,500

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDER'S DEFICIT - USD ($) $ in Thousands	Total	IPO [Member]	Series A Convertible Preferred Stock [Member]	Series B Convertible Preferred Stock [Member]	Series C Convertible Preferred Stock [Member]	Convertible Preferred Stock [Member]	Common Stock [Member]	Common Stock [Member] IPO [Member]	Treasury Stock [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] IPO [Member]	Accumulated Other Comprehensive Loss [Member]	Accumulated Deficit [Member]	Preferred Stock [Member] Convertible Preferred Stock [Member]
Balance at Jun. 03, 2020							$ 0			$ 0		$ 0	$ 0	$ 0
Balances, shares at Jun. 03, 2020							0							0
Issuance of common stock at inception							$ 2			(2)
Issuance of common stock, shares							21,250,000
Temporary equity, Issuance of Series A convertible preferred stock in exchange for assigned rights, license and repurchased common stock, Shares			5,000,000
Temporary equity, Issuance of Series A convertible preferred stock in exchange for assigned rights, license and repurchased common stock			$ 40,000
Issuance of Series A convertible preferred stock in exchange for assigned rights, license and repurchased common stock, Shares							(21,250,000)		21,250,000
Issuance of Series A convertible preferred stock in exchange for assigned rights, license and repurchased common stock	$ (85)						$ (2)		$ (85)	2
Issuance of convertible preferred stock			$ 49,706	$ 79,842
Issuance of convertible preferred stock, shares			6,237,500	1,410,434
Issuance of restricted common stock upon early exercise of stock options							$ 1			(1)
Issuance of restricted common stock upon early exercise of stock options, share)							6,943,240
Repurchase of unvested restricted common stock (in shares)							(1,350,000)		1,350,000
Stock-based compensation expense	155									155
Net loss	(65,319)												(65,319)
Balance at Dec. 31, 2020	$ (65,249)						$ 1			154		0	(65,319)	$ 169,548
Balance, shares at Dec. 31, 2020							5,593,240							12,647,934
Treasury stock, shares at Dec. 31, 2020	22,600,000								22,600,000
Treasury stock at Dec. 31, 2020	$ 85								$ (85)
Issuance of common stock, shares							6,000	20,930,000
Issuance of common stock	66	$ 327,520						$ 2		66	$ 327,518
Issuance of convertible preferred stock					$ 335,163
Issuance of convertible preferred stock, shares					4,296,550
Conversion of convertible preferred stock to common stock	504,711						$ 8			504,703
Conversion of convertible preferred stock to common stock, shares							84,722,420
Retirement of treasury shares									$ 85	(85)
Retirement of treasury shares, shares									(22,600,000)
Vesting of restricted common stock from early-exercised options	5									5
Temporary equity, Conversion of convertible preferred stock to common stock, shares						(16,944,484)
Temporary equity, Conversion of convertible preferred stock to common stock						$ (504,711)
Repurchase of unvested restricted common stock (in shares)							(468,751)		468,751
Stock-based compensation expense	17,764									17,764
Unrealized loss on available-for-sale securities, net of tax	(8)											(8)
Net loss	(226,790)												(226,790)
Balance at Dec. 31, 2021	$ 558,019						$ 11			$ 850,125		$ (8)	$ (292,109)
Balance, shares at Dec. 31, 2021							110,782,909							0
Treasury stock, shares at Dec. 31, 2021	468,751								468,751
Treasury stock at Dec. 31, 2021	$ 0

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDER'S DEFICIT(Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Statement of Stockholders' Equity [Abstract]
Series A convertible preferred stock, net of issuance costs		$ 194
Series B convertible preferred stock, net of issuance costs		$ 158
Series C convertible preferred stock, net of issuance costs	$ 337

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (65,319)	$ (226,790)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash acquired in-process research and development	39,915	0
Stock-based compensation expense	155	17,764
Net amortization of premiums and accretion of discounts on marketable securities	0	1,430
Non-Cash Payments	0	66
Depreciation Expense	0	1
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(2,394)	(22,899)
Accounts payable	8,153	(2,370)
Accrued expenses	4,919	51,358
Other non-current assets	0	(3,297)
Other non-current liabilities	0	1
Net cash used in operating activities	(14,571)	(184,736)
Cash flows from investing activities:
Purchases of marketable securities	0	(188,627)
Maturities of marketable securities	0	138,000
Purchases of property and equipment	0	(84)
Net Cash Used in investing Activities	0	(50,711)
Cash flows from financing activities:
Proceeds from issuance of convertible preferred stock, net of issuance costs	129,548	335,163
Proceeds from issuance of common stock, net of commissions and underwriting discounts	0	330,905
Payments of initial public offering costs	0	(3,385)
Proceeds from early exercises of stock options	14	0
Payments for repurchases of restricted common stock	(3)	0
Net cash provided by financing activities	129,559	662,683
Net increase (decrease) in cash and cash equivalents	114,988	427,236
Cash and cash equivalents at beginning of period	0	114,988
Cash and cash equivalents at end of period	114,988	542,224
Supplemental disclosure of non-cash financing activities:
Issuance of Series A convertible preferred stock in exchange for assigned rights, license and repurchased common stock	$ 40,000	$ 0

Nature of the Business and Basis of Presentation

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of the Business and Basis of Presentation

1. Nature of the Business and Basis of Presentation

Adagio Therapeutics, Inc., together with its consolidated subsidiary (the “Company”), is a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of differentiated products for the prevention and treatment of infectious diseases. The company is developing its lead product candidate, adintrevimab, for the prevention and treatment of COVID-19, the disease caused by the virus SARS-CoV-2 and its variants. Beyond COVID-19, Adagio is leveraging robust antibody discovery and development capabilities that have enabled expedited advancement of adintrevimab into clinical trials to develop therapeutic or preventative options for other infectious diseases, such as additional coronaviruses and influenza. The Company initiated clinical trials for adintrevimab in February 2021. Adintrevimab is designed to be a potent, long-acting and broadly neutralizing antibody for both the prevention and treatment of COVID-19. The Company was incorporated in the State of Delaware in June 2020. The Company operates as a virtual company and plans to maintain a corporate headquarters for general and administrative purposes only. In addition, the Company engages third parties, including Adimab, LLC (“Adimab”) and The Scripps Research Institute (“TSRI”), to perform ongoing research and development and other services on its behalf.

The Company is subject to a number of risks and uncertainties common to early-stage companies in the biopharmaceutical industry, including, but not limited to, completing clinical trials, the ability to raise additional capital to fund operations, obtaining regulatory approval for product candidates, market acceptance of products, competition from substitute products, protection of proprietary intellectual property, compliance with government regulations, the impact of COVID-19, dependence on key personnel, the ability to attract and retain qualified employees, and reliance on third-party organizations for the manufacturing, clinical and commercial success of its product candidates.

In July 2021, the Company effected a five-for-one stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios of each series of the Company’s preferred stock (see Note 9). Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this stock split and adjustment of the preferred stock conversion ratios.

In August 2021, the Company completed its initial public offering (“IPO”) pursuant to which it issued and sold 20,930,000 shares of its common stock, including 2,730,000 shares pursuant to the full exercise of the underwriters’ option to purchase additional shares. The aggregate net proceeds received by the Company from the IPO were approximately $327.5 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. Upon the closing of the IPO, all shares of the Company’s convertible preferred stock then outstanding converted into 84,722,420 shares of common stock (see Note 10).

The Company has not generated any revenue since inception. The Company’s lead product candidate will require significant additional research and development efforts, including extensive clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and compliance-reporting capabilities. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales, including government supply contracts.

The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets, and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has primarily funded its operations with proceeds from sales of convertible preferred stock and proceeds from the Company’s initial public offering of common stock. The Company has incurred losses and negative cash flows from operations since its inception, including a net loss of $226.8 million for the year ended December 31, 2021. As of December 31, 2021, the Company had an accumulated deficit of $292.1 million. The Company expects to continue to generate operating losses for the foreseeable future. As of March 31, 2022, the issuance date of the consolidated financial statements for the year ended December 31, 2021, the Company expects that its cash, cash equivalents and marketable securities, would be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the issuance date of the annual consolidated financial statements.

The Company expects to seek additional funding through equity offerings, government or private-party grants, debt financings or other capital sources, including collaborations with other companies or other strategic transactions. The Company

may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements. The terms of any financing may adversely affect the holdings or rights of the Company’s stockholders.

If the Company is unable to obtain sufficient capital, the Company will be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all.

Impact of the COVID-19 Coronavirus

In March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. The evolving and constantly changing impact of the pandemic will directly affect the potential commercial prospects of adintrevimab for the prevention and treatment of COVID-19. The severity of the COVID-19 pandemic and the continued emergence of variants of concern (such as the widespread Omicron and Delta variants), the availability, administration and acceptance of vaccines, monoclonal antibodies, antiviral agents and other therapeutic modalities, the introduction of local, national and/or employer vaccine mandates, and the potential development of “herd immunity” by the global population will affect the design and enrollment of the Company's clinical trials, the potential regulatory authorization or approval of the Company's product candidates and the commercialization of the Company's product candidates, if approved.

In addition, the Company's business and operations may be more broadly adversely affected by the COVID-19 pandemic. The COVID-19 outbreak and government measures taken in response have had a significant impact, both direct and indirect, on businesses and commerce, as worker shortages have occurred, supply chains have been disrupted, facilities and production have been suspended and demand for certain goods and services, such as medical services and supplies, has spiked, while demand for other goods and services has fallen. The global COVID-19 pandemic continues to evolve rapidly, and the Company will continue to monitor it closely. The ultimate extent of the impact of the COVID-19 pandemic on the Company's business, financial condition, operations and product development timelines and plans remains highly uncertain and will depend on future developments, including the duration and spread of outbreaks and the continued emergence of variants, its impact on the Company's clinical trial design and enrollment, trial sites, contract research organizations, or CROs, contract development and manufacturing organizations, or CDMOs, and other third parties with which the Company does business, as well as its impact on regulatory authorities and the Company's key scientific and management personnel. To date, the Company has experienced some delays and disruptions in its development activities as a result of the COVID-19 pandemic. Some of the Company's CROs, CDMOs and other service providers also continue to be impacted. The Company will continue to monitor developments as we address the disruptions, delays and uncertainties relating to the COVID-19 pandemic. These developments and the impact of the COVID-19 pandemic on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company's results and operations may be materially adversely affected and may affect the Company's ability to raise capital.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

The accompanying consolidated financial statements include the accounts of Adagio Therapeutics, Inc. and its wholly owned subsidiary, Adagio Therapeutics Security Corporation. All intercompany balances and transactions have been eliminated in consolidation.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, research and development expenses and related prepaid or accrued costs. Prior to the IPO, significant estimates and assumptions also included the valuation of common stock and resulting stock-based compensation expense. The Company

bases its estimates on historical experience, known trends and other market-specific or relevant factors it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ materially from those estimates or assumptions.

The Company is monitoring the potential impact of the COVID-19 pandemic on its business and consolidated financial statements. The Company is not aware of any specific event or circumstance that would require any update to its estimates or judgments reflected in these consolidated financial statements or a revision of the carrying value of its assets or liabilities as of the issuance date of these consolidated financial statements. These estimates may change as new events occur and additional information is obtained.

Deferred Offering Costs

The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds from the offering, either as a reduction of the carrying value of preferred stock or in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs would be expensed immediately as a charge to operating expenses in the consolidated statement of operations and comprehensive loss. In conjunction with the IPO in August 2021, the Company recorded deferred offering costs, which were initially capitalized and subsequently recorded as stockholders’ equity (deficit) as a reduction of additional paid-in capital. The Company had no deferred offering costs recorded as of December 31, 2021 and 2020.

Concentrations of Credit Risk, Significant Suppliers and License Rights

Financial instruments that potentially expose the Company to concentrations of credit risk consist of cash, cash equivalents and marketable securities. The Company invests its excess cash in money market funds and marketable securities that are subject to minimal credit and market risks. The Company maintains its cash, cash equivalents and marketable securities at two accredited financial institutions that it believes are creditworthy. From time to time, these deposits may exceed federally insured limits. The Company has not experienced any losses historically in these accounts. Accordingly, the Company does not believe it is exposed to unusual credit risk related to its cash, cash equivalents and marketable securities beyond the normal credit risk associated with commercial banking relationships.

The Company is dependent on third-party organizations to manufacture and process its product candidates for its development programs. In particular, the Company relies on a single third-party contract manufacturer to produce and process its current product candidate, adintrevimab, and to manufacture supply of its current product candidate for preclinical and clinical activities (see Note 8). The Company also currently relies on this same third-party contract manufacturer for any anticipated requirements of commercial supply, including both drug substance and drug product. The Company expects to continue to be dependent on a small number of manufacturers to supply it with its requirements for all products. The Company’s research and development programs, including any associated potential commercialization efforts, could be adversely affected by a significant interruption in the supply of the necessary materials.

The Company is dependent on a limited number of third parties that provide license rights used by the Company in the development and potential commercialization of its product candidates and programs. Through December 31, 2021, the Company’s research and development programs primarily relate to rights conveyed by Adimab and The Scripps Research Institute (see Note 7). The Company could experience delays in the development and potential commercialization of its product candidates and programs if the Adimab or The Scripps Research Institute agreements or any other license agreement utilized in the Company’s research and development activities is terminated, if the Company fails to meet the obligations required under its arrangements, or if the Company is unable to successfully secure new strategic alliances or licensing agreements.

