0000950170-22-010119 | 10-Q | XBRL Viewer

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Convertible Preferred Stock and Stockholders Equity (Deficit) - Summary of RSU Equity incentive plans (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	1,258,140
Expected to vest at March 31, 2022	7,554,103
Weighted average exercise price per share, Vested and exercisable at March 31, 2022	$ 5.99
Service Based RSU Member
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested at December 31, 2021	911,419	388,500
Granted	522,919
Nonvested at March 31, 2022	911,419	388,500
Expected to vest at March 31, 2022	911,419
Weighted Average Nonvested at December 31, 2021	$ 21.16	$ 25.96
Weight granted fair value Nonvested Granted	17.60
Weighted Average Grant Nonvested at March 31, 2022	21.16	$ 25.96
Weighted average exercise price per share, Vested and exercisable at March 31, 2022	$ 21.16
Performance Based RSUs Member
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested at December 31, 2021	60,000
Granted	60,000
Nonvested at March 31, 2022	60,000
Weighted Average Nonvested at December 31, 2021	$ 18.74
Weight granted fair value Nonvested Granted	18.74
Weighted Average Grant Nonvested at March 31, 2022	$ 18.74

Additional Balance Sheet Information (Tables)

3 Months Ended

Mar. 31, 2022

Balance Sheet Related Disclosures [Abstract]

Schedule of Accrued and Other Current Liabilities

Accrued and other current liabilities consist of the following (in thousands):


	As of March 31, 2022		As of December 31, 2021
Taxes payable	$	35	$	—
Accrued paid time off		480		342
Accrued bonus		729		2,216
Other accrued liabilities		5,759		1,977
Accrued 401k		213		156
ESPP liability		232		66
Total accrued and other current liabilities	$	7,448	$	4,757

Leases - Additional Information (Details) - USD ($)	3 Months Ended	12 Months Ended
Leases - Additional Information (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2020
Lessee, Lease, Description [Line Items]
Lease agreement option to extend	The lease agreement is twelve months and provides for renewal options.
Monthly Base Rent	$ 16,000
Lease liability	3,494,000		$ 0
Right-of-use assets - operating leases	$ 3,309,000		$ 0
Lease Agreements [Member]
Lessee, Lease, Description [Line Items]
Lease agreement option to extend		The lease agreement expires in December 2027 and provides for a one-time option to extend for a period of five additional years.
Monthly Base Rent		$ 200,000
Allowance for tenant improvements		$ 5,300,000
Lease term option to extend for additional years		5 years
Monthly base rent yearly increase percentage		3.00%
Standby Letters of Credit \| Lease Agreements [Member]
Lessee, Lease, Description [Line Items]
Standby letters of credit		$ 1,100,000
Second Anniversary [Member] \| Lease Agreements [Member]
Lessee, Lease, Description [Line Items]
Standby letters of credit		700,000
First Anniversary [Member] \| Lease Agreements [Member]
Lessee, Lease, Description [Line Items]
Standby letters of credit		$ 900,000

License Agreements - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Aug. 01, 2018
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Common stock, shares issued	39,724,867		39,429,103
NIH Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Payment of license fee	$ 100,000
Potential milestone payments	8,600
NIH Agreement \| Research and Development Expense [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Payment of license fee	0	$ 0
U W Two Thousand And Eighteen Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Common stock, shares issued				192,276
Potential Payments for Future Development Regulatory and Sales Based Milestones	1,350
Total Milestone Payments	8,100
Uw Flu License Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Aggregate Payments Related To Cumulative Net Sales Thresholds	$ 6,400
License Agreement Expiry Year	2041
U T Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Potential milestone payments	$ 4,600

Convertible Preferred Stock and Stockholders' Equity (Deficit) - Schedule of Convertible Preferred Stock (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Class Of Stock [Line Items]
Share Authorized and Outstanding	89,908,215
Shares Issued and Outstanding		89,908,215
Convertible preferred stock, Shares issued upon conversion		21,634,898
Aggregate Liquidation Preference		$ 150,837
Carry Value		$ 151,638
Series A-1
Class Of Stock [Line Items]
Share Authorized and Outstanding		49,193,959
Shares Issued and Outstanding		49,193,959
Convertible preferred stock, Shares issued upon conversion		11,837,711
Aggregate Liquidation Preference		$ 47,300
Carry Value		$ 46,917
Series A-2
Class Of Stock [Line Items]
Share Authorized and Outstanding		4,949,794
Shares Issued and Outstanding		4,949,794
Convertible preferred stock, Shares issued upon conversion		1,191,082
Aggregate Liquidation Preference		$ 3,807
Carry Value		$ 4,150
Series B-1
Class Of Stock [Line Items]
Share Authorized and Outstanding		32,958,612
Shares Issued and Outstanding		32,958,612
Convertible preferred stock, Shares issued upon conversion	7,930,924
Aggregate Liquidation Preference		$ 93,000
Carry Value	$ 92,654
Series B-2
Class Of Stock [Line Items]
Share Authorized and Outstanding	2,805,850
Shares Issued and Outstanding		2,805,850
Convertible preferred stock, Shares issued upon conversion		675,181
Aggregate Liquidation Preference		$ 6,730
Carry Value		$ 7,917

Leases

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

8. Leases

In January 2020, and amended in March 2020, the Company entered into a lease agreement for office and laboratory space in Seattle, Washington. The lease agreement is twelve months and provides for renewal options. The monthly base rent is approximately $16,000. The lease agreement is considered short-term and therefore, no right-of-use asset or lease liability has been recorded.

