0000950170-23-009490 | 10-K | XBRL Viewer | Finch Therapeutics Group INC

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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
Document Annual Report	true
Document Transition Report	false
Amendment Flag	false
Entity Central Index Key	0001733257
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Period End Date	Dec. 31, 2022
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
ICFR Auditor Attestation Flag	false
Entity File Number	001-40227
Entity Registrant Name	FINCH THERAPEUTICS GROUP, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-3433558
Entity Address, Address Line One	200 Inner Belt Road
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Somerville
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02143
City Area Code	617)
Local Phone Number	229-6499
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	FNCH
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		48,144,924
Entity Public Float			$ 76.0
Documents Incorporated by Reference	Portions of the registrant’s proxy statement for the 2022 annual meeting of stockholders to be filed pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended December 31, 2022, are incorporated by reference in Part III of this Form 10-K.
Auditor Name	Deloitte & Touche LLP
Auditor Location	Boston, Massachusetts
Auditor Firm ID	34

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 71,038	$ 133,481
Accounts receivable	144	494
Prepaid expenses and other current assets	3,369	8,576
Total current assets	74,551	142,551
Property and equipment, net	15,936	19,635
Operating right-of-use assets	32,752	5,053
In-process research and development	32,900	32,900
Goodwill	0	18,057
Restricted cash, non-current	2,568	2,268
Other assets	4,232	4,905
TOTAL ASSETS	162,939	225,369
CURRENT LIABILITIES:
Accounts payable	1,097	3,737
Accrued expenses and other current liabilities	10,161	9,925
Operating lease liabilities, current	3,431	1,128
Total current liabilities	14,689	14,790
Deferred tax liability	3,461	3,461
Loan payable, non-current	14,653	0
Operating lease liabilities, non-current	34,255	4,887
Other liabilities	170	7
Total liabilities	67,228	23,145
COMMITMENTS AND CONTINGENCIES (Note 11)
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock (undesignated), $0.001 par value; 10,000,000 shares authorized and no shares issued and outstanding as of December 31, 2022 and December 31, 2021	0	0
Common stock, $0.001 par value; 200,000,000 shares authorized as of December 31, 2022 and December 31, 2021; 48,053,596 and 47,512,182 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	48	47
Additional paid-in capital	371,304	363,172
Accumulated deficit	(275,641)	(160,995)
Total stockholders' equity	95,711	202,224
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY	$ 162,939	$ 225,369

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Temporary equity, shares authorized	10,000,000	10,000,000
Temporary equity, shares issued	0	0
Temporary Equity, Shares Outstanding	0	0
Temporary equity, par value	$ 0.001	$ 0.001
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares, issued	48,053,596	47,512,182
Common stock, shares, outstanding	48,053,596	47,512,182
Series A Redeemable Convertible Preferred Stock
Temporary equity, par value	$ 0.001	$ 0.001
Series B Redeemable Convertible Preferred Stock
Temporary equity, par value	0.001	0.001
Series C Redeemable Convertible Preferred Stock
Temporary equity, par value	0.001	0.001
Series D Redeemable Convertible Preferred Stock
Temporary equity, par value	$ 0.001	$ 0.001

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
REVENUE:
Total revenue	$ 861	$ 18,532
OPERATING EXPENSES:
Research and development	(57,893)	(57,279)
General and administrative	(38,088)	(21,238)
Impairment of goodwill	(18,057)	0
Restructuring expense	(2,416)	0
Total operating expenses	(116,454)	(78,517)
Net loss from operations	(115,593)	(59,985)
OTHER INCOME (EXPENSE), NET:
Gain on extinguishment of PPP Loan	0	1,827
Interest income, net	252	22
(Loss) gain on disposal of fixed assets, net	(7)	28
Other income (expense), net	702	(52)
Total other income, net	947	1,825
Loss before income taxes	(114,646)	(58,160)
Income tax provision	0	0
Net loss	(114,646)	(58,160)
Net loss attributable to common stockholders, diluted	$ (114,646)	$ (58,160)
Net loss per share attributable to common stockholders, basic	$ (2.40)	$ (1.48)
Net loss per share attributable to common stockholders, diluted	$ (2.40)	$ (1.48)
Weighted Average Number of Shares Outstanding, Basic	47,691,632	39,202,086
Weighted Average Number of Shares Outstanding, Diluted	47,691,632	39,202,086
Collaboration Revenue
REVENUE:
Total revenue	$ 861	$ 18,532

