0000950170-23-009501 | 10-K | XBRL Viewer

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Fair Value Measurements - Summary of Activity of Level 3 Liability (Details) $ in Thousands	12 Months Ended
	Dec. 31, 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)

Summary of Significant Accounting Policies	12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (“SEC”). The presentation of the Company’s consolidated financial statements as of and for the years ended December 31, 2022 and 2021 reflect the financial results of Ventyx Biosciences, Inc. and its acquired wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. 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. Significant estimates include, but are not limited to, estimates related to clinical trial prepaids and accruals, estimates related to prepaid and accrued research and development costs, fair value estimates related to available-for-sale marketable securities, estimates related to the measurement of operating lease right-of-use assets and operating lease liabilities, and determinations of the fair value of stock-based awards. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates. Risks and Uncertainties The global COVID-19 pandemic and the related variants continue to rapidly evolve. The extent of the impact of the COVID-19 pandemic on the Company’s business, operations and clinical development timelines and plans remains uncertain, and will depend on certain developments, including the duration and spread of the outbreak and its impact on the Company’s operations and those of the Company’s CROs, third-party manufacturers and other third parties with whom the Company does business, as well as its potential impact on regulatory authorities and the Company’s ability to attract and retain key scientific and management personnel. The Company is conducting business as usual, with necessary or advisable modifications, and management has modified business practices, including but not limited to, modifying employee travel and allowing office employees to work remotely. Management will continue to actively monitor the rapidly evolving situation related to COVID-19. The Company may take further actions that alter its operations, including those that may be required by federal, state or local authorities, or that management determines are in the best interests of employees and other third parties with whom the Company does business. In addition, economic uncertainty in various global markets, including the U.S. and Europe, caused by political instability and conflict, such as the ongoing conflict in Ukraine, and economic challenges caused by the COVID-19 pandemic, have led to market disruptions, including significant volatility in commodity prices, credit and capital market instability and supply chain interruptions, which have caused record inflation globally. The Company’s business, financial condition and results of operations could be materially and adversely affected by further negative impact on the global economy and capital markets resulting from these global economic conditions, particularly if such conditions are prolonged or worsen. Although, to date, the Company has not been materially impacted by these global economic and geopolitical conditions, it is impossible to predict the extent to which operations will be impacted in the short and long term, or the ways in which such instability could impact business and results of operations. The extent and duration of these market disruptions, whether as a result of the military conflict between Russia and Ukraine and effects of the Russian sanctions, geopolitical tensions, record inflation or otherwise, are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this report. Segments Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. 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 are stated at fair value and have consisted of money market accounts, corporate debt securities and commercial paper. Investments in Marketable Securities, Available-for-Sale The Company maintains a portfolio of investments which have included U.S. Treasury securities, U.S. government agency securities, corporate debt securities, commercial paper and asset-backed securities (“ABS”). The Company’s investments in marketable securities are available-for-sale securities and the marketable securities are reported at fair value. Investments in marketable securities with contractual maturities less than 12 months at the balance sheet date are considered short-term investments. Those investments in marketable securities with contractual maturities of 12 months or greater at the balance sheet date are considered long-term investments. 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 within the consolidated statements 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 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. Property and Equipment The Company records property and equipment, which consists of laboratory equipment, furniture and fixtures, computer hardware and software and internal-use software, at cost less accumulated depreciation. Property and equipment is depreciated using the straight-line method over the estimated useful lives which ranges from three to seven years. The Company follows Accounting Standards Codification (“ASC”) 350-40, Intangibles-Goodwill and Other, Internal-Use Software, (“ASC 350-40”) to account for development costs incurred for the costs of computer software obtained for internal use. ASC 350-40 requires such costs to be capitalized once certain criteria are met. Capitalized internal-use software costs are primarily comprised of direct labor, related expenses and initial software licenses. ASC 350-40 includes specific guidance on costs not to be capitalized, such as overhead, general and administrative and training costs. Internal-use software includes software utilized for cloud-based solutions as well as software for internal systems and tools. Costs are capitalized once the project is defined, funding is committed and it is confirmed the software will be used for its intended purpose. Capitalization of these costs concludes once the project is substantially complete and the software is ready for its intended purpose. Post-configuration training and maintenance costs are expensed as incurred. During the year ended December 31, 2022, the Company capitalized $0.2 million of internal-use software costs. No internal-use software costs were capitalized during the year ended December 31, 2021. The Company evaluates its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and available-for-sale marketable securities. The Company maintains deposits in government insured financial institutions in excess of government insured limits. The Company invests its cash balances in financial institutions that it believes have high credit quality, has not experienced any losses on such accounts and does not believe it is exposed to significant credit risk. The Company purchases its available-for-sale marketable securities with financial institutions which management believes have high credit ratings. The Company performs periodic evaluations of the credit standing of the financial institutions for which it has marketable securities with. Additionally, the Company has adopted investment guidelines that limit the amounts the Company may invest in any one type of investment and requires all investments held by the Company to be highly rated, thereby reducing credit risk exposure. Deferred Offering Costs The Company had deferred offering costs consisting of accounting and legal fees directly attributable to the preparation of the Company’s IPO Registration Statement. Costs were deferred until completion of the IPO, at which time they were reclassified to additional paid-in capital as a reduction against the proceeds received. Fair Value of Financial Instruments The Company follows ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), issued by the Financial Accounting Standards Board (“FASB”) with respect to fair value reporting for financial assets and liabilities. 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 Simple Agreements for Future Equity (“SAFEs” or “Convertible SAFE Notes”). None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company values its derivatives using a combination of probability analysis and Monte Carlo simulation or other acceptable valuation models. Derivative instruments are valued at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is reassessed at the end of each reporting period. Research and Development Expenses The Company’s research and development costs consist primarily of salaries, payroll taxes, employee benefits and stock-based compensation charges for those individuals involved in ongoing research and development efforts; as well as fees paid to consultants, third party research organizations, laboratory supplies and development compound materials. All research and development costs are charged to expense as incurred. Clinical Trial Expenses The Company makes payments in connection with its clinical trials under contracts with contract research organizations that support conducting and managing clinical trials. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee, unit price or on a time and materials basis. A portion of the Company’s obligation to make payments under these contracts depends on factors such as the successful enrollment or treatment of patients or the completion of other clinical trial milestones. Expenses related to clinical trials are accrued based on estimates and/or representations from service providers regarding work performed, including actual level of patient enrollment, completion of patient studies and progress of the clinical trials. Other incidental costs related to patient enrollment or treatment are accrued when reasonably certain. If the amounts the Company is obligated to pay under clinical trial agreements are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), the Company adjusts the accruals accordingly. Revisions to the contractual payment obligations are charged to expense in the period in which the facts that give rise to the revision become reasonably certain. General and Administrative Expenses General and administrative expenses are related to finance, human resources, legal and the Company’s other administrative activities. These expenses consist primarily of personnel costs, including stock-based compensation expenses, outside services, legal expenses, management fees and other general and administrative costs. Additionally, these expenses consist of costs related to filing and pursuing patent applications. These patent costs are expensed as incurred, as recoverability of such expenditures is uncertain. Debt Issuance Costs Debt issuance costs incurred to obtain debt financing are deferred and are amortized over the term of the debt using the effective interest method. The costs are recorded as a reduction to the carrying value of the debt and are included in interest expense for the year ended December 31, 2021. During the year ended December 31, 2022, there was no debt financing obtained and therefore, no debt issuance costs were incurred. Income Taxes The Company follows FASB ASC 740, Income Taxes (“ASC 740”), in reporting deferred income taxes. ASC 740 requires a company to recognize deferred tax assets and liabilities for expected future income tax consequences of events that have been recognized in the Company’s consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in the years in which the temporary differences are expected to reverse. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions pursuant to ASC 740, which prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. If the tax positions meet this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes. Stock-Based Compensation The Company measures the compensation expense of stock-based awards granted to employees and directors using the grant date fair value of the award. The Company has issued stock options, restricted stock awards (“RSA”) and restricted stock units (“RSU”) with service-based vesting conditions. The Company measures the compensation expense of stock-based awards granted to employees and nonemployees using the grant date fair value of the award. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period for employees and over the period during which services are rendered by nonemployees. Forfeitures are recognized in the period in which they occur. The Company estimates the fair value of stock options using the Black-Scholes option pricing model, which requires the input of highly subjective assumptions, including (a) the risk-free interest rate, (b) the expected volatility of the Company’s stock, (c) the expected term of the award, and (d) the expected dividend yield. Prior to the Company’s IPO, due to the lack of an adequate history of a public market for the trading of the Company’s common stock, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. For these analyses, the Company has selected companies with comparable characteristics, including enterprise value, risk profiles, and position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The Company has estimated the expected life of its employee stock options using the “simplified” method, whereby the expected life equals the average of the vesting term and the original contractual term of the option. The risk-free interest rates for periods within the expected life of the option are based on the yields of zero-coupon U.S. treasury securities. The fair value of RSAs and RSUs is measured using the closing price of the Company’s common stock on the date of grant. Net Loss Per Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the sum of the weighted average number of common shares outstanding during the period, plus the weighted average number of potential shares of common stock from the assumed exercise of stock options, the assumed vesting of restricted stock awards and restricted stock units and the number of shares purchasable under the 2021 Employee Stock Purchase Plan (“2021 ESPP”), if dilutive. Since the Company was in a net loss position, basic and diluted net loss per share was the same for each of the periods presented. 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 an asset acquisition using the cost accumulated 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. Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted 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 will adopt this standard on January 1, 2023 and as the Company does not have material trade or financing receivables or held to maturity debt securities, the Company does not anticipate the adoption of this standard will have a material impact to the consolidated financial statements at adoption date. 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 to 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 consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements Adopted In February 2016, the FASB issued Accounting Standards Update ASU No. 2016-02, Leases (Topic 842). This guidance requires lessees to recognize right-of-use (“ROU”) assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. The Company adopted this standard effective January 1, 2022, using the modified retrospective transition method applied at the effective date of the standard. Results for reporting periods beginning after January 1, 2022 are presented under the new leasing standard, while prior period amounts were not retrospectively adjusted and will continue to be reported in accordance with the Company’s historic accounting treatment. The new standard provides a number of optional practical expedients in transition. The Company elected to apply the package of practical expedients, which permits the Company not to reassess prior conclusions about lease identification, lease classification and initial direct costs for leases that existed prior to adoption of the new lease standard. The Company also elected to utilize the short-term lease recognition exemption for all leases that qualify and, for those leases that qualified, the Company does not recognize ROU assets or lease liabilities. Additionally, the Company elected not to separate lease and non-lease components for all classes of assets. Upon adoption, on the effective date of January 1, 2022, the Company recognized operating lease liabilities of approximately $1.4 million and corresponding operating lease right-of-use assets of approximately $1.4 million on the consolidated balance sheet. The Company does not have any finance leases.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (“SEC”). The presentation of the Company’s consolidated financial statements as of and for the years ended December 31, 2022 and 2021 reflect the financial results of Ventyx Biosciences, Inc. and its acquired wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

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. Significant estimates include, but are not limited to, estimates related to clinical trial prepaids and accruals, estimates related to prepaid and accrued research and development costs, fair value estimates related to available-for-sale marketable securities, estimates related to the measurement of operating lease right-of-use assets and operating lease liabilities, and determinations of the fair value of stock-based awards. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates.

Risks and Uncertainties

The global COVID-19 pandemic and the related variants continue to rapidly evolve. The extent of the impact of the COVID-19 pandemic on the Company’s business, operations and clinical development timelines and plans remains uncertain, and will depend on certain developments, including the duration and spread of the outbreak and its impact on the Company’s operations and those of the Company’s CROs, third-party manufacturers and other third parties with whom the Company does business, as well as its potential impact on regulatory authorities and the Company’s ability to attract and retain key scientific and management personnel.

The Company is conducting business as usual, with necessary or advisable modifications, and management has modified business practices, including but not limited to, modifying employee travel and allowing office employees to work remotely. Management will continue to actively monitor the rapidly evolving situation related to COVID-19. The Company may take further actions that alter its operations, including those that may be required by federal, state or local authorities, or that management determines are in the best interests of employees and other third parties with whom the Company does business.

In addition, economic uncertainty in various global markets, including the U.S. and Europe, caused by political instability and conflict, such as the ongoing conflict in Ukraine, and economic challenges caused by the COVID-19 pandemic, have led to market disruptions, including significant volatility in commodity prices, credit and capital market instability and supply chain interruptions, which have caused record inflation globally. The Company’s business, financial condition and results of operations could be materially and

adversely affected by further negative impact on the global economy and capital markets resulting from these global economic conditions, particularly if such conditions are prolonged or worsen.

Although, to date, the Company has not been materially impacted by these global economic and geopolitical conditions, it is impossible to predict the extent to which operations will be impacted in the short and long term, or the ways in which such instability could impact business and results of operations. The extent and duration of these market disruptions, whether as a result of the military conflict between Russia and Ukraine and effects of the Russian sanctions, geopolitical tensions, record inflation or otherwise, are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this report.

Segments

Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment.

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 are stated at fair value and have consisted of money market accounts, corporate debt securities and commercial paper.

Investments in Marketable Securities, Available-for-Sale

The Company maintains a portfolio of investments which have included U.S. Treasury securities, U.S. government agency securities, corporate debt securities, commercial paper and asset-backed securities (“ABS”). The Company’s investments in marketable securities are available-for-sale securities and the marketable securities are reported at fair value. Investments in marketable securities with contractual maturities less than 12 months at the balance sheet date are considered short-term investments. Those investments in marketable securities with contractual maturities of 12 months or greater at the balance sheet date are considered long-term investments. 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 within the consolidated statements 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 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.

Property and Equipment

The Company records property and equipment, which consists of laboratory equipment, furniture and fixtures, computer hardware and software and internal-use software, at cost less accumulated depreciation. Property and equipment is depreciated using the straight-line method over the estimated useful lives which ranges from three to seven years.

The Company follows Accounting Standards Codification (“ASC”) 350-40, Intangibles-Goodwill and Other, Internal-Use Software, (“ASC 350-40”) to account for development costs incurred for the costs of computer software obtained for internal use. ASC 350-40 requires such costs to be capitalized once certain criteria are met. Capitalized internal-use software costs are primarily comprised of direct labor, related expenses and initial software licenses. ASC 350-40 includes specific guidance on costs not to be capitalized, such as overhead, general and administrative and training costs. Internal-use software includes software utilized for cloud-based solutions as well as software for internal systems and tools. Costs are capitalized once the project is defined, funding is committed and it is confirmed the software will be used for its intended purpose. Capitalization of these costs concludes once the project is substantially complete and the software is ready for its intended purpose. Post-configuration training and maintenance costs are expensed as incurred. During the year ended December 31, 2022, the Company capitalized $0.2 million of internal-use software costs. No internal-use software costs were capitalized during the year ended December 31, 2021.