In December 2021, the Company entered into a lease agreement for corporate office and laboratory space in Seattle, Washington. The Company took possession of certain leased space at various dates in January 2022 and March 2022. The lease agreement expires in December 2027 and provides for a one-time option to extend for a period of five additional years. The lease agreement provides the Company with an allowance for tenant improvements of $5.3 million that will be reimbursed to the Company or paid on its behalf as construction of improvements occurs. The monthly base rent will be $0.2 million for the first year and will increase by 3.0% per year over the initial term. In addition, the Company is obligated to pay for common area maintenance and other costs. Under the terms of the lease agreement, the Company is required to maintain a standby letter of credit of $1.1 million at the execution of the lease agreement, reduced to $0.9 million at the first anniversary, and further reduced to $0.7 million at the second anniversary of the lease.

Classification of ROU assets and lease liabilities and the weighted-average remaining lease term and discount rate associated with operating leases are as follows ($ in thousands):


	As of March 31, 2022			As of December 31, 2021
ROU assets:
ROU assets - operating leases	$	3,309		$	—
Lease liabilities:
Current portion of operating lease liabilities		530			—
Noncurrent portion of operating lease liabilities		2,964			—
Total lease liabilities	$	3,494		$	—
Weighted-average remaining lease term (in years):
Operating leases		5.8			—
Weighted-average discount rate:
Operating leases		8.0	%		—

The components of lease costs are as follows (in thousands):


	Three Months Ended March 31,
	2022		2021
Operating lease costs	$	185	$	—
Short-term lease costs		141		14
Total lease costs	$	326	$	14

The maturities of lease liabilities and reconciliation to the present value of lease liabilities are as follows (in thousands):


	As of March 31, 2022
2022	$	—
2023		2,137
2024		2,201
2025		2,267
2026		2,335
Thereafter		2,405
Total undiscounted lease payments		11,345
Less: lease incentives		(5,301	)
Less: imputed interest		(2,550	)
Total lease liabilities		3,494
Less: current lease liabilities		(530	)
Lease liabilities, net of current portion	$	2,964

Employee Saving Plan

3 Months Ended

Mar. 31, 2022

Postemployment Benefits [Abstract]

Employee Saving Plan

11. Employee Savings Plan

The Company has a defined contribution 401(k) savings plan for those employees who meet minimum eligibility requirements. Under the terms of the plan, eligible employees may contribute up to 90% of their annual compensation to the plan, subject to Internal Revenue Service limitations. The Company may also, at its sole discretion, make contributions to the plan. The Company did not make any contributions to the plan during the three months ended March 31, 2022 or 2021.

Income Taxes

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

. Income Taxes

There was no provision for income taxes recorded during the three months ended March 31, 2022 or 2021. The Company’s deferred tax assets continue to be reduced by a full valuation allowance.

The Company is subject to income taxes in the United States and its effective tax rate is calculated quarterly based upon current assumptions relating to the full year’s estimated operating results and various tax-related items. Each quarter an estimate of the annual effective tax rate is updated should the Company revise its forecast of earnings based upon its operating results. If there is a change in the estimated effective annual tax rate, a cumulative adjustment is made. The Company's effective tax rate was 0% for the three months ended March 31, 2022 and 2021. The difference between

the effective tax rate of 0% and the U.S. federal statutory rate of 21% for the three months ended March 31, 2022 and 2021 was primarily due to recognizing a full valuation allowance on deferred tax assets.

As of March 31, 2022, the Company determined that, based on an evaluation of the four sources of taxable income that may be available under the tax law to realize a tax benefit for deductible temporary differences and carryforwards, and all available evidence, both positive and negative, including the Company's latest forecasts and cumulative losses in recent years, it was more likely than not that none of its deferred tax assets would be realized and therefore the Company continued to record a full valuation allowance. No current tax liability or expense has been recorded in the financial statements.

- 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.

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+ Details

Additional Balance Sheet Information - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Taxes payable	$ 35
Accrued paid time off	480	342
Accrued bonus	729	2,216
Other accrued liabilities	5,759	1,977
Accrued 401K	213	156
ESPP Liability	232	66
Accrued Liabilities, Current, Total	$ 7,448	$ 4,757

Description of Business - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		3 Months Ended
	Aug. 02, 2021	Aug. 31, 2021	Jul. 31, 2021	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Accumulated Deficit					$ 117,602	$ 94,069
Cash					261,357	$ 279,082
Restricted Cash					$ 1,100
Stock split			1-for-4.1557	1-for-4.1557
Sale of common stock					39,724,867	39,429,103
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from Issuance Initial Public Offering	$ 190,700
Sale of common stock	12,133,333
Offering price per share	$ 15.00
Additional shares purchasable by underwriters	1,819,999
Preferred stock, shares outstanding	89,908,215
Common stock converted	21,634,898	21,634,898

