0000950170-21-004744 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2021	Nov. 15, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Registrant Name	Ventyx Biosciences, Inc.
Entity Central Index Key	0001851194
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity File Number	001-40298
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-2996852
Entity Address, Address Line One	662 Encinitas Blvd
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Encinitas
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92024
City Area Code	760
Local Phone Number	593-4832
Document Quarterly Report	true
Document Transition Report	false
Entity Common Stock, Shares Outstanding		50,296,506
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	VTYX
Security Exchange Name	NASDAQ

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 68,986,000	$ 244,000
Marketable securities	72,966,000	0
Prepaid expenses and other assets (includes related party amounts of $48 and $0, respectively)	3,707,000	1,000
Total current assets:	145,659,000	245,000
Property and equipment, net	219,000	0
Other long-term assets	2,831,000
Total assets	148,709,000	245,000
Current liabilities
Accounts payable (includes related party amounts of $0 and $238, respectively)	4,263,000	1,102,000
Accrued expenses (includes related party amounts of $237 and $17, respectively)	7,546,000	301,000
Total current liabilities	11,809,000	1,403,000
Change of control derivative liability - related party		16,849,000
Convertible promissory notes - related party		2,920,000
Convertible SAFE notes at fair value - related party		9,727,000
Total liabilities	11,809,000	30,899,000
Commitments and contingencies (Note 7)
Stockholders' deficit:
Additional paid-in capital	12,393,000	1,847,000
Accumulated other comprehensive loss	17,000
Accumulated deficit	(100,031,000)	(32,501,000)
Total stockholders' deficit	(87,621,000)	(30,654,000)
Total liabilities, convertible preferred stock and stockholders' deficit	148,709,000	$ 245,000
Series A Convertible Preferred Stock
Convertible preferred shares:
Convertible preferred shares, value	116,275,000
Series A-1 Convertible Preferred Stock
Convertible preferred shares:
Convertible preferred shares, value	57,437,000
Series B Convertible Preferred Stock
Convertible preferred shares:
Convertible preferred shares, value	$ 50,809,000

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Prepaid expense and other assets, related party	$ 48	$ 0
Accounts payable, related party	0	238
Accrued expenses, related party	$ 237	$ 17
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	436,248,586	47,603,832
Common stock, shares issued	4,198,682	2,187,187
Common stock, shares outstanding	4,058,222	2,059,157
Series A Convertible Preferred Stock
Convertible preferred stock, par value	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	119,879,441	0
Convertible preferred stock, shares issued	12,533,905	0
Convertible preferred stock, shares outstanding	12,533,905	0
Convertible preferred stock, liquidation preference	$ 114,300
Series A-1 Convertible Preferred Stock
Convertible preferred stock, par value	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	179,490,370	0
Convertible preferred stock, shares issued	18,766,496	0
Convertible preferred stock, shares outstanding	18,766,496	0
Series B Convertible Preferred Stock
Convertible preferred stock, par value	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	38,537,683	0
Convertible preferred stock, shares issued	4,029,275	0
Convertible preferred stock, shares outstanding	4,029,275	0

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Operating expenses:
Research and development (includes related party amounts of $287, $179, $839 and $653, respectively)	$ 10,545	$ 1,990	$ 44,657	$ 5,059
General and administrative (includes related party amounts of $0, $107, $116 and $328, respectively)	2,242	245	4,664	551
Total operating expenses	12,787	2,235	49,321	5,610
Loss from operations	(12,787)	(2,235)	(49,321)	(5,610)
Other (income) expense:
Other (income) expense	(13)	1	31	1
Interest expense - related party		94	99	205
Change in fair value of notes and derivative - related party		4,825	11,051	5,656
Change in fair value of Series A tranche liability			5,476
Total other (income) expense	(13)	4,920	16,657	5,862
Net loss	(12,774)	(7,155)	(65,978)	(11,472)
Deemed dividend			(1,552)
Net loss attributable to common shareholders	(12,774)	(7,155)	(67,530)	(11,472)
Net loss	(12,774)	(7,155)	(65,978)	(11,472)
Unrealized gain (loss) on investment securities	6		6
Foreign currency translation	23		11
Comprehensive loss	$ (12,745)	$ (7,155)	$ (65,961)	$ (11,472)
Net loss per share attributable to common shareholders, basic and diluted	$ (3.17)	$ (3.58)	$ (19.81)	$ (5.82)
Shares used to compute basic and diluted net loss per share attributable to common shareholders	4,026,083	1,998,548	3,409,036	1,971,081

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
Research and development expenses related party	$ 287	$ 179	$ 839	$ 653
General and administrative expenses with related party	$ 0	$ 107	$ 116	$ 328

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands	Total	Series A Convertible Preferred Stock	Series A-1 Convertible Preferred Stock	Series B Convertible Preferred Stock	Common Stock	Additional Paid-in Capital	Other Comprehensive Loss	Accumulated Deficit
Balance at Dec. 31, 2019	$ (4,128)					$ 199		$ (4,327)
Balance, shares at Dec. 31, 2019					1,926,491
Modification of debt instruments with related party	1,601					1,601
Vesting of restricted common stock, shares					82,866
Stock-based compensation expense	31					31
Net loss	(11,472)							(11,472)
Balance at Sep. 30, 2020	(13,968)					1,831		(15,799)
Balance, shares at Sep. 30, 2020					2,009,357
Balance at Jun. 30, 2020	(8,428)					216		(8,644)
Balance, shares at Jun. 30, 2020					1,981,735
Modification of debt instruments with related party	1,601					1,601
Vesting of restricted common stock, shares					27,622
Stock-based compensation expense	14					14
Net loss	(7,155)							(7,155)
Balance at Sep. 30, 2020	(13,968)					1,831		(15,799)
Balance, shares at Sep. 30, 2020					2,009,357
Temporary equity, Balance, shares at Dec. 31, 2020		0	0	0
Balance at Dec. 31, 2020	(30,654)					1,847		(32,501)
Balance, shares at Dec. 31, 2020					2,059,157
Temporary equity, Issuance of preferrred stock upon modification and conversion of notes			$ 38,911
Temporary equity, Issuance of preferrred stock upon modification and conversion of notes, shares			12,713,585
Issuance of preferrred stock upon modification and conversion of notes	1,735					1,735
Temporary equity, Acquisition of Oppilan and Zomagen			$ 18,526
Temporary equity, Acquisition of Oppilan and Zomagen, shares			6,052,911
Acquisition of Oppilan and Zomagen	2,820					2,820
Acquisition of Oppilan and Zomagen, shares					818,798
Temporary equity, Issuance of preferred stock and common stock, net of legal fees		$ 112,303		$ 50,809
Temporary equity, Issuance of preferred stock and common stock, net of legal fees, shares		12,533,905		4,029,275
Issuance of preferred stock and common stock, net of legal fees						1,552		(1,552)
Issuance of preferred stock and common stock, net of legal fees, shares					507,133
Temporary equity, Conversion of tranche liability to Series A preferred stock and common stock		$ 3,972
Conversion of tranche liability to Series A preferred stock and common stock	3,058					3,058
Conversion of tranche liability to Series A preferred stock and common stock, shares					507,133
Vesting of restricted common stock, shares					73,793
Issuance of common stock upon exercise of stock options	$ 44					44
Issuance of common stock upon exercise of stock options, shares	92,208				92,208
Stock-based compensation expense	$ 1,337					1,337
Unrealized gain (loss) on marketable securities	6						$ 6
Foreign currency translation	11						11
Net loss	(65,978)							(65,978)
Temporary equity, Balance at Sep. 30, 2021		$ 116,275	$ 57,437	$ 50,809
Temporary equity, Balance, shares at Sep. 30, 2021		12,533,905	18,766,496	4,029,275
Balance at Sep. 30, 2021	(87,621)					12,393	17	(100,031)
Balance, shares at Sep. 30, 2021					4,058,222
Temporary equity, Balance at Jun. 30, 2021		$ 116,279	$ 57,437
Temporary equity, Balance, shares at Jun. 30, 2021		12,533,905	18,766,496
Balance at Jun. 30, 2021	(75,864)					11,405	(12)	(87,257)
Balance, shares at Jun. 30, 2021					3,955,973
Additional legal fees incurred associated with the issuance of preferred stock		$ (4)
Temporary equity, Issuance of preferred stock and common stock, net of legal fees				$ 50,809
Temporary equity, Issuance of preferred stock and common stock, net of legal fees, shares				4,029,275
Vesting of restricted common stock, shares					22,581
Issuance of common stock upon exercise of stock options	19					19
Issuance of common stock upon exercise of stock options, shares					79,668
Stock-based compensation expense	969					969
Unrealized gain (loss) on marketable securities	6						6
Foreign currency translation	23						23
Net loss	(12,774)							(12,774)
Temporary equity, Balance at Sep. 30, 2021		$ 116,275	$ 57,437	$ 50,809
Temporary equity, Balance, shares at Sep. 30, 2021		12,533,905	18,766,496	4,029,275
Balance at Sep. 30, 2021	$ (87,621)					$ 12,393	$ 17	$ (100,031)
Balance, shares at Sep. 30, 2021					4,058,222

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities
Net loss		$ (65,978)	$ (11,472)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		14
Stock-based compensation		1,337	31
Effect of exchange rates on cash		11
Non-cash interest - related party	$ 94	99	205
Change in fair value of notes and derivative - related party	4,825	11,051	5,656
Change in fair value of Series A tranche liability		5,476
Acquired in-process research and development		21,781
Changes in operating assets and liabilities
Prepaid expenses and other assets (includes related party amounts of ($30) and $1, respectively)		(3,647)	37
Accounts payable (includes related party amounts of ($238 and $259, respectively)		2,049	932
Accrued expenses (includes related party amounts of $10 and $74, respectively)		3,855	304
Net cash used in operating activities		(23,952)	(4,307)
Cash flows from investing activities
Acquisition of Oppilan and Zomagen, net of cash		1,899
Investments in marketable securities, available-for-sale		(72,960)
Purchases of property and equipment		(214)
Net cash provided by investing activities		(71,275)
Cash flows from financing activities
Proceeds from issuance of Series A and Series B convertible preferred stock, net of offering costs		164,221
Deferred offering costs		(746)
Proceeds from exercise of stock options		44
Proceeds from issuance of SAFE notes, net		450	4,050
Net cash provided by financing activities		163,969	4,050
Increase (decrease) in cash and cash equivalents		68,742	(257)
Cash and cash equivalents, beginning of period		244	309
Cash and cash equivalents, end of period	$ 52	68,986	52
Supplemental disclosure for non-cash activities
Amendment to convertible promissory notes - related party			2,706
Conversion of promissory and SAFE notes - related party		38,911
Stock issued for the acquisition of Oppilan and Zomagen		21,345
Unpaid deferred offering costs		2,000
Unrealized gain (loss) on investment securities		6
Taxes paid		$ 2	$ 1

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Statement Of Cash Flows [Abstract]
Prepaid expense and other assets, related party amounts	$ (30)	$ 1
Accounts payable, related party amounts	238	259
Accrued expenses, related party amounts	$ 10	$ 74

Organization and Business

9 Months Ended

Sep. 30, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization and Business

1. Organization and Business

Ventyx Biosciences, Inc. (“Ventyx” or “the Company”) is a pre-clinical and clinical-stage pharmaceutical company focused on immunology across diverse therapeutic areas, incorporated in the State of Delaware in November 2018, with its principal operations in California. The Company leverages its drug discovery and development expertise to develop novel and differentiated therapeutics that target both the innate and adaptive immune system.