Cash Equivalents

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

Marketable Securities

Marketable securities represent holdings of available-for-sale marketable debt securities in accordance with the Company’s investment policy. The Company determines the appropriate classification of marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company classified all of its marketable securities at December 31, 2021 as "available-for-sale” pursuant to ASC320, Investments – Debt and Equity Securities. Investments not classified as cash equivalents are presented as either short-term or long-term investments based on both their maturities as well as the time period the Company intends to hold such securities. Available-for-sale securities are maintained by an investment manager and consist of U.S. Treasury securities. Available-for-sale securities are carried at fair value with the unrealized gains and losses included in other comprehensive income (loss) as a component of stockholders’ equity (deficit) until realized. Any premium or discount arising at purchase is amortized or accreted to interest expense or income over the life of the instrument. Realized gains and losses are determined using the specific identification method and are included in other income (expense). There were no material realized gains or losses on marketable securities recognized for the year ended December 31, 2021.

The Company reviews marketable securities for other-than-temporary impairment whenever the fair value of a marketable security is less than the amortized cost and evidence indicates that a marketable security’s carrying amount is not recoverable within a reasonable period of time. Other-than-temporary impairments of investments are recognized in the consolidated statements of operations and comprehensive loss if the Company has experienced a credit loss, has the intent to sell the marketable security, or if it is more likely than not that the Company will be required to sell the marketable security before recovery of the amortized cost basis. Evidence considered in this assessment includes reasons for the impairment, compliance with the Company’s investment policy, the severity and duration of the impairment and changes in value subsequent to the end of the period. There were no other-than-temporary impairments of investments recognized for the year ended December 31, 2021.

Fair Value Measurements

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

•

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

•

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

•

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

The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described above (see Note 4). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities.

Property and Equipment

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


		Estimated Useful Life
Machinery and equipment		3 to 5 years
Furniture and fixtures		3 to 5 years
Leasehold improvements		Shorter of lease term of useful life

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

loss from operations. Expenditures for repairs and maintenance that do not improve or extend the life of the respective assets are charged to expense as incurred.

Impairment of Long-Lived Assets

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

Leases

The Company accounts for leases under ASC840, Leases. The Company records monthly rent expense on a straight-line basis, equal to the total of the payments due over the lease term, divided by the number of months of the lease term. The difference between rent expense recorded and the amount paid was charged to deferred rent.

Patent Costs

Costs to secure, defend and maintain patents, including those incurred in connection with filing and prosecuting patent applications, are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred for patent-related expenditures are classified as general and administrative expenses.

Segment Information

The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company is focused on the discovery, development and commercialization of antibody-based solutions for infectious diseases with pandemic potential. The Company’s chief operating decision maker reviews the Company’s financial information on an aggregated basis for purposes of assessing performance and allocating resources.

Research and Development Expenses

Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including expenses incurred under agreements with external vendors and consultants engaged to perform non-clinical studies, preclinical studies and clinical trials as well as to manufacture research and development materials for use in such studies and trials; salaries and related personnel costs; stock-based compensation; consultant fees; and third-party license fees.

Nonrefundable advance payments for goods and services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed, or when it is no longer expected that the goods will be delivered or the services rendered.

Accrued Research and Development Costs

The Company has entered into various research, development and manufacturing contracts with third-party service providers, including contract research organizations and contract manufacturing organizations. With the exception of the Company’s manufacturing arrangement with WuXi Biologics (Hong Kong) Limited (see Note 8), these agreements are generally cancelable. The Company recognizes research and development expense associated with such arrangements as the costs are incurred and records accruals for estimated ongoing research, development and manufacturing costs, where necessary. When billing terms under these contracts do not coincide with the timing of when the work is performed, the Company is required to make estimates of outstanding obligations to those third parties as of period end. Any accrual estimates are based on a number of factors, including the Company’s knowledge of the progress towards completion of the specific tasks to be performed, invoicing to date under the contracts, communication from the vendors of any actual costs incurred during the

period that have not yet been invoiced and the costs included in the contracts. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the estimates made by the Company. The historical accrual estimates made by the Company have not been materially different from the actual costs.

Asset Acquisitions and Acquired In-Process Research and Development Expenses

The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the asset or group of assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to acquire in-process research and development (“IPR&D”) with no alternative future use is recognized as expense on the acquisition date.

Contingent consideration in asset acquisitions payable in the form of cash is recognized in the period the triggering event is determined to be probable of occurrence and the related amount is reasonably estimable. Such amounts are expensed or capitalized based on the nature of the associated asset at the date the related contingency is resolved.

Acquired IPR&D expense recognized for the year ended December 31, 2021 consisted of payments due for milestones achieved under the Adimab arrangement (see Note 7). Acquired IPR&D expense recognized for the period from June 3, 2020 (inception) to December 31, 2020 consisted of the upfront consideration paid in connection with the Company’s acquisition of assigned rights and an intellectual property license from Adimab and other in-licensing arrangements executed during the period (see Note 7).

Stock-Based Compensation

The Company grants stock-based awards to employees, directors and non-employee consultants in the form of stock options to purchase shares of its common stock. The Company measures stock options with service-based vesting granted to employees, non-employees and directors based on the fair value on the date of grant using the Black-Scholes option-pricing model. The Company has issued awards with only service-based vesting conditions through December 31, 2021 and 2020.

Compensation expense for awards granted to employees and directors for their service on the board of directors is recognized on a straight-line basis over the requisite service period of the respective award, which is generally the vesting period of the award. Compensation expense for awards granted to non-employees is recognized in the same period and manner as if the Company had paid cash for the goods or services provided, which is generally the vesting period of the award. The Company accounts for forfeitures of stock-based awards as they occur.

The Company classifies stock-based compensation expense in its statements of operations and comprehensive loss in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified.

Income Taxes

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

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

resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company had no amounts accrued for interest and penalties on its consolidated balance sheets as of December 31, 2021 and 2020.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. For the year ended December 31, 2021, the Company's only element of other comprehensive income (loss) was unrealized gains (losses) on marketable securities. There was no difference between net loss and comprehensive loss for the period from June 3, 2020 (inception) to December 31, 2020.

Net Loss per Share

The Company follows the two-class method when computing net income (loss) per share attributable to common stockholders as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) for the period to be allocated between common and participating securities based upon their respective rights to share in the undistributed earnings as if all income (loss) for the period had been distributed. The Company considers its convertible preferred stock to be participating securities as, in the event a dividend is paid on common stock, the holders of convertible preferred stock would be entitled to receive dividends on a basis consistent with the common stockholders. The Company also considers the shares issued upon the early exercise of stock options that are subject to repurchase to be participating securities because holders of such shares have non-forfeitable dividend rights in the event a dividend is paid on common stock. There is no allocation required under the two-class method during periods of loss since the participating securities do not have a contractual obligation to share in the losses of the Company.

Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding for the period, excluding shares of unvested restricted common stock. Diluted net income (loss) per share attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding for the period, including potential dilutive common shares. For the purposes of this calculation, the Company’s outstanding stock options, convertible preferred stock and unvested restricted common stock are considered potential dilutive common shares.

The Company has generated a net loss for each of the periods presented. Accordingly, basic and diluted net loss per share attributable to common stockholders are the same because the inclusion of the potentially dilutive securities would be anti-dilutive.

Emerging Growth Company

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for nonpublic companies.

Recently Adopted Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-15, Intangibles–Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract (“ASU 2018-15”). The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license).

Accordingly, the update requires entities in a hosting arrangement that is a service contract to follow the guidance in ASC 350-40, Internal-Use Software (“ASC 350-40”) to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. Costs to develop or obtain internal-use software that cannot be capitalized under ASC 350-40, such as training costs and certain data conversion costs, also cannot be capitalized for a hosting arrangement that is a service contract. Therefore, an entity in a hosting arrangement that is a service contract determines which project stage an implementation activity relates to. Costs for implementation activities in the application development stage are capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post-implementation stages are expensed as the activities are performed. ASU 2018-15 also requires entities to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. ASU 2018-15 was effective for public entities for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. For nonpublic entities, ASU 2018-15 is effective for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted, including adoption in any interim period. ASU 2018-15 is applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company adopted ASU 2018-15 as of January 1, 2021 on a prospective basis and the adoption did not have a material impact on its consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The update also clarifies and simplifies other aspects of the accounting for income taxes. For public entities, ASU 2019-12 is required to be adopted for annual periods beginning after December 15, 2020, including interim periods within those fiscal years. For nonpublic entities, ASU 2019-12 is effective for annual periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued or made available for issuance. An entity that elects to early adopt the update in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments in the update in the same period. The Company adopted ASU 2019-12 as of January 1, 2021 and the adoption did not have a material impact on its consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02” or “ASC 842”), as subsequently amended. ASC 842 sets forth the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). ASC 842 replaces the existing guidance in ASC No. 840, Leases (“ASC 840”). ASC 842 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification determines whether lease expense is recognized based on an effective interest method for finance leases or on a straight-line basis over the term of the lease for operating leases. In addition, a lessee is also required to record (i) a right-of-use asset and a lease liability on its balance sheets for all leases with a term of greater than 12 months regardless of their classification and (ii) lease expense on its statement of operations for operating leases and amortization and interest expense on its statement of operations for financing leases. Leases with a term of 12 months or less may be accounted for similar to existing guidance for operating leases under ASC 840. ASC 842 also requires lessees and lessors to disclose key information about their leasing transactions. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842), which added an optional transition method that allows companies to adopt the standard as of the beginning of the year of adoption as opposed to the earliest comparative period presented. In November 2019, the FASB issued guidance delaying the effective date for all entities, except for public entities. For public entities, ASU 2016-02 was effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities (“ASU 2020-05”), which delayed the adoption date of ASU 2016-02 for nonpublic entities. For nonpublic entities, ASU 2016-02 is effective for annual periods beginning after December 15, 2021, including interim periods within annual periods beginning after December 15, 2022. Early adoption is permitted, including in an interim period. Entities are required to adopt ASC 842 using a modified retrospective transition method. The Company will recognize its lease on the balance sheet on the adoption date of January 1, 2022, by recording a right-of-use asset and a corresponding lease liability. The Company does not expect the adoption of ASC 842 to have a material impact on the Company’s consolidated financial statements and related disclosures.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04 and ASU 2019-05 (collectively, “Topic 326”). The main objective of this update is to provide

financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this update replace the incurred loss impairment methodology in current guidance with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Under ASU 2016-13, expected credit losses relating to financial assets measured on an amortized cost basis and available-for-sale debt securities are required to be recorded through an allowance for credit losses. The update also limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which the carrying value exceeds fair value. The measurement of expected credit losses will be based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU 2016-13 also establishes additional disclosure requirements related to credit risks. For public entities that qualify as a filer with the Securities and Exchange Commission, excluding entities eligible to be smaller reporting companies, ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. In November 2019, the FASB issued ASU No. 2019-10, which deferred the effective date for nonpublic entities to annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. ASU 2016-13 is applied by means of a cumulative-effect adjustment to the opening retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently evaluating the potential impact that the adoption of this standard may have on its consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 was issued to reduce the complexity associated with accounting for certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock and improves the disclosures for convertible instruments and related earnings per share guidance. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity and improves and amends the related earnings per share guidance. For public entities that qualify as a filer with the Securities and Exchange Commission, excluding entities eligible to be smaller reporting companies, ASU 2020-06 is effective for fiscal annual periods beginning after December 15, 2021, including interim periods within those fiscal years. For nonpublic entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. ASU 2020-06 must be adopted as of the beginning of its annual fiscal year. ASU 2020-06 may be adopted through either a modified retrospective method of transition or a fully retrospective method of transition. The Company is currently evaluating the potential impact that the adoption of this standard may have on its consolidated financial statements and related disclosures.

Marketable Securities

12 Months Ended

Dec. 31, 2021

Marketable Securities [Abstract]

Marketable Securities

3. Marketable Securities

Treasury securities held by the Company are classified as available-for-sale pursuant to ASC 320, Investments – Debt and Equity Securities, and carried at fair value in the accompanying consolidated balance sheet on a settlement date basis. The following tables summarize the gross unrealized gains and losses of the Company’s marketable securities as of December 31, 2021 (in thousands):


	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
U.S. Treasury securities	$	49,202	$	—	$	(8	)	$	49,194

No available-for-sale securities held as of December 31, 2021 had remaining maturities greater than twelve months.

The Company did not hold any available-for-sale securities as of December 31, 2020.

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

4. Fair Value Measurements

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


	Fair Value Measurements at December 31, 2021 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	541,220	$	—	$	—	$	541,220
Marketable securities:
U.S. Treasury securities		49,194		—		—		49,194
	$	590,414	$	—	$	—	$	590,414


	Fair Value Measurements at December 31, 2020 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	39,006	$	—	$	—	$	39,006
	$	39,006	$	—	$	—	$	39,006

The money market funds were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy.

The U.S Treasury securities were valued by the Company based on Level 1 inputs. In determining the fair value of the U.S. Treasury securities, the Company relied on quoted prices for identical securities in active markets.

There were no changes to the valuation methods for the year ended December 31, 2021 or the period from June 3, 2020 (inception) to December 31, 2020.

The Company evaluates transfers between levels at the end of each reporting period. There were no transfers between Level 1, Level 2 or Level 3 during the year ended December 31, 2021 or the period from June 3, 2020 (inception) to December 31, 2020.