Fair Value Measurements - Schedule of Reconciliation of the Fair Value of the Derivative Liability Using Level 3 Significant Unobservable Inputs (Details) - Level 3 $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Beginning balance	$ (1,604)
Change in fair value of embedded derivative liability	(205)
Reclassification of derivative liability into convertible stock resulting from conversion of convertible promissory note	1,809
Ending balance	$ 0

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Aug. 02, 2021	Mar. 31, 2021	Dec. 31, 2020
Convertible preferred stock, aggregate liquidation preference				$ 150,837
Preferred stock, shares authorized			50,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000	500,000,000
Common stock, shares issued	39,724,867	39,429,103
Common Stock Shares Outstanding	39,524,526	39,175,279
Convertible Preferred Stock [Member]
Convertible preferred stock, shares outstanding				89,908,215	32,198,879

Convertible Preferred Stock and Stockholders' Equity (Deficit) - Summary of Assumptions Used in Black-Scholes Model (Details)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Class Of Stock [Line Items]
Risk-free rate of interest, Minimum	1.43%	0.53%
Risk-free rate of interest, Mximum	2.12%	0.64%
Expected stock price volatility, Minimum	89.30%	86.00%
Expected stock price volatility, Maximum	118.10%	87.90%
Dividend yield	0.00%	0.00%
Minimum [Member]
Class Of Stock [Line Items]
Expected term (years)	5 years 9 months 7 days	5 years 5 months 23 days
Maximum [Member]
Class Of Stock [Line Items]
Expected term (years)	6 years 29 days	6 years 1 month 13 days

Condensed Statements of Convertible Preferred Stock and Stockholder's Deficit (Unaudited) (Parenthetical) $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($) $ / shares
Series A1 Convertible Preferred Stock
Convertible preferred stock issuance cost, per share \| $ / shares	$ 0.9615
Convertible preferred stock issuance cost, net \| $	$ 0.1
Series B1 Convertible Preferred Stock
Convertible preferred stock issuance cost, per share \| $ / shares	$ 2.82172
Convertible preferred stock issuance cost, net \| $	$ 0.3

Convertible Preferred Stock and Stockholders' Equity (Deficit) (Tables)

3 Months Ended

Mar. 31, 2022

Stockholders' Equity Note [Abstract]

Schedule of Convertible Preferred Stock

Convertible preferred stock authorized and issued and its principal terms as of March 31, 2021 consisted of the following ($ amounts in thousands):


	Shares Authorized and Outstanding		Shares Issued and Outstanding		Shares of Common Stock Issuable upon Conversion		Aggregate Liquidation Preference		Carrying Value
Series A-1		49,193,959		49,193,959		11,837,711	$	47,300	$	46,917
Series A-2		4,949,794		4,949,794		1,191,082	$	3,807	$	4,150
Series B-1		32,958,612		32,958,612		7,930,924	$	93,000	$	92,654
Series B-2		2,805,850		2,805,850		675,181	$	6,730	$	7,917
Total		89,908,215		89,908,215		21,634,898	$	150,837	$	151,638

Schedule of common stock reserved for future issuance

Common stock reserved for future issuance consisted of the following:


	As of March 31,
	2022
Common stock options and restricted stock units granted and outstanding		8,525,522
Shares available for issuance under the equity incentive plans		3,771,600
Shares available for issuance under the 2021 Employee Stock Purchase Plan		777,685
Total common stock reserved for issuance		13,074,807

Summary of the Status of the Options Issued Under the Plan

A summary of the status of the options issued under the Company’s equity incentive plans as of March 31, 2022, and information with respect to the changes in options outstanding is as follows:


	Options Outstanding			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance at December 31, 2021		6,591,727		$	8.04		9.26
Authorized increase in plan shares		—			—		—		—
Granted		1,258,140			17.48		—		—
Exercised (including early)		(295,764	)		0.94		—	$	4,290,213
Balance at March 31, 2022		7,554,103		$	9.89		9.19	$	11,365,470
Vested and expected to vest as of March 31, 2022		7,554,103		$	9.89		9.19	$	11,365,470
Vested and exercisable at March 31, 2022		1,563,412		$	5.99		9.00	$	3,058,199

Summary of the RSU under Equity incentive plan

A summary of the status of RSUs issued under the Company’s equity incentive plans as of March 31, 2022, and information with respect to the changes in RSUs outstanding is as follows:


	Service-based RSUs				Performance-based RSUs
	Units		Weighted Average Grant-Date Fair Value		Units		Weighted Average Grant-Date Fair Value
Nonvested at December 31, 2021		388,500	$	25.96		—	$	—
Granted		522,919	$	17.60		60,000	$	18.74
Nonvested at March 31, 2022		911,419	$	21.16		60,000	$	18.74
Expected to vest at March 31, 2022		911,419	$	21.16		—	$	—

Schedule of Stock-based Compensation Expense for All Equity Awards

Stock-based compensation expense for all equity awards and the ESPP has been reported in the condensed statements of operations and comprehensive loss as follows (in thousands):