Initial Public Offering

The Company’s registration statement on Form S-1 (“IPO Registration Statement”) related to its initial public offering (“IPO”) was declared effective on October 20, 2021, and the Company’s common stock began trading on the Nasdaq Global Select Market (“Nasdaq”) on October 21, 2021. Through its initial public offering, the Company sold an aggregate of 10,893,554 shares of its common stock, including 1,420,898 shares sold pursuant to the underwriters' over-allotment option, at a public offering price of $16.00 per share. The Company received net proceeds of approximately $158.8 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company, from sales of its shares in the IPO.

In connection with the closing of the initial public offering, all 12.5 million outstanding shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”), 18.8 million outstanding shares of Series A-1 Convertible Preferred Stock (“Series A-1 Preferred Stock”), and 4.0 million shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) converted into an aggregate of 35.3 million shares of common stock.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The presentation of the Company’s condensed consolidated financial statements for the three and nine months ended September 30, 2020 and the condensed consolidated balance sheet as of December 31, 2020 reflect the financial results of Ventyx Biosciences, Inc. as a standalone business. The presentation of the Company’s condensed consolidated financial statements as of and for the three and nine months ended September 30, 2021 reflect the financial results of Ventyx Biosciences, Inc. and its two acquired wholly owned subsidiaries, Oppilan Pharma, Ltd. ("Oppilan") and Zomagen Biosciences, Ltd. ("Zomagen"), on a consolidated basis, as of the acquisition date of February 26, 2021 (Note 5). All intercompany transactions and balances have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial information. The condensed consolidated balance sheet data as of December 31, 2020 was derived from the Company’s audited financial statements. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020 and the notes thereto included in the Company’s prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with the SEC on October 20, 2021 (the “Prospectus”).

The unaudited financial information for the interim periods presented herein reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial condition and results of operation for the periods presented, with such adjustments consisting only of normal recurring adjustments. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results expected for the full year ending December 31, 2021 or any future period.

February 2021 Forward Stock Split and October 2021 Reverse Stock Split

On February 26, 2021, the Company effected a 7.933972 for 1 forward stock split of its common stock. The par value and the authorized shares of the common stock were not adjusted as a result of the stock split. The accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements give retroactive effect to the stock split for all periods presented.

On October 11, 2021, the Company effected a 1 for 9.5644 reverse stock split of its capital stock. The par value and the authorized shares of the capital stock were not adjusted as a result of the reverse stock split. The accompanying condensed consolidated financial

statements and notes to the condensed consolidated financial statements give retroactive effect to the stock split for all periods presented.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates.

The Company is closely monitoring the impact of the COVID-19 pandemic on its business and has taken steps designed to protect the health and safety of its employees while continuing its operations. The full extent to which the COVID-19 pandemic will impact the Company’s business, results of operations, financial condition, clinical trials, and preclinical research will depend on future developments that are highly uncertain, including actions taken to contain or treat COVID-19 and their effectiveness, as well as the economic impact on national and international markets.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition date to be cash equivalents. Cash equivalents consist of money market accounts and commercial paper and are stated at fair value.

Investments in Marketable Securities, Available-for-Sale

In the third quarter of 2021, the Company began maintaining a portfolio of investments which include commercial paper and asset-backed securities (“ABS”). The Company classifies its investments in marketable securities as available-for-sale securities and, accordingly, the Company’s marketable securities are reported at fair value. Unrealized gains and losses are included in accumulated other comprehensive loss, net of tax. The cost of securities sold is determined on a specific identification basis, and realized gains and losses, if any, are included in other income (expense), net within the condensed consolidated statement of operations and comprehensive loss.

The Company regularly reviews its investment portfolio to determine if any security is other-than-temporarily impaired, which would require the Company to record an impairment charge in the period that any such determination is made. Calculating an impairment charge requires a high degree of judgment. In making this judgment, the Company evaluates, among other items, the time frame and extent to which the fair market value of a security is less than its amortized cost and the Company’s intent and ability to sell, or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis.

Comprehensive Loss

Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss is comprised of net loss, foreign currency translation adjustments and unrealized gains (losses) on marketable securities.

Acquisitions

The Company accounts for acquisitions of an asset or group of similar identifiable assets that do not meet the definition of a business as asset acquisition using the cost accumulation method, whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of their relative fair values. No goodwill is recognized in an asset acquisition. Intangible assets acquired in an asset acquisition for use in research and development activities which have no alternative future use are expensed as in-process research and development on the acquisition date. Intangible assets acquired for use in research and development activities which have an alternative future use are capitalized as in-process research and development. Future costs to develop these assets are recorded to research and development expense as they are incurred.

Convertible Preferred Stock

The Company has issued shares of Series A, Series A-1, and Series B Convertible Preferred Stock that are conditionally redeemable, as the redemption rights are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, and as such, are classified as temporary equity.

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

As an “emerging growth company,” the Company is allowed by the Jumpstart Our Business Startups Act to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use model and requires a lessee to recognize on the balance sheet a right-of-use asset and corresponding lease liability for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. 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 delays adoption of Topic 606 and Topic 842. Pursuant to the delayed adoption provided for under ASU 2020-05, the new leasing standard is effective for the Company’s annual periods beginning after December 15, 2021 with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial statements and related disclosures.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities. ASU 2016-13 is effective for the Company’s annual periods beginning after 2023, with early adoption permitted. The Company is currently evaluating the impact the adoption of this guidance will have on its 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 Entity’s Own Equity (“ASU 2020-06”), which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the ASU eliminated the need for the Company to assess whether a contract on the entity’s own equity (1) permits settlement in unregistered shares, (2) whether counterparty rights rank higher shareholder’s rights, and (3) whether collateral is required. In addition, this ASU requires incremental disclosure related to contracts on the entity’s own equity and clarifies the treatment of certain financial instruments accounted for under this ASU on earnings per share. This ASU may be applied on a full retrospective or modified retrospective basis. The amendments within this ASU are effective for the Company’s fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption of the ASU is permitted for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact that this standard may have on its financial statements and related disclosures.

Recently Issued Accounting Pronouncements Adopted

In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606) (“ASU 2018-18”), which clarifies the interaction between ASC Topic 808, Collaborative Arrangements, and ASC Topic 606, Revenue from Contracts with Customers. This guidance, among other items, clarifies that certain transactions between collaborative participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. ASU 2018-18 is effective for the Company’s fiscal years beginning after December 15, 2020. The Company adopted this standard in the first quarter of 2021. The Company has evaluated the effect that the updated standard had on its internal processes, financial statements and related disclosures, and has determined that the adoption did not have a material impact on the Company’s financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part of its initiative to reduce complexity in accounting standards. The amendments in this ASU are effective for the Company’s fiscal years beginning after December 15, 2020, including interim periods therein. The Company adopted this standard in the first quarter of 2021. The Company has evaluated the effect that the updated standard had on its internal processes, financial statements and related disclosures, and has determined that the adoption did not have a material impact on the Company’s financial statements.

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

3. Fair Value Measurements

Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The accounting guidance establishes a three-tier fair value hierarchy, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

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

Level 2: Inputs, other than the quoted prices included in Level 1 that are either directly or indirectly observable.

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

The carrying amounts of the Company’s current financial assets and current financial liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. Financial assets and liabilities measured at fair value on a recurring basis include cash equivalents, marketable securities, the change of control derivative liability and the fair value of the Convertible SAFE Notes. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented.

The following tables present information about the fair value measurements of the Company’s financial assets and liabilities which are measured at fair value on a recurring basis, and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands):


	September 30, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents
Money market fund	$	546	$	—	$	—	$	546
Commercial paper		—		11,499		—		11,499
Total cash equivalents		546		11,499		—		12,045
Marketable securities
Commercial paper		—		65,910		—		65,910
Asset backed securities		—		7,056				7,056
Total marketable securities		—		72,966		—		72,966
Total assets	$	546	$	84,465	$	—	$	85,011


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Liabilities:
Change of control derivative liability - related party	$	—	$	—	$	16,849	$	16,849
Convertible SAFEs - related party		—		—		9,727		9,727
Total liabilities	$	—	$	—	$	26,576	$	26,576

The Company did not hold any cash equivalents or marketable securities as of December 31, 2020.

In determining the fair value of its Level 2 investments, the Company relied on the most recent observable inputs for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable. These quoted prices were obtained by the Company with the assistance of a third-party pricing service based on available trade, bid and other observable market data for identical or similar securities. During the nine months ended September 30, 2021, there were no transfers between Level 1, Level 2 and Level 3.

As of September 30, 2021, the fair value of the Company’s available-for-sale marketable securities by type of security was as follows (in thousands):


	September 30, 2021
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gain		Loss		Value
Marketable securities:
Commercial paper	$	65,904	$	6	$	—	$	65,910
Asset backed securities		7,056		—		—		7,056
Total marketable securities	$	72,960	$	6	$	—	$	72,966

All of the Company’s marketable securities have maturity dates of less than one year.

The Company’s Convertible Promissory Notes contained a change in control feature which was determined to meet the definition of a derivative (“Change of Control Derivative Liability – Related Party”). Each reporting period, the Company remeasured the Change of Control Derivative Liability – Related Party to its estimated fair value. To determine the estimated fair value of the Change of Control Derivative Liability – Related Party, the Company used a combination of probability analysis and Monte Carlo simulation methodology. Probabilities were used to establish a distribution of time to a financing or change of control and the Monte Carlo simulation was used to forecast future equity values at the time of either event, which then were used to estimate the future values of the Convertible Promissory Notes upon conversion or payout upon either event. The key inputs to the Monte Carlo simulation included inputs including the common stock price, volatility of common stock, the risk-free interest rate and the probability of conversion into common shares at the conversion rate in the event of a change in control or major transaction (e.g., liquidity). Fair value measurements are highly sensitive to changes in these inputs and significant changes could have resulted in a significantly higher or lower fair value and resulting expense or gain.

During 2020, the Company also entered into various SAFEs (Note 6). These Convertible SAFE Notes were accounted for as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity, and were stated at fair value based on Level 3 inputs. The fair value of the Convertible SAFE Notes was based on a combination of probability analysis and Monte Carlo simulation methodology. Probabilities were used to establish a distribution of time to a financing or change of control and the Monte Carlo simulation was used to forecast future equity values at the time of either event, which then were used to estimate the future values of the Convertible SAFE Notes upon conversion or payout upon either event. The key inputs to the Monte Carlo simulation included inputs including the common stock price, volatility of common stock, the risk-free interest rate and the probability of conversion into common shares at the conversion rate in the event of a change in control or major transaction (e.g., liquidity). The Convertible SAFE Notes were initially recorded at an amount equal to the value of consideration received.