Prepaid Expense and Other Assets, Current [Abstract]

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

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2021

Prepaid Expenses Other Current Assets

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	December 31,
	2021		2020
Prepaid external research, development and manufacturing costs	$	20,582	$	2,253
Prepaid insurance		3,190		41
Prepaid compensation and other		1,521		100
	$	25,293	$	2,394

Accrued Expenses

12 Months Ended

Dec. 31, 2021

Accrued Liabilities [Abstract]

Accrued Expenses

6. Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	December 31,
	2021		2020
Accrued external research, development and manufacturing costs	$	48,590	$	3,853
Accrued professional and consultant fees		2,155		237
Accrued employee compensation		4,945		794
Other		587		35
	$	56,277	$	4,919

License and Collaboration Agreements

12 Months Ended

Dec. 31, 2021

License Agreement [Abstract]

License and Collaboration Agreements

7. License and Collaboration Agreements

Adimab Assignment Agreement

In July 2020, the Company entered into an Assignment and License Agreement with Adimab (“Adimab Assignment Agreement”). Under the terms of the agreement, Adimab assigned to the Company all rights, title and interest in and to certain of its coronavirus-specific antibodies (“CoV Antibodies”), including modified or derivative forms thereof, and related intellectual property (“Adimab CoV Assets”). In addition, Adimab granted to the Company a non-exclusive, worldwide, royalty-bearing, sublicensable license to certain of its platform patents and technology for the development, manufacture and commercialization of the CoV Antibodies and pharmaceutical products containing or comprising one or more CoV Antibodies (each, a “Product”) for all indications and uses, with the exception of certain diagnostic uses and use as a research reagent (the “Field”). The Company is entitled to sublicense the assigned rights and licensed intellectual property solely with respect to any CoV Antibody or Product, subject to specified conditions of the agreement. The Company is obligated to use commercially reasonable efforts to achieve specified development and regulatory milestones for Products in certain major markets and to commercialize a product in any country in which the Company obtains marketing approval.

Pursuant to the terms of the Adimab Assignment Agreement, the parties will establish one or more work plans that set forth the activities to be performed under the agreement (each, a “Work Plan”), and each party is responsible for performing the obligations to which it is assigned under such Work Plans. Upon execution of the Adimab Assignment Agreement, the Company and Adimab agreed on an initial work plan that outlined the services that will be performed commencing at inception of the arrangement. The Company is obligated to pay Adimab quarterly for its services performed under each Work Plan at a specified full-time equivalent rate. Otherwise, the Company is solely responsible for the development, manufacture and commercialization of the CoV Antibodies and associated Products at its own cost and expense. The Company is solely responsible for preparing and submitting all investigational new drug applications, new drug applications, biologics license applications and other regulatory filings for the CoV Antibodies and Products in the Field, and for obtaining and maintaining all marketing approvals for Products in the Field, at its sole expense. Additionally, the Company has the sole right to prosecute, maintain, enforce and defend patents covering the CoV Antibodies and Products, all at its own expense.

In July 2020, in consideration for the rights assigned and license conveyed under the Adimab Assignment Agreement, the Company issued 5,000,000 shares of its Series A convertible preferred stock (the “Series A Preferred Stock”), then having a fair value of $40.0 million, to Adimab. Concurrently, Adimab relinquished 21,250,000 shares of the Company’s common stock to the Company, then having a fair value of $85,000. Additionally, the Company is obligated to pay Adimab up to $16.5 million upon the achievement of specified development and regulatory milestones for the first Product under the agreement that achieves such specified milestones and up to $8.1 million upon the achievement of specified development and regulatory milestones for the second Product under the agreement that achieves such specified milestones. The maximum aggregate amount of milestone payments payable under the agreement for any and all Products is $24.6 million; however, milestone payments do not accrue for certain in vitro diagnostic devices consisting of or containing CoV Antibodies.

In February 2021, the Company achieved the first specified milestone under the agreement upon dosing of the first patient in a Phase 1 global clinical trial evaluating adintrevimab, which obligated the Company to make a $1.0 million milestone payment to Adimab. In April 2021, the Company achieved the second specified milestone under the agreement upon dosing of the first patient in a Phase 2 global clinical trial evaluating adintrevimab for the prevention of COVID-19, which obligated the Company to make a $2.5 million milestone payment to Adimab. In August 2021, the Company achieved the third specified milestone under the agreement upon dosing of the first patient in a Phase 3 global clinical trial evaluating adintrevimab for the prevention of COVID-19, which obligated the Company to make a $4.0 million milestone payment to Adimab. The Company recognized each expense when achievement of each of the first, second and third milestones became probable of achievement in February, April and August 2021, respectively. The next potential milestone under the Adimab Assignment Agreement is a $4.0 million milestone related to the acceptance of the filing of the first New Drug Application (“NDA”) for a Product by the FDA, which was not considered probable as of December 31, 2021.

During the year ended December 31, 2021, the Company recognized $7.5 million as in-process research and development (“IPR&D”) expense in connection with contingent consideration payable under the Adimab Assignment Agreement. For the period from June 3, 2020 (inception) to December 31, 2020, the Company recognized $39.9 million as IPR&D expense in connection with the upfront consideration payable under the Adimab Assignment Agreement to acquire rights to Adimab’s antibodies relating to COVID-19 and SARS and related intellectual property and a license to certain of Adimab’s platform patents and technology for use in the research and development of the Company's product candidates.

The Company is obligated to pay Adimab royalties of a mid single-digit percentage based on net sales of any Products, once commercialized. The royalty rate is subject to reductions specified under the agreement. Royalties are due on a Product-by-Product and country-by-country basis beginning upon the first commercial sale of each Product and ending on the later of (i) 12 years after the first commercial sale of such Product in such country and (ii) expiration of the last valid claim of a patent covering such Product in such country (“Royalty Term”). In addition, the Company is obligated to pay Adimab royalties of a specified percentage in the range of 45% to 55% of any compulsory sublicense consideration received by the Company in lieu of certain royalty payments. Except for the first milestone payment of $1.0 million, the second milestone payment of $2.5 million and the third milestone payment of $4.0 million, which were paid by the Company to Adimab in March, May and September 2021, respectively, no other milestone, royalty or other contingent payments had become due to Adimab through December 31, 2021.

Unless earlier terminated, the Adimab Assignment Agreement remains in effect until the expiration of the last-to-expire Royalty Term for any and all Products. The Company may terminate the agreement at any time for any or no reason upon advance written notice to Adimab. Either party may terminate the agreement in the event of a material breach by the other party that is not cured within specified periods, except that after the initiation of the first clinical trial of a Product, Adimab may only terminate the agreement for an uncured material breach by the Company for its due diligence obligation or a payment obligation. Upon any termination of the agreement prior to its expiration, all licenses and rights granted pursuant to the arrangement will automatically terminate and revert to the granting party and all other rights and obligations of the parties will terminate.

The Company concluded that the Adimab Assignment Agreement represented an asset acquisition of IPR&D assets with no alternative future use. The arrangement did not qualify as a business combination because substantially all of the fair value of the assets acquired was concentrated in a single asset. Therefore, the aggregate acquisition cost of $39.9 million was recognized as acquired IPR&D expense in July 2020. The $39.9 million of costs to acquire the IPR&D assets was determined as a result of the Company’s allocation of the $40.0 million aggregate fair value of the 5,000,000 shares of the Series A Preferred Stock that the Company issued to Adimab on the acquisition date in exchange for (i) the IPR&D assets acquired from Adimab and (ii) 21,250,000 shares of the Company’s common stock that it repurchased from Adimab on that same date. The Company allocated the $40.0 million fair value of the 5,000,000 shares of Series A Preferred Stock to the IPR&D assets and to the repurchased common stock based on their relative fair values on the acquisition date. As of that date and before allocation, the Company determined that the fair value of the repurchased common stock was $85,000, based on the results of a third-party valuation, and that the fair value of the IPR&D assets was $40.0 million. The Company determined the fair value of the 5,000,000 shares of Series A Preferred Stock based on the $8.00 price per share paid for the stock by new investors in the Company’s Series A Preferred Stock financing, which closed on the same date as the date on which the Company acquired the CoV Antibodies and Adimab CoV Assets under the Adimab Assignment Agreement.

For the year ended December 31, 2021 and the period from June 3, 2020 (inception) to December 31, 2020, the Company recognized $7.5 million and $39.9 million, respectively, as IPR&D expense in connection with upfront consideration and contingent consideration payable under the Adimab Assignment Agreement.

Amounts paid with respect to services performed by Adimab on the Company’s behalf under the Adimab Assignment Agreement are recognized as research and development expense as such amounts are incurred. For the year ended December 31, 2021 and for the period from June 3, 2020 (inception) to December 31, 2020, the Company recognized $1.3 million and $0.6 million, respectively, of expense in connection with services provided by Adimab. Please refer to Note 15 for additional information.

Adimab Collaboration Agreement

On May 21, 2021, the Company entered into a Collaboration Agreement with Adimab (the “Adimab Collaboration Agreement”) for the discovery and optimization of proprietary antibodies as potential therapeutic product candidates. Under the agreement, the Company and Adimab will collaborate on research programs for a specified number of targets selected by the Company within a specified time period. Under the Adimab Collaboration Agreement, Adimab granted the Company a worldwide, non-exclusive license to certain of its platform patents and technology and antibody patents to perform the Company’s responsibilities during the ongoing research period and for a specified evaluation period thereafter (the “Evaluation Term”). In addition, the Company granted Adimab a license to certain of the Company’s patents and intellectual property solely to perform Adimab’s responsibilities under the research plans. Under the agreement, the Company has an exclusive option, on a program-by-program basis, to obtain licenses and assignments to commercialize selected products containing or comprising antibodies directed against the applicable target, which option may be exercised upon the payment of a specified option fee for each program. Upon exercise of an option by the Company, Adimab will assign to the Company all right, title and interest in

the antibodies of the optioned research program and will grant the Company a worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable license under the Adimab platform technology for the development, manufacture and commercialization of the antibodies for which the Company has exercised its options and products containing or comprising those antibodies. The Company is obligated to use commercially reasonable efforts to develop, seek marketing approval for, and commercialize one product that contains an antibody discovered in each research program.

The Company is obligated to pay Adimab a quarterly fee of $1.3 million, which may be cancelled at the Company’s option at any time. For so long as the Company is paying such quarterly fee (or earlier if (i) the Company experiences a change of control after the third anniversary of the Adimab Collaboration Agreement or (ii) Adimab owns less than a specified percentage of the Company’s equity), Adimab and its affiliates will not assist or direct certain third parties to discover or optimize antibodies that are intended to bind to coronaviruses or influenza viruses. The Company may also elect to decrease the scope of Adimab’s exclusivity obligations and obtain a corresponding decrease in the quarterly fee. For the year ended December 31, 2021, the Company recognized $2.6 million of research and development expense related to the quarterly fee.

For each agreed upon research program that is commenced, the Company is obligated to pay Adimab quarterly for its services performed during a given research program at a specified full-time equivalent rate; a discovery delivery fee of $0.2 million; and an optimization completion fee of $0.2 million. For each option exercised by the Company to commercialize a specific research program, the Company is obligated to pay Adimab an exercise fee of $1.0 million. Amounts paid with respect to services performed by Adimab on the Company’s behalf in each of the research programs under the Adimab Collaboration Agreement are recognized as research and development expense as such amounts are incurred and services are rendered. For the year ended December 31, 2021, the Company recognized $0.3 million of expense in connection with services provided by Adimab. Through December 31, 2021, the Company has not paid a drug delivery fee or optimization completion fee to Adimab and the Company has not exercised its option with respect to any program.

The Company is obligated to pay Adimab up to $18.0 million upon the achievement of specified development and regulatory milestones for each product under the agreement that achieves such milestones. The next potential milestone under the Adimab Collaboration Agreement is a $1.0 million milestone related to dosing of the first subject in a Phase I trial, which was not considered probable as of December 31, 2021. The Company is also obligated to pay Adimab royalties of a mid single-digit percentage based on net sales of any product under the agreement, subject to reductions for third-party licenses. The royalty term will expire for each product on a country-by-country basis upon the later of (i) 12 years after the first commercial sale of such product in such country and (ii) the expiration of the last valid claim of any patent claiming composition of matter or method of making or using any antibody identified or optimized under the Adimab Collaboration Agreement in such country.

In addition, the Company is obligated to pay Adimab for Adimab’s performance of certain validation work with respect to certain antigens acquired from a third party. In consideration for this work, the Company is obligated to pay Adimab royalties of a low single-digit percentage based on net sales of products that contain such antigens for the same royalty term as antibody-based products, but the Company is not obligated to make any milestone payments for such antigen products. Through December 31, 2021, the Company has not paid any royalties to Adimab under the Adimab Collaboration Agreement.

The Adimab Collaboration Agreement will expire (i) if the Company does not exercise any option, upon the conclusion of the last Evaluation Term for the research programs, or (ii) if the Company exercises an option, on the expiration of the last royalty term for a product in a particular country, unless the agreement is earlier terminated. The Company may terminate the Adimab Collaboration Agreement at any time upon advance written notice to Adimab. In addition, subject to certain conditions, either party may terminate the Adimab Collaboration Agreement in the event of a material breach by the other party that is not cured within specified periods. The Company concluded that the Adimab Collaboration Agreement represented an asset acquisition of IPR&D with no alternative future use. Therefore, payments made by the Company to Adimab for milestones achieved will be recognized as acquired IPR&D expense in the related period in which the services are performed or the related milestone is considered probable of achievement. Amounts paid with respect to services performed by Adimab on the Company’s behalf under the Adimab Collaboration Agreement are recognized as research and development expense as such amounts are incurred and services are rendered. Please refer to Note 15 for additional information.