The Company evaluates its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Concentration of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and available-for-sale marketable securities. The Company maintains deposits in government insured financial institutions in excess of government insured limits. The Company invests its cash balances in financial institutions that it believes have high credit quality, has not experienced any losses on such accounts and does not believe it is exposed to significant credit risk. The Company purchases its available-for-sale marketable securities with financial institutions which management believes have high credit ratings. The Company performs periodic evaluations of the credit standing of the financial institutions for which it has marketable securities with. Additionally, the Company has adopted investment guidelines that limit the amounts the Company may invest in any one type of investment and requires all investments held by the Company to be highly rated, thereby reducing credit risk exposure.

Deferred Offering Costs

The Company had deferred offering costs consisting of accounting and legal fees directly attributable to the preparation of the Company’s IPO Registration Statement. Costs were deferred until completion of the IPO, at which time they were reclassified to additional paid-in capital as a reduction against the proceeds received.

Fair Value of Financial Instruments

The Company follows ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), issued by the Financial Accounting Standards Board (“FASB”) with respect to fair value reporting for financial assets and liabilities. 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 Simple Agreements for Future Equity (“SAFEs” or “Convertible SAFE Notes”). None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company values its derivatives using a combination of probability analysis and Monte Carlo simulation or other acceptable valuation models. Derivative instruments are valued at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is reassessed at the end of each reporting period.

Research and Development Expenses

The Company’s research and development costs consist primarily of salaries, payroll taxes, employee benefits and stock-based compensation charges for those individuals involved in ongoing research and development efforts; as well as fees paid to consultants, third party research organizations, laboratory supplies and development compound materials. All research and development costs are charged to expense as incurred.

Clinical Trial Expenses

The Company makes payments in connection with its clinical trials under contracts with contract research organizations that support conducting and managing clinical trials. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee, unit price or on a time and materials basis. A portion of the Company’s obligation to make payments under these contracts depends on factors such as the successful enrollment or treatment of patients or the completion of other clinical trial milestones.

Expenses related to clinical trials are accrued based on estimates and/or representations from service providers regarding work performed, including actual level of patient enrollment, completion of patient studies and progress of the clinical trials. Other incidental costs related to patient enrollment or treatment are accrued when reasonably certain. If the amounts the Company is obligated to pay under clinical trial agreements are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), the Company adjusts the accruals accordingly. Revisions to the contractual payment obligations are charged to expense in the period in which the facts that give rise to the revision become reasonably certain.

General and Administrative Expenses

General and administrative expenses are related to finance, human resources, legal and the Company’s other administrative activities. These expenses consist primarily of personnel costs, including stock-based compensation expenses, outside services, legal expenses, management fees and other general and administrative costs. Additionally, these expenses consist of costs related to filing and pursuing patent applications. These patent costs are expensed as incurred, as recoverability of such expenditures is uncertain.

Debt Issuance Costs

Debt issuance costs incurred to obtain debt financing are deferred and are amortized over the term of the debt using the effective interest method. The costs are recorded as a reduction to the carrying value of the debt and are included in interest expense for the year ended December 31, 2021. During the year ended December 31, 2022, there was no debt financing obtained and therefore, no debt issuance costs were incurred.

Income Taxes

The Company follows FASB ASC 740, Income Taxes (“ASC 740”), in reporting deferred income taxes. ASC 740 requires a company to recognize deferred tax assets and liabilities for expected future income tax consequences of events that have been recognized in the Company’s consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in the years in which the temporary differences are expected to reverse. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company accounts for uncertain tax positions pursuant to ASC 740, which prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. If the tax positions meet this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes.

Stock-Based Compensation

The Company measures the compensation expense of stock-based awards granted to employees and directors using the grant date fair value of the award. The Company has issued stock options, restricted stock awards (“RSA”) and restricted stock units (“RSU”) with service-based vesting conditions. The Company measures the compensation expense of stock-based awards granted to employees and nonemployees using the grant date fair value of the award. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period for employees and over the period during which services are rendered by nonemployees. Forfeitures are recognized in the period in which they occur.

The Company estimates the fair value of stock options using the Black-Scholes option pricing model, which requires the input of highly subjective assumptions, including (a) the risk-free interest rate, (b) the expected volatility of the Company’s stock, (c) the expected term of the award, and (d) the expected dividend yield. Prior to the Company’s IPO, due to the lack of an adequate history of a public market for the trading of the Company’s common stock, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. For these analyses, the Company has selected companies with comparable characteristics, including enterprise value, risk profiles, and position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The Company has estimated the expected life of its employee stock options using the “simplified” method, whereby the expected life equals the average of the vesting term and the original contractual term of the option. The risk-free interest rates for periods within the expected life of the option are based on the yields of zero-coupon U.S. treasury securities.

The fair value of RSAs and RSUs is measured using the closing price of the Company’s common stock on the date of grant.

Net Loss Per Share

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the sum of the weighted average number of common shares outstanding during the period, plus the weighted average number of potential shares of common stock from the assumed exercise of stock options, the assumed vesting of restricted stock awards and restricted stock units and the number of shares purchasable under the 2021 Employee Stock Purchase Plan (“2021 ESPP”), if dilutive. Since the Company was in a net loss position, basic and diluted net loss per share was the same for each of the periods presented.

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 an asset acquisition using the cost accumulated 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.

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

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 will adopt this standard on January 1, 2023 and as the Company does not have material trade or financing receivables or held to maturity debt securities, the Company does not anticipate the adoption of this standard will have a material impact to the consolidated financial statements at adoption date.

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 to 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 consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements Adopted

In February 2016, the FASB issued Accounting Standards Update ASU No. 2016-02, Leases (Topic 842). This guidance requires lessees to recognize right-of-use (“ROU”) assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. The Company adopted this standard effective January 1, 2022, using the modified retrospective transition method applied at the effective date of the standard. Results for reporting periods beginning after January 1, 2022 are presented under the new leasing standard, while prior period amounts were not retrospectively adjusted and will continue to be reported in accordance with the Company’s historic accounting treatment.

The new standard provides a number of optional practical expedients in transition. The Company elected to apply the package of practical expedients, which permits the Company not to reassess prior conclusions about lease identification, lease classification and initial direct costs for leases that existed prior to adoption of the new lease standard. The Company also elected to utilize the short-term lease recognition exemption for all leases that qualify and, for those leases that qualified, the Company does not recognize ROU assets or lease liabilities. Additionally, the Company elected not to separate lease and non-lease components for all classes of assets. Upon adoption, on the effective date of January 1, 2022, the Company recognized operating lease liabilities of approximately $1.4 million and corresponding operating lease right-of-use assets of approximately $1.4 million on the consolidated balance sheet. The Company does not have any finance leases.

Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss	$ (108,426)	$ (83,746)
Deemed dividend		(1,552)
Net loss attributable to common shareholders	$ (108,426)	$ (85,298)
Denominator
Weighted average shares of common stock outstanding, basic	52,471,003	12,825,598
Weighted average shares of common stock outstanding, diluted	52,471,003	12,825,598
Basic net loss per share attributable to common shareholders	$ (2.07)	$ (6.65)
Diluted net loss per share attributable to common shareholders	$ (2.07)	$ (6.65)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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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.

+ References

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+ Details

Income Taxes - Schedule of Unrecognized Tax Benefits (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Income Tax Disclosure [Abstract]
Balance at beginning of period	$ 0
Increase related to prior year tax positions	348,000
Increase related to current year tax positions	860,000
Balance at end of period	$ 1,208,000

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Mar. 20, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Registrant Name	Ventyx Biosciences, Inc.
Entity Central Index Key	0001851194
Current Fiscal Year End Date	--12-31
Entity Well-Known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
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	001-40928
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 Annual Report	true
Document Transition Report	false
Entity Public Float			$ 384.8
Entity Common Stock, Shares Outstanding		58,214,115
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	VTYX
Security Exchange Name	NASDAQ
ICFR Auditor Attestation Flag	false
Documents Incorporated By Reference	Portions of the registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2022.
Auditor Firm ID	42
Auditor Name	Ernst & Young LLP
Auditor Location	San Diego, California

Acquisitions

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

Acquisitions

5. Acquisitions

In February 2021, in connection with the Series A and Series A-1 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 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 $1.86 per share in exchange for all of the outstanding equity interests of Oppilan.

•

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 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 $2.87 per share in exchange for all of the outstanding equity interests of Zomagen.

Oppilan and Zomagen do not have an organized workforce that significantly contribute 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 FASB ASC 805, Business Combinations.

The fair value of the consideration provided in the acquisitions was $14.0 million and $7.8 million for Oppilan and Zomagen, respectively. The excess of the cost of acquisition over net assets acquired was $12.8 million and $8.9 million for Oppilan and Zomagen, respectively. Management determined that there was no alternative future use of the IPR&D assets acquired and, accordingly, the excess of the cost of the acquisition over the net assets acquired was expensed as IPR&D at the acquisition date. For the year ended December 31, 2021, we recorded the excess IPR&D costs of $21.7 million in research and development costs within the Company’s consolidated statements of operations and comprehensive loss.

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 was 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		141		87			228
Purchase price		14,009		7,828			21,837
Acquired IPR&D	$	12,839	$	8,855		$	21,694

Debt - Related Party - Convertible Promissory Notes - Related Party - Additional Information (Details) - USD ($)	1 Months Ended	12 Months Ended
	Aug. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2022
Debt Instrument [Line Items]
Increase (reduction) to additional paid-in-capital		$ 1,735,000
Interest expense recorded associated with promissory notes		99,000
Convertible Promissory Notes – Related Party
Debt Instrument [Line Items]
Principal amount due	$ 3,700,000
Extended maturity period	2022-02
Percentage of proceeds received on conversion	69.75%
Number of shares issued upon conversion	16,085,121
Percentage of outstanding share of capital stock	69.75%
Fair value adjustment of convertible debt		6,900,000
Change in control derivative liability feature based on probability assessment	$ 1,000,000.0
Increase to additional paid-in-capital due to extinguishment of convertible debt	$ 100,000
Increase to change of control derivative liability related party			$ 16,800,000
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
Increase (reduction) to additional paid-in-capital		(4,700,000)	$ 1,400,000
Long-term debt outstanding		$ 0		$ 0

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

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.

Summary of Significant Accounting Policies - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) Segment	Jan. 01, 2023	Jan. 01, 2022 USD ($)	Dec. 31, 2021 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Number Of operating segments \| Segment	1
Goodwill recognized in asset acquisition	$ 0
Operating lease liabilities	1,558,000		$ 1,400,000
Operating lease ROU assets	1,537,000		$ 1,400,000
Capitalized internal-use software costs	200,000			$ 0
Debt issuance costs	$ 0
Minimum
Summary Of Significant Accounting Policies [Line Items]
Useful life	3 years
Maximum
Summary Of Significant Accounting Policies [Line Items]
Useful life	7 years
ASU 2016-02
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	Jan. 01, 2022
ASU 2016-13 \| Subsequent Event
Summary Of Significant Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adoption date		Jan. 01, 2023

Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Statement of Cash Flows [Abstract]
Increase (Decrease) in Prepaid Expense and Other Assets, Related Party Amounts	$ (18)	$ (29)
Accounts payable, related party amounts	1	(238)
Increase (Decrease) in Accrued Liabilities, Related Party Amounts	$ (111)	$ 158

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

12. 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:


	Year ended December 31,
	2022			2021
(in thousands, except share and per share amounts)
Numerator:
Net loss	$	(108,426	)	$	(83,746	)
Deemed dividend		—			(1,552	)
Net loss attributable to common shareholders	$	(108,426	)	$	(85,298	)
Denominator:
Weighted average shares of common stock outstanding, basic and diluted		52,471,003			12,825,598
Basic and diluted net loss per share attributable to common shareholders	$	(2.07	)	$	(6.65	)

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 December 31, 2022 and 2021, because to do so would be anti-dilutive.


	Year ended December 31,
	2022		2021
Shares issuable upon exercise of stock options		7,592,856		6,010,490
Unvested restricted stock units		569,757		675,679
Unvested restricted stock awards		45,002		117,872
Shares purchasable under the 2021 Employee Stock Purchase Plan		11,294		8,281
Total		8,218,909		6,812,322

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Prepaid expense and other assets, related party	$ 47	$ 29
Accrued expenses, related party	$ 64	$ 175
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	900,000,000	900,000,000
Common stock, shares issued	57,025,847	50,526,702
Common stock, shares outstanding	56,980,845	50,408,830

Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Jan. 01, 2023 shares	Oct. 19, 2021 Offeringperiod shares	Dec. 31, 2022 USD ($) Employee $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense \| $			$ 16,570	$ 2,730
Number of employees terminated \| Employee			2
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant date fair value of stock options granted \| $ / shares			$ 11.36	$ 5.90
Total intrinsic value of stock options exercised \| $			$ 17,700	$ 2,200
Expected dividend payments \| $			$ 0
Expected dividend yield			0.00%
Stock-based compensation expense \| $			$ 13,600	$ 2,500
Unrecognized stock-based compensation expense \| $			$ 44,500
Unrecognized stock-based compensation expense, weighted average period			2 years 9 months 18 days
Incremental stock-based compensation expense \| $			$ 300
Restricted Stock Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options granted vesting period			3 years
Shares repurchased			0	9,079
Unrecognized stock-based compensation expense other than stock option \| $			$ 100
Unrecognized stock-based compensation expense, weighted average period			1 year 3 months 18 days
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options granted vesting period			4 years
Unrecognized stock-based compensation expense other than stock option \| $			$ 8,800
Unrecognized stock-based compensation expense, weighted average period			3 years
2021 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
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%
Number of common shares to be added		4,978,561
Shares authorized for issuance		5,612,000
2021 Equity Incentive Plan \| Subsequent Event
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares that may be issued in accordance with plan	2,851,292
2019 and 2021 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Term of stock options granted			10 years
Shares authorized for issuance			6,161,504	5,612,000
Shares remained available for grant			1,195,138	3,799,570
2019 and 2021 Equity Incentive Plan \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options granted vesting period			2 years
2019 and 2021 Equity Incentive Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options granted vesting period			4 years
2021 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
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%
Shares authorized for issuance		510,000
Stock-based compensation expense \| $			$ 200
Percentage of closing price on offering commencement date that participating employees purchase stock under plan		85.00%
Percentage of closing price on offering termination date that participating employees purchase stock under plan		85.00%
Number of offering periods \| Offeringperiod		2
Duration of offering periods		6 months
Maximum percentage of eligible compensation of employee		15.00%
Maximum number of shares an employee can purchase under plan		3,000
Shares issued under employee stock purchase plan, shares			21,157	0
Weighted average price of shares issued under ESPP \| $ / shares			$ 12.62
2021 Employee Stock Purchase Plan \| Subsequent Event
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares authorized for issuance	570,258