On February 26, 2021, the Company received $57.3 million in cash in connection with a Series A preferred stock financing. The Series A preferred stock financing agreement included a mutually agreed upon right for the same investors to purchase an additional $57.0 million in Series A convertible preferred stock and a related 507,133 shares of common stock in connection with a second closing of the same Series A preferred stock financing. The tranche right associated with the second closing of the Series A preferred stock financing was accounted for as a liability (“Tranche Liability”). On June 10, 2021, the Series A preferred stock financing investors exercised their right, and the Company received an additional $57.0 million in proceeds in the second closing of the Series A preferred stock financing (Note 8).

The following table summarizes the activity of this Level 3 liability (in thousands):


	Change of Control
	Derivative			Convertible SAFE
	Liability - Related			Notes - Related			Series A
	Party			Party			Tranche Liability
Balance at December 31, 2020	$	16,849		$	9,727		$	—
Issuance of Series A tranche liability		—			—			1,552
Change in fair value		6,883			4,168			5,476
Conversion of debt instruments to Series A-1 preferred stock		(23,732	)		(13,895	)		—
Conversion of Series A tranche liability to Series A preferred stock and common stock		—			—			(7,028	)
Balance at September 30, 2021	$	—		$	—		$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Consolidated Balance Sheet Details

9 Months Ended

Sep. 30, 2021

Consolidated Balance Sheet [Abstract]

Consolidated Balance Sheet Details

4. Consolidated Balance Sheet Details

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


	September 30,		December 31,
	2021		2020
Prepaid research and development costs	$	2,660	$	1
Other assets		782		—
Prepaid other		217		—
Prepaid related party expenses		48		—
Total prepaid expenses and other assets	$	3,707	$	1

Other long-term assets consisted of the following (in thousands):


	September 30,		December 31,
	2021		2020
Deferred offering costs	$	2,768	$	—
Security deposits		63		—
Total other long-term assets	$	2,831	$	—

Accrued expenses consisted of the following (in thousands):


	September 30,		December 31,
	2021		2020
Accrued research and development costs	$	4,266	$	234
Other accrued liabilities		3,043		50
Accrued related party liabilities		237		17
Total accrued expenses	$	7,546	$	301

The Company had no capitalized property and equipment as of December 31, 2020. Property and equipment, net as of September 30, 2021 consisted of the following (in thousands):


	September 30,
	2021
Laboratory equipment	$	145
Furniture and fixtures		58
Computer hardware and software		28
Property and equipment, gross		231
Less: accumulated depreciation		(12	)
Property and equipment, net	$	219

Depreciation expense for the three and nine months ended September 30, 2021 was an immaterial amount.

Acquisitions

9 Months Ended

Sep. 30, 2021

Business Combinations [Abstract]

Acquisitions

5. Acquisitions

In February 2021, in connection with the Series A Preferred Stock financing (Note 8), the Company acquired all of the outstanding equity and convertible debt interests of Oppilan and Zomagen. Certain investors of Oppilan and Zomagen are also investors of the Company and are considered related parties. Details of the acquisitions are as follows:



Pursuant to the terms of the Share Purchase Agreement (“the Oppilan Purchase Agreement”), upon closing, the Company issued to the shareholders of Oppilan 360,854 shares of Ventyx common stock valued at $3.06 per share, 4,049,143 shares of Series A-1 convertible preferred stock valued at $3.06 per share and options to purchase 75,955 shares of Ventyx common stock valued at a weighted average fair value of $2.96 per share in exchange for all of the outstanding equity interests of Oppilan. Oppilan’s lead candidate, VTX002, a modulator of the S1P receptor that has a unique pharmacokinetic and pharmacodynamic profile and has completed Phase 1 clinical testing.



Pursuant to the terms of the Share Purchase Agreement (“the Zomagen Purchase Agreement”), upon closing, the Company issued to the shareholders of Zomagen 457,944 shares of Ventyx common stock valued at $3.06 per share, 2,003,768 shares

of Series A-1 convertible preferred stock valued at $3.06 per share and options to purchase 30,483 shares of Ventyx common stock valued at a weighted average fair value of $2.96 per share in exchange for all of the outstanding equity interests of Zomagen. Zomagen’s lead candidate, VTX2735, is a NLRP3 inhibitor currently in a Phase 1 trial.

Oppilan and Zomagen do not have an organized workforce that significantly contributes to their ability to create output. Additionally, substantially all of the fair value of the gross assets acquired were in-process research and development (“IPR&D”) intangible assets. The Company concluded that the acquisitions of Oppilan and Zomagen did not meet the definition of a business combination pursuant to the FASB Accounting Standards Codification (“ASC”) 805, Business Combinations.

The fair value of the consideration provided in the acquisitions was $14.1 million and $7.8 million for Oppilan and Zomagen, respectively. The excess of the cost of acquisition over net assets acquired was $12.9 million and $8.9 million for Oppilan and Zomagen, respectively. Management determined that there is no alternative future use of the IPR&D assets acquired and, accordingly, the excess of the cost of acquisition over net assets acquired was expensed as IPR&D at the acquisition date.

The net assets (liabilities) acquired were as follows (in thousands):


	Oppilan			Zomagen			Total
Cash and cash equivalents	$	1,748		$	151		$	1,899
Prepaid expenses and other assets		587			12			599
Property and equipment, net		10			6			16
Other long-term assets		—			7			7
Accounts payable		(453	)		(349	)		(802	)
Accrued expenses		(722	)		(854	)		(1,576	)
Net assets (liabilities) acquired	$	1,170		$	(1,027	)	$	143

The determination of the purchase price and related charge to IPR&D is as follows (in thousands):


	Oppilan		Zomagen			Total
Net assets (liabilities) acquired	$	1,170	$	(1,027	)	$	143
Fair value of shares issued		13,498		7,534			21,032
Transaction fees		370		207			577
Fair value of vested common stock options exchanged		225		90			315
Purchase price		14,093		7,831			21,924
Acquired IPR&D	$	12,923	$	8,858		$	21,781

The Company is still finalizing the allocation of the purchase price, therefore, the purchase price allocation or the provisional measurements related to deferred income tax assets or liabilities may be adjusted if the Company obtains new information about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. The Company does not expect the finalization of the allocation of the purchase price to result in additional identifiable assets acquired or liabilities assumed which would impact the determination to account for these acquisitions as asset acquisitions. The Company expects to complete the allocation of purchase price during fiscal year 2021.

Debt – Related Party

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Debt – Related Party

6. Debt – Related Party

Convertible Promissory Notes – Related Party

In February 2021, the Convertible Promissory Notes (“Promissory Notes”) converted into shares of the Company’s Series A-1 convertible preferred stock issued in conjunction with the Oppilan and Zomagen acquisitions (Note 5). Upon conversion, the Company approved an in-substance amendment which allowed for the holders to receive shares based upon the change of control terms of the Promissory Notes, even though a change of control, as defined in the Promissory Notes agreement, had not been met. Management concluded that the amendment resulted in an instrument substantially different from the original, resulting in the overall transaction being accounted for as an extinguishment. The Company recorded a final fair value adjustment during the nine months ended September 30, 2021 of $6.9 million based on the estimated fair value as of the extinguishment date. Upon extinguishment and conversion, the difference between the fair value of the Promissory Notes and the Change of Control Derivative Liability – Related Party of $26.7 million and the fair value of securities received of $31.4 million, was recorded as a reduction of $4.7 million to additional paid-in-capital, as the holders of the notes are related parties.

For the three and nine months ended September 30, 2020, interest expense recorded associated with the Promissory Notes was $0.1 million for both periods.

As of September 30, 2021, the Company had no long-term debt outstanding.

Convertible SAFE Notes – Related Party

From January 2020 through December 2020 (“2020 SAFE Notes”), the Company received $6.1 million of advances from several related party investors. The 2020 SAFE Notes converted into 2,440,595 shares of the Company’s Series A-1 convertible preferred stock issued in February 2021 in conjunction with the Oppilan and Zomagen acquisitions referred to in Note 5 above.

January 2021 SAFE

In January 2021, the Company raised $0.5 million by entering into a SAFE Note (“January 2021 SAFE”) with certain related party investors. The Company determined that the January 2021 SAFE was not legal form debt (i.e., no creditors’ rights) but allowed for redemption based upon certain events that are outside of the control of the Company. The January 2021 SAFE was classified as a marked-to-market liability pursuant to ASC 480, Distinguishing Liabilities from Equity. The January 2021 was measured at fair value at issuance and each reporting period, with changes in fair value recorded within the statements of operations and comprehensive loss (Note 3).

The January 2021 SAFE converted into 49,346 shares of the Company’s Series A convertible preferred stock issued in February 2021 in conjunction with the Oppilan and Zomagen acquisitions referred to in Note 5 above.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1I
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: 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(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

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

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

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

+ Details

Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

7. Commitments and Contingencies

Litigation

In the ordinary course of its business, the Company may be involved in various legal proceedings involving contractual and employment relationships, patent or other intellectual property rights, and a variety of other matters. The Company is not aware of any pending legal proceedings that would reasonably be expected to have a material impact on the Company’s financial position or results of operations.

Convertible Preferred Stock

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Convertible Preferred Stock

8. Convertible Preferred Stock

Series A Convertible Preferred Shares

On February 26, 2021, the Company received gross proceeds of $57.3 million in cash in connection with its Series A Preferred Stock financing from various related party investors. The Company issued 6,283,401 shares at a purchase price of $9.12 per share. The Company incurred issuance costs related to its Series A Preferred Stock financing of $0.4 million, which were recorded as a reduction of the total proceeds. The Series A purchase agreement allowed the original investors to purchase an additional 6,250,504 shares of Series A Convertible Preferred Shares (the “Additional Shares”), on the same terms and conditions as the original issuance at the original issue price of $9.12 per share (the “Second Closing” or “Tranche Liability”) upon the election of at least a majority of the then outstanding shares. On June 10, 2021, the Series A Preferred Stock investors exercised their right to purchase the Additional Shares, and the Company received an additional $57.0 million in proceeds in the second closing of the Series A Preferred Stock financing. The Series A Preferred Stock has a $0.0001 par value.

Deemed Dividend

On February 26, 2021, in connection with the $57.3 million in cash received with the Series A Preferred Stock financing, the Company issued 507,133 incremental common shares to a Series A investor. The fair value of the incremental common shares of $1.6 million was treated as a deemed dividend during the nine-month period ended September 30, 2021. The deemed dividend is reflected on the face of the condensed consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2021 as a reduction to net loss to arrive at net loss attributable to common shareholders.