WuXi Cell Line License Agreement

In December 2020, the Company entered into a Cell Line License Agreement with WuXi Biologics (Hong Kong) Limited (“WuXi”) (the “Cell Line License Agreement”), under which WuXi granted to the Company a non-exclusive, non-transferable, worldwide, royalty-bearing, sublicensable license to certain of its intellectual property, including certain patent rights associated with a proprietary cell line developed by WuXi for the exploitation of certain recombinant antibodies developed using such proprietary cell line (each, a “Licensed Product”). Each Licensed Product generated under the arrangement will be

produced from a transformed or transfected version of the proprietary cell line derived by WuXi (each of such transformed or transfected cell lines, a “Licensed Cell Line”).

The Company was obligated to pay an upfront fee of $0.2 million to WuXi upon completion of cell bank generation for the first Licensed Cell Line created under the arrangement. Such amount became due in December 2020 and was an accrued expense as of December 31, 2020 and was paid as of December 31, 2021. The Company is also obligated to pay royalties in the range of 0.3% to 0.5% to WuXi based on net sales of any Licensed Products manufactured by the Company or a third party on its behalf. However, if the Company uses WuXi to manufacture all of its commercial supplies, no royalties would be owed by the Company to WuXi for net sales of Licensed Products. The Company has an option to buy out its royalty obligations on a Licensed Cell Line-by-Licensed Cell Line basis by making a one-time payment of $15.0 million to WuXi. Royalties are due on a Licensed Product-by-Licensed Product basis commencing on the date of the first commercial sale of the applicable product and continue for so long as the Company commercializes Licensed Products or until the Company exercises its option to buy out the royalty obligations. Through December 31, 2021, no royalties had become due to WuXi.

The Cell Line License Agreement remains in effect until it is terminated. The Company may terminate the Cell Line License Agreement at any time with notice to WuXi. WuXi may terminate the Cell Line License Agreement in the event the Company fails to make a payment when due under the arrangement and such non-payment is not cured within a specified period after notice. Either party may terminate the Cell Line License Agreement in the event of a material breach by the other party that is not cured within a specified period after notice. Upon termination of the Cell Line License Agreement, the license conveyed by WuXi to the Company will continue in full force and effect with respect to all Licensed Products manufactured using the Licensed Cell Line already generated under the arrangement, provided that the Company continues to pay its royalty obligations, if any.

The Company concluded that the Cell Line License Agreement represented an asset acquisition of IPR&D with no alternative future use. The arrangement did not qualify as a business combination because substantially all of the fair value of the assets acquired was concentrated in a single asset. Therefore, the aggregate acquisition cost of $0.2 million, consisting solely of the upfront fee, was recognized as acquired IPR&D expense for the period from June 3, 2020 (inception) to December 31, 2020.

Research Collaboration and License Agreement with The Scripps Research Institute

In August 2021, the Company entered into a Research Collaboration and License Agreement (the “Research Agreement”) with The Scripps Research Institute (“TSRI”). Under the terms of the Research Agreement, TSRI will perform research activities (the “Research Program”) to identify vaccine candidates for the prevention, diagnosis or treatment of influenza or beta coronaviruses (the “Specified Field”). Unless otherwise mutually agreed by the parties, the Research Program will be completed by August 2023. Activities initiated under the Research Agreement for targets or indications pursued under the arrangement will be conducted in accordance with a research plan to be agreed upon by the parties (each, a “Research Plan”). Each of the parties is responsible for performing the tasks to which it is assigned under the Research Plans. The Company is obligated to provide the research funding necessary to carry out the Research Program pursuant to the budget outlined in each Research Plan. In August 2021, the Company paid TSRI $1.5 million in funding, which was credited against research funding payable by the Company under the Research Agreement. Additionally, the Company is obligated to make specified payments to TSRI to the extent that TSRI complies with certain exclusivity covenants.

Pursuant to the terms of the Research Agreement, the Company was granted an exclusive option (the "Option") to acquire an exclusive, worldwide, sublicensable license under TSRI’s rights in certain patent rights and know-how for the exploitation of any vaccine product containing, comprised of, or derived from, any vaccine candidate identified or developed under the Research Program (each, a “TSRI Licensed Product”) in the Specified Field. Any licenses granted under the arrangement are subject to certain exceptions, conditions and reserved rights. The Company’s option is exercisable for a predefined period of time as outlined in the arrangement. Upon exercise of the Option, the Company is required to reimburse certain patent costs previously incurred by TSRI and bear all future related patent costs. Following the exercise of the Option, the Company has the sole right and responsibility for the further development and potential commercialization of the associated Licensed Product, at its sole cost and expense. As of December 31, 2021, the Company had not exercised its Option.

To the extent any TSRI Licensed Product covered by the Research Agreement is commercialized, the Company is obligated to pay TSRI royalties of a low single-digit percentage on a TSRI Licensed Product-by-Licensed Product and country-by-country basis based on a percentage of net sales, subject to reduction and floor. Royalties are payable for each product on a country-by-country basis through the later of (i) the expiration of the last valid claim of any patent covering such product in such country or (ii) 12 years from the first commercial sale of such product. The Research Agreement will expire when no

further royalties are due to TSRI. The Research Agreement may be early terminated upon mutual written consent of both parties. The Company may terminate the Research Agreement at any time upon advance written notice to TSRI or upon the appointment of certain personnel deemed unacceptable. In addition, TSRI may terminate the Research Agreement if the Company fails to perform or observe any contractual term in any material respect or in the event of a material breach by the Company that remains uncured for a specified period. Following early termination, all licenses will terminate and revert to TSRI, all sublicenses granted by the Company will automatically terminate, and any then-existing sublicensees will have the right to obtain a direct license from TSRI.

Amounts incurred for services performed by TSRI under each of the research plans are expensed to research and development expense as the services are rendered. For the year ended December 31, 2021, the Company recognized $2.3 million of expense associated with services performed under the Research Agreement.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8. Commitments and Contingencies

Operating Lease Commitments

In September 2021, the Company entered into a five year lease agreement (the “lease”) for approximately 9,600 square feet of office space in Waltham, Massachusetts. The monthly rental payments under the lease, which include base rent charges of $0.4 million per year, are subject to periodic rent increases through September 2026.

The Company recognizes rent expense on a straight-line basis over the lease term and records deferred rent for rent expense incurred but not yet paid. The Company's rent expense for the year ended December 31, 2021 was $0.1 million.

License Agreements

The Company has entered into license agreements with Adimab, WuXi and TSRI (see Note 7).

Manufacturing Agreements

In December 2020, the Company entered into a Commercial Manufacturing Services Agreement with WuXi, which was amended and restated in August 2021 (as amended and restated, the “Commercial Manufacturing Agreement”). The Commercial Manufacturing Agreement outlines the terms and conditions under which WuXi will manufacture adintrevimab drug substance and drug product for commercial use.

The Company committed to minimum non-cancelable purchase obligations related to batches of adintrevimab drug substance and certain services with respect to the product requirements for 2021 and 2022, the payments for which will extend into 2023, and batches of adintrevimab drug product and certain services with respect to the product requirements for 2022, the payments for which will extend into 2023. There has been no material change to future minimum payments under non-cancelable purchase obligations associated with the Commercial Manufacturing Agreement. As of December 31, 2021, the Company paid $19.6 million under the Commercial Manufacturing Agreement. The $19.6 million payment resulted in a current prepaid expense of $16.6 million, included in prepaid expenses and other current assets, and a non-current prepaid expense of $3.0 million, included in other non-current assets, on the consolidated balance sheet.

Unless earlier terminated, the Commercial Manufacturing Agreement remains in effect for an initial period of five years and thereafter automatically renews for further successive periods of five years each. Either party may terminate the agreement upon the breach or default by the other party, other than a non-payment breach, that is not cured within 90 days after notice. Both parties are also entitled to terminate the Commercial Manufacturing Agreement if the other party becomes insolvent or is the subject of a petition in bankruptcy or of any other related proceeding or event. Either party may terminate either the Commercial Manufacturing Agreement in its entirety, or an individual order, (i) to the extent the other party suffers a force majeure event that is continuing for a predefined period of time and (ii) if the other party fails to make a payment when due under the arrangement and such non-payment is not cured within 30 days after notice.

As of December 31, 2021, the Company committed to minimum non-cancelable purchase obligations of $138.9 million related to batches of adintrevimab drug substance and $0.6 million related to certain services with respect to the product requirements for 2022, the payments for which will extend into 2023. Future minimum payments under non-cancelable

purchase obligations associated with the Commercial Manufacturing Agreement as of December 31, 2021 are expected to be as follows (in thousands):


Year Ending December 31,
2022	$	75,599
2023		63,945
	$	139,544

Other Contracts

The Company has agreements with third parties that it enters into in the ordinary course of business for various products and services, including those related to research, preclinical and clinical operations, manufacturing and support. These contracts do not contain any material minimum purchase commitments. Certain of these agreements provide for termination rights subject to the payment of termination fees and/or wind-down costs. Under such agreements, the Company is contractually obligated to make certain payments to vendors upon early termination, primarily to reimburse them for their unrecoverable outlays incurred prior to cancellation as well as any amounts owed by the Company prior to early termination. The actual amounts the Company could pay in the future to the vendors under such agreements may differ from the purchase order amounts due to cancellation provisions. The termination fees were not probable of payment as of December 31, 2021 and 2020.

Legal Proceedings

From time to time, the Company may become involved in legal proceedings or other litigation relating to claims arising in the ordinary course of business. The Company accrues a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and estimated exposure amount. Legal fees and other costs associated with such proceedings are expensed as incurred. As of December 31, 2021 and 2020, the Company was not a party to any material legal proceedings.

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to its vendors, lessors, contract research organizations, contract manufacturing organizations, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments that the Company could be required to make under these indemnification agreements is, in many cases, unlimited. As of December 31, 2021 and 2020, the Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims.

Convertible Preferred Stock

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Convertible Preferred Stock

9. Convertible Preferred Stock

The Company has issued Series A convertible preferred stock (the “Series A Preferred Stock”), Series B convertible preferred stock (the “Series B Preferred Stock”), and Series C Preferred Stock (the “Series C Preferred Stock”), all of which are collectively referred to as the “Preferred Stock.”

In July 2020, the Company issued and sold 6,237,500 shares of Series A Preferred Stock, at a price of $8.00 per share, for gross proceeds of $49.9 million and incurred $0.2 million of issuance costs. Concurrently, the Company issued 5,000,000 shares of Series A Preferred Stock to Adimab as consideration payable pursuant to the Adimab Assignment Agreement (see Note 7).

In October and November 2020, the Company issued and sold 1,410,434 shares of Series B Preferred Stock, at a price of $56.72 per share, for gross proceeds of $80.0 million and incurred $0.2 million of issuance costs. Adimab, a related party, participated in the Series B Preferred Stock financing by purchasing 44,076 shares of Series B Preferred Stock for an aggregate purchase price of $2.5 million. The issuance of the Series B Preferred Stock resulted in changes to certain terms of the Series A Preferred Stock. The Company concluded that such changes were not significant and resulted in a modification, rather than an extinguishment, of the Series A Preferred Stock. The changes to the terms of the Series A Preferred Stock did not result in incremental value to the stockholders. Therefore, there was no impact to the accounting for the Series A Preferred Stock.

In April 2021, the Company issued and sold 4,296,550 shares of its Series C Preferred Stock, at a price of $78.08578 per share, for aggregate gross proceeds of $335.5 million and incurred $0.3 million of issuance costs. Adimab, a related party, participated in the Series C Preferred Stock financing by purchasing 128,064 shares of Series C Preferred Stock for an aggregate purchase price of $10.0 million.

The terms of the Series C Preferred Stock are substantially the same as the terms of the Series A Preferred Stock and Series B Preferred Stock, except that the Original Issue Price per share and the Conversion Price per share of the Series C Preferred Stock is $78.08578.

In July 2021, the Company filed an amended and restated certificate of incorporation, which increased the Company’s authority to issue (i) 150,000,000 shares of common stock and (ii) 16,944,484 shares of Preferred Stock. In August 2021, in connection with the closing of the IPO, the Company filed an amended and restated certificate of incorporation to, among other things: (i) increase the number of authorized shares of common stock from 150,000,000 shares to 1,000,000,000 shares, (ii) eliminate all references to the previously existing series of convertible preferred stock and (iii) authorize 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company’s board of directors in one or more series.

Upon issuance of each series of Preferred Stock, the Company assessed the embedded conversion and liquidation features of the securities and determined that such features did not require the Company to separately account for these features. The Company also concluded that no beneficial conversion feature existed on the issuance date of each series of Preferred Stock.

Upon the closing of the Company’s IPO in August 2021, all shares of the Company’s convertible preferred stock then outstanding converted into 84,722,420 shares of common stock (see Note 10). As of December 31, 2020, Preferred Stock consisted of the following (in thousands, except share amounts):


			December 31, 2020
	Shares Authorized		Shares Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion
Series A Preferred Stock		11,237,500		11,237,500	$	89,706	$	89,900		56,187,500
Series B Preferred Stock		1,410,434		1,410,434		79,842		80,000		7,052,170
		12,647,934		12,647,934	$	169,548	$	169,900		63,239,670

Common Stock

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Common Stock

10. Common Stock

The voting, dividend and liquidation rights of the holders of shares of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock set forth above and described in the Company’s final prospectus related to the IPO filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on August 6, 2021.