Organization and Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands					1 Months Ended	12 Months Ended
	Sep. 20, 2022	Oct. 21, 2021	Sep. 09, 2021	Feb. 26, 2021	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Class Of Stock [Line Items]
Common stock, shares issued						57,025,847	50,526,702
Net proceeds from private placement after deducting fees to the placement agents and offering expenses						$ 165,398
Accumulated deficit						(226,225)	$ (117,799)
Cash, cash equivalents, and marketable securities						$ 356,600
Proceeds from issuance of convertible preferred stock							$ 164,221
Series A and Series A-1 Convertible Preferred Stock
Class Of Stock [Line Items]
Proceeds from issuance of convertible preferred stock				$ 57,300
Series A Convertible Preferred Stock
Class Of Stock [Line Items]
Common stock, price per share				$ 9.12		$ 9.12
Proceeds from issuance of convertible preferred stock				$ 57,300
Series B Convertible Preferred Stock
Class Of Stock [Line Items]
Common stock, price per share			$ 12.66			$ 12.66
Proceeds from issuance of convertible preferred stock			$ 51,000
September 2022 Private placement
Class Of Stock [Line Items]
Number of shares issued	5,350,000				5,350,000
Common stock, price per share	$ 33.00				$ 33.00
Net proceeds from private placement after deducting fees to the placement agents and offering expenses	$ 165,200				$ 165,200
Gross proceeds from private placement	$ 176,600				$ 176,600
October 2021 Initial Public Offering
Class Of Stock [Line Items]
Number of shares issued		10,893,554
Common stock, price per share		$ 16.00
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts, commissions and offering expenses		$ 158,800
October 2021 Initial Public Offering \| Series A Convertible Preferred Stock
Class Of Stock [Line Items]
Preferred stock shares outstanding		12,500,000
October 2021 Initial Public Offering \| Series A-1 Convertible Preferred Stock
Class Of Stock [Line Items]
Preferred stock shares outstanding		18,800,000
October 2021 Initial Public Offering \| Series B Convertible Preferred Stock
Class Of Stock [Line Items]
Preferred stock shares outstanding		4,000,000.0
Underwriters' Over-Allotment Option
Class Of Stock [Line Items]
Number of shares issued		1,420,898
Common Stock
Class Of Stock [Line Items]
Number of shares issued							507,133
Common Stock \| October 2021 Initial Public Offering
Class Of Stock [Line Items]
Number of shares issued							10,893,554
Preferred stock outstanding shares converted		35,300,000
Common Stock \| October 2021 Initial Public Offering \| Series B Convertible Preferred Stock
Class Of Stock [Line Items]
Preferred stock outstanding shares converted		35,300,000

Consolidated Balance Sheet Details (Tables)

12 Months Ended

Dec. 31, 2022

Consolidated Balance Sheet [Abstract]

Summary of Property and Equipment, Net

Property and Equipment, net

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


	December 31,
	2022			2021
Internal-use software	$	188		$	—
Laboratory equipment		142			134
Furniture and fixtures		104			98
Computer hardware and software		68			46
Property and equipment, gross		502			278
Less: accumulated depreciation		(95	)		(24	)
Property and equipment, net	$	407		$	254

Summary of Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	December 31,
	2022		2021
Accrued research and development costs	$	2,450	$	3,893
Accrued clinical trial costs		1,235		1,025
Accrued payroll liabilities		4,208		2,373
Other accrued liabilities		1,557		156
Accrued related party liabilities		64		175
Total accrued expenses	$	9,514	$	7,622

Income Taxes - Schedule of Significant Components of Deferred Tax (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating losses	$ 29,180	$ 15,362
Stock compensation	1,995	445
Research and development credits	4,096
Research and development expenses	8,036
Unrealized loss on marketable securities	229
Other	1,777	737
Total gross deferred tax assets	45,313	16,544
Valuation allowance	(44,997)	(16,541)
Total deferred tax assets, net	316	3
Deferred tax liabilities:
Property and equipment	(10)	(3)
Operating lease right-of-use assets	(306)
Total deferred tax liabilities	$ (316)	$ (3)

Leases - Summary of Future Minimum Payments under Operating Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Leases [Abstract]
2023	$ 531
2024	517
2025	502
2026	255
Total future minimum lease payments	1,805
Less: imputed interest	(247)
Total lease liabilities	1,558	$ 1,400
Less: lease liabilities, current	(412)
Lease liabilities, net of current portion	$ 1,146

Leases - Summary of Right-of-use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Assets
Operating lease right-of-use assets	$ 1,537	$ 1,400
Liabilities
Current portion of operating lease liabilities	412
Operating lease liabilities, net of current portion	1,146
Total lease liabilities	$ 1,558	$ 1,400

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Initial Public Offering	Series A Convertible Preferred Stock	Series A-1 Convertible Preferred Stock	Series B Convertible Preferred Stock	Common Stock	Common Stock Initial Public Offering	Additional Paid-in Capital	Additional Paid-in Capital Initial Public Offering	Accumulated Other Comprehensive Loss	Accumulated Deficit
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, Acquisitions of Oppilan and Zomagen				$ 18,526
Temporary equity, Acquisitions of Oppilan and Zomagen, shares				6,052,911
Acquisitions of Oppilan and Zomagen	2,733							2,733
Acquisitions of Oppilan and Zomagen, shares						818,798
Temporary equity, Issuance of preferred stock and common stock, net of legal fees			$ 112,297		$ 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		$ 158,815					$ 1	1,552	$ 158,814		(1,552)
Issuance of preferred stock and common stock, net, shares						507,133	10,893,554
Temporary equity, Conversion of tranche liability to Series A preferred stock and common stock			$ 3,978
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
Temporary equity, Conversion of preferred stock to common stock in connection with initial public offering			$ (116,275)	$ (57,437)	$ (50,809)
Temporary equity, Conversion of preferred stock to common stock in connection with initial public offering, shares			(12,533,905)	(18,766,496)	(4,029,275)
Conversion of preferred stock to common stock in connection with initial public offering	224,521					$ 4		224,517
Conversion of preferred stock to common stock in connection with initial public offering, shares						35,329,676
Issuance of common stock upon exercise of stock options	65							65
Issuance of common stock upon exercise of stock options, shares						197,004
Issuance of common stock upon vesting of restricted common stock, shares						96,375
Stock-based compensation expense	2,730							2,730
Unrealized loss on marketable securities	(69)									$ (69)
Foreign currency translation	11									11
Net loss	(83,746)										(83,746)
Balance at Dec. 31, 2021	279,199					$ 5		397,051		(58)	(117,799)
Balance, shares at Dec. 31, 2021						50,408,830
Issuance of common stock from private placement, net of issuance costs	165,214					$ 1		165,213
Issuance of common stock from private placement, net of issuance costs,shares						5,350,000
Issuance of common stock upon exercise of stock options	$ 2,110							2,110
Issuance of common stock upon exercise of stock options, shares	959,066					959,066
Issuance of common stock upon vesting of restricted common stock, shares						241,792
Shares issued under employee stock purchase plan	$ 267							267
Shares issued under employee stock purchase plan, shares						21,157
Adjustment to offering expenses in the initial public offering	26							26
Stock-based compensation expense	16,570							16,570
Unrealized loss on marketable securities	(1,023)									(1,023)
Foreign currency translation	(42)									(42)
Net loss	(108,426)										(108,426)
Balance at Dec. 31, 2022	$ 353,895					$ 6		$ 581,237		$ (1,123)	$ (226,225)
Balance, shares at Dec. 31, 2022						56,980,845

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	12 Months Ended
	Sep. 20, 2022	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Net proceeds from private placement after deducting fees to the placement agents and offering expenses			$ 165,398
Common stock, shares authorized			900,000,000	900,000,000
Common stock, par value			$ 0.0001	$ 0.0001
Common stock, voting rights			Holders of outstanding shares of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders.
2022 ATM Sales Agreement
Class of Stock [Line Items]
Aggregate sales proceeds			$ 150,000
Private Placement
Class of Stock [Line Items]
Number of shares issued	5,350,000	5,350,000
Common stock, price per share	$ 33.00	$ 33.00
Gross proceeds from private placement	$ 176,600	$ 176,600
Net proceeds from private placement after deducting fees to the placement agents and offering expenses	$ 165,200	$ 165,200

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)

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

11. Stock-Based Compensation

Equity Incentive Plans

In February 2019, the Company adopted its 2019 Equity Incentive Plan (the “2019 Plan”) and in October 2021, the 2019 Plan was terminated as to new awards and the Company’s board of directors adopted, and the Company’s stockholders approved, the 2021 Equity Incentive Plan (the “2021 Plan”), which became effective on October 19, 2021. The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to employees, directors or consultants of the Company.

The number of common shares available for issuance under the 2021 Plan is 5,612,000 shares of common stock plus any common shares subject to stock options, restricted stock units or similar awards granted under the 2019 Plan that expire, are forfeited or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of common shares to be added to the 2021 Plan equal to 4,978,561 common shares. Additionally, shares available for issuance under the 2021 Plan increase on the first day of each fiscal year, beginning with the Company’s 2023 fiscal year, equal to the lesser of 5,102,000 common shares, 5% of the outstanding common shares on the last day of the immediately preceding fiscal year, or such number of common shares determined by the board of directors. On January 1, 2023, the number of shares of common stock that may be issued under the 2021 Plan was automatically increased by 2,851,292 shares.

Options granted under the 2019 Plan and 2021 Plan (the “Plans”) generally vest over a period of between 2 and 4 years and expire 10 years from the grant date. As of December 31, 2022 and 2021, the Company had 6,161,504 and 5,612,000 shares, respectively, authorized for issuance under the Plans, and 1,195,138 and 3,799,570 shares, respectively, remained available for grant.

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


	Year ended December 31,
	2022		2021
Research and development	$	6,619	$	820
General and administrative		9,951		1,910
Total stock-based compensation expense	$	16,570	$	2,730

Stock Options

The following table summarizes stock option activity for the year ended December 31, 2022:


						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number			Exercise		Contractual		Intrinsic
	of Shares			Price		Term		Value
						(in years)		(in thousands)
Outstanding as of December 31, 2021		6,010,490		$	6.83		9.27	$	78,630
Granted		3,329,355			17.43
Exercised		(959,066	)		2.20
Forfeited and cancelled		(787,923	)		9.18
Outstanding as of December 31, 2022		7,592,856		$	11.82		8.74	$	159,929
Options vested and expected to vest as of December 31, 2022		7,592,856		$	11.82		8.74	$	159,929
Options exercisable as of December 31, 2022		2,497,174		$	6.65		8.24	$	65,285

The weighted average grant date fair value of stock options granted during the years ended December 31, 2022 and 2021 was $11.36 and $5.90 per share, respectively. The intrinsic value of a stock option is the difference between the market price of the common stock at measurement date and the exercise price of the option. The total intrinsic value of stock options exercised during the year ended December 31, 2022 and 2021 was $17.7 million and $2.2 million, respectively.

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 Plans during the periods presented:


	Year ended December 31,
	2022		2021
Risk-free interest rate	0.9% - 4.4%		0.7% - 1.3%
Expected volatility	67.9% - 75.0%		75.0% - 80.0%
Expected term (in years)	0.3 - 10.0		5.0 - 10.0
Expected dividend yield		—		—

Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury bonds with maturities similar to the expected term of the award being valued.

Expected volatility. Given the Company’s limited historical stock price volatility data, the expected volatility assumption is based on volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the biotechnology industry. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available.

Expected term. The expected term represents the period of time that options are expected to be outstanding. Because the Company does not have historical exercise behavior, it determined the expected life assumption using the simplified method for employees, which is an average of the contractual term of the option and its vesting period. The expected term for nonemployee options is generally the contractual term.

Expected dividend yield. The Company bases the expected dividend yield assumption on the fact that it has never paid cash dividends and has no present intention to pay cash dividends and, therefore, used an expected dividend yield of zero.

Stock-based compensation expense related to stock options was $13.6 million and $2.5 million for the years ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, the Company recorded incremental stock-based compensation expense of approximately $0.3 million pertaining to the modification of stock options in connection with the termination of two employees. The modification provided for an acceleration of unvested options, resulting in additional compensation expense that was

immediately recognized. As of December 31, 2022, unrecognized stock-based compensation was $44.5 million which is expected to be recognized over the weighted average period of 2.8 years.

Restricted Stock Awards

The Company grants restricted stock awards pursuant to the Plans 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 and based on this, restricted stock awards are not included in outstanding common stock until fully vested. During the years ended December 31, 2022 and 2021, the Company repurchased zero and 9,079 shares, respectively.

The following table summarizes restricted stock award activity for the year ended December 31, 2022:


				Weighted
				Average
				Grant Date
	Number			Fair Value
	of Shares			Per Share
Unvested balance as of December 31, 2021		117,872		$	2.80
Vested		(72,870	)		2.41
Unvested balance as of December 31, 2022		45,002		$	3.45

The Company records a liability for unvested restricted stock awards subject to repurchase and reduces the liability as the underlying shares vest. The liability was immaterial as of December 31, 2022 and 2021. The total fair value of restricted stock awards vested during the years ended December 31, 2022 and 2021 was immaterial. As of December 31, 2022, there was approximately $0.1 million of unrecognized stock-based compensation cost pertaining to restricted stock awards that will be recognized over a weighted average period of 1.3 years.

Restricted Stock Units

The Company grants restricted stock units pursuant to the Plans and satisfies such grants through the issuance of new shares as they vest. Restricted stock units generally vest over a period of 4 years. The following table summarizes restricted stock unit activity for the year ended December 31, 2022:


				Weighted
				Average
				Grant Date
	Number			Fair Value
	of Shares			Per Share
Balance as of December 31, 2021		675,679		$	14.78
Granted		63,000			24.56
Vested		(168,922	)		14.78
Unvested balance as of December 31, 2022		569,757		$	15.86

As of December 31, 2022, there was approximately $8.8 million of unrecognized stock-based compensation cost pertaining to restricted stock units that will be recognized over a weighted average period of 3.0 years.

Employee Stock Purchase Plan

In October 2021, the board of directors and stockholders approved the 2021 Employee Stock Purchase Plan (“ESPP”) which became effective on October 19, 2021. The maximum number of shares of common stock that will be made available for sale under the ESPP is equal to 510,000 shares of common stock. In addition, the number of shares of common stock available for issuance under the ESPP will be increased on the first day of each fiscal year, beginning with fiscal year 2023, in an amount equal to the lesser of 1,020,000 shares of common stock, 1% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year or such number of common shares determined by the board of directors. On January 1, 2023, the number of shares of common stock that are available for sale under the ESPP was automatically increased by 570,258 shares.

Participating employees purchase stock under the ESPP at a price equal to the lower of 85% of the closing price on the applicable offering commencement date or 85% of the closing price on the applicable offering termination date. The ESPP provides for two offering periods of six months’ duration with purchase periods terminating on either May 15 or November 15. Contributions under the ESPP are limited to a maximum of 15% of an employee’s eligible compensation and a maximum of 3,000 shares per year. During the year ended December 31, 2022, total stock-based compensation expense recognized related to the ESPP was $0.2 million. During the year ended December 31, 2021, total stock-based compensation expense recognized was an immaterial amount. Additionally, during the year ended December 31, 2022, a total of 21,157 shares of common stock were issued under the ESPP at an average per share price of $12.62. No shares were issued under the ESPP during the year ended December 31, 2021.