	Three Months Ended March 31,
	2022		2021
Research and development	$	1,687	$	113
General and administrative		2,863		163
Total	$	4,550	$	276

Summary of Assumptions Used in Black-Scholes Model

The fair value of each stock option granted was determined using the Black-Scholes option pricing model. The assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee and nonemployee stock option grants issued during years ended were as follows:


	Three Months Ended March 31,
	2022	2021
Risk-free rate of interest	1.43%-2.12%	0.53%-0.64%
Expected term (years)	5.77 - 6.08 years	5.48 - 6.12 years
Expected stock price volatility	89.3% - 118.1%	86.0% - 87.9%
Dividend yield	0%	0%

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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+ Details

Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) Segment shares	Dec. 31, 2021 USD ($) shares
Number of shares subject to repurchase \| shares	200,341	253,824
Liabilities with shares issued with repurchase rights \| $	$ 0.1	$ 0.2
Number Of Reporting Units \| Segment	1

License Agreements

3 Months Ended

Mar. 31, 2022

License Agreements [Abstract]

License Agreements

6. License Agreements

License Agreement with the National Institutes of Health

The Company is a party to a non-exclusive patent license agreement (as amended, the “NIH Agreement”) with a U.S. government entity, the National Institutes of Health, represented by National Institute of Allergy and Infectious Disease (“NIAID”), which was originally entered into in June 2018. Under the NIH Agreement, the Company obtained a non-exclusive, worldwide, royalty-bearing, sublicensable license under certain NIAID patent rights, and transfer of know-how and biological materials for use in adjuvanted or non-adjuvanted vaccines for the prevention, cure, or treatment of RSV and metapneumovirus (hMPV) infection in humans.

Under the NIH Agreement, the Company is required to use commercially reasonable efforts to meet certain specified development, sales and regulatory milestones related to the licensed products within specified time periods. In consideration of the rights granted to the Company under the NIH Agreement, the Company paid a licensing fee upon execution of the NIH Agreement of $100,000, and will pay annual minimum royalty payments starting in the second year after the initial sale of each licensed product which can be credited against any earned royalties due for sales made in the year. The Company is obligated to pay aggregate potential milestone payments of up to $8.6 million with respect to future development and commercial milestones. Additionally, the Company has agreed to pay a tiered royalty of a low single digit percentage on net sales of all products applicable to the license. Additional royalties would be due in connection with sublicenses. The Company’s royalty obligations continue for each licensed product for so long as licensed patent rights exist and have not expired, been revoked, lapsed, or held unenforceable.

The NIH Agreement will terminate upon the last expiration of the patent rights or the Company may terminate the entirety of the agreement upon discontinuation of development or sales of licensed products and provision of written notice thereof to NIH.

The Company made no payments associated with the license during the three months ended March 31, 2022, and during the three months ended March 31, 2021, the Company paid a negligible amount in fees associated with the license, which were recorded as research and development expenses.

License Agreements with University of Washington

License Agreement with respect to RSV and Other Pathogens

The Company is a party to an exclusive license agreement with the University of Washington (“UW”), originally entered into in June 2018 (as amended, the “UW 2018 Agreement”). Under the UW 2018 Agreement, UW granted the Company an exclusive, worldwide, royalty-bearing, sublicensable license under certain UW patents to make, use, sell, offer to sell, import, and otherwise exploit any product covered by the licensed patents, or licensed products, for the prophylactic and/or therapeutic treatment of RSV infection and five other infectious diseases. UW also granted the Company a non-exclusive, worldwide license under certain know-how related to the licensed patents. The licensed patents and know-how generally relate to computationally designed nanoparticles and vaccines based upon such designs, and relate to the Company’s proprietary two-component virus-like-particle technology. The Company’s rights and obligations under the UW 2018 Agreement are subject to certain U.S. government rights, certain global access commitment rights for humanitarian purposes to BMGF, certain rights to Howard Hughes Medical Institute ("HHMI"), and certain other limited rights retained by UW.

The Company issued 192,276 shares of common stock on August 1, 2018 in exchange for the UW 2018 Agreement’s exclusive license. The shares issued were recorded at their estimated fair value, which is de minimis, with the related expense classified as research and development in 2018.

Under the UW 2018 Agreement, the Company is required to use commercially reasonable efforts to meet certain specified development, sales and regulatory milestones related to the licensed products within specified time periods. In consideration of the rights granted to the Company under the UW 2018 Agreement, the Company is required to pay an annual maintenance fee in the mid four figures starting in 2020. Additionally, the Company is required to pay minimum annual royalties following the first year after commercial sale of each licensed product. There are milestone payments due upon the completion of certain development, regulatory, and commercial milestones for licensed products in the future. The aggregate potential milestone payments for future development, regulatory, and sales-based milestones are $1.35 million per indication, up to a maximum of $8.1 million in total milestone payments. Additionally, the Company has agreed to pay a royalty of a low single digit percentage on net sales of all licensed products. Additional royalties would be due in

connection with sublicenses. The Company’s royalty obligations continue for each licensed product for so long as licensed patent rights exist and have not expired, been revoked, lapsed, or held unenforceable.