Series A Convertible Preferred Shares – Tranche Liability

The rights and preferences of the Series A Convertible Preferred Stock sold under the two tranches have the same rights and preferences. The Company concluded that these rights or obligations of the investors to participate in traches of Series A convertible preferred shares met the definition of a freestanding financial instrument that was required to be recorded as a liability at fair value as (i) the instruments are legally detachable and separately exercisable from the Series A convertible preferred shares and (ii) the rights will require the Company to transfer assets upon future closings of the Series A convertible preferred shares. In addition, the Company was obligated to issue 507,133 shares of common stock to a Series A investor if they participated in the second tranche. Given the

common shares were linked to the second tranche, they were also considered a component of the Tranche Liability. Upon the closing of the Series A Convertible Preferred Stock financing in February 2021, the fair value of the tranche right was $1.5 million. On June 10, 2021, the Series A Preferred Stock investors exercised their right and the Company received an additional $57.0 million in proceeds in the second closing of the Series A Preferred Stock financing. The Company recorded a change in fair value of the Series A Tranche Liability of $5.5 million, which was recognized in the Company’s unaudited condensed consolidated statement of operations and comprehensive loss for the nine-month period ended September 30, 2021.

Series A-1 Convertible Preferred Shares

On February 26, 2021, the Company issued 4,049,143 and 2,003,768 shares of Series A-1 Convertible Preferred Stock to the former equity and debt security holders of Oppilan and Zomagen, respectively. Additionally, on February 26, 2021, the Company issued 12,713,585 shares of Series A-1 Convertible Preferred Stock upon the conversion of the Amended Notes and Convertible SAFE Notes with a principal amount outstanding of $9.8 million (Note 6).

Series B Convertible Preferred Shares

On September 9, 2021, the Company received gross proceeds of $51.0 million in cash in connection with its Series B Preferred Stock financing from various related party investors. The Company issued 4,029,275 shares of Series B Convertible Preferred Stock, $0.0001 par value, at a purchase price of $12.66 per share. The Company incurred issuance costs related to its Series B preferred stock financing of $0.2 million, which were recorded as a reduction of the total proceeds. The Series B convertible preferred stock has a liquidation preference of 1.0x the original issue price of $12.66, is pari passu with the Series A convertible preferred stock, and automatically converts into shares of common stock upon an initial public offering of at least $75 million.

Description of Securities

Dividends

The holders of then outstanding shares of Series A convertible preferred stock and Series B convertible preferred stock (“Senior Convertible Preferred Stock”) shall be entitled to receive, only when, as and if declared by the Board of Directors, out of any funds and assets legally available therefore, dividends at the rate of 8.0% of the applicable original issue price of $9.12 and $12.66 per share for each share of Series A and Series B convertible preferred stock, respectively, prior and in preference to any declaration or payment of any other dividend (other than dividends on shares of common stock payable in shares of common stock). The right to receive dividends on shares of Senior Convertible Preferred Stock pursuant to the preceding sentence shall not be cumulative, and no right to dividends shall accrue to holders of Senior Convertible Preferred Stock by reason of the fact that dividends on said shares are not declared. The Company shall not declare, pay or set aside any dividends on shares of Series A-1 convertible preferred stock, common stock or any other class or series of capital stock of the Company (other than dividends on shares of common stock payable in shares of common stock). The original issue price of the Series A-1 convertible preferred stock is $9.56 per share. No dividends have been declared as of September 30, 2021.

Liquidation

In the event of (a) any voluntary liquidation, dissolution or winding up of the Company, the holders of shares of Senior Convertible Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, and (b) a deemed liquidation event, the holders of shares of Senior Convertible Preferred Stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such deemed liquidation event or out of the available proceeds, as applicable, on a pari passu basis among each other, before any payments shall be made to the holders of Series A-1 convertible preferred stock or common stock by reason of their ownership thereof, an amount per share equal to one times the applicable original issue price, plus any dividends declared but unpaid thereon. If, upon any such liquidation, dissolution or winding up of the Company or deemed liquidation event, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the holders of shares of Senior Convertible Preferred Stock the full amount to which they shall be entitled, the holders of shares of Senior Convertible Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

In the event of (a) any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment in full of all preferred liquidation amounts required to be paid to the holders of shares of Senior Convertible Preferred Stock, the remaining assets of the Company available for distribution to its stockholders and not payable to the holders of Senior Convertible Preferred Stock as defined above, or (b) a deemed liquidation event, after the payment in full of all preferred liquidation amounts required to be paid to the holders of shares of Senior Convertible Preferred Stock the consideration available for distribution to the stockholders of the

Company and not payable to the holders of shares of Senior Convertible Preferred Stock, or the available proceeds not payable to the holders of shares of Senior Convertible Preferred Stock pursuant to the preceding paragraph, as the case may be, shall be distributed among the holders of the shares of Senior Convertible Preferred Stock, Series A-1 convertible preferred stock and common stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such shares of Senior Convertible Preferred Stock and Series A-1 convertible preferred stock as if they had been converted to common stock pursuant to the terms of the Second Amended and Restated Certificate of Incorporation immediately prior to such liquidation, dissolution or winding up of the Company or such deemed liquidation event.

Conversion

Each share of Senior Convertible Preferred Stock and Series A-1 convertible preferred stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of common stock as is determined by dividing the applicable original issue price by the applicable conversion price in effect at the time of conversion, provided that such holder may waive such option to convert upon written notice to the Company. The conversion price shall initially be equal to $9.12, $12.66 and $9.56 per share for the Series A convertible preferred stock, Series B convertible preferred stock and Series A-1 convertible preferred stock, respectively, and is subject to adjustment.

In the event of a liquidation, dissolution or winding up of the Company or a deemed liquidation event, the conversion rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Senior Convertible Preferred Stock and Series A-1 convertible preferred stock, provided that the foregoing termination of conversion rights shall not affect the amount otherwise paid or payable to holders of Senior Convertible Preferred Stock and Series A-1 convertible preferred stock pursuant to such liquidation, dissolution or winding up of the Company or a deemed liquidation event.

Upon either (a) the closing of the sale of shares of common stock to the public at a price of at least $12.66 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock) in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $75.0 million of gross proceeds to the Company and in connection with such offering the common stock is listed for trading on the Nasdaq Stock Market’s National Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the Requisite Holders, then (i) all outstanding shares of Senior Convertible Preferred Stock and Series A-1 convertible preferred stock shall automatically be converted into shares of common stock, at the then effective conversion rate as calculated and (ii) such shares may not be reissued by the Company.

Voting Rights

On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company, each holder of outstanding shares of Senior Convertible Preferred Stock and Series A-1 convertible preferred stock shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Senior Convertible Preferred Stock and Series A-1 convertible preferred stock held by such holder are convertible into as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Second Amended and Restated Certificate of Incorporation, holders of Senior Convertible Preferred Stock and Series A-1 convertible preferred stock shall vote together with the holders of common stock as a single class and on an as-converted to common stock basis.

Redemption

The shares of Senior Convertible Preferred Stock and Series A-1 convertible preferred stock shall not be redeemable by any holder thereof.

Stock-Based Compensation

9 Months Ended

Sep. 30, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

9. Stock-Based Compensation

Equity Incentive Plan

In February 2019, the Company adopted its 2019 Equity Incentive Plan (the “Plan”). The Plan provides for the grant of incentive stock options, non-statutory stock options, and restricted stock awards to employees, directors or consultants of the Company. The Plan provides that the maximum aggregate number of shares of the Company’s common stock reserved and available for issuance under the Plan is 6,198,493. Options granted under the Plan generally vest over a period of between 2 and 4 years, as determined by the Board of Directors, and the maximum term of stock options granted under the Plan is 10 years. As of September 30, 2021 and

December 31, 2020, the Company had 6,198,493 and 2,627,541 shares authorized for issuance under the Plan, and 1,000,196 and 1,047,530 shares, respectively, remained available for grant.

Total share-based compensation expense related to share based awards was comprised of the following (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Research and development	$	216	$	9	$	446	$	20
General and administrative		753		5		891		11
Total	$	969	$	14	$	1,337	$	31

Stock Options

The following table summarizes stock option activity for the nine months ended September 30, 2021:


						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number			Exercise		Contractual		Intrinsic
	of Shares			Price		Term		Value
						(in years)		(in thousands)
Outstanding as of December 31, 2020		1,547,753		$	0.20		8.76	$	299
Granted		3,557,803			6.18
Exercised		(92,208	)		0.56			$	689
Forfeited and cancelled		(34,813	)		0.20
Outstanding as of September 30, 2021		4,978,535		$	4.46		9.33	$	17,770
Options vested and expected to vest as of September 30, 2021		4,978,535		$	4.46		9.33	$	17,770
Options exercisable as of September 30, 2021		1,122,487		$	1.10		8.25	$	7,786

The weighted average grant date fair value of stock options granted during the nine months ended September 30, 2021 was $4.21 per share.

The fair value of each option award is estimated on the date of grant using the Black-Scholes model. The following assumptions were used in the Black-Scholes option pricing model to estimate the fair value of stock options granted to employees under the Company’s Plan during the periods presented:


	Nine Months Ended
	September 30,
	2021			2020
Risk-free interest rate	0.7% - 1.0%			0.4% - 1.2%
Expected volatility		75.0	%		80.0	%
Expected term (in years)	5.0 - 6.0			5.8
Expected dividend yield		—			—

Stock-based compensation expense related to stock options was $1.0 million and $0 for the three months ended September 30, 2021 and 2020, respectively. For the nine months ended September 30, 2021 and 2020, stock-based compensation cost related to stock options was $1.3 million and $0, respectively. As of September 30, 2021 unrecognized stock-based compensation was $14.7 million which is expected to be recognized over the weighted average period of 2.8 years.

Restricted Stock Awards

The Company grants restricted stock pursuant to the Plan and satisfies such grants through the issuance of new shares. Restricted stock awards generally vest over a period of 3 years. Upon the termination of service of a restricted stockholder, the Company has the option to repurchase any unvested shares. During the nine months ended September 30, 2021 and the year ended December 31, 2020, the Company repurchased 9,073 and 12,097 shares, respectively.

The following table summarizes restricted stock award activity for the nine months ended September 30, 2021 (unaudited):


				Weighted
				Average
				Grant Date
	Number			Fair Value
	of Shares			Per Share
Unvested balance as of December 31, 2020		128,030		$	0.10
Granted		95,296			3.44
Vested		(73,793	)		0.10
Forfeited and cancelled		(9,073	)		0.10
Unvested balance as of September 30, 2021		140,460		$	2.37

The Company records a liability for unvested restricted awards subject to repurchase and reduces the liability as the underlying shares vest. The liability was immaterial at September 30, 2021 and December 31, 2020. As of September 30, 2021, there was approximately $0.3 million of unrecognized stock-based compensation cost pertaining restricted stock awards that will be recognized over a weighted average period of 1.8 years.

Leases

9 Months Ended

Sep. 30, 2021

Leases [Abstract]

Leases

10. Leases

In February 2021, the Company assumed a lease with a lease termination date of November 30, 2021 from a related party.

In June 2021, the Company signed a five-year lease amendment and renewal which added an additional term and additional suites in the office building. The non-cancelable lease is effective July 1, 2021 and ends on June 30, 2026.

In September 2021, the Company signed a four-year lease which adds existing space in its existing building. The non-cancelable lease is effective September 16, 2021 and ends on June 30, 2026.

