UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________________ to ___________________
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
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( State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 1, 2021, the registrant had
Table of Contents
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Page |
PART I. |
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Item 1. |
1 |
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1 |
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2 |
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Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity |
3 |
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4 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
5 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
19 |
Item 3. |
32 |
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Item 4. |
32 |
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PART II. |
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Item 1. |
33 |
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Item 1A. |
33 |
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Item 2. |
80 |
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Item 3. |
80 |
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Item 4. |
80 |
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Item 5. |
80 |
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Item 6. |
81 |
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82 |
i
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
TALARIS THERAPEUTICS, INC.
BALANCE SHEETS
(in thousands, except share and per share amounts)
(unaudited)
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September 30, 2021 |
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December 31, 2020 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Marketable securities |
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Prepaid and other current assets |
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Total current assets |
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Property and equipment, net |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders’ Equity (Deficit) |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses |
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Total current liabilities |
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Share repurchase liability |
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Contingent stock liability |
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— |
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Total liabilities |
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Commitments and contingencies (Note 8) |
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Convertible preferred stock |
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Series A convertible preferred stock, $ and outstanding as of September 30, 2021 and outstanding (liquidation preference of $ |
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— |
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Series A-1 convertible preferred stock, $ and outstanding as of September 30, 2021 and outstanding (liquidation preference of $ |
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— |
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Series B convertible preferred stock, $ and outstanding as of September 30, 2021 and and outstanding (liquidation preference of $ |
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— |
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Total convertible preferred stock |
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— |
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Stockholders’ deficit |
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Common stock, $ and authorized and and as of December 31, 2020 |
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Additional paid-in-capital |
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Accumulated deficit |
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( |
) |
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( |
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Accumulated other comprehensive income (loss) |
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( |
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Total stockholders’ equity (deficit) |
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( |
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Total liabilities, convertible preferred stock and stockholders’ equity (deficit) |
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$ |
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$ |
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The accompanying notes are an integral part of these financial statements.
1
TALARIS THERAPEUTICS, INC.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except share and per share amounts)
(unaudited)
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Three months ended September 30, |
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Nine months ended September 30, |
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2021 |
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2020 |
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2021 |
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2020 |
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Operating expenses |
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Research and development |
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$ |
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$ |
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$ |
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$ |
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General and administrative |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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( |
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( |
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Interest and other income (expense), net |
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( |
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( |
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( |
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Net loss |
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$ |
( |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Unrealized (loss) gain on marketable securities |
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( |
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( |
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Total other comprehensive loss |
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( |
) |
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( |
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( |
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( |
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Total comprehensive loss |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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Net loss attributable to common stockholders |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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Net loss per common share, basic and diluted |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Weighted average number of common shares outstanding used in computation of net loss per common share, basic and diluted |
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The accompanying notes are an integral part of these financial statements.
2
TALARIS THERAPEUTICS, INC.
STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
(in thousands, except share amounts)
(unaudited)
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Series A Convertible Preferred Stock |
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Series A-1 Convertible Preferred Stock |
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Series B Convertible Preferred Stock |
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Common Stock |
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Additional |
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Accumulated Other |
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Total |
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Outstanding Shares |
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Amount |
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Outstanding Shares |
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Amount |
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Outstanding Shares |
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Amount |
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Outstanding Shares |
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Amount |
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Paid-in Capital |
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Accumulated Deficit |
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Comprehensive Income (Loss) |
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Stockholders’ Equity (Deficit) |
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Balance at December 31, 2019 |
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$ |
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$ |
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— |
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$ |
— |
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$ |
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$ |
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$ |
( |
) |
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$ |
— |
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$ |
( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Unrealized loss on marketable securities |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance at March 31, 2020 |
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$ |
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$ |
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— |
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$ |
— |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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Issuance of common stock upon exercise of stock options |
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— |
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$ |
— |
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— |
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$ |
— |
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— |
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$ |
— |
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$ |
— |
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$ |
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$ |
— |
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$ |
— |
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$ |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Unrealized loss on marketable securities |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance at June 30, 2020 |
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$ |
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$ |
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— |
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$ |
— |
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$ |
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$ |
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$ |
( |
) |
|
$ |
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$ |
( |
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Issuance of common stock upon exercise of stock options |
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— |
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$ |
— |
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— |
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$ |
— |
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— |
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$ |
— |
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$ |
— |
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$ |
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$ |
— |
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$ |
— |
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$ |
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Issuance of Preferred Stock A-1 upon exercise of stock options, net of issuance costs of $ |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
|
Issuance of Preferred Stock B upon exercise of stock options, net of issuance costs of $ |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
|
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— |
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( |
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Unrealized loss on marketable securities |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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|
— |
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|
( |
) |
|
|
( |
) |
Balance at September 30, 2020 |
|
|
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$ |
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$ |
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$ |
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$ |
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|
$ |
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|
$ |
( |
) |
|
$ |
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$ |
( |
) |
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Balance at December 31, 2020 |
|
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$ |
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$ |
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$ |
|
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|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Issuance of common stock upon exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
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— |
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— |
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|
— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Unrealized loss on marketable securities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
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— |
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|
— |
|
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— |
|
|
|
— |
|
|
|
— |
|
|
|
|
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|
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Balance at March 31, 2021 |
|
|
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|
$ |
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$ |
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$ |
|
|
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|
$ |
|
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|
$ |
|
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|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
Issuance of common stock, net of underwriting discounts and issuance costs of $ |
|
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— |
|
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— |
|
|
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— |
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— |
|
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— |
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— |
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$ |
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|
$ |
|
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|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
Conversion of convertible preferred stock to common stock |
|
|
( |
) |
|
|
( |
) |
|
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( |
) |
|
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( |
) |
|
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( |
) |
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( |
) |
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