Fair Value Measurements - Financial Assets & Liabilities Measured At Fair Value On Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets:
Total assets	$ 314,515	$ 274,868
Cash Equivalents
Assets:
Total assets	22,721	58,935
Cash Equivalents \| Money Market Fund
Assets:
Total assets	22,721	23,712
Cash Equivalents \| Commercial Paper
Assets:
Total assets		34,248
Cash Equivalents \| Corporate Debt Securities
Assets:
Total assets		975
Marketable Securities
Assets:
Total assets	291,794	215,933
Marketable Securities \| Commercial Paper
Assets:
Total assets	171,866	176,735
Marketable Securities \| U S Treasury Securities
Assets:
Total assets	39,567	28,148
Marketable Securities \| U.S. government agency securities
Assets:
Total assets	74,979
Marketable Securities \| Corporate Debt Securities
Assets:
Total assets	2,990	4,039
Marketable Securities \| Asset Backed Securities
Assets:
Total assets	2,392	7,011
Level 1
Assets:
Total assets	62,288	51,860
Level 1 \| Cash Equivalents
Assets:
Total assets	22,721	23,712
Level 1 \| Cash Equivalents \| Money Market Fund
Assets:
Total assets	22,721	23,712
Level 1 \| Marketable Securities
Assets:
Total assets	39,567	28,148
Level 1 \| Marketable Securities \| U S Treasury Securities
Assets:
Total assets	39,567	28,148
Level 2
Assets:
Total assets	252,227	223,008
Level 2 \| Cash Equivalents
Assets:
Total assets		35,223
Level 2 \| Cash Equivalents \| Commercial Paper
Assets:
Total assets		34,248
Level 2 \| Cash Equivalents \| Corporate Debt Securities
Assets:
Total assets		975
Level 2 \| Marketable Securities
Assets:
Total assets	252,227	187,785
Level 2 \| Marketable Securities \| Commercial Paper
Assets:
Total assets	171,866	176,735
Level 2 \| Marketable Securities \| U.S. government agency securities
Assets:
Total assets	74,979
Level 2 \| Marketable Securities \| Corporate Debt Securities
Assets:
Total assets	2,990	4,039
Level 2 \| Marketable Securities \| Asset Backed Securities
Assets:
Total assets	$ 2,392	$ 7,011

Stock-Based Compensation - Summary of Restricted Stock Units (Details) - Restricted Stock Units	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Beginning Balance \| shares	675,679
Number of Shares, Granted \| shares	63,000
Number of Shares, Vested \| shares	(168,922)
Number of Shares, Ending Balance \| shares	569,757
Weighted Average Grant Date Fair Value, Beginning balance \| $ / shares	$ 14.78
Weighted Average Grant Date Fair Value, Granted \| $ / shares	24.56
Weighted Average Grant Date Fair Value, Vested \| $ / shares	14.78
Weighted Average Grant Date Fair Value, Ending balance \| $ / shares	$ 15.86

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net loss	$ (108,426)	$ (83,746)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	123	30
Amortization of right-of-use assets - operating	347
Stock-based compensation	16,570	2,730
Accretion of marketable securities, net	(2,228)
Non-cash interest - related party		99
Change in fair value of notes and derivative - related party		11,051
Change in fair value of Series A tranche liability		5,476
Acquired in-process research and development		21,694
Changes in operating assets and liabilities
Prepaid expenses and other assets (includes related party amounts of ($18) and ($29), respectively)	(8,336)	(4,386)
Operating lease liabilities	(326)
Accounts payable (includes related party amounts of $1 and ($238), respectively)	1,613	2,443
Accrued expenses (includes related party amounts of ($111) and $158, respectively)	1,892	5,959
Net cash used in operating activities	(98,771)	(38,650)
Cash flows from investing activities
Acquisition of Oppilan and Zomagen, net of cash		1,899
Purchases of marketable securities, available-for-sale	(347,236)	(232,502)
Proceeds from maturities of marketable securities, available-for-sale	272,580	16,500
Purchases of property and equipment	(275)	(262)
Net cash used in investing activities	(74,931)	(214,365)
Cash flows from financing activities
Proceeds from issuance of common stock from private placement, net of offering costs	165,398
Proceeds from issuance of Series A and Series B convertible preferred stock, net of offering costs		164,221
Proceeds from issuance of common stock in initial public offering, net of underwriting discounts, commissions and offering expenses		158,815
Proceeds from exercise of stock options	2,107	65
Proceeds from issuance of common stock under employee stock purchase plan	267
Proceeds from issuance of SAFE notes, net		450
Net cash provided by financing activities	167,772	323,551
Effect of exchange rates on cash	(42)	11
Net increase (decrease) in cash and cash equivalents	(5,972)	70,547
Cash and cash equivalents, beginning of year	70,791	244
Cash and cash equivalents, end of year	64,819	70,791
Supplemental disclosure for non-cash activities
Conversion of Series A, A-1 and B preferred stock to common stock in connection with initial public offering		224,521
Conversion of promissory and SAFE notes - related party		38,911
Stock issued for the acquisitions of Oppilan and Zomagen		$ 21,260
Unpaid private placement offering costs	$ 184

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating expenses:
Research and development (includes related party amounts of $883 and $1,234, respectively)	$ 87,738	$ 58,481
General and administrative (includes related party amounts of $0 and $124, respectively)	25,398	8,666
Total operating expenses	113,136	67,147
Loss from operations	(113,136)	(67,147)
Other (income) expense:
Interest income	(4,669)	(78)
Other (income) expense	(41)	51
Interest expense - related party		99
Change in fair value of notes and derivative - related party		11,051
Change in fair value of Series A tranche liability		5,476
Total other (income) expense	(4,710)	16,599
Net loss	(108,426)	(83,746)
Deemed dividend		(1,552)
Net loss attributable to common shareholders	(108,426)	(85,298)
Net loss	(108,426)	(83,746)
Unrealized loss on marketable securities	(1,023)	(69)
Foreign currency translation	(42)	11
Comprehensive loss	$ (109,491)	$ (83,804)
Net loss per share attributable to common shareholders, basic	$ (2.07)	$ (6.65)
Net loss per share attributable to common shareholders, diluted	$ (2.07)	$ (6.65)
Shares used to compute basic net loss per share attributable to common shareholders	52,471,003	12,825,598
Shares used to compute diluted net loss per share attributable to common shareholders	52,471,003	12,825,598

Organization and Business

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business

1. Organization and Business

Organization

Ventyx Biosciences, Inc. (“Ventyx” or “the Company”) is a clinical-stage pharmaceutical company developing a pipeline of novel small molecule product candidates to address a range of inflammatory diseases with significant unmet medical need. The Company was 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.

February 2021 Asset Acquisitions

On February 26, 2021, the Company closed a Series A and Series A-1 Convertible Preferred Stock financing for initial gross proceeds of $57.3 million. In connection with the financing the Company acquired the outstanding equity of Oppilan Pharma Ltd. (“Oppilan”) and Zomagen Biosciences Ltd. (“Zomagen”).

October 2021 Initial Public Offering

The Company’s registration statement on Form S-1 (“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. In 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 IPO, 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 (Note 8).

September 2022 Private Placement

On September 20, 2022, the Company issued and sold 5,350,000 shares of common stock through a private placement. The common stock had a purchase price of $33.00 per share for aggregate gross proceeds of approximately $176.6 million. The Company received approximately $165.2 million in net proceeds after deducting fees to the placement agents and offering expenses payable by the Company.

Liquidity and Capital Resources

The Company has experienced net losses since inception and, as of December 31, 2022, had an accumulated deficit of $226.2 million. From incorporation in November 2018 through December 31, 2022, the Company has devoted substantially all of its resources to organizing and staffing the Company, business planning, raising capital and identifying product candidates and conducting preclinical studies and clinical trial. Substantially all of the Company’s operations have been funded through debt and equity financings. The Company does not have any products approved for sale and has not generated any revenue from product sales.

At December 31, 2022, the Company had cash, cash equivalents, and marketable securities of $356.6 million. As of the date of filing this Annual Report on Form 10-K, the Company has access to and control over all its cash, cash equivalents and marketable securities, notwithstanding the closure of Silicon Valley Bank. Since the Company’s inception, the Company has incurred significant operating losses and, through the date of this report, has financed operations primarily through public offerings and private placements of our common stock, private placements of our convertible preferred stock and convertible debt instruments.

Management expects to incur net losses for the foreseeable future. There can be no assurance that the Company will ever earn revenues or achieve profitability, or if achieved, that they will be sustained on a continuing basis. In addition, the preclinical manufacturing and clinical development activities, as well as the commercialization of the Company’s products, if approved, will require significant additional financing. The Company may be unable to secure such financing when needed, or if available, such financings may be under terms that are unfavorable to the Company or the current stockholders. If the Company is unable to raise additional funds when needed, it may be required to delay, reduce the scope of, or eliminate development programs, which may adversely affect its business and operations.

Based on the Company’s current business plan, management believes that existing cash, cash equivalents, and marketable securities will be sufficient to fund the Company’s obligations for at least twelve months from the issuance of these consolidated financial statements. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments for the recovery and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 64,819	$ 70,791
Marketable securities	253,122	187,785
Prepaid expenses and other assets (includes related party amounts of $47 and $29, respectively)	12,747	4,444
Total current assets:	330,688	263,020
Property and equipment, net	407	254
Operating lease right-of-use assets	1,537
Marketable securities	38,672	28,148
Other long-term assets	96	60
Total assets	371,400	291,482
Current liabilities
Accounts payable	6,433	4,661
Accrued expenses (includes related party amounts of $64 and $175, respectively)	9,514	7,622
Current portion of operating lease liabilities	412
Total current liabilities	16,359	12,283
Operating lease liabilities, net of current portion	1,146
Total liabilities	17,505	12,283
Commitments and contingencies (Note 7)
Stockholders' equity:
Common stock, $0.0001 par value; 900,000,000 shares authorized at December 31, 2022 and December 31, 2021; 57,025,847 and 50,526,702 shares issued at December 31, 2022 and December 31, 2021, respectively; 56,980,845 and 50,408,830 shares outstanding at December 31, 2022 and December 31, 2021, respectively	6	5
Additional paid-in capital	581,237	397,051
Accumulated other comprehensive loss	(1,123)	(58)
Accumulated deficit	(226,225)	(117,799)
Total stockholders' equity	353,895	279,199
Total liabilities and stockholders' equity	$ 371,400	$ 291,482

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

15. 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, Ph.D., the Chief Executive Officer of the Company, and New Science Ventures ("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 acquisitions of Oppilan and Zomagen, the Company terminated the agreement with Kalika and transitioned the 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):


	Year ended December 31,
	2022		2021
Research and development - Kalika	$	—	$	112
Research and development - Bayside		883		1,122
Total research and development - related party	$	883	$	1,234
General and administrative - Kalika	$	—	$	124
Total general and administrative - related party	$	—	$	124

At December 31, 2022 and 2021, the Company had accounts payable and accrued expenses due to related parties of $0.1 million and $0.2 million, respectively. At December 31, 2022 and 2021, the Company had an immaterial amount of prepaid expenses to related parties.

Income Taxes - Schedule of Reconciliation of Federal Statutory Rate to Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory federal income tax rate	21.00%	21.00%
Convertible notes	0.00%	(4.10%)
IPR&D	0.00%	(5.40%)
Officers compensation limitation	(2.00%)	0.00%
Stock compensation	2.00%	0.00%
Research and development credits	2.10%	0.00%
Other	2.90%	(0.80%)
Valuation allowance	(26.00%)	(10.70%)
Effective income tax rate	0.00%	0.00%

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

16. Subsequent Events

Sales under ATM Sales Agreement

In February 2023, the Company issued and sold 1,176,470 shares of common stock through the Sales Agreement. The common stock had an average purchase price of $42.50 per share for aggregate gross proceeds of $50.0 million. The Company received approximately $48.4 million in net proceeds after deducting commissions and offering expenses payable by the Company.

Income Taxes - Schedule of Net Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S. net loss before income taxes	$ (52,073)	$ (59,154)
Foreign net loss before income taxes	(56,353)	(24,592)
Net loss	$ (108,426)	$ (83,746)

- Definition

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

+ References

+ Details

Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Stockholders' Equity

9. Stockholders’ Equity

In September 2022, the Company issued and sold 5,350,000 shares of its common stock in a private placement at an offering price of $33.00 per share for aggregate gross proceeds of approximately $176.6 million. The Company received $165.2 million in net proceeds after deducting fees to the placement agents and offering expenses payable by the Company.

Common Stock

The Company is authorized to issue up to 900,000,000 shares of common stock having a par value of $0.0001 par value as of December 31, 2022 and 2021. Holders of outstanding shares of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders. Prior to the Company’s IPO, the common stockholders were not entitled to vote on any amendment to the Second Amended and Restated Certificate of Incorporation that related solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled to vote thereon. Subject to the rights of the holders of any class of the Company’s capital stock having any preference or priority over common stock, the holders of common stock are entitled to receive dividends that are declared by the Company’s board of directors out of legally available funds.