Unless terminated earlier, the UW 2018 Agreement will remain in effect until all licensed patent rights have terminated and all obligations due to UW have been fulfilled. The last-to-expire licensed patent, if issued, is expected to expire in 2041, subject to any adjustment or extension of patent term that may be available. UW can terminate the UW 2018 Agreement if the Company breaches or fails to perform one of its material duties under the UW 2018 Agreement and the Company is unable to remedy the default within an agreed upon time period that can be extended by UW. The Company may terminate the UW 2018 Agreement at will with prior written notice to UW.

Option and License Agreement with Respect to COVID-19

The Company is also a party to an option and license agreement, originally entered into in July 2020 (as amended, the “UW 2020 Agreement”). Under the UW 2020 Agreement, UW granted the Company a non-exclusive, worldwide (excluding South Korea), sublicensable license under certain UW patents to make, use, sell, offer to sell, import, or otherwise exploit any product covered by the licensed patents for the prophylactic and/or therapeutic treatments of SARS-CoV-2 infection. Under an option exercised by the Company, UW granted the Company an exclusive license under the licensed patents for the United States, Canada, Mexico, and Europe (including Switzerland and the United Kingdom) starting in 2025. UW also granted the Company a non-exclusive, worldwide license under certain know-how related to the licensed patents. The licensed patents and know-how generally relate to computationally designed nanoparticles and vaccines based upon such designs. The Company’s rights and obligations under the UW 2020 Agreement are subject to certain U.S. government rights, certain global access commitment rights for humanitarian purposes to BMGF, certain rights to HHMI, and certain other limited rights retained by UW.

Under the UW 2020 Agreement, the Company is required to use commercially reasonable efforts to meet certain specified development, sales and regulatory milestones related to the licensed products within specified time periods. The Company has agreed to pay a royalty of a low single digit percentage on net sales of all products applicable to the license. However, the Company will not be required to pay royalties on net sales of any licensed product under the UW 2020 Agreement if the Company is required to pay royalties on net sales under the UW 2018 Agreement. Additional royalties would be due in connection with sublicenses and milestones. The Company’s royalty obligations continue for each licensed product for so long as licensed patent rights exist and have not expired, been revoked, lapsed, or held unenforceable.

Unless terminated earlier, the UW 2020 Agreement will remain in effect until all licensed patent rights have terminated and all obligations due to UW have been fulfilled. The last-to-expire licensed patent, if issued, is expected to expire in 2041, subject to any adjustment or extension of patent term that may be available. UW can terminate the UW 2020 Agreement if the Company breaches or fails to perform one of its material duties under the UW 2020 Agreement and the Company is unable to remedy the default within an agreed upon time period that can be extended by UW. The Company may terminate the UW 2020 Agreement at will with prior written notice to UW.

During the three months ended March 31, 2022 and 2021, the Company paid negligible amounts in fees associated with the 2018 and 2020 Agreements.

License Agreement with Respect to Influenza

The Company is a party to a license agreement with UW ("UW Flu License Agreement") entered into in September 2021. Pursuant to the UW Flu License Agreement, UW granted the Company a non-exclusive, worldwide, royalty-bearing, sublicensable (subject to certain restrictions) license under certain UW patents to make, use, sell, offer to sell, import, and otherwise exploit any product covered by the licensed patents ("Licensed Flu Products"), for the prophylactic and/or therapeutic treatment of influenza. UW also granted the Company a non-exclusive, worldwide license to use certain know-how related to the licensed patents. The licensed patents and know-how generally relate to computationally designed nanoparticles and vaccines based upon such designs, and relate to the Company's proprietary two-component virus-like-particle technology and nanoparticle-based influenza virus vaccines. The United States federal government and HHMI have similar rights under the UW Flu License Agreement and the UW 2018 Agreement described above in “License Agreement with respect to RSV and Other Pathogens".

The Company is obligated to use commercially reasonable efforts to commercialize Licensed Flu Products, and to initiate a clinical trial with respect to such Licensed Flu Products by a specified date in 2025. If the Company is unable to

initiate a clinical trial by the specified date and cannot agree with UW to modify such obligation or does not cure by meeting such obligation, then UW may terminate the UW Flu License Agreement.

Under the UW Flu License Agreement, the Company paid UW a one-time upfront license fee, and after September 2023 and for the remainder of the term of the UW Flu License Agreement, the Company is required to pay tiered minimum annual fees ranging from the mid four figures to the mid five figures, with such fees creditable against royalty payments. The Company is required to pay UW up to an aggregate of $6.4 million for payments related to development and commercial milestones. The Company is also required to pay UW a fixed, low single-digit percentage royalty on net sales of Licensed Flu Products by the Company and its sublicensees, subject to certain reductions if the Company is required to pay for third-party intellectual property rights in order to commercialize the Licensed Flu Products. The Company is not obligated to pay duplicate royalties on net sales of any Licensed Flu Products if the Company is already required to pay a royalty on such net sales under the UW 2018 Agreement and the UW 2020 Agreement.