In June 2020, the Company issued and sold 21,250,000 shares of its common stock to Adimab upon formation of the Company for $0.00002 per share. In July 2020, such shares of common stock were repurchased by the Company from Adimab contemporaneous with the execution of the Adimab Assignment Agreement, pursuant to which the Company acquired certain intellectual property rights in exchange for the issuance of 5,000,000 shares of its Series A Preferred Stock. As of December 31, 2021 the 21,250,000 shares of common stock repurchased from Adimab were retired and redesignated as authorized but unissued shares of the Company’s common stock. As of December 31, 2020, the 21,250,000 shares of common stock repurchased from Adimab were recorded as treasury stock in the accompanying consolidated balance sheets and consolidated statements of convertible preferred stock and stockholders’ equity (deficit) as such shares were not retired. The fair value of the repurchased common stock was $0.004 per share, or $85,000 in the aggregate, as determined based on a third-party valuation (see Note 7).

In April 2021, the Company increased the number of shares of common stock authorized for issuance from 19,000,000 to 23,251,555 shares and increased the number of shares of preferred stock authorized for issuance from 12,647,934 to 16,944,484 shares, of which 4,296,550 shares were designated as Series C Preferred Stock.

As described in Note 9 above, in July 2021, the Company filed an amended and restated certificate of incorporation, which increased the Company’s authority to issue 150,000,000 shares of common stock. In August 2021, in connection with

the closing of the IPO, the Company filed an amended and restated certificate of incorporation to, among other things, increase the number of authorized shares of common stock from 150,000,000 shares to 1,000,000,000 shares.

As of December 31, 2021, the Company had reserved 36,886,646 shares of common stock for the exercise of outstanding stock options and the issuance of awards available for grant under the Company’s 2020 Equity Incentive Plan, 2021 Equity Incentive Plan and 2021 Employee Stock Purchase Plan (see Note 11). As of December 31, 2020, the Company had reserved 80,466,735 shares of common stock for the potential conversion of shares of Preferred Stock into common stock, the exercise of outstanding stock options and the issuance of awards available for grant under the Company’s 2020 Equity Incentive Plan (see Note 11).

Treasury Stock

In April and May 2021, the Company retired an aggregate of 22,600,000 shares of common stock held in treasury. Upon retirement, the shares were redesignated as authorized but unissued shares of the Company’s common stock.

In November 2021, the Company repurchased 468,751 shares of unvested restricted common stock at the original purchase price upon a termination of service during the vesting period. As of December 31, 2021, the shares of common stock repurchased were recorded as treasury stock in the accompanying consolidated balance sheets and consolidated statements of convertible preferred stock and stockholders’ equity (deficit) as such shares were not retired. The fair value of the repurchased common stock was insignificant.

In February 2022, the Company repurchased 1,158,089 shares of unvested restricted common stock at the original purchase price upon a termination of service during the vesting period.

In March 2022, the Company retired an aggregate of 1,626,840 shares of common stock held in treasury. Upon retirement, the shares were redesignated as authorized but unissued shares of the Company’s common stock.

Stock Split

Initial Public Offering

In August 2021, the Company completed its IPO, pursuant to which it issued and sold 20,930,000 shares of its common stock, including 2,730,000 shares of its common stock pursuant to the full exercise of the underwriters’ option to purchase additional shares. The aggregate net proceeds received by the Company from the IPO were approximately $327.5 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. Upon the closing of the IPO, all of the shares of the Company’s convertible preferred stock then outstanding converted into 84,722,420 shares of common stock. Upon the conversion of the convertible preferred stock, the Company reclassified the carrying value of the convertible preferred stock to common stock (at par value) and additional paid-in capital.

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

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Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Stock-Based Compensation

11. Stock-Based Compensation

2020 Equity Incentive Plan

The Company’s 2020 Equity Incentive Plan (the “2020 Plan”) provides for the Company to grant incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units and other stock-based awards to employees, members of the board of directors and consultants. The 2020 Plan is administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors. The board of directors may also delegate to one or more officers of the Company the power to grant awards to employees and certain officers of the Company. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or its committee or any such officer if so delegated.

The exercise price for stock options granted may not be less than the fair market value of the Company’s common stock on the date of grant, as determined by the board of directors, or at least 110% of the fair market value of the Company’s

common stock on the date of grant in the case of an incentive stock option granted to an employee who owns stock representing more than 10% of the voting power of all classes of stock as determined by the board of directors as of the date of grant. Prior to the initial public offering, the Company’s board of directors determined the fair value of the Company’s common stock, taking into consideration its most recently available valuation of common stock performed by third parties as well as additional factors which may have changed since the date of the most recent contemporaneous valuation through the date of grant. Stock options granted under the 2020 Plan expire after ten years and typically vest over a four-year period with the first 25% vesting upon the first anniversary of a specified vesting commencement date and the remainder vesting in 36 equal monthly installments over the succeeding three years, contingent on the recipient’s continued employment or service. Certain awards of stock options permit the holders to exercise the option in whole or in part prior to the full vesting of the option in exchange for unvested shares of restricted common stock with respect to any unvested portion of the option so exercised.

As of December 31, 2021, there were no shares authorized to be issued and no shares reserved for future issuance under the 2020 Plan. As of December 31, 2020, there were 22,820,305 shares authorized to be issued and 14,258,995 shares reserved for future issuance under the 2020 Plan.

2021 Equity Incentive Plan

In July 2021, the Company’s board of directors adopted, and its stockholders approved, the 2021 Equity Incentive Plan (the “2021 Plan”), which became effective immediately prior to and contingent upon the execution of the underwriting agreement related to the Company’s IPO. The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. The number of shares reserved for issuance under the 2021 Plan was equal to 35,075,122, which is the sum of 11,413,572 new shares; plus the number of shares (not to exceed 23,661,550 shares), which represents (i) the number of shares that remained available for issuance under the 2020 Plan, at the time the 2021 Plan became effective, and (ii) any shares subject to outstanding stock options or other stock awards that were granted under the 2020 Plan that are forfeited, terminate, expire or are otherwise not issued. In addition, the number of shares of the Company’s common stock reserved for issuance under the 2021 Plan will automatically increase on the first day of each calendar year, beginning on January 1, 2022 and continuing through January 1, 2031, in an amount equal to 5% of the shares of common stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the board of directors. 5,539,145 shares of common stock were automatically added to the shares authorized for issuance under the 2021 Plan on January 1, 2022 pursuant to the terms of the 2021 Plan. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, repurchased or are otherwise terminated by the Company under the 2021 Plan will be added back to the shares of common stock available for issuance under the 2021 Plan. As of December 31, 2021, there were 35,543,873 shares authorized to be issued, which includes 16,672,281 shares reserved for future issuance under the 2021 Plan.

Stock Option Valuation

The fair value of stock option grants is estimated using the Black-Scholes option-pricing model. Prior to its initial public offering in August 2021, the Company historically had been a private company. Due to the proximity to the IPO, the Company continues to lack company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. For options with service-based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the “simplified” method. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

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


	Year Ended December 31, 2021			Period from June 3, 2020 (Inception) to December 31, 2020
Expected term (in years)		6.0			6.1
Expected volatility		73.3	%		72.3	%
Risk-free interest rate		1.0	%		0.4	%
Expected dividend yield		—	%		—	%

Stock Option Activity

The following table summarizes the Company’s stock option activity since December 31, 2020:


	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
						(in years)		(in thousands)
Outstanding at December 31, 2020		2,968,070		$	0.78		9.8	$	11,362
Granted		16,249,689			11.76
Forfeited		(346,167	)		5.13
Outstanding at December 31, 2021		18,871,592		$	10.15		9.3	$	24,897
Vested and expected to vest at December 31, 2021		18,871,592		$	10.15		9.3	$	24,897
Options exercisable at December 31, 2021		1,613,518		$	2.74		8.6	$	7,809

The weighted-average grant date fair value of stock options granted during the year ended December 31, 2021 and for period from June 3, 2020 (inception) to December 31, 2020 was $7.56 and $0.21, respectively, per share.

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the Company’s common stock for those stock options that had exercise prices lower than the estimated fair value of the Company’s common stock at December 31, 2021 and 2020, as applicable. There were no options exercised during the year ended December 31, 2021. All stock options exercised during the period from June 3, 2020 (inception) to December 31, 2020 were made pursuant to awards that contain early-exercise provisions. The intrinsic value of the options that were exercised for the period from June 3, 2020 (inception) to December 31, 2020 was less than $0.1 million.

Early Exercise of Stock Options into Restricted Stock

The Company’s restricted stock activity during the year ended December 31, 2021 is solely due to shares of restricted common stock issued pursuant to the permitted early exercise of stock options as permitted under the 2020 Plan prior to amendments. The 2021 Plan does not permit early exercise of stock options. Shares of common stock issued upon exercise of unvested stock options are restricted and continue to vest in accordance with the original vesting schedule applicable to the associated stock option award. The Company has the right to repurchase any unvested shares of restricted common stock, at the original purchase price, upon any voluntary or involuntary termination of the service relationship during the vesting period.


	Number of Shares
Unvested restricted stock at December 31, 2020		5,593,240
Issued		—
Vested		(2,042,314	)
Repurchased		(468,751	)
Unvested restricted stock at December 31, 2021		3,082,175

Proceeds from the early exercise of stock options are recorded as an early-exercise liability on the consolidated balance sheets. The liability for unvested common stock subject to repurchase is then reclassified to common stock and additional

paid-in capital as the Company’s repurchase right lapses. Shares issued pursuant to the early exercise of stock options are not considered to be outstanding for accounting purposes until the shares vest. As of December 31, 2021 and 2020, the liability related to the payments for unvested shares from early-exercised options was less than $0.1 million.

In November 2021, the Company repurchased 468,751 shares of unvested restricted common stock for less than $0.1 million, which was recorded as a reduction of the early-exercise liability and as shares of treasury stock.

In February 2022, the Company repurchased 1,158,089 shares of unvested restricted common stock for less than $0.1 million, which was recorded as a reduction of the early-exercise liability and as shares of treasury stock.

In March 2022, the Company retired an aggregate of 1,626,840 shares of common stock held in treasury.

Stock-Based Compensation Expense

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


	Year Ended December 31, 2021		Period from June 3, 2020 (Inception) to December 31, 2020
Research and development	$	6,591	$	125
Selling, general and administrative		11,173		30
	$	17,764	$	155

As of December 31, 2021, total unrecognized stock-based compensation cost related to unvested awards was $105.9 million and the weighted-average period over which such expense is expected to be recognized is 3.3 years.

In February 2022, Tillman U. Gerngross, Ph.D. resigned as Chief Executive Officer and President and as a member of the Board of Directors. In accordance with his resignation, Dr. Gerngross's outstanding stock options were forfeited, resulting in a reversal of stock-based compensation expense of approximately $4.6 million which was recorded in the first quarter of 2022.

2021 Employee Stock Purchase Plan

In July 2021, the Company’s board of directors adopted, and its stockholders approved, the 2021 Employee Stock Purchase Plan (the ‘‘2021 ESPP’’), which became effective immediately prior to and contingent upon the execution of the underwriting agreement related to the Company’s initial public offering. A total of 1,342,773 shares of common stock were reserved for issuance under this plan. There were no shares issued under the 2021 ESPP as of December 31, 2021. The number of shares of common stock that may be issued under the 2021 ESPP will automatically increase on the first day of each calendar year, beginning on January 1, 2022 and continuing through January 1, 2031, by an amount equal to the lesser of (i) 1% of the shares of common stock outstanding on the last day of the calendar month before the date of each automatic increase, (ii) 2,685,546 shares and (iii) an amount determined by the Company’s board of directors. The number of shares to be issued under the 2021 ESPP did not increase on January 1, 2022.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

During the year ended December 31, 2021 and for the period from June 3, 2020 (inception) to December 31, 2020, the Company did not record income tax benefits for the net operating losses incurred or for the research and development tax credits generated in each period, due to its uncertainty of realizing a benefit from those items. All of the Company’s operating losses since inception have been generated in the United States.

A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows:


	Year Ended December 31, 2021			Period from June 3, 2020 (Inception) to December 31, 2020
Federal statutory income tax rate		(21.0	)%		(21.0	)%
State income taxes, net of federal benefit		(2.9	)		(0.4	)
Federal research and development tax credits		(1.4	)		(0.2	)
Non-deductible expenses		—			12.9
Change in deferred tax asset valuation allowance		25.3			8.7
Effective income tax rate		—	%		—	%

The Company’s net deferred tax assets consisted of the following (in thousands):


	December 31, 2021			December 31, 2020
Deferred tax assets:
Net operating loss carryforwards	$	51,635		$	5,340
Research and development tax credits carryforwards		4,350			138
Stock-based compensation expense		4,116			31
Intangibles		1,707			—
Other		1,160			173
Total deferred tax assets		62,968			5,682
Valuation allowance		(62,968	)		(5,682	)
Net deferred tax assets	$	—		$	—

As of December 31, 2021 and 2020, the Company had U.S. federal NOL carryforwards of $221.9 million and $24.4 million, respectively, which may be available to reduce future taxable income. All of the U.S. federal NOL carryforwards have an indefinite carryforward period but are limited in their usage to 80% of annual taxable income. In addition, as of December 31, 2021, the Company had state NOL carryforwards of $81.9 million, which may be available to reduce future taxable income, of which $3.4 million have an indefinite carryforward period while the remaining $78.5 million begin to expire in 2041. As of December 31, 2021, the Company also had U.S. federal and state research and development tax credit carryforwards of $3.3 million and $1.3 million, respectively, which may be available to reduce future tax liabilities and expire at various dates beginning in 2041 and 2036, respectively.