Common stock reserved for future issuance is as follows (in common stock equivalents shares) as of December 31, 2022:


	December 31,
	2022
Issued and outstanding:
Stock options		7,592,856
Restricted stock awards		45,002
Restricted stock units		569,757
Authorized for future stock award grants:
2021 Equity Incentive Plan		1,195,138
2021 Employee Stock Purchase Plan		488,843
Total		9,891,596

2022 ATM Sales Agreement

In December 2022, the Company entered into an Open Market Sales AgreementSM (“Sales Agreement”) with Jefferies LLC (“Jefferies”), as sales agent, pursuant to which the Company could offer and sell in an at-the-market offering, from time to time through Jefferies, shares of common stock providing for aggregate sales proceeds of up to $150.0 million. The Company has no obligation to sell any shares under the Sales Agreement, and could at any time suspend solicitations and offers under the Sales Agreement. No sales had been made pursuant to the Sales Agreement as of December 31, 2022.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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+ Details

Acquisitions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2021	Dec. 31, 2021	Dec. 31, 2022
Business Acquisition [Line Items]
Common stock, shares issued		50,526,702	57,025,847
Common stock, par value		$ 0.0001	$ 0.0001
Excess of the cost of acquisition over net assets acquired	$ 21,694	$ 21,700
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	$ 1.86
Fair value of consideration provided	$ 14,000
Excess of the cost of acquisition over net assets acquired	$ 12,839
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	$ 2.87
Fair value of consideration provided	$ 7,800
Excess of the cost of acquisition over net assets acquired	$ 8,855
Zomagen \| Series A-1 Convertible Preferred Stock
Business Acquisition [Line Items]
Common stock, shares issued	2,003,768
Common stock, par value	$ 3.06

Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Number of Shares, Beginning Balance	6,010,490
Number of Shares, Granted	3,329,355
Number of Shares, Exercised	(959,066)
Number of Shares, Forfeited and cancelled	(787,923)
Number of Shares, Ending Balance	7,592,856	6,010,490
Number of Shares, Options vested and expected to vest	7,592,856
Number of Shares, Options exercisable	2,497,174
Weighted Average Exercise Price, Beginning balance	$ 6.83
Weighted Average Exercise Price, Granted	17.43
Weighted Average Exercise Price, Exercised	2.20
Weighted Average Exercise Price, Forfeited and cancelled	9.18
Weighted Average Exercise Price, ending balance	11.82	$ 6.83
Weighted Average Exercise Price, Options vested and expected to vest	11.82
Weighted Average Exercise Price, Options exercisable	$ 6.65
Weighted Average Contractual Term, Outstanding	8 years 8 months 26 days	9 years 3 months 7 days
Weighted Average Contractual Term,Options vested and expected to vest	8 years 8 months 26 days
Weighted Average Contractual Term, Options exercisable	8 years 2 months 26 days
Aggregate Intrinsic Value	$ 159,929	$ 78,630
Aggregate Intrinsic Value, Options vested and expected to vest	159,929
Aggregate Intrinsic Value, Options exercisable	$ 65,285

Stock-Based Compensation - Summary of Restricted Stock Award Activity (Details) - Restricted Stock Awards	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Beginning Balance \| shares	117,872
Number of Shares, Vested \| shares	(72,870)
Number of Shares, Ending Balance \| shares	45,002
Weighted Average Grant Date Fair Value, Beginning balance \| $ / shares	$ 2.80
Weighted Average Grant Date Fair Value, Vested \| $ / shares	2.41
Weighted Average Grant Date Fair Value, Ending balance \| $ / shares	$ 3.45

Employee Benefit Plan

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Employee Benefit Plan

13. Employee Benefit Plan

Effective March 1, 2021, the Company assumed a defined contribution 401(k) plan from a related party—Kalika Biosciences, Inc. ("Kalika") (Note 15) for employees who are at least 21 years of age. Employees are eligible to participate in the plan beginning on the first day of the calendar quarter following the date of hire. Under the terms of the plan, employees may make voluntary contributions as a percentage of compensation. No matching contributions were made by the Company as of December 31, 2021, since the adoption of the 401(k) plan.

In December 2021, the Company amended the 401(k) plan, effective February 15, 2022, and added a provision for an employer matching contribution in the amount of 50% of the first 8% of employee contributions to the 401(k) plan. In February 2022, the Company further amended the 401(k) plan, effective March 31, 2022, to adjust the vesting schedule related to the employer matching contributions. The vesting schedule for employer matching contributions was changed to a 3-year graded vesting schedule, with contributions vesting 35%, 70% and 100% at the ends of the first, second and third years of employment with the Company, respectively. Company contributions under the 401(k) plan were $0.2 million for the year ended December 31, 2022.

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, limitations on use description	The losses do not expire, but are limited to 80% utilization against taxable income.
Operating loss carryforwards, limitations on use percentage	80.00%
Unrecognized tax benefits	$ 1,208,000	$ 0
Unrecognized tax benefits that would impact effective tax rate	1,100,000
Interest and penalties	0	0
United Kingdom
Operating Loss Carryforwards [Line Items]
Pre-trading expenditures	$ 93,300,000	39,000,000.0
Expenditure incurred prior to trade commencing period	7 years
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	$ 27,900,000	$ 26,700,000
Federal \| Research and Development Tax Credits
Operating Loss Carryforwards [Line Items]
Tax credits carry forward amount	$ 4,100,000
Research and development tax credit carryforwards expiration year	2039
State \| Research and Development Tax Credits
Operating Loss Carryforwards [Line Items]
Tax credits carry forward amount	$ 1,400,000

Fair Value Measurements - Additional Information (Details)	Jun. 10, 2021 USD ($)	Feb. 26, 2021 USD ($) shares	Dec. 31, 2022 USD ($) MarketableSecurities	Dec. 31, 2021 USD ($) MarketableSecurities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value liabilities level 1 to level 2 to level 3 transfers amount			$ 0	$ 0
Available-for-sale marketable securities in an unrealized loss position \| MarketableSecurities			37
Available-for-sale marketable securities in an unrealized loss position \| MarketableSecurities			32	26
Available-for-sale marketable securities in an unrealized loss position greater than twelve months \| MarketableSecurities			5
Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Available-for-sale securities unrealized loss position			12 months	12 months
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, shares \| 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

Stock-Based Compensation - Schedule of Total Share Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	$ 16,570	$ 2,730
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	6,619	820
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	$ 9,951	$ 1,910

Convertible Preferred Stock

12 Months Ended

Dec. 31, 2022

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 year ended December 31, 2021. The deemed dividend is reflected on the face of the consolidated statement of operations and comprehensive loss for the year ended December 31, 2021 as a reduction to net loss to arrive at net loss attributable to common shareholders.

Series A Convertible Shares – Tranche Liability

The rights and preferences of the Series A Preferred Stock sold under the two tranches had the same rights and preferences. The Company concluded that these rights or obligations of the investors to participate in tranches 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 were legally detachable and separately exercisable from the Series A convertible preferred shares and (ii) the rights would 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 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 consolidated statement of operations and comprehensive loss for the year ended December 31, 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 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 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 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.

Conversion of Convertible Preferred Shares into Common Stock

In connection with the closing of the Company’s initial public offering in October 2021, all 12.5 million outstanding shares of Series A Preferred Stock, 18.8 million outstanding shares of Series A-1 Preferred Stock and 4.0 million shares of Series B Preferred Stock converted into an aggregate of 35.3 million shares of common stock.

Description of Securities

Prior to the Company’s IPO, the rights and preferences of the convertible preferred stock were as follows:

Dividends

The holders of then outstanding shares of Series A Preferred Stock and Series B Preferred Stock (“Senior Convertible Preferred Stock”) were 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 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 were not cumulative, and no right to dividends were to accrue to holders of Senior Convertible Preferred Stock by reason of the fact that dividends on said shares were not declared. The Company could not declare, pay or set aside any dividends on shares of Series A-1 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 Preferred Stock was $9.56 per share. No dividends were declared from the date of issuance of the convertible preferred shares through the initial public offering date in October 2021 when the convertible preferred shares converted into common stock.

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 were to 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 were to 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 could be made to the holders of Series A-1 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 were insufficient to pay the holders of shares of Senior Convertible Preferred Stock the full amount to which they were entitled, the holders of shares of Senior Convertible Preferred Stock would share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would have otherwise been 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, were to be distributed among the holders of the shares of Senior Convertible Preferred Stock, Series A-1 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 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 Preferred Stock were 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 was determined by dividing the applicable original issue price by the applicable conversion price in effect at the time of conversion, provided that such holder could waive such option to convert upon written notice to the Company. The conversion price was initially equal to $9.12, $12.66 and $9.56 per share for the Series A Preferred Stock, Series B Preferred Stock and Series A-1 Preferred Stock, respectively, and was subject to adjustment.

In the event of a liquidation, dissolution or winding up of the Company or a deemed liquidation event, the conversion rights would 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 Preferred Stock, provided that the foregoing termination of conversion rights did not affect the amount otherwise paid or payable to holders of Senior Convertible Preferred Stock and Series A-1 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 was 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 Preferred Stock would automatically be converted into shares of common stock, at the then effective conversion rate as calculated and (ii) such shares could 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 Preferred Stock was 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 Preferred Stock held by such holder was 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 Preferred Stock voted 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 Preferred Stock were not redeemable by any holder thereof.

Debt – Related Party

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt – Related Party

6. Debt – Related Party

Convertible Promissory Notes – Related Party

In August 2020, the Company and holders amended the then outstanding Convertible Notes with a principal amount due of $3.7 million to (i) extend the maturity dates to February 2022; (ii) remove interest requirements; (iii) amend the Change of Control feature (as specifically defined in the original Convertible Notes agreements); and (iv) add an optional conversion feature (the “Amended Notes”). The amended Change of Control feature required the Company to provide in a definitive acquisition agreement governing such event to provide that the holders would receive an aggregate of 69.75% of the proceeds that were otherwise payable or issuable to the Company equity holders in such event. The amended conversion feature allowed for, at the election of the holders, the right to convert the outstanding principal into an aggregate of 16,085,121 shares of fully paid and nonassessable shares of a newly created series of preferred stock of the Company, intended to represent 69.75% of the outstanding shares of capital stock of the Company on a fully-diluted basis.

The Company concluded that the amendment to the Convertible Notes in August 2020 represented an extinguishment. Given that the Holders of the Convertible Notes were a related party, the amendment was treated as a related party extinguishment of the original Convertible Notes and accounted for as a capital transaction. The Company recognized the difference between the carrying value of the notes as of the extinguishment date and the fair value post modification as a $1.4 million increase to additional paid-in capital during the year ended December 31, 2020.

The Company also evaluated the Amended Notes agreement for embedded features that might require bifurcation from the Amended Notes. The ability for each holder to elect to redeem the Amended Notes upon a change of control resulted in a change in control derivative liability feature that met the definition of a derivative and required bifurcation from the Amended Notes. The Company allocated a value of $1.0 million to the change in control derivative liability feature based on a probability assessment at the date of issuance as of the amendment date. The change in value of the Change of Control Derivative Liability – Related Party as a result of the extinguishment of $0.1 million was recorded as an increase to additional paid-in capital.

At each balance sheet date, the Company remeasured the fair value of the Change of Control Derivative Liability – Related Party, with changes in fair value recognized as a component of other income (expense) in the consolidated statements of operations and comprehensive loss. For the year ended December 31, 2020, the Company recorded an increase to the Change of Control Derivative Liability – Related Party of $16.8 million.

In February 2021, the Amended Notes converted into shares of the Company’s Series A-1 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 Amended Notes, even though a change of control, as defined in the Amended 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 year ended December 31, 2021 of $6.9 million based on the estimated fair value as of the extinguishment date (Note 3). Upon extinguishment and conversion, the difference between the fair value of the Amended 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 were related parties.

As of December 31, 2022 and 2021, the Company had no long-term debt outstanding.

Convertible SAFE Notes – Related Party

From January 2020 through July 2020, the Company received $2.8 million of advances from several related party investors. In August 2020, the Company amended the terms of the advances, resulting in the Company entering into multiple Simple Agreement for Future Equity arrangements with the same related party investors. The amendment was accounted for as a modification and the Company recorded the difference between the carrying value and the fair value of the notes of $0.2 million as an increase to additional paid-in capital at the date of modification, as the holders of the SAFE Notes were related parties. The modified terms of these SAFE Notes are included below, and collectively referred to as the “Convertible SAFE Notes”.

January 2020 SAFE

In January 2020, the Company raised $0.2 million by entering into a Simple Agreement for Future Equity (“January 2020 SAFE”) with certain related party investors. The January 2020 SAFE had no maturity date and bore no interest. The holders of the January 2020 SAFE had the right, at the election of the holders, together with the Amended Notes, to convert the January 2020 SAFE purchase amount and Amended Notes’ principal, into an aggregate of 16,085,121 shares of fully paid and nonassessable shares of a newly created series of preferred stock of the Company with a 1x liquidation preference.

Upon the occurrence of a sale of the Company or an IPO, each holder could elect to require the Company to provide in the definitive acquisition agreement governing such event to provide that the holders would receive an aggregate of 69.75% of the proceeds that were otherwise payable or issuable to the Company’s equity holders in such event. Upon an event of dissolution, the holders of the January 2020 SAFE could have received cash payment equal to the purchase amount.

The Company determined that the January 2020 SAFE was not legal form debt (i.e., no creditors’ rights) but allowed for redemption based upon certain events that were outside of the control of the Company. The January 2020 SAFE was classified as a marked-to-market liability pursuant to ASC 480, Distinguishing Liabilities from Equity. The January 2020 SAFE was measured at fair value at issuance and each reporting period, with changes in fair value recorded within the consolidated statements of operations and comprehensive loss (Note 3).

The January 2020 SAFE converted into 555,297 shares of the Company’s A-1 Convertible Preferred Stock issued in February 2021 in conjunction with the Oppilan and Zomagen acquisitions referred to in Note 5 above.

February 2020 SAFE

In February 2020, the Company entered into a Simple Agreement for Future Equity (“February 2020 SAFE”) with certain related parties that allowed for a series of advances and raised $1.3 million between February 2020 and April 2020. The February 2020 SAFE had no maturity date and bore no interest. The holders of the February 2020 SAFE had the right upon a financing to convert the purchase amount automatically into the type of stock issued in the financing at a per share conversion price equal to the lowest price paid by investors in the financing. The holders of the February 2020 SAFE had a right upon conversion of the Amended Notes to receive an aggregate of 784,341 shares of the existing Preferred Stock then authorized by the Company (“Equity Kicker”).

Upon the occurrence of a sale of the Company or an IPO, each holder could elect to redeem the February 2020 SAFE at a price equal to the purchase amount. Upon sale of the Company, in addition to receiving the purchase amount, each holder could have elected to receive the Equity Kicker or required the Company to provide in the definitive acquisition agreement governing such event to provide that the holders would receive an aggregate of 5.25% of the proceeds that were otherwise payable or issuable to the Company’s equity holders in such event. Upon an event of dissolution, the holders of the February 2020 SAFE could have received cash payment equal to the purchase amount.

The Company determined that the February 2020 SAFE was not legal form debt (i.e., no creditors’ rights) but allowed for redemption based upon certain events that were outside of the control of the Company. The February 2020 SAFE was classified as a marked-to-market liability pursuant to ASC 480, Distinguishing Liabilities from Equity. The February 2020 SAFE was measured at fair value, with changes in fair value recorded within the consolidated statements of operations and comprehensive loss (Note 3).

The February 2020 SAFE converted into 922,875 shares of the Company’s Series A-1 Preferred Stock issued in February 2021 in conjunction with the Oppilan and Zomagen acquisitions referred to in Note 5 above.

May 2020 SAFE

In May 2020, the Company entered into a Simple Agreement for Future Equity (“May 2020 SAFE”) with investors that allowed for a series of advances and raised $4.6 million between May 2020 and December 2020. The May 2020 SAFE had no maturity date and bore no interest. The holders of the May 2020 SAFE had the right to convert the purchase amount automatically into the type of stock issued in a qualified financing at a per share conversion price equal to the lowest price paid by investors in the financing.

Upon the occurrence of a sale of the Company or an IPO, each holder could elect to redeem the May 2020 SAFE at a price equal to purchase amount together with a premium equal to the purchase amount. Upon an event of dissolution, the holders of the May 2020 SAFE could have received cash payment equal to the purchase amount.

The Company determined that the May 2020 SAFE was not legal form debt (i.e., no creditors’ rights) but allowed for redemption based upon certain events that were outside of the control of the Company. The May 2020 SAFE was classified as a marked-to-market liability pursuant to ASC 480, Distinguishing Liabilities from Equity. The May 2020 SAFE was measured at fair value, with changes in fair value recorded within the consolidated statements of operations and comprehensive loss (Note 3).