Unless terminated earlier, the UW Flu License Agreement will remain in effect until all licensed patent rights have terminated and all obligations due to UW have been fulfilled. The last-to-expire licensed patent, if issued, is expected to expire in 2041, subject to any adjustment or extension of patent term that may be available. UW can terminate the UW Flu License Agreement if the Company breaches or fails to perform one of its material duties under the UW Flu License Agreement and is unable to remedy the default within an agreed upon time period that can be extended by UW. The Company can terminate the UW Flu License Agreement at will with prior written notice to UW.

During the three months ended March 31, 2022, the Company paid a negligible amount in fees associated with the UW Flu License Agreement.

License Agreement with the University of Texas

The Company is a party to an exclusive patent license agreement with the University of Texas at Austin (“UT”) with respect to its hMPV antigen utilized in the IVX-A12 program (the “UT Agreement”). The UT Agreement was entered into in June 2021. Under the UT Agreement, UT granted the Company an exclusive, worldwide, royalty-bearing, sublicensable license under certain patent rights, to use licensed know-how for prevention, cure, amelioration or treatment of respiratory disease caused by metapneumovirus infection in all vaccine fields, excluding up to one mRNA-based vaccine.

The Company is obligated to pay aggregate potential milestone payments of up to $4.6 million with respect to future development and commercial milestones.

Unless terminated earlier, the UT Agreement will remain in effect until all the licensed patent rights have expired. The Company may terminate the UT Agreement with prior written notice to UT. UT may terminate the UT Agreement in whole or in part, or narrow the vaccine field, reduce the territory, or convert the license from exclusive to non-exclusive if the Company: (i) fails to meet its payment obligations, (ii) commits an uncured breach, (iii) commits three or more cured breaches within a specified time period, (iv) challenges the validity, enforceability, or scope of the licensed patent rights, or (v) undergoes certain insolvency-related events.

During the three months ended March 31, 2022, the Company paid a negligible amount in fees associated with the UT Agreement.

Convertible Preferred Stock and Stockholders' Equity (Deficit) - Schedule of Common Stock Reserved for Future Issuance (Details)	Mar. 31, 2022 shares
Class Of Stock [Line Items]
Convertible preferred stock	13,074,807
Equity Incentive Plan [Member]
Class Of Stock [Line Items]
Convertible preferred stock	3,771,600
2021 Employee Stock Purchase Plan [Member]
Class Of Stock [Line Items]
Convertible preferred stock	777,685
Common Stock Options and Restricted Stock Units [Member]
Class Of Stock [Line Items]
Convertible preferred stock	8,525,522

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 261,357	$ 279,082
Restricted cash	1,061	1,642
Prepaid expenses and other current assets	7,681	5,829
Total current assets	270,099	286,553
Right-of-use assets - operating leases	3,309
Property and equipment, net	3,237	1,076
Total assets	276,645	287,629
Current liabilities:
Accounts payable	6,019	3,899
Accrued and other current liabilities	7,448	4,757
Current portion of operating lease liabilities	530
Deferred revenue		582
Total current liabilities	13,997	9,238
Operating lease liabilities, net of current portion	2,964
Other noncurrent liabilities	144	171
Total liabilities	17,105	9,409
Commitments and contingencies (Note 2)
Stockholders' equity (deficit):
Common stock, $0.0001 par value; 500,000,000 shares authorized at March 31, 2022 and December 31, 2021; 39,724,867 and 39,429,103 shares issued as of March 31, 2022 and December 31, 2021, respectively; 39,524,526 and 39,175,279 shares outstanding as of March 31, 2022 and December 31, 2021, respectively	5	5
Additional paid-in capital	377,137	372,284
Accumulated deficit	(117,602)	(94,069)
Total stockholders' equity (deficit)	259,540	278,220
Total liabilities, convertible preferred stock and stockholders' equity (deficit)	$ 276,645	$ 287,629

Fair Value Measurements - Schedule of Significant Unobservable Inputs Used in the Fair Value Measurements for the Derivative Liability (Details)	Mar. 19, 2021
Probability of financing
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liability	100
Probability of dissolution
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liability	0
Time to liquidity (years)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liability	0
Discount rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Derivative liability	7.6

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Computation of Basic and Diluted Net Loss Per Share

The following tables summarize the computation of the basic and diluted net loss per share (in thousands, except share and per share data):


	Three Months Ended March 31,
	2022			2021
Numerator:
Net loss	$	(23,533	)	$	(5,851	)
Denominator:
Weighted-average common shares outstanding, basic and diluted		39,602,146			3,674,126
Less: Weighted average unvested common stock		(200,341	)		(904,164	)
Weighted average shares used to compute net loss per share, basic and diluted		39,401,805			2,769,962
Net loss per share, basic and diluted	$	(0.60	)	$	(2.11	)

Summary of Outstanding Potentially Dilutive Securities Excluded in Calculation of Diluted Net Loss Per Share

The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their inclusion would be anti-dilutive.


	As of March 31,
	2022		2021
Series A convertible preferred stock		—		54,143,753
Series B convertible preferred stock		—		35,764,462
Common stock options and restricted stock units		8,525,522		1,717,446
Unvested common stock		200,341		849,884
Total		8,725,863		92,475,545

Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

3. Fair Value Measurements

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

Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2—Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3—Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

No transfers between levels have occurred during the periods presented.