There were no future minimum payments as of December 31, 2020. Future minimum payments under operating leases as of September 30, 2021 (in thousands) was:


	Operating
	Leases
Years ending December 31,
2021 remaining	$	112
2022		382
2023		392
2024		370
2025		349
Thereafter		178
	$	1,783

Net Loss Per Share

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

11. Net Loss Per Share

Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Numerator:
Net loss	$	(12,774	)	$	(7,155	)	$	(65,978	)	$	(11,472	)
Deemed dividend		—			—			(1,552	)		—
Net loss attributable to common shareholders	$	(12,774	)	$	(7,155	)	$	(67,530	)	$	(11,472	)

Denominator
Weighted average shares of common stock outstanding, basic and diluted		4,026,083			1,998,548			3,409,036			1,971,081

Basic and diluted net loss per share attributable to common shareholders	$	(3.17	)	$	(3.58	)	$	(19.81	)	$	(5.82	)

The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share (in common stock equivalent shares) at September 30, 2021 and 2020, because to do so would be anti-dilutive. Excluded from the table at September 30, 2020 is the potential impact from the Amended Notes and Convertible SAFE Notes, as the number of shares is unknown:


	September 30,
	2021		2020
Shares issuable upon conversion of Series A, A-1 and B preferred stock		35,329,676		—
Shares issuable upon exercise of stock options		4,978,535		12,279,905
Unvested restricted stock awards		140,460		153,634
Total		40,448,671		12,433,539

Related Party Transactions

9 Months Ended

Sep. 30, 2021

Related Party Transactions

12. Related Party Transactions

On January 1, 2019, the Company entered into a Support Services Agreement with Kalika that outlined the terms of services provided by Kalika to the Company, as well as the fees charged for such services. Kalika was a shared service company that provided certain administrative and research and development support services, including facilities support and office space. Kalika was beneficially owned by Raju Mohan, PhD., the Chief Executive Officer of the Company and NSV, which is affiliated with both a non-employee director and funds of NSV, which are owners of more than 5% of the Company’s capital stock. The Company paid Kalika monthly for costs incurred under the agreement. Either party had the right to terminate the support services agreement by giving 30 days’ prior notice. On March 1, 2021, in conjunction with the acquisition of Oppilan and Zomagen, the Company terminated the agreement with Kalika and transitioned all employees of Kalika to the Company.

On October 17, 2019, the Company entered into a Research and Development Support Services Agreement with Bayside Pharma, LLC (“Bayside”) that outlined the terms of services provided by Bayside to the Company, as well as the fees charged for such services. Bayside is a research and development services company that provides certain research and development support services and facilities. Bayside is owned by an employee of the Company. The Company pays Bayside monthly for costs incurred under the agreement. Either party may terminate the support services agreement by giving 30 days’ prior notice.

Expense recognized by the Company under the related party Support Services Agreements was as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Research and development - Kalika	$	—	$	129	$	112	$	406
Research and development - Bayside		287		50		727		247
Total research and development - related party	$	287	$	179	$	839	$	653

General and administrative - Kalika	$	—	$	107	$	116	$	328
Total general and administrative - related party	$	—	$	107	$	116	$	328

At September 30, 2021 and December 31, 2020, the Company had accounts payable and accrued expenses due to related parties of $0.2 million and $0.3 million, respectively. At September 30, 2021 and December 31, 2020, the Company had an immaterial amount of prepaid expenses to related parties.

Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

13. Subsequent Events

Reverse Stock Split

In October 2021, the Board of Directors approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 1-for-9.5644 reverse stock split, which became effective on October 11, 2021.

2021 Equity Incentive Plan and Employee Stock Purchase Plan

In October 2021, the Board of Directors and stockholders approved the 2021 Equity Incentive Plan and reserved 5,612,000 shares of common stock for future issuance which became effective on October 19, 2021, the business day immediately prior to the date of effectiveness of the Company’s registration statement on Form S-1. In addition, the number of shares available for issuance under the 2021 Equity Incentive Plan will also include an annual increase on the first day of each fiscal year beginning with the first date of the Company’s 2023 fiscal year, equal to the least of (i) 5,102,000 shares, (ii) five percent (5%) of the outstanding shares of our common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as the Company’s Board of Directors may determine.

In October 2021, the Board of Directors and stockholders approved the 2021 Employee Stock Purchase Plan (“ESPP”) and reserved 510,000 shares of common stock for future issuance which became effective on October 19, 2021, the business day immediately prior to the date of effectiveness of the Company’s registration statement on Form S-1. In addition, the number of shares of common stock that will be available for sale under the ESPP also includes an annual increase beginning with the first day of the Company’s 2023 fiscal year in which the first offering period under the ESPP commences, equal to the least of (i) 1,020,000 shares, (ii) one percent (1%) of the outstanding shares of our common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as the Company’s Board of Directors may determine.

Initial Public Offering

In October 2021, the Company completed its initial public offering, at which time the Company issued an aggregate of 10,893,554 shares of its common stock (inclusive of 1,420,898 shares pursuant to the underwriters' over-allotment option) at a price of $16.00 per share. The Company received net proceeds of approximately $158.8 million, after deducting underwriting discounts and commissions of $12.2 million and other offering expenses of $3.3 million.

Immediately prior to the completion of the initial public offering, all of the Company’s outstanding shares of convertible preferred stock automatically converted into 35,329,676 shares of common stock.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The presentation of the Company’s condensed consolidated financial statements for the three and nine months ended September 30, 2020 and the condensed consolidated balance sheet as of December 31, 2020 reflect the financial results of Ventyx Biosciences, Inc. as a standalone business. The presentation of the Company’s condensed consolidated financial statements as of and for the three and nine months ended September 30, 2021 reflect the financial results of Ventyx Biosciences, Inc. and its two acquired wholly owned subsidiaries, Oppilan Pharma, Ltd. ("Oppilan") and Zomagen Biosciences, Ltd. ("Zomagen"), on a consolidated basis, as of the acquisition date of February 26, 2021 (Note 5). All intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial information. The condensed consolidated balance sheet data as of December 31, 2020 was derived from the Company’s audited financial statements. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020 and the notes thereto included in the Company’s prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with the SEC on October 20, 2021 (the “Prospectus”). The unaudited financial information for the interim periods presented herein reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial condition and results of operation for the periods presented, with such adjustments consisting only of normal recurring adjustments. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results expected for the full year ending December 31, 2021 or any future period.
February 2021 Forward Stock Split and October 2021 Reverse Stock Split	February 2021 Forward Stock Split and October 2021 Reverse Stock Split On February 26, 2021, the Company effected a 7.933972 for 1 forward stock split of its common stock. The par value and the authorized shares of the common stock were not adjusted as a result of the stock split. The accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements give retroactive effect to the stock split for all periods presented. On October 11, 2021, the Company effected a 1 for 9.5644 reverse stock split of its capital stock. The par value and the authorized shares of the capital stock were not adjusted as a result of the reverse stock split. The accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements give retroactive effect to the stock split for all periods presented.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates. The Company is closely monitoring the impact of the COVID-19 pandemic on its business and has taken steps designed to protect the health and safety of its employees while continuing its operations. The full extent to which the COVID-19 pandemic will impact the Company’s business, results of operations, financial condition, clinical trials, and preclinical research will depend on future developments that are highly uncertain, including actions taken to contain or treat COVID-19 and their effectiveness, as well as the economic impact on national and international markets.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term, highly liquid investments that are readily convertible to cash with original maturities of three months or less at acquisition date to be cash equivalents. Cash equivalents consist of money market accounts and commercial paper and are stated at fair value.
Investments in Marketable Securities, Available-for-Sale	Investments in Marketable Securities, Available-for-Sale In the third quarter of 2021, the Company began maintaining a portfolio of investments which include commercial paper and asset-backed securities (“ABS”). The Company classifies its investments in marketable securities as available-for-sale securities and, accordingly, the Company’s marketable securities are reported at fair value. Unrealized gains and losses are included in accumulated other comprehensive loss, net of tax. The cost of securities sold is determined on a specific identification basis, and realized gains and losses, if any, are included in other income (expense), net within the condensed consolidated statement of operations and comprehensive loss. The Company regularly reviews its investment portfolio to determine if any security is other-than-temporarily impaired, which would require the Company to record an impairment charge in the period that any such determination is made. Calculating an impairment charge requires a high degree of judgment. In making this judgment, the Company evaluates, among other items, the time frame and extent to which the fair market value of a security is less than its amortized cost and the Company’s intent and ability to sell, or whether the Company will more likely than not be required to sell the security before recovery of its amortized cost basis.
Comprehensive Loss	Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss is comprised of net loss, foreign currency translation adjustments and unrealized gains (losses) on marketable securities.
Acquisitions	Acquisitions The Company accounts for acquisitions of an asset or group of similar identifiable assets that do not meet the definition of a business as asset acquisition using the cost accumulation method, whereby the cost of the acquisition, including certain transaction costs, is allocated to the assets acquired on the basis of their relative fair values. No goodwill is recognized in an asset acquisition. Intangible assets acquired in an asset acquisition for use in research and development activities which have no alternative future use are expensed as in-process research and development on the acquisition date. Intangible assets acquired for use in research and development activities which have an alternative future use are capitalized as in-process research and development. Future costs to develop these assets are recorded to research and development expense as they are incurred.
Convertible Preferred Stock	Convertible Preferred Stock The Company has issued shares of Series A, Series A-1, and Series B Convertible Preferred Stock that are conditionally redeemable, as the redemption rights are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, and as such, are classified as temporary equity.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted As an “emerging growth company,” the Company is allowed by the Jumpstart Our Business Startups Act to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use model and requires a lessee to recognize on the balance sheet a right-of-use asset and corresponding lease liability for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. 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 delays adoption of Topic 606 and Topic 842. Pursuant to the delayed adoption provided for under ASU 2020-05, the new leasing standard is effective for the Company’s annual periods beginning after December 15, 2021 with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities. ASU 2016-13 is effective for the Company’s annual periods beginning after 2023, with early adoption permitted. The Company is currently evaluating the impact the adoption of this guidance will have on its 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 Entity’s Own Equity (“ASU 2020-06”), which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the ASU eliminated the need for the Company to assess whether a contract on the entity’s own equity (1) permits settlement in unregistered shares, (2) whether counterparty rights rank higher shareholder’s rights, and (3) whether collateral is required. In addition, this ASU requires incremental disclosure related to contracts on the entity’s own equity and clarifies the treatment of certain financial instruments accounted for under this ASU on earnings per share. This ASU may be applied on a full retrospective or modified retrospective basis. The amendments within this ASU are effective for the Company’s fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption of the ASU is permitted for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact that this standard may have on its financial statements and related disclosures. Recently Issued Accounting Pronouncements Adopted In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606) (“ASU 2018-18”), which clarifies the interaction between ASC Topic 808, Collaborative Arrangements, and ASC Topic 606, Revenue from Contracts with Customers. This guidance, among other items, clarifies that certain transactions between collaborative participants should be accounted for as revenue under Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. ASU 2018-18 is effective for the Company’s fiscal years beginning after December 15, 2020. The Company adopted this standard in the first quarter of 2021. The Company has evaluated the effect that the updated standard had on its internal processes, financial statements and related disclosures, and has determined that the adoption did not have a material impact on the Company’s financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part of its initiative to reduce complexity in accounting standards. The amendments in this ASU are effective for the Company’s fiscal years beginning after December 15, 2020, including interim periods therein. The Company adopted this standard in the first quarter of 2021. The Company has evaluated the effect that the updated standard had on its internal processes, financial statements and related disclosures, and has determined that the adoption did not have a material impact on the Company’s financial statements.