Utilization of the U.S. federal and state NOL carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income or tax liabilities. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the NOL carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. If a change in ownership were to have occurred during that period and resulted in the restriction of NOL or credit carryforwards, the reduction in the related deferred tax asset would be offset with a corresponding reduction in the valuation allowance.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative losses since inception, expectation of future losses and lack of other positive evidence and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of December 31, 2021 and 2020. Management reevaluates the positive and negative evidence at each reporting period. During the year ended December 31, 2021 and for the period from June 3, 2020 (inception) to December 31, 2020, the Company increased

its valuation allowance by $57.3 million and $5.7 million, respectively, with such increase recognized as income tax expense, in order to maintain a full valuation allowance against its deferred tax assets, and there were no changes recorded to the allowance during the period.

The Company assesses uncertain tax positions in accordance with the guidance for accounting for uncertain tax positions. This pronouncement prescribes a recognition threshold and measurement methodology for recording within the consolidated financial statements uncertain tax positions taken, or expected to be taken, in the Company’s income tax returns. To the extent the uncertain tax positions do not meet the “more likely than not” threshold, the Company derecognizes such positions. For tax positions meeting the “more likely than not" threshold, the Company measures and records the highest probable benefit, and establishes appropriate reserves for benefits that exceed the amount likely to be sustained upon examination. As of December 31, 2021 and 2020, the Company has not recorded any uncertain tax positions or related interest and penalties.

The Company files income tax returns in the U.S. federal and various state jurisdictions and is not currently under examination by any taxing authority for any open tax year. Due to NOL carryforwards, all years remain open for income tax examination. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the federal or state tax authorities to the extent utilized in a future period. No federal or state tax audits are currently in process.

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.

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
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-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
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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)
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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
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-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)
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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))
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Related Party Transactions

Defined Contribution Plan	12 Months Ended
Defined Contribution Plan	Dec. 31, 2021
Retirement Benefits [Abstract]
Defined Contribution Plan	13. Defined Contribution Plan The Company maintains a 401(k) Plan (the “401(k) Plan”) for the benefit of eligible employees. The 401(k) Plan is a defined contribution plan under Section 401(k) of the Internal Revenue Code of 1986 that covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Pursuant to the terms of the 401(k) Plan, the Company is required to make non-elective contributions of 3% of eligible participants’ compensation. For the year ended December 31, 2021 and the period from June 3, 2020 (inception) to December 31, 2020, the Company made contributions of $0.6 million and less than $0.1 million, respectively, to the 401(k) Plan.

Net Loss per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss per Share

14. Net Loss per Share

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


	Year Ended December 31, 2021			Period from June 3, 2020 (Inception) to December 31, 2020
Numerator:
Net loss attributable to common stockholders	$	(226,790	)	$	(65,319	)
Denominator:
Weighted-average common shares outstanding, basic and diluted		42,621,265			3,608,491
Net loss per share attributable to common stockholders, basic and diluted	$	(5.32	)	$	(18.10	)

Shares of unvested restricted common stock are not considered outstanding for accounting purposes until vested and were excluded from the calculations of basic net loss per share attributable to common stockholders for all periods presented.

The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of

diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Year Ended December 31, 2021		Period from June 3, 2020 (Inception) to December 31, 2020
Convertible preferred stock (as converted to common stock)		—		63,239,670
Stock options to purchase common stock		18,871,592		2,968,070
Unvested restricted common stock		3,082,175		5,593,240
		21,953,767		71,800,980

Related Party Transactions

12 Months Ended

Dec. 31, 2021

15. Related Party Transactions

Adimab Assignment Agreement

Under the Adimab Assignment Agreement, Adimab, a principal stockholder of the Company, received upfront consideration in the form of Series A Preferred Stock, is entitled to receive milestone and royalty payments upon specified conditions, and receives payments from the Company for providing ongoing services under the agreement (see Note 7). Adimab participated in the Series B and C Preferred Stock financings by purchasing 44,076 and 128,064 shares of Series B and C Preferred Stock, respectively, for an aggregate purchase price of $2.5 million and $10.0 million, respectively (see Note 9).

During the year ended December 31, 2021, the Company recognized $7.5 million as IPR&D expense in connection with milestones payable under the Adimab Assignment Agreement. For the period from June 3, 2020 (inception) to December 31, 2020 the Company recognized $39.9 million as IPR&D expense in connection with the upfront consideration payable under the Adimab Assignment Agreement (see Note 7).

During the year ended December 31, 2021, the Company recognized $1.3 million of research and development expense, respectively, with respect to services performed by Adimab on the Company’s behalf under the Adimab Assignment Agreement. For the period from June 3, 2020 (inception) to December 31, 2020, the Company recognized $0.6 million of research and development expense with respect to services performed by Adimab on the Company’s behalf under the Adimab Assignment Agreement.

Adimab Collaboration Agreement

Under the Adimab Collaboration Agreement, the Company is obligated to pay Adimab for certain fees, milestone and royalty payments (see Note 7).

For the year ended December 31, 2021, the Company recognized $2.9 million of research and development expense under the Adimab Collaboration Agreement, which consisted of $2.6 million related to the quarterly fee (see Note 7) and $0.3 million related to services performed by Adimab on the Company’s behalf.

As of December 31, 2021 and 2020, $0.6 million was due to Adimab under both the Adimab Assignment Agreement and the Adimab Collaboration Agreement by the Company. As of December 31, 2021 and 2020, no amounts were due from Adimab under the Adimab Assignment Agreement or the Adimab Collaboration Agreement to the Company.

Selected Quarterly Financial Data (unaudited)

12 Months Ended

Dec. 31, 2021

Selected Quarterly Financial Information [Abstract]

Selected Quarterly Financial Data (unaudited)

16. Selected Quarterly Financial Data (unaudited)

The following table contains quarterly financial information for fiscal year 2021. The results for any quarter are not necessarily indicative of future period results.


	March 31, 2021			June 30, 2021			September 30, 2021			December 31, 2021
Quarter to date:	(1)			(2)
Net loss	$	(38,700	)	$	(44,673	)	$	(60,375	)	$	(83,042	)
Net loss per share attributable to common stockholders, basic and diluted	$	—		$	(178.86	)	$	(0.98	)	$	(0.77	)
Weighted-average common shares outstanding, basic and diluted		—			249,769			61,297,086			107,551,097
Year to date:	(1)			(2)
Net loss	$	(38,700	)	$	(83,373	)	$	(143,748	)	$	(226,790	)
Net loss per share attributable to common stockholders, basic and diluted	$	—		$	(663.94	)	$	(7.06	)	$	(5.32	)
Weighted-average common shares outstanding, basic and diluted		—			125,574			20,346,771			42,621,265

(1)

Net loss per share data is not applicable for the three months ended March 31, 2021 as the Company had no shares of common stock outstanding for accounting purposes during that period. All of the 5,593,240 shares of common stock issued and outstanding as of March 31, 2021 were shares of unvested restricted common stock issued by the Company upon the early exercise of stock options granted in June 2020. As a result, such shares are not considered outstanding for accounting purposes until vested and were excluded from the calculations of basic net loss per share attributable to common stockholders for the three months ended March 31, 2021.

(2)

The June 30, 2021 Quarterly Report on Form 10-Q filed with the SEC on September 20, 2021 included a clerical error. The net loss numbers used in the basic and diluted share computation for the three and six months ended June 30, 2021 were in thousands, resulting in a basic and diluted loss per share of $0.18 and $0.66, respectively. The corrected net loss number to be used in the basic and diluted share computation for the three and six months ended June 30, 2021 should have been the net loss multiplied by one thousand, resulting in a corrected basic and diluted loss per share of $178.86 and $663.94, respectively. This correction is reflected in the above table. This error had no impact to the reported amount of net loss or the unaudited consolidated balance sheets, statements of cash flows, or statements of stockholders’ equity (deficit), and notes to the financial statements as of, and for the three and six months ended June 30, 2021, other than to Note 13. Net Loss per Share. The materiality of the error was assessed in accordance with the SEC’s Staff Accounting Bulletin 99 and the Company concluded that the previously issued consolidated financial statements were not materially misstated. In accordance with the SEC’s Staff Accounting Bulletin 108, this immaterial error will be corrected and the revision will be presented prospectively here and in future filings.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Use of Estimates

Deferred Offering Costs

Concentrations of Credit Risk, Significant Suppliers and License Rights

Cash Equivalents

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

Marketable Securities

Fair Value Measurements

•

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

•

Property and Equipment


		Estimated Useful Life
Machinery and equipment		3 to 5 years
Furniture and fixtures		3 to 5 years
Leasehold improvements		Shorter of lease term of useful life

loss from operations. Expenditures for repairs and maintenance that do not improve or extend the life of the respective assets are charged to expense as incurred.

Impairment of Long-Lived Assets

Leases

Patent Costs

Segment Information

Research and Development Expenses

Accrued Research and Development Costs

Asset Acquisitions and Acquired In-Process Research and Development Expenses

Stock-Based Compensation

Income Taxes

Comprehensive Loss

Net Loss per Share

Emerging Growth Company

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Estimated Useful Life of Property and Equipment


		Estimated Useful Life
Machinery and equipment		3 to 5 years
Furniture and fixtures		3 to 5 years
Leasehold improvements		Shorter of lease term of useful life

Marketable Securities (Tables)

12 Months Ended

Dec. 31, 2021

Marketable Securities [Abstract]

Summary of Marketable Securities

The following tables summarize the gross unrealized gains and losses of the Company’s marketable securities as of December 31, 2021 (in thousands):


	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
U.S. Treasury securities	$	49,202	$	—	$	(8	)	$	49,194

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Asset and Liabilities Measured at Fair Value on Recurring Basis

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


	Fair Value Measurements at December 31, 2021 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	541,220	$	—	$	—	$	541,220
Marketable securities:
U.S. Treasury securities		49,194		—		—		49,194
	$	590,414	$	—	$	—	$	590,414


	Fair Value Measurements at December 31, 2020 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund	$	39,006	$	—	$	—	$	39,006
	$	39,006	$	—	$	—	$	39,006

Prepaid Expense and Other Assets, Current [Abstract]

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Prepaid Expenses and Other Current Assets (Table)

12 Months Ended

Dec. 31, 2021

Schedule Of Prepaid Expenses And Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	December 31,
	2021		2020
Prepaid external research, development and manufacturing costs	$	20,582	$	2,253
Prepaid insurance		3,190		41
Prepaid compensation and other		1,521		100
	$	25,293	$	2,394

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2021

Accrued Liabilities [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	December 31,
	2021		2020
Accrued external research, development and manufacturing costs	$	48,590	$	3,853
Accrued professional and consultant fees		2,155		237
Accrued employee compensation		4,945		794
Other		587		35
	$	56,277	$	4,919

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Payments Under Non-cancellable Purchase Obligations

Future minimum payments under non-cancelable

purchase obligations associated with the Commercial Manufacturing Agreement as of December 31, 2021 are expected to be as follows (in thousands):


Year Ending December 31,
2022	$	75,599
2023		63,945
	$	139,544

Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of Preferred Stock

As of December 31, 2020, Preferred Stock consisted of the following (in thousands, except share amounts):


			December 31, 2020
	Shares Authorized		Shares Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion
Series A Preferred Stock		11,237,500		11,237,500	$	89,706	$	89,900		56,187,500
Series B Preferred Stock		1,410,434		1,410,434		79,842		80,000		7,052,170
		12,647,934		12,647,934	$	169,548	$	169,900		63,239,670

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Weighted Average Fair Values and Valuation Assumptions

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


	Year Ended December 31, 2021			Period from June 3, 2020 (Inception) to December 31, 2020
Expected term (in years)		6.0			6.1
Expected volatility		73.3	%		72.3	%
Risk-free interest rate		1.0	%		0.4	%
Expected dividend yield		—	%		—	%

Summary of Stock Option Activity

The following table summarizes the Company’s stock option activity since December 31, 2020:


	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
						(in years)		(in thousands)
Outstanding at December 31, 2020		2,968,070		$	0.78		9.8	$	11,362
Granted		16,249,689			11.76
Forfeited		(346,167	)		5.13
Outstanding at December 31, 2021		18,871,592		$	10.15		9.3	$	24,897
Vested and expected to vest at December 31, 2021		18,871,592		$	10.15		9.3	$	24,897
Options exercisable at December 31, 2021		1,613,518		$	2.74		8.6	$	7,809

Schedule of Unvested Common Stock Options


	Number of Shares
Unvested restricted stock at December 31, 2020		5,593,240
Issued		—
Vested		(2,042,314	)
Repurchased		(468,751	)
Unvested restricted stock at December 31, 2021		3,082,175

Summary of Share Based Compensation Expense Recognized

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


	Year Ended December 31, 2021		Period from June 3, 2020 (Inception) to December 31, 2020
Research and development	$	6,591	$	125
Selling, general and administrative		11,173		30
	$	17,764	$	155

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate

A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows:


	Year Ended December 31, 2021			Period from June 3, 2020 (Inception) to December 31, 2020
Federal statutory income tax rate		(21.0	)%		(21.0	)%
State income taxes, net of federal benefit		(2.9	)		(0.4	)
Federal research and development tax credits		(1.4	)		(0.2	)
Non-deductible expenses		—			12.9
Change in deferred tax asset valuation allowance		25.3			8.7
Effective income tax rate		—	%		—	%

Summary of Net Deferred Tax Assets

The Company’s net deferred tax assets consisted of the following (in thousands):


	December 31, 2021			December 31, 2020
Deferred tax assets:
Net operating loss carryforwards	$	51,635		$	5,340
Research and development tax credits carryforwards		4,350			138
Stock-based compensation expense		4,116			31
Intangibles		1,707			—
Other		1,160			173
Total deferred tax assets		62,968			5,682
Valuation allowance		(62,968	)		(5,682	)
Net deferred tax assets	$	—		$	—

Net Loss per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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


	Year Ended December 31, 2021			Period from June 3, 2020 (Inception) to December 31, 2020
Numerator:
Net loss attributable to common stockholders	$	(226,790	)	$	(65,319	)
Denominator:
Weighted-average common shares outstanding, basic and diluted		42,621,265			3,608,491
Net loss per share attributable to common stockholders, basic and diluted	$	(5.32	)	$	(18.10	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of

diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Year Ended December 31, 2021		Period from June 3, 2020 (Inception) to December 31, 2020
Convertible preferred stock (as converted to common stock)		—		63,239,670
Stock options to purchase common stock		18,871,592		2,968,070
Unvested restricted common stock		3,082,175		5,593,240
		21,953,767		71,800,980

Selected Quarterly Financial Data (unaudited) (Tables)

12 Months Ended

Dec. 31, 2021

Selected Quarterly Financial Information [Abstract]

Schedule of quarterly financial information

The following table contains quarterly financial information for fiscal year 2021. The results for any quarter are not necessarily indicative of future period results.