There were no assets or liabilities measured at fair value on a recurring basis as of either March 31, 2022 or December 31, 2021.

As further described in Note 7, the Company issued a convertible promissory note in August 2020. The convertible promissory note contained certain features that met the definition of a derivative and were required to be bifurcated. The Company accounted for these as a single derivative comprising all the features requiring bifurcation. The fair value of the derivative liability was estimated using a scenario-based analysis comparing the probability-weighted present value of the convertible promissory note payoff at maturity with and without the bifurcated features. The Company considered possible outcomes available to the noteholders, including various financing dissolution scenarios. In addition, the probabilities applied to various scenarios, the time to liquidity for each scenario, and the discount rate were the key unobservable inputs.

The following table summarizes information about the significant unobservable inputs used in the fair value measurements for the derivative liability:


	March 19, 2021
Probability of financing		100	%
Probability of dissolution		—
Time to liquidity (years)		—
Discount rate		7.6	%

The Company adjusted the carrying value of the derivative liability within the convertible promissory note to the estimated fair value at each reporting date, with any related increases or decreases in the fair value recorded as change in fair value of derivative liability in the statements of operations and comprehensive loss. For the three months ended March 31, 2021, the Company recognized $0.2 million of other income in the statements of operations and comprehensive loss related to increases in the fair value of the embedded derivative liability.

On March 19, 2021, in connection with the closing of the Series B convertible preferred stock financing, the convertible promissory note (including accrued interest) and derivative liability converted into 2,805,850 shares of Series B-2 convertible preferred stock. As a result of the conversion, the Company recorded a loss on extinguishment of convertible promissory notes of $0.8 million in other expense in the condensed statements of operations and comprehensive loss for the three months ended March 31, 2021, which included the derecognition of unamortized debt issuance costs.

The following table provides a reconciliation of the fair value of the derivative liability using Level 3 significant unobservable inputs (in thousands):


	Derivative Liability
Fair value at December 31, 2020	$	(1,604	)
Change in fair value of embedded derivative liability		(205	)
Reclassification of derivative liability into convertible preferred stock resulting from conversion of convertible promissory note		1,809
Fair value at March 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

Leases - Classified of ROU assets and lease liabilities and weighted average remaining lease term (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2020
Leases [Abstract]
Right-of-use assets - operating leases	$ 3,309	$ 0
Current portion of operating lease liabilities	530
Noncurrent portion of operating lease liabilities	2,964
Total lease liabilities	$ 3,494	$ 0
Weighted-average remaining lease term (in years): Operating leases	5 years 9 months 18 days
Weighted-average discount rate: Operating leases	8.00%

Additional Balance Sheet Information

3 Months Ended

Mar. 31, 2022

Balance Sheet Related Disclosures [Abstract]

Additional Balance Sheet Information

5. Additional Balance Sheet Information

Accrued and other current liabilities consist of the following (in thousands):


	As of March 31, 2022		As of December 31, 2021
Taxes payable	$	35	$	—
Accrued paid time off		480		342
Accrued bonus		729		2,216
Other accrued liabilities		5,759		1,977
Accrued 401k		213		156
ESPP liability		232		66
Total accrued and other current liabilities	$	7,448	$	4,757

Convertible Preferred Stock and Stockholders' Equity (Deficit) - Schedule of Stock-based Compensation Expense for All Equity Awards (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Class Of Stock [Line Items]
Research and development	$ 4,550	$ 276
Research and Development Expense [Member]
Class Of Stock [Line Items]
Research and development	1,687	113
General and Administrative [Member]
Class Of Stock [Line Items]
Research and development	$ 2,863	$ 163

Convertible Promissory Note (Tables)

3 Months Ended

Mar. 31, 2022

Convertible Promissory Note [Abstract]

Summary Of Interest Expense Of Convertible Promissory Note

Interest expense incurred in connection with the Convertible Promissory Note consisted of the following (in thousands):


	Three Months Ended March 31, 2021
Coupon interest at 6%	$	86
Accretion of discount and amortization of issuance costs		177
Total interest expense on Convertible Promissory Note	$	263

Condensed Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
Condensed Statements of Cash Flows - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Operating activities:
Net loss	$ (23,533)	$ (5,851)
Adjustments to reconcile net loss to cash used in operating activities:
Stock-based compensation	4,550	276
Depreciation	43	1
Non-cash lease expense	185
Non-cash interest expense		264
Change in fair value of embedded derivative liability	0	205
Loss on extinguishment of convertible promissory note	0	754
Changes in operating assets and liabilities:
Prepaids and other current assets	(1,852)	436
Accounts payable	1,038	(205)
Accrued & other current liabilities	2,691	(761)
Deferred revenue	(582)	699
Net cash used in operating activities	(17,460)	(4,182)
Investing activities:
Purchases of property and equipment	(1,122)	(134)
Net cash used in investing activities	(1,122)	(134)
Financing activities:
Proceeds from issuance of convertible preferred stock, net of issuance costs		113,659
Proceeds from exercise of stock options, including early exercise	276	120
Net cash provided by financing activities	276	113,779
Net (decrease) increase in cash and restricted cash	(18,306)	109,463
Cash and restricted cash at beginning of period	280,724	15,498
Cash and restricted cash at end of period	262,418	124,961
Supplemental disclosure of noncash activities
Purchases of property and equipment included in accounts payable and accrued liabilities	1,224
Right-of-use assets and lease liabilities recognized upon commencement of lease	3,370
Conversion of convertible note (including accrued interest) and derivative liability for Series B-2 convertible preferred stock		7,917
Deferred offering costs included in accounts payable and accrued and other current liabilities		81
Issuance costs and amounts payable for convertible preferred stock included in accounts payable and accrued liabilities		$ 163