The May 2020 SAFE converted into 962,423 shares of the Company’s Series A-1 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 Simple Agreement for Future Equity (“January 2021 SAFE”) with certain related party investors. The January 2021 SAFE had no maturity date and bore no interest. The holders of the January 2021 SAFE had the right to convert the purchase amount automatically into the type of stock issued in a qualified financing at a per share conversion price equal to the lowest price paid by investors in the financing.

Upon the occurrence of a sale of the Company or an IPO, each holder could elect to redeem the January 2021 SAFE at a price equal to the purchase amount together with a premium equal to the purchase amount. Upon an event of dissolution, the holders of the January 2021 SAFE could have received cash payment equal to the purchase amount.

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 were 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 SAFE was measured at fair value, with changes in fair value recorded within the consolidated statements of operations and comprehensive loss (Note 3).

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

In connection with the closing of the initial public offering, the 2,440,595 and 49,346 outstanding shares of Series A-1 Preferred Stock and Series A Preferred Stock, respectively, associated with the Convertible SAFE Notes converted into 2,489,941 shares of common stock. See Note 1 above for a description of the IPO.

- 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
-URI https://asc.fasb.org/topic&trid=2208564

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 https://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
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://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 https://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)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

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

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

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 https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Financial Assets & Liabilities Measured At Fair Value On Recurring Basis

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):


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents
Money market fund	$	22,721	$	—	$	—	$	22,721
Total cash equivalents		22,721		—		—		22,721
Marketable securities
U.S. Treasury securities		39,567		—		—		39,567
U.S. government agency securities		—		74,979		—		74,979
Corporate debt securities		—		2,990		—		2,990
Commercial paper		—		171,866		—		171,866
Asset backed securities		—		2,392		—		2,392
Total marketable securities		39,567		252,227		—		291,794
Total assets	$	62,288	$	252,227	$	—	$	314,515


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents
Money market fund	$	23,712	$	—	$	—	$	23,712
Corporate debt securities		—		975		—		975
Commercial paper		—		34,248		—		34,248
Total cash equivalents		23,712		35,223		—		58,935
Marketable securities
U.S. Treasury securities		28,148		—		—		28,148
Corporate debt securities		—		4,039		—		4,039
Commercial paper		—		176,735		—		176,735
Asset backed securities		—		7,011		—		7,011
Total marketable securities		28,148		187,785		—		215,933
Total assets	$	51,860	$	223,008	$	—	$	274,868

Summary of Available For Sale Marketable Securities By Type Of Security

As of December 31, 2022 and 2021, the fair value of the Company’s available-for-sale marketable securities by type of security was as follows (in thousands):


	December 31, 2022
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gain		Loss			Value
Marketable securities:
U.S. Treasury securities	$	39,989	$	—	$	(422	)	$	39,567
U.S. government agency securities		75,337		—		(358	)		74,979
Corporate debt securities		3,005		—		(15	)		2,990
Commercial paper		172,162		20		(316	)		171,866
Asset backed securities		2,393		—		(1	)		2,392
Total marketable securities	$	292,886	$	20	$	(1,112	)	$	291,794


	December 31, 2021
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gain		Loss			Value
Marketable securities:
U.S. Treasury securities	$	28,204	$	—	$	(56	)	$	28,148
Corporate debt securities		4,042		—		(3	)		4,039
Commercial paper		176,742		17		(24	)		176,735
Asset backed securities		7,014		—		(3	)		7,011
Total marketable securities	$	216,002	$	17	$	(86	)	$	215,933

Summary of Activity of Level 3 Liability

The following table summarizes the activity of this Level 3 liability during the year ended December 31, 2021 (in thousands):


	Change of Control			Convertible
	Derivative			SAFE			Series A
	Liability - Related			Notes - Related			Tranche
	Party			Party			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 December 31, 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

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Total Share Based Compensation Expense

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


	Year ended December 31,
	2022		2021
Research and development	$	6,619	$	820
General and administrative		9,951		1,910
Total stock-based compensation expense	$	16,570	$	2,730

Summary of Stock Option Activity

The following table summarizes stock option activity for the year ended December 31, 2022:


						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number			Exercise		Contractual		Intrinsic
	of Shares			Price		Term		Value
						(in years)		(in thousands)
Outstanding as of December 31, 2021		6,010,490		$	6.83		9.27	$	78,630
Granted		3,329,355			17.43
Exercised		(959,066	)		2.20
Forfeited and cancelled		(787,923	)		9.18
Outstanding as of December 31, 2022		7,592,856		$	11.82		8.74	$	159,929
Options vested and expected to vest as of December 31, 2022		7,592,856		$	11.82		8.74	$	159,929
Options exercisable as of December 31, 2022		2,497,174		$	6.65		8.24	$	65,285

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 Plans during the periods presented:


	Year ended December 31,
	2022		2021
Risk-free interest rate	0.9% - 4.4%		0.7% - 1.3%
Expected volatility	67.9% - 75.0%		75.0% - 80.0%
Expected term (in years)	0.3 - 10.0		5.0 - 10.0
Expected dividend yield		—		—

Summary of Restricted Stock Award Activity

The following table summarizes restricted stock award activity for the year ended December 31, 2022:


				Weighted
				Average
				Grant Date
	Number			Fair Value
	of Shares			Per Share
Unvested balance as of December 31, 2021		117,872		$	2.80
Vested		(72,870	)		2.41
Unvested balance as of December 31, 2022		45,002		$	3.45

Summary of Restricted Stock Unit Activity

The following table summarizes restricted stock unit activity for the year ended December 31, 2022:


				Weighted
				Average
				Grant Date
	Number			Fair Value
	of Shares			Per Share
Balance as of December 31, 2021		675,679		$	14.78
Granted		63,000			24.56
Vested		(168,922	)		14.78
Unvested balance as of December 31, 2022		569,757		$	15.86

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2022

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):


	Year ended December 31,
	2022		2021
Research and development - Kalika	$	—	$	112
Research and development - Bayside		883		1,122
Total research and development - related party	$	883	$	1,234
General and administrative - Kalika	$	—	$	124
Total general and administrative - related party	$	—	$	124

Consolidated Balance Sheet Details

12 Months Ended

Dec. 31, 2022

Consolidated Balance Sheet [Abstract]

Consolidated Balance Sheet Details

4. Consolidated Balance Sheet Details

Property and Equipment, net

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


	December 31,
	2022			2021
Internal-use software	$	188		$	—
Laboratory equipment		142			134
Furniture and fixtures		104			98
Computer hardware and software		68			46
Property and equipment, gross		502			278
Less: accumulated depreciation		(95	)		(24	)
Property and equipment, net	$	407		$	254

During the year ended December 31, 2022, depreciation expense was approximately $0.1 million. Depreciation expense for the year ended December 31, 2021 was an immaterial amount.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	December 31,
	2022		2021
Accrued research and development costs	$	2,450	$	3,893
Accrued clinical trial costs		1,235		1,025
Accrued payroll liabilities		4,208		2,373
Other accrued liabilities		1,557		156
Accrued related party liabilities		64		175
Total accrued expenses	$	9,514	$	7,622

Fair Value Measurements - Summary of Available For Sale Marketable Securities By Type Of Security (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	$ 292,886	$ 216,002
Gross Unrealized Gain	20	17
Gross Unrealized Loss	(1,112)	(86)
Fair Value	291,794	215,933
U S Treasury Securities
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	39,989	28,204
Gross Unrealized Loss	(422)	(56)
Fair Value	39,567	28,148
U.S. government agency securities
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	75,337
Gross Unrealized Loss	(358)
Fair Value	74,979
Corporate Debt Securities
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	3,005	4,042
Gross Unrealized Loss	(15)	(3)
Fair Value	2,990	4,039
Commercial Paper
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	172,162	176,742
Gross Unrealized Gain	20	17
Gross Unrealized Loss	(316)	(24)
Fair Value	171,866	176,735
Asset Backed Securities
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	2,393	7,014
Gross Unrealized Loss	(1)	(3)
Fair Value	$ 2,392	$ 7,011

Leases - Additional Information (Details) $ in Thousands	1 Months Ended				12 Months Ended
Leases - Additional Information (Details) $ in Thousands	May 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021 Room	Dec. 31, 2022 USD ($)	Jan. 01, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Lease expiration date		Jun. 30, 2026	Jun. 30, 2026	Jun. 30, 2024
Operating lease right-of-use assets					$ 1,537	$ 1,400
Operating lease liabilities					$ 1,558	$ 1,400
Termination, description					The leases contain various termination options.
Lessee, Operating Lease, Existence of Option to Terminate [true false]					true
Operating lease, weighted average remaining lease term					3 years 4 months 24 days
Operating lease, weighted average discount rate					9.00%
Operating lease costs					$ 500
Variable lease costs					100
Operating lease payments					$ 500
Minimum
Lessee, Lease, Description [Line Items]
Lease, remaining term					2 years
Maximum
Lessee, Lease, Description [Line Items]
Lease, remaining term					4 years
Laboratory \| Belgium
Lessee, Lease, Description [Line Items]
Lease, term of contract				3 years
Office Space
Lessee, Lease, Description [Line Items]
Lease, renewal term				2 years
Number of lab lease \| Room				2
Office Space \| Belgium
Lessee, Lease, Description [Line Items]
Lease, term of contract				3 years
Office Space \| California
Lessee, Lease, Description [Line Items]
Lease expiration date	Jun. 30, 2026
Lease commencement date	Jun. 01, 2022
Operating lease right-of-use assets					$ 500
Operating lease liabilities					$ 500

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

14. Income Taxes

Income tax expense for both domestic and foreign operations was immaterial for the years ended December 31, 2022 and 2021. We included income tax expense in other (income) expense in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2022 and 2021.

The amount of net loss before provision for income taxes for the years ended December 31, 2022 and 2021 is as follows (in thousands):


	Year ended December 31,
	2022			2021
U.S. net loss before income taxes	$	(52,073	)	$	(59,154	)
Foreign net loss before income taxes		(56,353	)		(24,592	)
Net loss before income taxes	$	(108,426	)	$	(83,746	)

A reconciliation of the federal statutory rate to the effective tax rate for loss from continuing operations for the years ended December 31, 2022 and 2021 is as follows:


	Year ended December 31,
	2022			2021
% of pre-tax loss:
Statutory federal income tax rate		21.0	%		21.0	%
Convertible notes		0.0	%		-4.1	%
IPR&D		0.0	%		-5.4	%
Officers compensation limitation		-2.0	%		0.0	%
Stock compensation		2.0	%		0.0	%
Research and development credits		2.1	%		0.0	%
Other		2.9	%		-0.8	%
Valuation allowance		-26.0	%		-10.7	%
Effective income tax rate		0.0	%		0.0	%

Significant components of the deferred tax balances at December 31, 2022 and 2021 are presented below (in thousands):


	December 31,
	2022			2021
Deferred tax assets:
Net operating losses	$	29,180		$	15,362
Stock compensation		1,995			445
Research and development credits		4,096			—
Research and development expenses		8,036			—
Unrealized loss on marketable securities		229			—
Other		1,777			737
Total gross deferred tax assets		45,313			16,544
Valuation allowance		(44,997	)		(16,541	)
Total deferred tax assets, net		316			3
Deferred tax liabilities:
Property and equipment		(10	)		(3	)
Operating lease right-of-use assets		(306	)		—
Total deferred tax liabilities		(316	)		(3	)
Net deferred tax assets	$	—		$	—

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company maintains a valuation allowance for its net deferred tax assets due to the uncertainty that such assets will be realized and evaluates the recoverability of its deferred tax assets on at least an annual basis. The Company has determined that its deferred tax assets are not realizable due to a lack of certainty regarding projected future profits.

For the years ended December 31, 2022 and 2021, the Company had federal net operating loss (“NOL”) carryforwards of $27.9 million and $26.7 million, respectively. The losses do not expire, but are limited to 80% utilization against taxable income. For the years ended December 31, 2022 and 2021, the Company had United Kingdom (“U.K.”) pre-trading expenditures of approximately $93.3 million and $39.0 million, respectively. Tax relief for pre-trading expenditures is generally limited to the expenditures incurred in the seven years prior to trade commencing.

Due to the Company's history of losses and uncertainty regarding future earnings, a valuation allowance has been recorded against the Company's deferred tax assets, as it is not more likely than not that such assets will be realized.

Pursuant to Internal Revenue Code (“IRC”) of 1986, as amended specifically IRC Section 382, the Company’s ability to use U.S. net operating loss carryforwards to offset future taxable income is limited if the Company experiences a cumulative change in ownership of more than 50% within a three-year testing period. The Company has not completed an ownership change analysis pursuant to IRC Section 382 as of December 31, 2022. If ownership changes within the meaning of IRC Section 382 are identified as having occurred, the amount of remaining net operating loss carryforwards available to offset future taxable income and income tax expense in future years may be significantly restricted.

As of December 31, 2022, the Company had federal research and development tax credits of $4.1 million, that will begin to expire in 2039. At December 31, 2022, the Company had state research and development credits of $1.4 million, that do not expire.

A reconciliation of the beginning and ending amount of unrecognized tax benefits for the year ended December 31, 2022 is as follows (in thousands):


	December 31,
	2022
Balance at beginning of period	$	—
Increase related to prior year tax positions		348
Increase related to current year tax positions		860
Balance at end of period	$	1,208

As of December 31, 2021, there were no significant unrecognized tax benefits. The Company accounts for its unrecognized tax benefits in accordance with ASC 740. The Company’s policy is to recognize interest and penalties that would be assessed in relation to the settlement value of unrecognized tax benefits as a component of income tax expense. At December 31, 2022 and 2021, the Company did not recognize any interest and penalties. The amount of unrecognized tax benefit, if recognized and realized, that would affect the effective tax rate is $1.1 million as of December 31, 2022. The Company does not expect there would be unrecognized tax benefits that will significantly increase or decrease within 12 months of the reporting date.

The Company is not currently under tax examination in any tax jurisdiction. The Company’s tax years from inception are subject to examination in the U.S. and in the U.K. due to historical losses and tax attributes.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Acquisitions - Summary of Determination of Purchase Price and Related Charge to IPR&D (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2021	Dec. 31, 2021
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	228
Purchase price	21,837
Acquired IPR&D	21,694	$ 21,700
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	141
Purchase price	14,009
Acquired IPR&D	12,839
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	87
Purchase price	7,828
Acquired IPR&D	$ 8,855

Leases - Summary of Supplemental Cash Flow Information Related to Operating Leases (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Noncash Activity [Abstract]
Right-of-use assets obtained in exchange for operating lease liabilities in connection with adoption of new lease standard	$ 1,384
Right-of-use assets obtained in exchange for operating lease liabilities	$ 508

Employee Benefit Plan - Additional Information (Details) - Kalika Biosciences, Inc. - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Defined Contribution Plan Disclosure [Line Items]
Employee benefit plan, description		401(k) plan
Matching Contribution made by company	$ 0
Employer matching contribution percent of match		50.00%
Defined contribution plan employer matching contribution percent		8.00%
Defined contribution plan employers matching contribution vesting percentage for first year		35.00%
Defined contribution plan employers matching contribution vesting percentage for second year		70.00%
Defined contribution plan		$ 200,000
Defined contribution plan employers matching contribution vesting percentage for third year		100.00%

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

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:


	Year ended December 31,
	2022			2021
(in thousands, except share and per share amounts)
Numerator:
Net loss	$	(108,426	)	$	(83,746	)
Deemed dividend		—			(1,552	)
Net loss attributable to common shareholders	$	(108,426	)	$	(85,298	)
Denominator:
Weighted average shares of common stock outstanding, basic and diluted		52,471,003			12,825,598
Basic and diluted net loss per share attributable to common shareholders	$	(2.07	)	$	(6.65	)

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


	Year ended December 31,
	2022		2021
Shares issuable upon exercise of stock options		7,592,856		6,010,490
Unvested restricted stock units		569,757		675,679
Unvested restricted stock awards		45,002		117,872
Shares purchasable under the 2021 Employee Stock Purchase Plan		11,294		8,281
Total		8,218,909		6,812,322

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

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 fair value hierarchy is as follows:

Level 1: Quote 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.