	March 31, 2021			June 30, 2021			September 30, 2021			December 31, 2021
Quarter to date:	(1)			(2)
Net loss	$	(38,700	)	$	(44,673	)	$	(60,375	)	$	(83,042	)
Net loss per share attributable to common stockholders, basic and diluted	$	—		$	(178.86	)	$	(0.98	)	$	(0.77	)
Weighted-average common shares outstanding, basic and diluted		—			249,769			61,297,086			107,551,097
Year to date:	(1)			(2)
Net loss	$	(38,700	)	$	(83,373	)	$	(143,748	)	$	(226,790	)
Net loss per share attributable to common stockholders, basic and diluted	$	—		$	(663.94	)	$	(7.06	)	$	(5.32	)
Weighted-average common shares outstanding, basic and diluted		—			125,574			20,346,771			42,621,265

(1)

(2)

Nature of the Business and Basis of Presentation - Additional Information (Details) - USD ($)
$ in Thousands

1 Months Ended

3 Months Ended

7 Months Ended

12 Months Ended

Jul. 31, 2021

Aug. 31, 2021

Jul. 31, 2021

Dec. 31, 2021

Sep. 30, 2021

Jun. 30, 2021

^[1]

Mar. 31, 2021

^[2]

Dec. 31, 2020

Dec. 31, 2021

Sep. 30, 2021

Jun. 30, 2021

^[1]

Mar. 31, 2021

^[2]

Stock split

five-for-one

Convertible preferred Stock Shares Issued Upon Conversion

$ (83,042)

$ (60,375)

$ (44,673)

$ (38,700)

$ (65,319)

$ (226,790)

$ (143,748)

$ (83,373)

$ (38,700)

Accumulated Deficit

$ 292,109

$ 65,319

$ 292,109

63,239,670

IPO [Member]

Issuance of common stock, shares

20,930,000

Stock issued during period shares new issues, underwriters subscription

2,730,000

Proceeds from issuance initial public offering

$ 327,500

Convertible preferred Stock Shares Issued Upon Conversion

84,722,420

[1]

[2]

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

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The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Deferred offering cost	$ 0	$ 0
Percentage of income tax examination likelihood upon ultimate settlement	50.00%
Unrecognized tax benefits accrued for interest and penalties	$ 0	0
Impairment loss	0	$ 0
Realized gains or losses on marketable securities recognized	0
Gain (loss) on investments	$ 0

Summary of Significant Accounting Policies - Summary of Estimated Useful Life of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2021
Machinery and Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	5 years
Machinery and Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Furniture and Fixtures [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	5 years
Furniture and Fixtures [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, estimated useful lives	Shorter of lease term of useful life

Marketable Securities - Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Marketable Securities [Abstract]
Available-for-sale securities held, remaining maturities greater than twelve months	$ 0	$ 0

Marketable Securities - Summary of Marketable Securities (Details) - US Treasury Securities [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Cash and Cash Equivalents [Line Items]
Amortized Cost	$ 49,202
Unrealized Gain on Marketable Securities	0
Unrealized Loss on Marketable Securities	(8)
Fair Value	$ 49,194

Fair Value Measurments - Asset and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Assets:
Asset fair value disclosure	$ 590,414	$ 39,006
Fair Value Level 1
Assets:
Asset fair value disclosure	590,414	39,006
Fair Value Level 2
Assets:
Asset fair value disclosure	0	0
Fair Value Level 3
Assets:
Asset fair value disclosure	0	0
US Treasury Securities
Assets:
Asset fair value disclosure	49,194
US Treasury Securities \| Fair Value Level 1
Assets:
Asset fair value disclosure	49,194
US Treasury Securities \| Fair Value Level 2
Assets:
Asset fair value disclosure	0
US Treasury Securities \| Fair Value Level 3
Assets:
Asset fair value disclosure	0
Cash And Cash Equivalents [Member] \| Money Market Funds
Assets:
Asset fair value disclosure	541,220	39,006
Cash And Cash Equivalents [Member] \| Money Market Funds \| Fair Value Level 1
Assets:
Asset fair value disclosure	541,220	39,006
Cash And Cash Equivalents [Member] \| Money Market Funds \| Fair Value Level 2
Assets:
Asset fair value disclosure	0	0
Cash And Cash Equivalents [Member] \| Money Market Funds \| Fair Value Level 3
Assets:
Asset fair value disclosure	$ 0	$ 0

Fair Value Measurements (Additional Information) (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Transfers between level 3	$ 0	$ 0

Prepaid Expenses and Other Current Assets - Schedule Of Prepaid Expenses And Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid external research, development and manufacturing costs	$ 20,582	$ 2,253
Prepaid Insurance	3,190	41
Prepaid compensation and other	1,521	100
Prepaid expenses and other current assets	$ 25,293	$ 2,394

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accrued Liabilities [Abstract]
Accrued external research, development and manufacturing costs	$ 48,590	$ 3,853
Accrued professional and consultant fees	2,155	237
Accrued employee compensation	4,945	794
Other	587	35
Accrued expenses	$ 56,277	$ 4,919

License and Collaboration Agreements - Additional Information (Details) - USD ($)	1 Months Ended							7 Months Ended		12 Months Ended
	Aug. 31, 2021	Jul. 31, 2021	May 31, 2021	Apr. 30, 2021	Mar. 31, 2021	Feb. 28, 2021	Jul. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2021	Jul. 30, 2021
Defined Benefit Plan Disclosure [Line Items]
Preferred Stock Shares Issued								0	0	0	16,944,484
Shares repurchased, Fair value									$ 85,000
Milestone Payment				$ 2,500,000		$ 1,000,000.0
Recognized expense								$ 39,900,000		$ 7,500,000
Acquired IPR&D expense		$ 39,900,000						200,000
Sale of Stock, Price Per Share										$ 8.00
Amount paid for services								600,000		$ 1,300,000
Accrued Upfront Fee										200,000
Quarterly fee										1,300,000
Delivery fee										200,000
Completion fee										200,000
Exercise fee										1,000,000.0
Royalty expense										0
Research and Development in Process								39,915,000		0
Research and Development [Member]
Defined Benefit Plan Disclosure [Line Items]
Quarterly fee										$ 2,600,000
Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Royalty Based on Net Sales of Licensed Products, Percentage										0.50%
Minimum [Member]
Defined Benefit Plan Disclosure [Line Items]
Royalty Based on Net Sales of Licensed Products, Percentage										0.30%
Payments to acquire royalty										$ 15,000,000.0
Research Development And Regulatory Milestone
Defined Benefit Plan Disclosure [Line Items]
Potential Milestone Payment										18,000,000.0
Series A Preferred Stock [Member]
Defined Benefit Plan Disclosure [Line Items]
Preferred Stock Shares Issued							6,237,500
Preferred Stock Fair Value										$ 40,000,000.0
Common Stock [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares repurchased										21,250,000
Shares repurchased, Fair value										$ 85,000
Adimab Assignment Agreement
Defined Benefit Plan Disclosure [Line Items]
Preferred Stock Shares Issued							5,000,000
Potential Milestone Payment										4,000,000.0
Milestone Payment	$ 4,000,000.0		$ 2,500,000		$ 1,000,000.0					4,000,000.0
Research and Development in Process								$ 39,900,000		$ 7,500,000
Adimab Assignment Agreement \| Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Potential Milestone Payment							$ 24,600,000
Royalty Percentage Of Sublicense Consideration										55.00%
Adimab Assignment Agreement \| Minimum [Member]
Defined Benefit Plan Disclosure [Line Items]
Royalty Percentage Of Sublicense Consideration										45.00%
Adimab Assignment Agreement \| First Product
Defined Benefit Plan Disclosure [Line Items]
Potential Milestone Payment							16,500,000
Adimab Assignment Agreement \| Second Product
Defined Benefit Plan Disclosure [Line Items]
Potential Milestone Payment							$ 8,100,000
Adimab Assignment Agreement \| Series A Preferred Stock [Member]
Defined Benefit Plan Disclosure [Line Items]
Preferred Stock Shares Issued							5,000,000			5,000,000
Preferred Stock Fair Value							$ 40,000,000.0
Adimab Assignment Agreement \| Common Stock [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares repurchased							21,250,000
Shares repurchased, Fair value							$ 85,000
TSRI
Defined Benefit Plan Disclosure [Line Items]
Amount Paid As Pre Paid Funding For Research Plan	$ 1,500,000
Research and Development in Process										$ 2,300,000
Adimab Collaboration Agreement [Member]
Defined Benefit Plan Disclosure [Line Items]
Delivery fee										0
Expenses										$ 300,000

Commitments and Contingencies - Additional Information (Details) $ in Thousands		12 Months Ended
	Sep. 14, 2021 USD ($) ft²	Dec. 31, 2021 USD ($)
Long Term Purchase Commitment [Line Items]
Lease term	5 years
Lease space \| ft²	9,600
Monthly rental payments	$ 400
Rent expense		$ 100
Purchase Obligation		139,544
A&R Commercial Manufacturing Agreement
Long Term Purchase Commitment [Line Items]
Future minimum payments under non-cancelable purchase obligations		19,600
A D G20 Drug Substance
Long Term Purchase Commitment [Line Items]
Purchase Obligation		138,900
A D G20 Service
Long Term Purchase Commitment [Line Items]
Purchase Obligation		600
Prepaid Expenses and Other Current Assets \| A&R Commercial Manufacturing Agreement
Long Term Purchase Commitment [Line Items]
Future minimum payments under non-cancelable purchase obligations		16,600
Other Non-current Assets \| A&R Commercial Manufacturing Agreement
Long Term Purchase Commitment [Line Items]
Future minimum payments under non-cancelable purchase obligations		$ 3,000

Commitments and Contingencies - Schedule of Future Minimum Payments Under Non-cancellable Purchase Obligations (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 75,599
2023	63,945
Purchase Obligation, Total	$ 139,544

Convertible Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended			2 Months Ended
	Aug. 31, 2021	Apr. 30, 2021	Jul. 31, 2020	Nov. 30, 2020	Dec. 31, 2021	Aug. 10, 2021	Jul. 30, 2021	Dec. 31, 2020
Preferred Stock Shares Issued					0		16,944,484	0
Preferred stock per share					$ 0.0001			$ 0.0001
Common Stock, Shares, Issued					111,251,660		150,000,000	28,193,240
Common Stock, Shares Authorized					1,000,000,000		150,000,000	150,000,000
Preferred stock shares outstanding					0			0
Minimum [Member]
Common Stock, Shares Authorized	150,000,000	19,000,000
Maximum [Member]
Common Stock, Shares Authorized	1,000,000,000	23,251,555
Series A Preferred Stock [Member]
Preferred Stock Shares Issued			6,237,500
Preferred stock per share			$ 8.00	$ 56.72
Proceeds from issuance of preferred stock			$ 49.9
Payments of Stock Issuance Costs			0.2
Preferred Stock Fair Value					$ 40.0
Preferred stock issuance costs			$ 0.2
Series A Preferred Stock [Member] \| Adimab Assignment Agreement
Preferred Stock Shares Issued			5,000,000
Series B Preferred Stock [Member]
Preferred Stock Shares Issued				1,410,434
Proceeds from issuance of preferred stock				$ 80.0
Payments of Stock Issuance Costs				0.2
Preferred stock issuance costs				$ 0.2
Series B Preferred Stock [Member] \| Adimab Assignment Agreement
Preferred Stock Shares Issued				44,076
Preferred Stock Fair Value				$ 2.5
Series C preferred stock [Member]
Preferred Stock Shares Issued		4,296,550
Preferred stock per share		$ 78.08578
Proceeds from issuance of preferred stock		$ 335.5
Payments of Stock Issuance Costs		0.3
Preferred Stock Original Issue And Conversion Price Per Share					$ 78.08578
Preferred stock issuance costs		$ 0.3
Series C preferred stock [Member] \| Adimab Assignment Agreement
Preferred Stock Shares Issued		128,064
Preferred Stock Fair Value		$ 10.0
IPO [Member]
UndesignatedPreferredStockCapitalSharesReservedForFutureIssuance						10,000,000
Conversion of Stock, Shares Converted	84,722,420
IPO [Member] \| Minimum [Member]
Common Stock, Shares Authorized						150,000,000
IPO [Member] \| Maximum [Member]
Common Stock, Shares Authorized						1,000,000,000