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Financial Assets & Liabilities Measured At Fair Value On Recurring Basis


	September 30, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents
Money market fund	$	546	$	—	$	—	$	546
Commercial paper		—		11,499		—		11,499
Total cash equivalents		546		11,499		—		12,045
Marketable securities
Commercial paper		—		65,910		—		65,910
Asset backed securities		—		7,056				7,056
Total marketable securities		—		72,966		—		72,966
Total assets	$	546	$	84,465	$	—	$	85,011


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Liabilities:
Change of control derivative liability - related party	$	—	$	—	$	16,849	$	16,849
Convertible SAFEs - related party		—		—		9,727		9,727
Total liabilities	$	—	$	—	$	26,576	$	26,576

Summary of Available For Sale Marketable Securities By Type Of Security

As of September 30, 2021, the fair value of the Company’s available-for-sale marketable securities by type of security was as follows (in thousands):


	September 30, 2021
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gain		Loss		Value
Marketable securities:
Commercial paper	$	65,904	$	6	$	—	$	65,910
Asset backed securities		7,056		—		—		7,056
Total marketable securities	$	72,960	$	6	$	—	$	72,966

Summary of Activity of Level 3 Liability

The following table summarizes the activity of this Level 3 liability (in thousands):


	Change of Control
	Derivative			Convertible SAFE
	Liability - Related			Notes - Related			Series A
	Party			Party			Tranche Liability
Balance at December 31, 2020	$	16,849		$	9,727		$	—
Issuance of Series A tranche liability		—			—			1,552
Change in fair value		6,883			4,168			5,476
Conversion of debt instruments to Series A-1 preferred stock		(23,732	)		(13,895	)		—
Conversion of Series A tranche liability to Series A preferred stock and common stock		—			—			(7,028	)
Balance at September 30, 2021	$	—		$	—		$	—

- Definition

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

Consolidated Balance Sheet Details (Tables)

9 Months Ended

Sep. 30, 2021

Consolidated Balance Sheet [Abstract]

Summary of Prepaid Expenses and Other Assets

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


	September 30,		December 31,
	2021		2020
Prepaid research and development costs	$	2,660	$	1
Other assets		782		—
Prepaid other		217		—
Prepaid related party expenses		48		—
Total prepaid expenses and other assets	$	3,707	$	1

Summary of Other Long-term Assets

Other long-term assets consisted of the following (in thousands):


	September 30,		December 31,
	2021		2020
Deferred offering costs	$	2,768	$	—
Security deposits		63		—
Total other long-term assets	$	2,831	$	—

Summary of Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	September 30,		December 31,
	2021		2020
Accrued research and development costs	$	4,266	$	234
Other accrued liabilities		3,043		50
Accrued related party liabilities		237		17
Total accrued expenses	$	7,546	$	301

Summary of Property and Equipment, Net

The Company had no capitalized property and equipment as of December 31, 2020. Property and equipment, net as of September 30, 2021 consisted of the following (in thousands):


	September 30,
	2021
Laboratory equipment	$	145
Furniture and fixtures		58
Computer hardware and software		28
Property and equipment, gross		231
Less: accumulated depreciation		(12	)
Property and equipment, net	$	219

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2021

Business Combinations [Abstract]

Summary of Net Assets (Liabilities) Acquired

The net assets (liabilities) acquired were as follows (in thousands):


	Oppilan			Zomagen			Total
Cash and cash equivalents	$	1,748		$	151		$	1,899
Prepaid expenses and other assets		587			12			599
Property and equipment, net		10			6			16
Other long-term assets		—			7			7
Accounts payable		(453	)		(349	)		(802	)
Accrued expenses		(722	)		(854	)		(1,576	)
Net assets (liabilities) acquired	$	1,170		$	(1,027	)	$	143

Summary of Determination of Purchase Price and Related Charge to IPR&D

The determination of the purchase price and related charge to IPR&D is as follows (in thousands):


	Oppilan		Zomagen			Total
Net assets (liabilities) acquired	$	1,170	$	(1,027	)	$	143
Fair value of shares issued		13,498		7,534			21,032
Transaction fees		370		207			577
Fair value of vested common stock options exchanged		225		90			315
Purchase price		14,093		7,831			21,924
Acquired IPR&D	$	12,923	$	8,858		$	21,781

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Schedule of Total Share Based Compensation Expense Related to Share Based Awards

Total share-based compensation expense related to share based awards was comprised of the following (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Research and development	$	216	$	9	$	446	$	20
General and administrative		753		5		891		11
Total	$	969	$	14	$	1,337	$	31

Summary of Stock Option Activity

The following table summarizes stock option activity for the nine months ended September 30, 2021:


						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number			Exercise		Contractual		Intrinsic
	of Shares			Price		Term		Value
						(in years)		(in thousands)
Outstanding as of December 31, 2020		1,547,753		$	0.20		8.76	$	299
Granted		3,557,803			6.18
Exercised		(92,208	)		0.56			$	689
Forfeited and cancelled		(34,813	)		0.20
Outstanding as of September 30, 2021		4,978,535		$	4.46		9.33	$	17,770
Options vested and expected to vest as of September 30, 2021		4,978,535		$	4.46		9.33	$	17,770
Options exercisable as of September 30, 2021		1,122,487		$	1.10		8.25	$	7,786

Summary of Assumptions Used in Black-Scholes Option Pricing Model

The following assumptions were used in the Black-Scholes option pricing model to estimate the fair value of stock options granted to employees under the Company’s Plan during the periods presented:


	Nine Months Ended
	September 30,
	2021			2020
Risk-free interest rate	0.7% - 1.0%			0.4% - 1.2%
Expected volatility		75.0	%		80.0	%
Expected term (in years)	5.0 - 6.0			5.8
Expected dividend yield		—			—

Summary of Restricted Stock Award Activity

The following table summarizes restricted stock award activity for the nine months ended September 30, 2021 (unaudited):


				Weighted
				Average
				Grant Date
	Number			Fair Value
	of Shares			Per Share
Unvested balance as of December 31, 2020		128,030		$	0.10
Granted		95,296			3.44
Vested		(73,793	)		0.10
Forfeited and cancelled		(9,073	)		0.10
Unvested balance as of September 30, 2021		140,460		$	2.37

Leases (Tables)

9 Months Ended

Sep. 30, 2021

Leases [Abstract]

Summary of Future Minimum Payments under Operating Leases

Future minimum payments under operating leases as of September 30, 2021 (in thousands) was:


	Operating
	Leases
Years ending December 31,
2021 remaining	$	112
2022		382
2023		392
2024		370
2025		349
Thereafter		178
	$	1,783

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Computation of Basic and Diluted Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Numerator:
Net loss	$	(12,774	)	$	(7,155	)	$	(65,978	)	$	(11,472	)
Deemed dividend		—			—			(1,552	)		—
Net loss attributable to common shareholders	$	(12,774	)	$	(7,155	)	$	(67,530	)	$	(11,472	)

Denominator
Weighted average shares of common stock outstanding, basic and diluted		4,026,083			1,998,548			3,409,036			1,971,081

Basic and diluted net loss per share attributable to common shareholders	$	(3.17	)	$	(3.58	)	$	(19.81	)	$	(5.82	)

Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share


	September 30,
	2021		2020
Shares issuable upon conversion of Series A, A-1 and B preferred stock		35,329,676		—
Shares issuable upon exercise of stock options		4,978,535		12,279,905
Unvested restricted stock awards		140,460		153,634
Total		40,448,671		12,433,539

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2021

Summary of Expense Recognized Under the Related Party

Expense recognized by the Company under the related party Support Services Agreements was as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Research and development - Kalika	$	—	$	129	$	112	$	406
Research and development - Bayside		287		50		727		247
Total research and development - related party	$	287	$	179	$	839	$	653

General and administrative - Kalika	$	—	$	107	$	116	$	328
Total general and administrative - related party	$	—	$	107	$	116	$	328

Organization and Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	Oct. 21, 2021	Sep. 30, 2021	Sep. 09, 2021	Jun. 30, 2021	Feb. 26, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Common stock, shares issued		4,198,682				2,187,187
Series A Convertible Preferred Stock
Class Of Stock [Line Items]
Common stock, price per share		$ 9.12			$ 9.12
Preferred stock shares outstanding		12,533,905		12,533,905		0
Series A-1 Convertible Preferred Stock
Class Of Stock [Line Items]
Preferred stock shares outstanding		18,766,496		18,766,496		0
Series B Convertible Preferred Stock
Class Of Stock [Line Items]
Common stock, price per share		$ 12.66	$ 12.66
Preferred stock shares outstanding		4,029,275				0
Initial Public Offering \| Subsequent Event
Class Of Stock [Line Items]
Common stock, shares issued	10,893,554
Common stock, price per share	$ 16.00
Net proceeds from issuance after deducting underwriting discounts and commissions and offering expenses	$ 158.8
Initial Public Offering \| Subsequent Event \| Common Stock
Class Of Stock [Line Items]
Common stock, price per share	$ 16.00
Net proceeds from issuance after deducting underwriting discounts and commissions and offering expenses	$ 158.8
Preferred stock outstanding shares converted	35,329,676
Initial Public Offering \| Subsequent Event \| Series A Convertible Preferred Stock
Class Of Stock [Line Items]
Preferred stock shares outstanding	12,500,000
Initial Public Offering \| Subsequent Event \| Series A-1 Convertible Preferred Stock
Class Of Stock [Line Items]
Preferred stock shares outstanding	18,800,000
Initial Public Offering \| Subsequent Event \| Series B Convertible Preferred Stock
Class Of Stock [Line Items]
Preferred stock shares outstanding	4,000,000.0
Underwriters' Over-Allotment Option \| Subsequent Event
Class Of Stock [Line Items]
Common stock, shares issued	1,420,898

Summary of Significant Accounting Policies - Additional Information (Details)			9 Months Ended
	Oct. 11, 2021	Feb. 26, 2021	Sep. 30, 2021 USD ($) Subsidiary
Summary Of Significant Accounting Policies [Line Items]
Number of acquired wholly owned subsidiaries \| Subsidiary			2
Forward stock split, description			On February 26, 2021, the Company effected a 7.933972 for 1 forward stock split of its common stock. The par value and the authorized shares of the common stock were not adjusted as a result of the stock split. The accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements give retroactive effect to the stock split for all periods presented.
Reverse stock split,description			On October 11, 2021, the Company effected a 1 for 9.5644 reverse stock split of its capital stock. The par value and the authorized shares of the capital stock were not adjusted as a result of the reverse stock split. The accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements give retroactive effect to the stock split for all periods presented.
Stock split, conversion ratio		7.933972
Goodwill recognized in asset acquisition \| $			$ 0
ASU 2018-18
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]			true
Change in accounting principle, accounting standards update, adoption date			Mar. 31, 2021
Change in accounting principle, accounting standards update, immaterial effect [true false]			true
ASU 2019-12
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]			true
Change in accounting principle, accounting standards update, adoption date			Mar. 31, 2021
Change in accounting principle, accounting standards update, immaterial effect [true false]			true
Subsequent Event
Summary Of Significant Accounting Policies [Line Items]
Stock split, conversion ratio	0.10455