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents
Money market fund	$	22,721	$	—	$	—	$	22,721
Total cash equivalents		22,721		—		—		22,721
Marketable securities
U.S. Treasury securities		39,567		—		—		39,567
U.S. government agency securities		—		74,979		—		74,979
Corporate debt securities		—		2,990		—		2,990
Commercial paper		—		171,866		—		171,866
Asset backed securities		—		2,392		—		2,392
Total marketable securities		39,567		252,227		—		291,794
Total assets	$	62,288	$	252,227	$	—	$	314,515


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents
Money market fund	$	23,712	$	—	$	—	$	23,712
Corporate debt securities		—		975		—		975
Commercial paper		—		34,248		—		34,248
Total cash equivalents		23,712		35,223		—		58,935
Marketable securities
U.S. Treasury securities		28,148		—		—		28,148
Corporate debt securities		—		4,039		—		4,039
Commercial paper		—		176,735		—		176,735
Asset backed securities		—		7,011		—		7,011
Total marketable securities		28,148		187,785		—		215,933
Total assets	$	51,860	$	223,008	$	—	$	274,868

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 or other observable market data for identical or similar securities. During the years ended December 31, 2022 and 2021, there were no transfers between Level 1, Level 2 and Level 3.

As of December 31, 2022 and 2021, the fair value of the Company’s available-for-sale marketable securities by type of security was as follows (in thousands):


	December 31, 2022
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gain		Loss			Value
Marketable securities:
U.S. Treasury securities	$	39,989	$	—	$	(422	)	$	39,567
U.S. government agency securities		75,337		—		(358	)		74,979
Corporate debt securities		3,005		—		(15	)		2,990
Commercial paper		172,162		20		(316	)		171,866
Asset backed securities		2,393		—		(1	)		2,392
Total marketable securities	$	292,886	$	20	$	(1,112	)	$	291,794


	December 31, 2021
			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gain		Loss			Value
Marketable securities:
U.S. Treasury securities	$	28,204	$	—	$	(56	)	$	28,148
Corporate debt securities		4,042		—		(3	)		4,039
Commercial paper		176,742		17		(24	)		176,735
Asset backed securities		7,014		—		(3	)		7,011
Total marketable securities	$	216,002	$	17	$	(86	)	$	215,933

All of the Company’s marketable securities as of December 31, 2022 have maturity dates of three years or less.

The Company reviews its marketable securities at each reporting date to determine if any security is other-than-temporarily impaired, which would require the Company to record an impairment charge in that respective period. In making this judgment, the Company considers the intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value and the duration and extent that the market value has been less than cost.

As of December 31, 2022, 37 available-for-sale marketable securities were in an unrealized loss position. Of the 37 available-for-sale marketable securities in an unrealized loss position, 32 had been in an unrealized loss position for less than 12 months and 5 had been

in an unrealized loss position for greater than 12 months. The Company evaluated the securities individually for other-than-temporary impairment and considered the unrealized losses to be temporary in nature as the Company has no intent to sell these securities and it is not more likely than not that the Company will be required to sell these investments before recovery of their amortized cost basis. Additionally, each security remained at a high credit quality rating. The decline in market value was primarily attributable to an increase in interest rates during the year ended December 31, 2022. As such, the Company has classified the losses as temporary in nature.

At December 31, 2021, there were 26 available-for-sale marketable securities in an unrealized loss position, all of which had been in an unrealized loss position for less than 12 months, and the unrealized losses of each security were immaterial individually and in the aggregate.

Between February 2019 and December 2019, the Company issued convertible promissory notes (“Convertible Notes”) to certain related parties and amended the Convertible Notes in August 2020 (Note 6). The Convertible 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 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 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 during the year ended December 31, 2021 (in thousands):


	Change of Control			Convertible
	Derivative			SAFE			Series A
	Liability - Related			Notes - Related			Tranche
	Party			Party			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 December 31, 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

Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Jan. 01, 2019
Accounts Payable and Accrued Expenses
Related Party Transaction [Line Items]
Due to Related Parties	$ 0.1	$ 0.2
Kalika \| Raju Mohan, Ph.D and NSV \| 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.

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Subparagraph (SX 210.13-02(a)(5))
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

+ Details

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2022

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 was 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		141		87			228
Purchase price		14,009		7,828			21,837
Acquired IPR&D	$	12,839	$	8,855		$	21,694

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Summary of Supplemental Cash Flow Information Related to Operating Leases

Supplemental cash flow information related to operating leases for the year ended December 31, 2022 is as follows (in thousands):


	Year ended
	December 31,
	2022
Noncash activity:
Right-of-use assets obtained in exchange for operating lease liabilities in connection with adoption of new lease standard	$	1,384
Right-of-use assets obtained in exchange for operating lease liabilities	$	508

Summary of Right-of-use Assets and Lease Liabilities

The Company’s right-of-use assets and lease liabilities were as follows at December 31, 2022 (in thousands):


	December 31,
	2022
Assets:
Operating lease right-of-use assets	$	1,537
Liabilities:
Current portion of operating lease liabilities		412
Operating lease liabilities, net of current portion		1,146
Total lease liabilities	$	1,558

Summary of Future Minimum Payments under Non-cancellable Leases

Future minimum payments under non-cancellable leases as of December 31, 2022 were as follows (in thousands):


Years ending December 31,
2023	$	531
2024		517
2025		502
2026		255
Total future minimum lease payments		1,805
Less: imputed interest		(247	)
Present value of lease liabilities		1,558
Less: lease liabilities, current		(412	)
Lease liabilities, net of current portion	$	1,146

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

10. Leases

In February 2021, the Company assumed an operating lease in Encinitas, California for its office facilities, and in June 2021 the Company signed an amendment to add an additional term and additional suites in the office building in Encinitas, California. This non-cancellable lease expires on June 30, 2026. In September 2021, the Company executed an operating lease which adds existing office space in its existing building in Encinitas, California. The non-cancellable lease also expires on June 30, 2026.

In May 2022, the Company entered into a lease agreement to add office space to its existing lease in Encinitas, California. The non-cancellable lease commenced on June 1, 2022 and expires on June 30, 2026. The Company recognized operating lease liabilities of approximately $0.5 million and corresponding operating lease right-of-use assets of approximately $0.5 million on the consolidated balance sheet as of December 31, 2022. The office building leases do not contain renewal options.

In March 2021, the Company signed a three-year operating lease for a multi-function ventilated research laboratory and office space in Ghent, Belgium. The non-cancellable lease expires on June 30, 2024. This laboratory and office space lease includes two, two-year renewal options.

The Company’s leases have remaining terms ranging between two years to four years. The leases contain various termination options. The Company leases do not contain any residual value guarantees or material restrictive covenants.

The weighted average remaining lease term and discount rate for the Company’s operating leases were approximately 3.4 years and 9.0%, respectively, at December 31, 2022.

During the year ended December 31, 2022, the Company recognized operating lease costs of $0.5 million and $0.1 million of variable lease costs during the period. In addition, the Company made cash payments of $0.5 million for operating leases during the year ended December 31, 2022, which are included in cash flows from operating activities in the consolidated statements of cash flows.

Supplemental cash flow information related to operating leases for the year ended December 31, 2022 is as follows (in thousands):


	Year ended
	December 31,
	2022
Noncash activity:
Right-of-use assets obtained in exchange for operating lease liabilities in connection with adoption of new lease standard	$	1,384
Right-of-use assets obtained in exchange for operating lease liabilities	$	508

The Company’s right-of-use assets and lease liabilities were as follows at December 31, 2022 (in thousands):


	December 31,
	2022
Assets:
Operating lease right-of-use assets	$	1,537
Liabilities:
Current portion of operating lease liabilities		412
Operating lease liabilities, net of current portion		1,146
Total lease liabilities	$	1,558

Future minimum payments under non-cancellable leases as of December 31, 2022 were as follows (in thousands):


Years ending December 31,
2023	$	531
2024		517
2025		502
2026		255
Total future minimum lease payments		1,805
Less: imputed interest		(247	)
Present value of lease liabilities		1,558
Less: lease liabilities, current		(412	)
Lease liabilities, net of current portion	$	1,146

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2022

Stockholders' Equity Note [Abstract]

Schedule of Common Stock Reserved for Future Issuance

Common stock reserved for future issuance is as follows (in common stock equivalents shares) as of December 31, 2022:


	December 31,
	2022
Issued and outstanding:
Stock options		7,592,856
Restricted stock awards		45,002
Restricted stock units		569,757
Authorized for future stock award grants:
2021 Equity Incentive Plan		1,195,138
2021 Employee Stock Purchase Plan		488,843
Total		9,891,596

Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Research and development expenses related party	$ 883	$ 1,234
General and administrative expenses with related party	$ 0	$ 124

Related Party Transactions - Summary of Expense Recognized Under the Related Party (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Research and Development
Related Party Transaction [Line Items]
Expense recognized under related party	$ 883	$ 1,234
Research and Development \| Kalika
Related Party Transaction [Line Items]
Expense recognized under related party		112
Research and Development \| Bayside
Related Party Transaction [Line Items]
Expense recognized under related party	$ 883	1,122
General and Administrative
Related Party Transaction [Line Items]
Expense recognized under related party		124
General and Administrative \| Kalika
Related Party Transaction [Line Items]
Expense recognized under related party		$ 124

Net Loss Per Share - Schedule of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from calculation of diluted net loss per share	8,218,909	6,812,322
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	7,592,856	6,010,490
Unvested Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from calculation of diluted net loss per share	569,757	675,679
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	45,002	117,872
Shares purchasable under the 2021 Employee Stock Purchase Plan
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from calculation of diluted net loss per share	11,294	8,281

Convertible Preferred Stock - Additional Information (Details) - USD ($)				12 Months Ended
	Sep. 09, 2021	Jun. 10, 2021	Feb. 26, 2021	Dec. 31, 2022	Dec. 31, 2021	Oct. 21, 2021
Class Of Stock [Line Items]
Gross proceeds received from various related party investors					$ 164,221,000
Change in fair value of Series A tranche liability					(5,476,000)
Dividends declared				$ 0
Initial Public Offering
Class Of Stock [Line Items]
Preferred stock, issue price						$ 16.00
Common Stock \| Initial Public Offering
Class Of Stock [Line Items]
Preferred stock outstanding shares converted						35,300,000
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 \| Initial Public Offering
Class Of Stock [Line Items]
Preferred stock shares outstanding						12,500,000
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 \| Initial Public Offering
Class Of Stock [Line Items]
Preferred stock shares outstanding						18,800,000
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
Dividend rate				8.00%
Series B Convertible Preferred Stock \| Initial Public Offering
Class Of Stock [Line Items]
Preferred stock shares outstanding						4,000,000.0
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
Series B Convertible Preferred Stock \| Common Stock \| Initial Public Offering
Class Of Stock [Line Items]
Preferred stock outstanding shares converted						35,300,000

Consolidated Balance Sheet Details - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 502	$ 278
Less: accumulated depreciation	(95)	(24)
Property and equipment, net	407	254
Internal-use Software
Property Plant And Equipment [Line Items]
Property and equipment, gross	188
Laboratory Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	142	134
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	104	98
Computer Hardware and Software
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 68	$ 46

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Net Loss Before Provision for Income Taxes

The amount of net loss before provision for income taxes for the years ended December 31, 2022 and 2021 is as follows (in thousands):


	Year ended December 31,
	2022			2021
U.S. net loss before income taxes	$	(52,073	)	$	(59,154	)
Foreign net loss before income taxes		(56,353	)		(24,592	)
Net loss before income taxes	$	(108,426	)	$	(83,746	)

Schedule of Reconciliation of Federal Statutory Rate to Effective Tax Rate

A reconciliation of the federal statutory rate to the effective tax rate for loss from continuing operations for the years ended December 31, 2022 and 2021 is as follows:


	Year ended December 31,
	2022			2021
% of pre-tax loss:
Statutory federal income tax rate		21.0	%		21.0	%
Convertible notes		0.0	%		-4.1	%
IPR&D		0.0	%		-5.4	%
Officers compensation limitation		-2.0	%		0.0	%
Stock compensation		2.0	%		0.0	%
Research and development credits		2.1	%		0.0	%
Other		2.9	%		-0.8	%
Valuation allowance		-26.0	%		-10.7	%
Effective income tax rate		0.0	%		0.0	%

Schedule of Significant Components of Deferred Tax

Significant components of the deferred tax balances at December 31, 2022 and 2021 are presented below (in thousands):


	December 31,
	2022			2021
Deferred tax assets:
Net operating losses	$	29,180		$	15,362
Stock compensation		1,995			445
Research and development credits		4,096			—
Research and development expenses		8,036			—
Unrealized loss on marketable securities		229			—
Other		1,777			737
Total gross deferred tax assets		45,313			16,544
Valuation allowance		(44,997	)		(16,541	)
Total deferred tax assets, net		316			3
Deferred tax liabilities:
Property and equipment		(10	)		(3	)
Operating lease right-of-use assets		(306	)		—
Total deferred tax liabilities		(316	)		(3	)
Net deferred tax assets	$	—		$	—

Schedule of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits for the year ended December 31, 2022 is as follows (in thousands):


	December 31,
	2022
Balance at beginning of period	$	—
Increase related to prior year tax positions		348
Increase related to current year tax positions		860
Balance at end of period	$	1,208