Convertible Preferred Stock - Schedule of Preferred Stock (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Convertible preferred stock, shares authorized		12,647,934
Convertible preferred stock, shares issued		12,647,934
Convertible preferred stock, shares outstanding		12,647,934
Carrying Value	$ 0	$ 169,548
Convertible preferred stock, liquidation preference		$ 169,900
Common Stock Issuable Upon Conversion		63,239,670
Series A Preferred Stock [Member]
Convertible preferred stock, shares authorized		11,237,500
Convertible preferred stock, shares issued		11,237,500
Convertible preferred stock, shares outstanding		11,237,500
Carrying Value		$ 89,706
Convertible preferred stock, liquidation preference		$ 89,900
Common Stock Issuable Upon Conversion		56,187,500
Series B Preferred Stock [Member]
Convertible preferred stock, shares authorized		1,410,434
Convertible preferred stock, shares issued		1,410,434
Convertible preferred stock, shares outstanding		1,410,434
Carrying Value		$ 79,842
Convertible preferred stock, liquidation preference		$ 80,000
Common Stock Issuable Upon Conversion		7,052,170

Common Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended				12 Months Ended
	Jul. 31, 2021	Feb. 28, 2022	Nov. 30, 2021	Aug. 31, 2021	Jul. 31, 2021	Dec. 31, 2021	Mar. 31, 2022	Aug. 10, 2021	Jul. 30, 2021	May 31, 2021	Apr. 30, 2021	Dec. 31, 2020	Jul. 31, 2020	Jun. 30, 2020
Common stock, shares issued						111,251,660			150,000,000			28,193,240
Common stock, par value						$ 0.0001						$ 0.0001
Preferred Stock Shares Issued						0			16,944,484			0
Common stock, shares authorized						1,000,000,000			150,000,000			150,000,000
Preferred stock, shares authorized						10,000,000						0
Common stock, shares reserved for future issuance						36,886,646
Stockholders' Equity Note, Stock Split	five-for-one				five-for-one
Common stock, option Exercised						0
Deferred offering cost						$ 0						$ 0
Common Stock Issuable Upon Conversion												63,239,670
IPO [Member]
Issuance of common stock, shares				20,930,000
Common stock, option Exercised				2,730,000
Proceeds from issuance initial public offering				$ 327,500
Common Stock Issuable Upon Conversion				84,722,420
Series A Preferred Stock [Member]
Preferred Stock Shares Issued													6,237,500
Common Stock Issuable Upon Conversion												56,187,500
Series C preferred stock [Member]
Preferred Stock Shares Issued											4,296,550
Preferred stock, shares authorized											4,296,550
Treasury Stock [Member]
Common stock, shares issued							1,626,840			22,600,000	22,600,000
Common shares Repurchased		1,158,089	468,751
Adimab Assignment Agreement
Common stock, shares issued														21,250,000
Common stock, par value														$ 0.00002
Preferred Stock Shares Issued													5,000,000
Number of common stock repurchased, retired and redesignated						21,250,000
Number of Common Stock Repurchased, Not Retired												21,250,000
Repurchased common stock, per share						$ 0.004
Common stock, fair value						$ 85,000
Adimab Assignment Agreement \| Series A Preferred Stock [Member]
Preferred Stock Shares Issued						5,000,000							5,000,000
2020 Equity Incentive Plan
Convertible preferred stock shares reserved for future issuance												80,466,735
Maximum [Member]
Common stock, shares authorized				1,000,000,000							23,251,555
Maximum [Member] \| IPO [Member]
Common stock, shares authorized								1,000,000,000
Maximum [Member] \| Convertible Preferred Stock [Member]
Preferred stock, shares authorized											16,944,484
Minimum [Member]
Common stock, shares authorized				150,000,000							19,000,000
Minimum [Member] \| IPO [Member]
Common stock, shares authorized								150,000,000
Minimum [Member] \| Convertible Preferred Stock [Member]
Preferred stock, shares authorized											12,647,934

Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands	1 Months Ended			3 Months Ended	7 Months Ended		12 Months Ended
	Feb. 28, 2022 USD ($) shares	Nov. 30, 2021 USD ($) shares	Jul. 31, 2021 shares	Mar. 31, 2022 USD ($) shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2021 USD ($) Installment $ / shares shares	Jan. 01, 2022 shares	Jul. 30, 2021 shares	May 31, 2021 shares	Apr. 30, 2021 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares of common stock authorized for issuance							2,685,546
Fair value of common stock \| $ / shares					$ 0.21		$ 7.56
Unrecognized stock based compensation expense \| $							$ 105,900
Common stock, option Exercised							0
Repurchase of unvested restricted common stock (in shares)		468,751
Common stock, shares issued					28,193,240	28,193,240	111,251,660		150,000,000
Total unrecognized stock-based compensation cost \| $							$ 105,900
Unrecognized stock based compensation expense, Weighted average recognition period							3 years 3 months 18 days
Stock based compensation expense \| $					$ 155		$ 17,764
Subsequent Event [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Repurchase of unvested restricted common stock (in shares)	1,158,089
Subsequent Event [Member] \| Chief Executive Officer [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense \| $				$ 4,600
Treasury Stock [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Repurchase of unvested restricted common stock (in shares)						(1,350,000)	(468,751)
Common stock, shares issued				1,626,840						22,600,000	22,600,000
Shares repurchased						21,250,000
Treasury Stock [Member] \| Subsequent Event [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, shares issued				1,626,840
Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Liability for unvested shares \| $		$ 100			100	$ 100	$ 100
Intrinsic value of options \| $					$ 100	$ 100
Maximum [Member] \| Subsequent Event [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Liability for unvested shares \| $	$ 100
2021 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares of common stock authorized for issuance			35,075,122				35,543,873
Shares available for future issuance							16,672,281
Issuance of common stock, shares			11,413,572
Percentage of number of shares of common stock outstanding			5.00%
2021 Equity Incentive Plan \| Subsequent Event [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares of common stock authorized for issuance								5,539,145
2021 Equity Incentive Plan \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares available for future issuance			23,661,550
2020 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares of common stock authorized for issuance					22,820,305	22,820,305	0
Shares available for future issuance					14,258,995	14,258,995	0
Grant exercise price, percentage of estimated fair value of common stock on date of grant (not less than)							110.00%
Combined voting power on all classes of stock threshold							10.00%
Percentage of options vesting							25.00%
Number of quarterly installments for vesting \| Installment							36
Share-based payment award, expiration period							10 years
Award vesting period							4 years
Number of quarterly installments for vesting succeeding period							3 years
2021 Employee Stock Purchase Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares of common stock authorized for issuance			1,342,773
Percentage of number of shares of common stock outstanding			1.00%
Number of shares of common stock issued							0

Stock-Based Compensation - Schedule of Weighted Average Fair Values and Valuation Assumptions (Details) - $ / shares	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair value of common stock	$ 0.21	$ 7.56
Stock Options [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	6 years 1 month 6 days	6 years
Expected volatility	72.30%	73.30%
Risk-free interest rate	0.40%	1.00%
Expected dividend yield	0.00%	0.00%

Stock-Based Compensation - Summary of Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement [Abstract]
Beginning Balance	2,968,070
Granted	16,249,689
Exercised	0
Forfeited	(346,167)
Ending Balance	18,871,592	2,968,070
Vested and expected to vest	18,871,592
Options exercisable	1,613,518
Beginning Balance	$ 0.78
Granted	11.76
Forfeited	5.13
Ending Balance	10.15	$ 0.78
Vested and expected to vest	10.15
Options exercisable	$ 2.74
Weighted Average Remaining Contractual Term	9 years 3 months 18 days	9 years 9 months 18 days
Weighted Average Remaining Contractual Term, Vested and Expected to vest	9 years 3 months 18 days
Weighted Average Remaining Contractual Term, Exercisable	8 years 7 months 6 days
Aggregate Intrinsic Value, Outstanding	$ 11,362
Aggregate Intrinsic Value, Outstanding	24,897	$ 11,362
Aggregate Intrinsic Value, Vested and Expected to vest	24,897
Aggregate Intrinsic Value, Exercisable	$ 7,809

Stock-Based Compensation - Schedule of Unvested Common Stock From Option Early Exercises (Details)	12 Months Ended
	Dec. 31, 2021 shares
Share-based Payment Arrangement [Abstract]
Beginning Balance	5,593,240
Issued	0
Vested	2,042,314
Repurchased	(468,751)
Ending Balance	3,082,175

Stock-Based Compensation - Summary of Share Based Compensation Expense Recognized (Details) - USD ($) $ in Thousands	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock based compensation expense	$ 155	$ 17,764
Research and Development [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock based compensation expense	125	6,591
Selling, General and Administrative [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock based compensation expense	$ 30	$ 11,173

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Income tax expense (benefit)	$ 0	$ 0
Valuation allowance	5,700	57,300
Unrecognized tax benefits accrued for interest and penalties	0	0
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 24,400	$ 221,900
Percentage deduction of annual taxable income.		80.00%
Domestic Tax Authority \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryforward		$ 3,300
Tax credit carryforward expiration term		2041
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards		$ 81,900
State and Local Jurisdiction \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryforward		$ 1,300
Tax credit carryforward expiration term		2036
Indefinite Period \| State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards		$ 3,400
Tax Year2040 \| State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards		$ 78,500
Operating loss carryforwards expiration		2041

Income Taxes - Schedule of Effective Income Tax Rate (Details)	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Federal statutory income tax rate	(21.00%)	(21.00%)
State income taxes, net of federal benefit	(0.40%)	(2.90%)
Federal research and development tax credits	(0.20%)	(1.40%)
Non-deductible expense	12.90%	0.00%
Change in deferred tax asset valuation allowance	8.70%	25.30%
Effective income tax rate	0.00%	0.00%

Income Taxes - Summary of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss carryforwards	$ 51,635	$ 5,340
Research and development tax credits carryforwards	4,350	138
Stock-based compensation expense	4,116	31
Intangibles	1,707	0
Other	1,160	173
Total deferred tax assets	62,968	5,682
Deferred tax liabilities:
Valuation allowance	(62,968)	(5,682)
Net deferred tax assets	$ 0	$ 0

Defined Contribution Plan - Additional Information (Details) - 401(k) Plan [Member] - USD ($) $ in Millions	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Defined Contribution Plan Disclosure [Line Items]
Percentage of eligible participants of non-elective contributions		3.00%
Defined contribution amount		$ 0.6
Maximum [Member]
Defined Contribution Plan Disclosure [Line Items]
Defined contribution amount	$ 0.1

Net Loss per Share - Schedule of Earning Per Share, Basic and Diluted (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

7 Months Ended

12 Months Ended

Dec. 31, 2021

Sep. 30, 2021

Jun. 30, 2021

^[1]

Mar. 31, 2021

^[2]

Dec. 31, 2020

Dec. 31, 2021

Sep. 30, 2021

Jun. 30, 2021

^[1]

Mar. 31, 2021

^[2]

Numerator:

Weighted-average common shares outstanding, basic and diluted

$ (83,042)

$ (60,375)

$ (44,673)

$ (38,700)

$ (65,319)

$ (226,790)

$ (143,748)

$ (83,373)

$ (38,700)

Denominator:

3,608,491

42,621,265

Net loss per share attributable to common stockholders, basic and diluted

$ (18.10)

$ (5.32)

[1]

[2]

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

Selected Quarterly Financial Information [Abstract]

Net Loss per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	71,800,980	21,953,767
Convertible Preferred Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	63,239,670	0
Share-based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,968,070	18,871,592
Unvested Restricted Common Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	5,593,240	3,082,175

Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Adimab Assignment Agreement
Related Party Transaction [Line Items]
Due to Related Parties	$ 0.6	$ 0.6
Due from Related Parties	0.0	0.0
Adimab Assignment Agreement \| In Process Research And Development Expense [Member]
Related Party Transaction [Line Items]
Expenses from Transactions with Related Party	39.9	7.5
Adimab Assignment Agreement \| Research and Development Expense [Member]
Related Party Transaction [Line Items]
Expenses from Transactions with Related Party	$ 0.6	$ 1.3
Adimab Assignment Agreement \| Series B Preferred Stock [Member]
Related Party Transaction [Line Items]
Number of shares issued		44,076
Purchase price of shares		$ 2.5
Adimab Assignment Agreement \| Series C preferred stock [Member]
Related Party Transaction [Line Items]
Number of shares issued		128,064
Purchase price of shares		$ 10.0
Adimab Collaboration Agreement [Member] \| Service [Member]
Related Party Transaction [Line Items]
Expenses from Transactions with Related Party		0.3
Adimab Collaboration Agreement [Member] \| Research and Development Expense [Member]
Related Party Transaction [Line Items]
Expenses from Transactions with Related Party		2.9
Adimab Collaboration Agreement [Member] \| Quarterly Fee [Member]
Related Party Transaction [Line Items]
Expenses from Transactions with Related Party		$ 2.6

Selected Quarterly Financial Data (unaudited) - Schedule of Quarterly Financial Information (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

6 Months Ended

7 Months Ended

12 Months Ended

Dec. 31, 2021

Sep. 30, 2021

Jun. 30, 2021

^[1]

Mar. 31, 2021

Jun. 30, 2021

Dec. 31, 2020

Dec. 31, 2021

Sep. 30, 2021

Jun. 30, 2021

^[1]

Mar. 31, 2021

Net loss per share attributable to common stockholders, basic and diluted

$ (83,042)

$ (60,375)

$ (44,673)

$ (38,700)

^[2]

$ (65,319)

$ (226,790)

$ (143,748)

$ (83,373)

$ (38,700)

^[2]

$ (0.77)

$ (0.98)

$ (178.86)

$ (663.94)

$ (18.10)

$ (5.32)

$ (7.06)

$ (663.94)

Weighted-average common shares outstanding, basic and diluted

107,551,097

61,297,086

249,769

3,608,491

42,621,265

20,346,771

125,574

[1]

[2]

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