Convertible Promissory Note

3 Months Ended

Mar. 31, 2022

Temporary Equity Disclosure [Abstract]

Convertible Promissory Note

7. Convertible Promissory Note

In August 2020, the Company issued a $6.5 million convertible promissory note (“Convertible Promissory Note”). The Convertible Promissory Note accrued interest at a rate of 6% a year with a maturity date two years from issuance.

The Convertible Promissory Note could be converted or redeemed as follows (i) automatically converted in a qualified Series B financing transaction from which the Company would receive total gross proceeds of not less than $5.0 million at a conversion price equal to 85% of the per share price paid by investors for such securities, (ii) automatically converted upon initial public offering at a conversion price equal to 85% of the per share price off common stock in the initial public offering, (iii) optionally converted into Series A-3 convertible preferred stock if a change in control, IPO, or qualified Series B financing had not occurred prior to the maturity date at a price equal to an amount determined by dividing $140 million by the fully diluted capitalization of the Company at the time of conversion, or (iv) repaid upon a change in control for an amount equal to the issue price plus accrued and unpaid interest or an amount as would have been payable if the noteholders had optionally converted into shares of Series A-3 convertible preferred stock. The Convertible Promissory Note was converted in March 2021 in connection with the Series B financing.

The Convertible Promissory Note was accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”) and ASC 815-15, Derivatives and Hedging - Embedded Derivatives (“ASC 815-15”). Under ASC 815-15, an embedded feature is required to be bifurcated if all three conditions are met: (1) economic characteristics and risks of the embedded derivative are not clearly and closely related to the economic characteristics and risks of the host contract, (2) the hybrid instrument is not remeasured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur, and (3) a separate instrument which the same terms as the embedded derivative would be considered a derivative instrument subject to derivative accounting (the initial net investment for the hybrid instrument should not be considered to be the initial net investment for the embedded derivative). The Company bifurcated certain features that were required to be accounted for separately as a single embedded derivative. The initial fair value of this derivative of $1.8 million was recorded as a liability, and as a reduction to the carrying value of the Convertible Promissory Note. The Company also incurred a negligible amount of issuance costs related to the Convertible Promissory Note, which were also recorded as a reduction to the Convertible Promissory Note on the condensed balance sheet.

The debt discount comprised the initial fair value of the derivative liability and the issuance costs, and was amortized using the effective interest method over the two-year contractual term of the Convertible Promissory Note and presented as a direct reduction of the debt liability. The debt discount was being amortized at an effective interest rate of 23.8%.

Interest expense incurred in connection with the Convertible Promissory Note consisted of the following (in thousands):


	Three Months Ended March 31, 2021
Coupon interest at 6%	$	86
Accretion of discount and amortization of issuance costs		177
Total interest expense on Convertible Promissory Note	$	263

On March 19, 2021, in connection with the closing of the Series B convertible preferred stock financing, the Convertible Promissory Note (including accrued interest) and derivative liability converted into 2,805,850 shares of Series B-2 convertible preferred stock at an issuance price of $2.39846 per share. As a result of the conversion, the Company recorded a loss on extinguishment of convertible promissory notes of $0.8 million in other expense in the condensed statements of operations and comprehensive loss for the three months ended March 31, 2021, which included the unamortized debt issuance costs.

Employee Savings Plan - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Defined Contribution Plan Disclosure [Line Items]
Employer discretionary contribution amount
Maximum [Member]
Defined Contribution Plan Disclosure [Line Items]
Percent of employees gross pay	90.00%

Convertible Preferred Stock and Stockholders' Equity (Deficit)

3 Months Ended

Mar. 31, 2022

Stockholders' Equity Note [Abstract]

Convertible Preferred Stock and Stockholders' Equity (Deficit)

. Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Convertible Preferred Stock

Prior to its conversion into common stock in connection with the Company’s IPO in August 2021, the Company’s convertible preferred stock was classified as temporary equity on the Company’s balance sheets in accordance with authoritative guidance. Convertible preferred stock authorized and issued and its principal terms as of March 31, 2021 consisted of the following ($ amounts in thousands):


	Shares Authorized and Outstanding		Shares Issued and Outstanding		Shares of Common Stock Issuable upon Conversion		Aggregate Liquidation Preference		Carrying Value
Series A-1		49,193,959		49,193,959		11,837,711	$	47,300	$	46,917
Series A-2		4,949,794		4,949,794