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (“SEC”). The presentation of the Company’s consolidated financial statements as of and for the years ended December 31, 2022 and 2021 reflect the financial results of Ventyx Biosciences, Inc. and its acquired wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
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. Significant estimates include, but are not limited to, estimates related to clinical trial prepaids and accruals, estimates related to prepaid and accrued research and development costs, fair value estimates related to available-for-sale marketable securities, estimates related to the measurement of operating lease right-of-use assets and operating lease liabilities, and determinations of the fair value of stock-based awards. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates.
Risks and Uncertainties	Risks and Uncertainties The global COVID-19 pandemic and the related variants continue to rapidly evolve. The extent of the impact of the COVID-19 pandemic on the Company’s business, operations and clinical development timelines and plans remains uncertain, and will depend on certain developments, including the duration and spread of the outbreak and its impact on the Company’s operations and those of the Company’s CROs, third-party manufacturers and other third parties with whom the Company does business, as well as its potential impact on regulatory authorities and the Company’s ability to attract and retain key scientific and management personnel. The Company is conducting business as usual, with necessary or advisable modifications, and management has modified business practices, including but not limited to, modifying employee travel and allowing office employees to work remotely. Management will continue to actively monitor the rapidly evolving situation related to COVID-19. The Company may take further actions that alter its operations, including those that may be required by federal, state or local authorities, or that management determines are in the best interests of employees and other third parties with whom the Company does business. In addition, economic uncertainty in various global markets, including the U.S. and Europe, caused by political instability and conflict, such as the ongoing conflict in Ukraine, and economic challenges caused by the COVID-19 pandemic, have led to market disruptions, including significant volatility in commodity prices, credit and capital market instability and supply chain interruptions, which have caused record inflation globally. The Company’s business, financial condition and results of operations could be materially and adversely affected by further negative impact on the global economy and capital markets resulting from these global economic conditions, particularly if such conditions are prolonged or worsen. Although, to date, the Company has not been materially impacted by these global economic and geopolitical conditions, it is impossible to predict the extent to which operations will be impacted in the short and long term, or the ways in which such instability could impact business and results of operations. The extent and duration of these market disruptions, whether as a result of the military conflict between Russia and Ukraine and effects of the Russian sanctions, geopolitical tensions, record inflation or otherwise, are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this report.
Segments	Segments Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker, the Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment.
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 are stated at fair value and have consisted of money market accounts, corporate debt securities and commercial paper.
Investments in Marketable Securities, Available-for-Sale	Investments in Marketable Securities, Available-for-Sale The Company maintains a portfolio of investments which have included U.S. Treasury securities, U.S. government agency securities, corporate debt securities, commercial paper and asset-backed securities (“ABS”). The Company’s investments in marketable securities are available-for-sale securities and the marketable securities are reported at fair value. Investments in marketable securities with contractual maturities less than 12 months at the balance sheet date are considered short-term investments. Those investments in marketable securities with contractual maturities of 12 months or greater at the balance sheet date are considered long-term investments. 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 within the consolidated statements 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 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.
Property and Equipment	Property and Equipment The Company records property and equipment, which consists of laboratory equipment, furniture and fixtures, computer hardware and software and internal-use software, at cost less accumulated depreciation. Property and equipment is depreciated using the straight-line method over the estimated useful lives which ranges from three to seven years. The Company follows Accounting Standards Codification (“ASC”) 350-40, Intangibles-Goodwill and Other, Internal-Use Software, (“ASC 350-40”) to account for development costs incurred for the costs of computer software obtained for internal use. ASC 350-40 requires such costs to be capitalized once certain criteria are met. Capitalized internal-use software costs are primarily comprised of direct labor, related expenses and initial software licenses. ASC 350-40 includes specific guidance on costs not to be capitalized, such as overhead, general and administrative and training costs. Internal-use software includes software utilized for cloud-based solutions as well as software for internal systems and tools. Costs are capitalized once the project is defined, funding is committed and it is confirmed the software will be used for its intended purpose. Capitalization of these costs concludes once the project is substantially complete and the software is ready for its intended purpose. Post-configuration training and maintenance costs are expensed as incurred. During the year ended December 31, 2022, the Company capitalized $0.2 million of internal-use software costs. No internal-use software costs were capitalized during the year ended December 31, 2021. The Company evaluates its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Concentration of Credit Risk	Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and available-for-sale marketable securities. The Company maintains deposits in government insured financial institutions in excess of government insured limits. The Company invests its cash balances in financial institutions that it believes have high credit quality, has not experienced any losses on such accounts and does not believe it is exposed to significant credit risk. The Company purchases its available-for-sale marketable securities with financial institutions which management believes have high credit ratings. The Company performs periodic evaluations of the credit standing of the financial institutions for which it has marketable securities with. Additionally, the Company has adopted investment guidelines that limit the amounts the Company may invest in any one type of investment and requires all investments held by the Company to be highly rated, thereby reducing credit risk exposure.
Deferred Offering Costs	Deferred Offering Costs The Company had deferred offering costs consisting of accounting and legal fees directly attributable to the preparation of the Company’s IPO Registration Statement. Costs were deferred until completion of the IPO, at which time they were reclassified to additional paid-in capital as a reduction against the proceeds received.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company follows ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), issued by the Financial Accounting Standards Board (“FASB”) with respect to fair value reporting for financial assets and liabilities. 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 Simple Agreements for Future Equity (“SAFEs” or “Convertible SAFE Notes”). None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis.
Derivative Financial Instruments	Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company values its derivatives using a combination of probability analysis and Monte Carlo simulation or other acceptable valuation models. Derivative instruments are valued at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is reassessed at the end of each reporting period.
Research and Development Expense	Research and Development Expenses The Company’s research and development costs consist primarily of salaries, payroll taxes, employee benefits and stock-based compensation charges for those individuals involved in ongoing research and development efforts; as well as fees paid to consultants, third party research organizations, laboratory supplies and development compound materials. All research and development costs are charged to expense as incurred.
Clinical Trial Expenses	Clinical Trial Expenses The Company makes payments in connection with its clinical trials under contracts with contract research organizations that support conducting and managing clinical trials. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee, unit price or on a time and materials basis. A portion of the Company’s obligation to make payments under these contracts depends on factors such as the successful enrollment or treatment of patients or the completion of other clinical trial milestones. Expenses related to clinical trials are accrued based on estimates and/or representations from service providers regarding work performed, including actual level of patient enrollment, completion of patient studies and progress of the clinical trials. Other incidental costs related to patient enrollment or treatment are accrued when reasonably certain. If the amounts the Company is obligated to pay under clinical trial agreements are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), the Company adjusts the accruals accordingly. Revisions to the contractual payment obligations are charged to expense in the period in which the facts that give rise to the revision become reasonably certain.
General and Administrative Expenses	General and Administrative Expenses General and administrative expenses are related to finance, human resources, legal and the Company’s other administrative activities. These expenses consist primarily of personnel costs, including stock-based compensation expenses, outside services, legal expenses, management fees and other general and administrative costs. Additionally, these expenses consist of costs related to filing and pursuing patent applications. These patent costs are expensed as incurred, as recoverability of such expenditures is uncertain.
Debt Issuance Costs	Debt Issuance Costs Debt issuance costs incurred to obtain debt financing are deferred and are amortized over the term of the debt using the effective interest method. The costs are recorded as a reduction to the carrying value of the debt and are included in interest expense for the year ended December 31, 2021. During the year ended December 31, 2022, there was no debt financing obtained and therefore, no debt issuance costs were incurred.
Income Taxes	Income Taxes The Company follows FASB ASC 740, Income Taxes (“ASC 740”), in reporting deferred income taxes. ASC 740 requires a company to recognize deferred tax assets and liabilities for expected future income tax consequences of events that have been recognized in the Company’s consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in the years in which the temporary differences are expected to reverse. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions pursuant to ASC 740, which prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. If the tax positions meet this threshold, the benefit to be recognized is measured as the tax benefit having the highest likelihood of being realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in the provision for income taxes.
Share-Based Compensation	Stock-Based Compensation The Company measures the compensation expense of stock-based awards granted to employees and directors using the grant date fair value of the award. The Company has issued stock options, restricted stock awards (“RSA”) and restricted stock units (“RSU”) with service-based vesting conditions. The Company measures the compensation expense of stock-based awards granted to employees and nonemployees using the grant date fair value of the award. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period for employees and over the period during which services are rendered by nonemployees. Forfeitures are recognized in the period in which they occur. The Company estimates the fair value of stock options using the Black-Scholes option pricing model, which requires the input of highly subjective assumptions, including (a) the risk-free interest rate, (b) the expected volatility of the Company’s stock, (c) the expected term of the award, and (d) the expected dividend yield. Prior to the Company’s IPO, due to the lack of an adequate history of a public market for the trading of the Company’s common stock, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. For these analyses, the Company has selected companies with comparable characteristics, including enterprise value, risk profiles, and position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The Company has estimated the expected life of its employee stock options using the “simplified” method, whereby the expected life equals the average of the vesting term and the original contractual term of the option. The risk-free interest rates for periods within the expected life of the option are based on the yields of zero-coupon U.S. treasury securities. The fair value of RSAs and RSUs is measured using the closing price of the Company’s common stock on the date of grant.
Net Loss Per Share	Net Loss Per Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the sum of the weighted average number of common shares outstanding during the period, plus the weighted average number of potential shares of common stock from the assumed exercise of stock options, the assumed vesting of restricted stock awards and restricted stock units and the number of shares purchasable under the 2021 Employee Stock Purchase Plan (“2021 ESPP”), if dilutive. Since the Company was in a net loss position, basic and diluted net loss per share was the same for each of the periods presented.
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 an asset acquisition using the cost accumulated 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted 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 will adopt this standard on January 1, 2023 and as the Company does not have material trade or financing receivables or held to maturity debt securities, the Company does not anticipate the adoption of this standard will have a material impact to the consolidated financial statements at adoption date. 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 to 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 consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements Adopted In February 2016, the FASB issued Accounting Standards Update ASU No. 2016-02, Leases (Topic 842). This guidance requires lessees to recognize right-of-use (“ROU”) assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. The Company adopted this standard effective January 1, 2022, using the modified retrospective transition method applied at the effective date of the standard. Results for reporting periods beginning after January 1, 2022 are presented under the new leasing standard, while prior period amounts were not retrospectively adjusted and will continue to be reported in accordance with the Company’s historic accounting treatment. The new standard provides a number of optional practical expedients in transition. The Company elected to apply the package of practical expedients, which permits the Company not to reassess prior conclusions about lease identification, lease classification and initial direct costs for leases that existed prior to adoption of the new lease standard. The Company also elected to utilize the short-term lease recognition exemption for all leases that qualify and, for those leases that qualified, the Company does not recognize ROU assets or lease liabilities. Additionally, the Company elected not to separate lease and non-lease components for all classes of assets. Upon adoption, on the effective date of January 1, 2022, the Company recognized operating lease liabilities of approximately $1.4 million and corresponding operating lease right-of-use assets of approximately $1.4 million on the consolidated balance sheet. The Company does not have any finance leases.

Debt - Related Party - Convertible SAFE Notes - Related Party - Additional Information (Details) - USD ($) $ in Thousands			1 Months Ended					3 Months Ended	7 Months Ended	8 Months Ended	12 Months Ended
	Oct. 21, 2021	Feb. 26, 2021	Feb. 28, 2021	Jan. 31, 2021	May 31, 2020	Feb. 29, 2020	Jan. 31, 2020	Apr. 30, 2020	Jul. 31, 2020	Dec. 31, 2020	Dec. 31, 2021
Debt Instrument [Line Items]
Increase to additional paid-in-capital											$ 1,735
Common Stock \| Initial Public Offering
Debt Instrument [Line Items]
Outstanding shares of convertible preferred stock converted into common stock	35,300,000
Series A-1 Convertible Preferred Stock
Debt Instrument [Line Items]
Shares issued upon conversion of SAFE notes		12,713,585
Series A-1 Convertible Preferred Stock \| Initial Public Offering
Debt Instrument [Line Items]
Preferred stock shares outstanding	18,800,000
Series A-1 Preferred Stock \| Initial Public Offering
Debt Instrument [Line Items]
Preferred stock shares outstanding	2,440,595
Series A Preferred Stock \| Initial Public Offering
Debt Instrument [Line Items]
Preferred stock shares outstanding	49,346
Series A Convertible Preferred Stock \| Initial Public Offering
Debt Instrument [Line Items]
Preferred stock shares outstanding	12,500,000
Convertible SAFE Notes – Related Party
Debt Instrument [Line Items]
Advances from several related party investors									$ 2,800
Increase to additional paid-in-capital									$ 200
Shares issued upon conversion of SAFE notes	2,489,941
January 2020 SAFE
Debt Instrument [Line Items]
Shares issued upon conversion of SAFE notes							16,085,121
Percentage of proceeds received on conversion							69.75%
Amount raised from certain related party investors, SAFE note							$ 200
January 2020 SAFE \| Series A-1 Convertible Preferred Stock
Debt Instrument [Line Items]
Shares issued upon conversion of SAFE notes			555,297
February 2020 Safe
Debt Instrument [Line Items]
Advances from several related party investors								$ 1,300
Shares issued upon conversion of SAFE notes						784,341
Percentage of proceeds received on conversion						5.25%
February 2020 Safe \| Series A-1 Preferred Stock
Debt Instrument [Line Items]
Shares issued upon conversion of SAFE notes			922,875
May 2020 Safe
Debt Instrument [Line Items]
Advances from several related party investors										$ 4,600
Shares issued upon conversion of SAFE notes					962,423
January 2021 SAFE
Debt Instrument [Line Items]
Amount raised from certain related party investors, SAFE note				$ 500
January 2021 SAFE \| Series A Convertible Preferred Stock
Debt Instrument [Line Items]
Shares issued upon conversion of SAFE notes			49,346

Subsequent Events - Additional Information (Details) - ATM Sales Agreement - Subsequent Event $ / shares in Units, $ in Millions	Feb. 28, 2023 USD ($) $ / shares shares
Subsequent Event [Line Items]
Number of shares issued \| shares	1,176,470
Common stock, price per share \| $ / shares	$ 42.50
Common stock gross proceeds	$ 50.0
Common stock amount of net proceeds	$ 48.4

Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuance (Details)	Dec. 31, 2022 shares
Class of Stock [Line Items]
Common stock reserved and available for future issuance	9,891,596
Stock Options
Class of Stock [Line Items]
Common stock reserved and available for future issuance	7,592,856
Restricted Stock Awards
Class of Stock [Line Items]
Common stock reserved and available for future issuance	45,002
Restricted Stock Units
Class of Stock [Line Items]
Common stock reserved and available for future issuance	569,757
2021 Equity Incentive Plan
Class of Stock [Line Items]
Common stock reserved and available for future issuance	1,195,138
2021 Employee Stock Purchase Plan
Class of Stock [Line Items]
Common stock reserved and available for future issuance	488,843

Stock-Based Compensation - Summary of Assumptions Used in Black-Scholes Option Pricing Model (Details) - Stock Options	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk-free interest rate, Minimum	0.90%	0.70%
Risk-free interest rate, Maximum	4.40%	1.30%
Expected volatility, Minimum	67.90%	75.00%
Expected volatility, Maximum	75.00%	80.00%
Expected dividend yield	0.00%
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	3 months 18 days	5 years
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	10 years	10 years

Consolidated Balance Sheet Details - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accrued Liabilities, Current [Abstract]
Accrued research and development costs	$ 2,450	$ 3,893
Accrued clinical trial costs	1,235	1,025
Accrued payroll liabilities	4,208	2,373
Other accrued liabilities	1,557	156
Accrued related party liabilities	64	175
Total accrued expenses	$ 9,514	$ 7,622

Consolidated Balance Sheet Details - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 123	$ 30