Fair Value Measurements - Financial Assets & Liabilities Measured At Fair Value On Recurring Basis (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Level 3 \| Change of Control Derivative Liability - Related Party
Liabilities:
Total liabilities		$ 16,849,000
Level 3 \| Convertible SAFEs - Related Party
Liabilities:
Total liabilities		9,727,000
Fair Value, Recurring
Assets:
Total assets	$ 85,011
Liabilities:
Total liabilities		26,576,000
Fair Value, Recurring \| Change of Control Derivative Liability - Related Party
Liabilities:
Total liabilities		16,849,000
Fair Value, Recurring \| Convertible SAFEs - Related Party
Liabilities:
Total liabilities		9,727,000
Fair Value, Recurring \| Cash Equivalents
Assets:
Total assets	12,045
Fair Value, Recurring \| Cash Equivalents \| Money Market Fund
Assets:
Total assets	546
Fair Value, Recurring \| Cash Equivalents \| Commercial Paper
Assets:
Total assets	11,499
Fair Value, Recurring \| Marketable Securities
Assets:
Total assets	72,966
Fair Value, Recurring \| Marketable Securities \| Commercial Paper
Assets:
Total assets	65,910
Fair Value, Recurring \| Marketable Securities \| Asset Backed Securities
Assets:
Total assets	7,056
Fair Value, Recurring \| Level 1
Assets:
Total assets	546
Fair Value, Recurring \| Level 1 \| Cash Equivalents
Assets:
Total assets	546
Fair Value, Recurring \| Level 1 \| Cash Equivalents \| Money Market Fund
Assets:
Total assets	546
Fair Value, Recurring \| Level 2
Assets:
Total assets	84,465
Fair Value, Recurring \| Level 2 \| Cash Equivalents
Assets:
Total assets	11,499
Fair Value, Recurring \| Level 2 \| Cash Equivalents \| Commercial Paper
Assets:
Total assets	11,499
Fair Value, Recurring \| Level 2 \| Marketable Securities
Assets:
Total assets	72,966
Fair Value, Recurring \| Level 2 \| Marketable Securities \| Commercial Paper
Assets:
Total assets	65,910
Fair Value, Recurring \| Level 2 \| Marketable Securities \| Asset Backed Securities
Assets:
Total assets	$ 7,056
Fair Value, Recurring \| Level 3
Liabilities:
Total liabilities		26,576,000
Fair Value, Recurring \| Level 3 \| Change of Control Derivative Liability - Related Party
Liabilities:
Total liabilities		16,849,000
Fair Value, Recurring \| Level 3 \| Convertible SAFEs - Related Party
Liabilities:
Total liabilities		$ 9,727,000

Fair Value Measurements - Additional Information (Details) - USD ($)	Feb. 26, 2021	Sep. 30, 2021	Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Marketable securities		$ 72,966,000	$ 0
Fair value liabilities level 1 to level 2 to level 3 transfers amount		$ 0
Series A Preferred Stock
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Proceeds from financing	$ 57,300,000
Proceeds from additional financing agreement	$ 57,000,000.0
Issuance of preferred stock and common stock, net of legal fees, shares	507,133
Series A Convertible Preferred Stock
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Proceeds from additional financing agreement	$ 57,000,000.0

Fair Value Measurements - Summary of Available For Sale Marketable Securities By Type Of Security (Details) $ in Thousands	Sep. 30, 2021 USD ($)
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	$ 72,960
Gross Unrealized Gain	(6)
Fair Value	72,966
Commercial Paper
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	65,904
Gross Unrealized Gain	(6)
Fair Value	65,910
Asset Backed Securities
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	7,056
Gross Unrealized Gain
Fair Value	$ 7,056

Fair Value Measurements - Summary of Activity of Level 3 Liability (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($)
Schedule Of Available For Sale Securities [Line Items]
Change in fair value of Series A tranche liability	$ (5,476)
Change of Control Derivative Liability - Related Party \| Level 3
Schedule Of Available For Sale Securities [Line Items]
Beginning Balance	16,849
Change in fair value of Series A tranche liability	6,883
Conversion of debt instruments to Series A-1 preferred stock	(23,732)
Convertible SAFEs - Related Party \| Level 3
Schedule Of Available For Sale Securities [Line Items]
Beginning Balance	9,727
Change in fair value of Series A tranche liability	4,168
Conversion of debt instruments to Series A-1 preferred stock	(13,895)
Series A Tranche Liability \| Level 3
Schedule Of Available For Sale Securities [Line Items]
Issuance of Series A tranche liability	1,552
Change in fair value of Series A tranche liability	5,476
Conversion of Series A tranche liability to Series A preferred stock and common stock	$ (7,028)

Consolidated Balance Sheet Details - Summary of Prepaid Expenses and Other Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Prepaid Expense and Other Assets, Current
Prepaid research and development costs	$ 2,660	$ 1
Other assets	782
Prepaid other	217
Prepaid related party expenses	48
Total prepaid expenses and other assets	$ 3,707	$ 1

Consolidated Balance Sheet Details - Summary of Other Long-term Assets (Details) $ in Thousands	Sep. 30, 2021 USD ($)
Other Long-term Assets
Deferred offering costs	$ 2,768
Security deposits	63
Total other long-term assets	$ 2,831

Consolidated Balance Sheet Details - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Accrued Expenses
Accrued research and development costs	$ 4,266	$ 234
Other accrued liabilities	3,043	50
Accrued related party liabilities	237	17
Total accrued expenses	$ 7,546	$ 301

Consolidated Balance Sheet Details - Summary of Property and Equipment, Net (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 231,000
Less: accumulated depreciation	(12,000)
Property and equipment, net	219,000	$ 0
Laboratory Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	145,000
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	58,000
Computer Hardware and Software
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 28,000

Consolidated Balance Sheet Details - Additional Information (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Property Plant And Equipment [Abstract]
Capitalized property and equipment	$ 219,000	$ 0

Acquisitions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended
	Feb. 28, 2021	Sep. 30, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Common stock, shares issued		4,198,682	2,187,187
Common stock, par value		$ 0.0001	$ 0.0001
Excess of the cost of acquisition over net assets acquired	$ 21,781
Oppilan
Business Acquisition [Line Items]
Common stock, shares issued	360,854
Common stock, par value	$ 3.06
Options to purchase shares of common stock	75,955
Weighted average fair value of common stock	$ 2.96
Fair value of consideration provided	$ 14,100
Excess of the cost of acquisition over net assets acquired	$ 12,923
Oppilan \| Series A-1 Convertible Preferred Stock
Business Acquisition [Line Items]
Common stock, shares issued	4,049,143
Common stock, par value	$ 3.06
Zomagen
Business Acquisition [Line Items]
Common stock, shares issued	457,944
Common stock, par value	$ 3.06
Options to purchase shares of common stock	30,483
Weighted average fair value of common stock	$ 2.96
Fair value of consideration provided	$ 7,800
Excess of the cost of acquisition over net assets acquired	$ 8,858
Zomagen \| Series A-1 Convertible Preferred Stock
Business Acquisition [Line Items]
Common stock, shares issued	2,003,768
Common stock, par value	$ 3.06

Acquisitions - Summary of Net Assets (Liabilities) Acquired (Details) $ in Thousands	Feb. 28, 2021 USD ($)
Business Acquisition [Line Items]
Cash and cash equivalents	$ 1,899
Prepaid expenses and other assets	599
Property and equipment, net	16
Other long-term assets	7
Accounts payable	(802)
Accrued expenses	(1,576)
Net assets (liabilities) acquired	143
Oppilan
Business Acquisition [Line Items]
Cash and cash equivalents	1,748
Prepaid expenses and other assets	587
Property and equipment, net	10
Accounts payable	(453)
Accrued expenses	(722)
Net assets (liabilities) acquired	1,170
Zomagen
Business Acquisition [Line Items]
Cash and cash equivalents	151
Prepaid expenses and other assets	12
Property and equipment, net	6
Other long-term assets	7
Accounts payable	(349)
Accrued expenses	(854)
Net assets (liabilities) acquired	$ (1,027)

Acquisitions - Summary of Determination of Purchase Price and Related Charge to IPR&D (Details) $ in Thousands	1 Months Ended
	Feb. 28, 2021 USD ($)
Business Acquisition [Line Items]
Net assets (liabilities) acquired	$ 143
Fair value of shares issued	21,032
Transaction fees	577
Fair value of vested common stock options exchanged	315
Purchase price	21,924
Acquired IPR&D	21,781
Oppilan
Business Acquisition [Line Items]
Net assets (liabilities) acquired	1,170
Fair value of shares issued	13,498
Transaction fees	370
Fair value of vested common stock options exchanged	225
Purchase price	14,093
Acquired IPR&D	12,923
Zomagen
Business Acquisition [Line Items]
Net assets (liabilities) acquired	(1,027)
Fair value of shares issued	7,534
Transaction fees	207
Fair value of vested common stock options exchanged	90
Purchase price	7,831
Acquired IPR&D	$ 8,858

Debt - Related Party - Convertible Promissory Notes - Related Party - Additional Information (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Debt Instrument [Line Items]
Reduction to additional paid-in-capital		$ 1,735,000
Interest expense recorded associated with promissory notes	$ 94,000	99,000	$ 205,000
Convertible Promissory Notes – Related Party
Debt Instrument [Line Items]
Fair value adjustment of convertible debt		6,900,000
Difference between fair value of promissory note and change of control derivative liability - related party		26,700,000
Fair value of securities received		31,400,000
Reduction to additional paid-in-capital		4,700,000
Interest expense recorded associated with promissory notes	$ 100,000		$ 100,000
Long-term debt outstanding		$ 0

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Debt - Related Party - Convertible SAFE Notes - Related Party - Additional Information (Details) - USD ($) $ in Millions		1 Months Ended		12 Months Ended
	Feb. 26, 2021	Feb. 28, 2021	Jan. 31, 2021	Dec. 31, 2020
Series A-1 Convertible Preferred Stock
Debt Instrument [Line Items]
Shares issued upon conversion of SAFE notes	12,713,585
Convertible SAFE Notes – Related Party
Debt Instrument [Line Items]
Advances from several related party investors				$ 6.1
Convertible SAFE Notes – Related Party \| Series A-1 Convertible Preferred Stock
Debt Instrument [Line Items]
Shares issued upon conversion of SAFE notes		2,440,595
January 2021 SAFE
Debt Instrument [Line Items]
Amount raised from certain related party investors, SAFE note			$ 0.5
January 2021 SAFE \| Series A Convertible Preferred Stock
Debt Instrument [Line Items]
Shares issued upon conversion of SAFE notes		49,346

Convertible Preferred Stock - Additional Information (Details) - USD ($)				1 Months Ended	9 Months Ended
	Sep. 09, 2021	Jun. 10, 2021	Feb. 26, 2021	Feb. 28, 2019	Sep. 30, 2021
Class Of Stock [Line Items]
Gross proceeds received from various related party investors					$ 164,221,000
Preferred stock, issuance costs					746,000
Change in fair value of Series A tranche liability					(5,476,000)
Dividends declared					$ 0
Series A Convertible Preferred Stock
Class Of Stock [Line Items]
Gross proceeds received from various related party investors			$ 57,300,000
Preferred stock, shares issued			6,283,401
Preferred stock, issue price			$ 9.12		$ 9.12
Preferred stock, issuance costs			$ 400,000
Preferred stock, par value			$ 0.0001
Incremental common shares to a Series A investor			507,133
Fair value of the incremental common shares treated as a deemed dividend					$ 1,600,000
Fair value of the tranche rights				$ 1,500,000
Change in fair value of Series A tranche liability					$ 5,500,000
Dividend rate					8.00%
Series A Convertible Preferred Stock \| Second Tranche
Class Of Stock [Line Items]
Gross proceeds received from various related party investors		$ 57,000,000.0
Preferred stock, shares issued			6,250,504
Preferred stock, issue price			$ 9.12
Series A-1 Convertible Preferred Stock
Class Of Stock [Line Items]
Preferred stock, issue price					$ 9.56
Preferred stock, shares issued upon the conversion of the amended and convertible SAFE notes			12,713,585
Amended and convertible SAFE notes, principal amount outstanding			$ 9,800,000
Series A-1 Convertible Preferred Stock \| Oppilan
Class Of Stock [Line Items]
Preferred stock, shares issued			4,049,143
Series A-1 Convertible Preferred Stock \| Zomagen
Class Of Stock [Line Items]
Preferred stock, shares issued			2,003,768
Series B Convertible Preferred Stock
Class Of Stock [Line Items]
Gross proceeds received from various related party investors	$ 51,000,000.0
Preferred stock, shares issued	4,029,275
Preferred stock, issue price	$ 12.66				$ 12.66
Preferred stock, issuance costs	$ 200,000
Preferred stock, par value	$ 0.0001
Preferred stock, liquidation preference	$ 1.0
Dividend rate					8.00%
Series B Convertible Preferred Stock \| Minimum \| Initial Public Offering
Class Of Stock [Line Items]
Amount of preferred stock convertible in to common stock	$ 75,000,000.0

Stock-Based Compensation - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Feb. 28, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 969,000	$ 14,000	$ 1,337,000	$ 31,000
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant date fair value of stock options granted			$ 4.21
Stock-based compensation expense	1,000,000.0	$ 0	$ 1,300,000	$ 0
Unrecognized stock-based compensation expense	14,700,000		$ 14,700,000
Unrecognized stock-based compensation expense, weighted average period			2 years 9 months 18 days
Restricted Stock Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options granted vesting period			3 years
Shares repurchased			9,073		12,097
Unrecognized stock-based compensation expense other than stock option	$ 300,000		$ 300,000
Unrecognized stock-based compensation expense, weighted average period			1 year 9 months 18 days
2019 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares authorized for issuance	6,198,493		6,198,493		2,627,541	6,198,493
Shares remained available for grant	1,000,196		1,000,196		1,047,530
2019 Equity Incentive Plan \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options granted vesting period			2 years
2019 Equity Incentive Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options granted vesting period			4 years
Term of stock options granted			10 years

Stock-Based Compensation - Schedule of Total Share Based Compensation Expense Related to Share Based Awards (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	$ 969	$ 14	$ 1,337	$ 31
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	216	9	446	20
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	$ 753	$ 5	$ 891	$ 11

Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Number of Shares, Beginning Balance \| shares	1,547,753
Number of Shares, Granted \| shares	3,557,803
Number of Shares, Exercised \| shares	(92,208)
Number of Shares, Forfeited and cancelled \| shares	(34,813)
Number of Shares, Ending Balance \| shares	4,978,535	1,547,753
Number of Shares, Options vested and expected to vest \| shares	4,978,535
Number of Shares, Options exercisable \| shares	1,122,487
Weighted Average Exercise Price, Beginning balance \| $ / shares	$ 0.20
Weighted Average Exercise Price, Granted \| $ / shares	6.18
Weighted Average Exercise Price, Exercised \| $ / shares	0.56
Weighted Average Exercise Price, Forfeited and cancelled \| $ / shares	0.20
Weighted Average Exercise Price, ending balance \| $ / shares	4.46	$ 0.20
Weighted Average Exercise Price, Options vested and expected to vest \| $ / shares	4.46
Weighted Average Exercise Price, Options exercisable \| $ / shares	$ 1.10
Weighted Average Contractual Term, Outstanding	9 years 3 months 29 days	8 years 9 months 3 days
Weighted Average Contractual Term,Options vested and expected to vest	9 years 3 months 29 days
Weighted Average Contractual Term, Options exercisable	8 years 3 months
Aggregate Intrinsic Value \| $	$ 299
Aggregate Intrinsic Value, Exercised \| $	689
Aggregate Intrinsic Value \| $	17,770	$ 299
Aggregate Intrinsic Value, Options vested and expected \| $	17,770
Aggregate Intrinsic Value, Options exercisable \| $	$ 7,786

Stock-Based Compensation - Summary of Assumptions Used in Black-Scholes Option Pricing Model (Details) - Stock Options	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk-free interest rate, Minimum	0.70%	0.40%
Risk-free interest rate, Maximum	1.00%	1.20%
Expected volatility	75.00%	80.00%
Expected term (in years)		5 years 9 months 18 days
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	5 years
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	6 years

Stock-Based Compensation - Summary of Restricted Stock Award Activity (Details) - Restricted Stock Awards	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares, Beginning Balance \| shares	128,030
Number of Shares, Granted \| shares	95,296
Number of Shares, Vested \| shares	(73,793)
Number of Shares, Forfeited and cancelled \| shares	(9,073)
Number of Shares, Ending Balance \| shares	140,460
Weighted Average Grant Date Fair Value, Beginning balance \| $ / shares	$ 0.10
Weighted Average Grant Date Fair Value, Granted \| $ / shares	3.44
Weighted Average Grant Date Fair Value, Vested \| $ / shares	0.10
Weighted Average Grant Date Fair Value, Forfeited and cancelled \| $ / shares	0.10
Weighted Average Grant Date Fair Value, Ending balance \| $ / shares	$ 2.37

Leases - Additional Information (Details) - USD ($)	1 Months Ended			9 Months Ended
Leases - Additional Information (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Feb. 28, 2021	Sep. 30, 2021	Dec. 31, 2020
Leases [Abstract]
Termination, description				the Company assumed a lease with a lease termination date of November 30, 2021 from a related party.
Lease termination date			Nov. 30, 2021
Lease, term of contract	4 years	5 years		4 years
Lease effective start date	Sep. 16, 2021	Jul. 01, 2021
Lease effective end date	Jun. 30, 2026	Jun. 30, 2026
Operating leases, future minimum payments due	$ 1,783,000			$ 1,783,000	$ 0

Leases - Summary of Future Minimum Payments under Operating Leases (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Leases [Abstract]
2021 remaining	$ 112,000
2022	382,000
2023	392,000
2024	370,000
2025	349,000
Thereafter	178,000
Operating leases, future minimum payments due, Total	$ 1,783,000	$ 0

Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Numerator:
Net loss	$ (12,774)	$ (7,155)	$ (65,978)	$ (11,472)
Deemed dividend			(1,552)
Net loss attributable to common shareholders	$ (12,774)	$ (7,155)	$ (67,530)	$ (11,472)
Denominator
Weighted average shares of common stock outstanding, basic and diluted	4,026,083	1,998,548	3,409,036	1,971,081
Basic and diluted net loss per share attributable to common shareholders	$ (3.17)	$ (3.58)	$ (19.81)	$ (5.82)

- Definition

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

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- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Net Loss Per Share - Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from calculation of diluted net loss per share	40,448,671	12,433,539
Series A, A-1 And B Preferred Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from calculation of diluted net loss per share	35,329,676
Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from calculation of diluted net loss per share	4,978,535	12,279,905
Unvested Restricted Stock Awards
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from calculation of diluted net loss per share	140,460	153,634

Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions	Sep. 30, 2021	Dec. 31, 2020	Jan. 01, 2019
Accounts Payable and Accrued Expenses
Related Party Transaction [Line Items]
Due to Related Parties	$ 0.2	$ 0.3
Raju Mohan, PhD \| Minimum
Related Party Transaction [Line Items]
Ownership percentage of capital stock			5.00%

- Definition

Carrying amount as of the balance sheet date of obligations due all related parties.

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+ Details

Related Party Transactions - Summary of Expense Recognized Under the Related Party (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Research and Development
Related Party Transaction [Line Items]
Expense recognized under related party	$ 287	$ 179	$ 839	$ 653
Research and Development \| Kalika
Related Party Transaction [Line Items]
Expense recognized under related party	0	129	112	406
Research and Development \| Bayside
Related Party Transaction [Line Items]
Expense recognized under related party	287	50	727	247
General and Administrative
Related Party Transaction [Line Items]
Expense recognized under related party	0	107	116	328
General and Administrative \| Kalika
Related Party Transaction [Line Items]
Expense recognized under related party	$ 0	$ 107	$ 116	$ 328

Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Millions					9 Months Ended
	Oct. 21, 2021 USD ($) $ / shares shares	Oct. 19, 2021 shares	Oct. 11, 2021	Feb. 26, 2021	Sep. 30, 2021 shares
Subsequent Event [Line Items]
Stock split, conversion ratio				7.933972
Common Stock
Subsequent Event [Line Items]
Number of shares issued					507,133
Subsequent Event
Subsequent Event [Line Items]
Stock split, conversion ratio			0.10455
Subsequent Event \| Initial Public Offering
Subsequent Event [Line Items]
Shares issued price per share \| $ / shares	$ 16.00
Net proceeds from issuance after deducting underwriting discounts and commissions and offering expenses \| $	$ 158.8
Subsequent Event \| Initial Public Offering \| Common Stock
Subsequent Event [Line Items]
Number of shares issued	10,893,554
Shares issued price per share \| $ / shares	$ 16.00
Net proceeds from issuance after deducting underwriting discounts and commissions and offering expenses \| $	$ 158.8
Underwriting discounts and commissions \| $	12.2
Other offering expenses \| $	$ 3.3
Outstanding shares of convertible preferred stock converted into common stock	35,329,676
Subsequent Event \| Underwriters' Over-Allotment Option \| Common Stock
Subsequent Event [Line Items]
Number of shares issued	1,420,898
2021 Equity Incentive Plan \| Subsequent Event
Subsequent Event [Line Items]
Common stock reserved and available for future issuance		5,612,000
Number of shares that may be issued in accordance with plan		5,102,000
Percentage of outstanding shares of common stock that may be issued in accordance with plan		5.00%
2021 Employee Stock Purchase Plan \| Subsequent Event
Subsequent Event [Line Items]
Common stock reserved and available for future issuance		510,000
Number of shares that may be issued in accordance with plan		1,020,000
Percentage of outstanding shares of common stock that may be issued in accordance with plan		1.00%