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands	Total	Series A Redeemable Convertible Preferred Stock	Series B Redeemable Convertible Preferred Stock	Series C Redeemable Convertible Preferred Stock	Series D Redeemable Convertible Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning Balance at Dec. 31, 2020	$ (95,718)					$ 8	$ 7,109	$ (102,835)
Beginning Balance, Shares at Dec. 31, 2020		11,596,280	5,166,203	7,588,254	6,902,872
Beginning Balance at Dec. 31, 2020		$ 53,593	$ 36,336	$ 53,221	$ 89,904
Beginning Balance at Dec. 31, 2020						8,391,793
Temporary Equity, Conversion of redeemable convertible preferred stock into common stock upon initial public offering, shares		(11,596,280)	(5,166,203)	(7,588,254)	(6,902,872)
Conversion of redeemable convertible preferred stock into common stock initial public offering		$ (53,593)	$ (36,336)	$ (53,221)	$ (89,904)
Conversion of redeemable convertible preferred stock into common stock upon initial public offering, shares						31,253,609
Conversion of redeemable convertible preferred stock into common stock upon initial public offering	233,053					$ 31	233,022
Initial public offering, net of underwriting discounts, commissions and net of offering costs of $11,786						7,500,000
Initial public offering, net of underwriting discounts, commissions and net of offering costs of $11,786	115,714					$ 8	115,706
Underwriters' exercise of overallotment option, net of underwriting discounts, commissions and initial public offering costs of $276	3,003						3,003
Underwriters' exercise of overallotment option, net of underwriting discounts, commissions and initial public offering costs of $276, Shares						192,877
Shares repurchased for cashless exercise	(10)						(10)
Shares repurchased for cashless exercise, Shares						(1,221)
Exercise of common stock options	$ 181						181
Exercise of common stock options						155,821
Exercise of common stock warrants	19,303
Stock-based compensation	$ 4,161						4,161
Net loss	$ (58,160)							(58,160)
Ending Balance , Shares at Dec. 31, 2021	0
Ending Balance, Shares at Dec. 31, 2021						47,512,182
Ending Balance at Dec. 31, 2021	$ 202,224					$ 47	363,172	(160,995)
Vesting of restricted stock, Shares						252,431
Exercise of common stock options	141					$ 1	140
Exercise of common stock options						188,338
Issuance of common stock under employee stock purchase plan, Shares						100,645
Issuance of common stock under employee stock purchase plan	148						148
Stock-based compensation	7,844						7,844
Net loss	$ (114,646)							(114,646)
Ending Balance , Shares at Dec. 31, 2022	0
Ending Balance, Shares at Dec. 31, 2022						48,053,596
Ending Balance at Dec. 31, 2022	$ 95,711					$ 48	$ 371,304	$ (275,641)

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares
Stock issuance costs \| $	$ 2,659
Temporary equity, par value	$ 0.001
Initial Public Offering
Initial public offering costs \| $	$ 11,786
OverAllotment Option
Initial public offering costs \| $	$ 276
Redeemable Convertible Preferred Stock, $0.001 Par Value, Series A
Temporary equity, par value	$ 0.001
Redeemable Convertible Preferred Stock, $0.001 Par Value, Series B
Temporary equity, par value	0.001
Redeemable Convertible Preferred Stock, $0.001 Par Value, Series C
Temporary equity, par value	0.001
Redeemable Convertible Preferred Stock, $0.001 Par Value, Series D
Temporary equity, par value	$ 0.001

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (114,646)	$ (58,160)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	5,507	2,301
Stock-based compensation expense	7,844	4,161
Impairment of goodwill	18,057	0
Impairment of long lived assets	6,926	0
Gain on extinguishment of PPP Loan	0	(1,808)
Non-cash interest expense	167	0
Loss (gain) on sale of property and equipment	7	(28)
Other non-cash operating lease cost	2,851	913
Changes in operating assets and liabilities:
Accounts receivable	350	540
Due from related party	0	61
Prepaid expenses and other current assets	(2,529)	(3,217)
Other non-current assets	656	(4,689)
Accounts payable	(2,259)	2,261
Accrued expenses and other current liabilities	237	5,435
Other non-current liabilities	50	0
Due to related party	0	(266)
Deferred revenue	0	(13,631)
Operating lease liabilities	1,931	(1,006)
Net cash used in operating activities	(74,851)	(67,133)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(2,182)	(15,983)
Proceeds from sale of property and equipment	0	62
Net cash used in investing activities	(2,182)	(15,921)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from initial public offering, net of underwriting discounts, commissions and offering costs	0	118,576
Proceeds from underwriters' exercise of overallotment option, net of underwriting discounts and commissions and initial public offering costs	0	3,049
Principal payments on finance lease obligation	(22)	(27)
Proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan	289	171
Proceeds from borrowings under loan agreement, net	14,738	0
Payment of deferred offering costs	(132)	(2,659)
Net cash provided by financing activities	14,873	119,110
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(62,160)	36,056
Cash, cash equivalents and restricted cash at beginning of year	135,965	99,909
Cash, cash equivalents and restricted cash at end of year	73,805	135,965
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	741	9
Cash paid in connection with operating lease liabilities	(268)	(1,434)
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Property and equipment in accounts payable and accrued liabilities	14	381
Conversion of redeemable convertible preferred stock into common stock	0	233,053
Operating right-of-use assets obtained in exchange for new operating leases upon adoption of ASC 842	0	5,965
Remeasurement of right-of-use asset	382	0
Right-of-use assets obtained in exchange for new operating lease liabilities	37,094	0
Prepaid rent reclassified to right-of-use assets	$ 7,736	$ 0

Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Statement of Cash Flows [Abstract]
Cash and cash equivalents	$ 71,038	$ 133,481
Restricted cash	2,767	2,484
Total cash, cash equivalents and restricted cash	$ 73,805	$ 135,965

Nature of Operations

12 Months Ended

Dec. 31, 2022

Disclosure Text Block [Abstract]

Nature of Operations

1. NATURE OF OPERATIONS

Business

Finch Therapeutics Group, Inc. (the “Company” or “FTG”) was incorporated in 2017 as a Delaware corporation. The Company was formed as a result of a merger and recapitalization of Finch Therapeutics, Inc. (“Finch”) and Crestovo Holdings LLC (“Crestovo”) in September 2017 (the “Merger”), in which the former owners of Finch and Crestovo were issued equivalent stakes in the newly formed company, FTG. Crestovo was renamed Finch Therapeutics Holdings LLC in November 2020 (“Finch Holdings”). Finch and Finch Holdings are both wholly-owned subsidiaries of FTG.

The Company is a microbiome technology company with a portfolio of intellectual property and microbiome assets. The Company’s objectives are to realize the value of its intellectual property estate through licensing its technology to collaboration partners and enforcing its patents rights against infringing parties and, in certain cases, to generate additional data on selected product candidates through academic collaborations. The Company has an intellectual property estate including more than 70 issued U.S. and foreign patents with relevance for both donor-derived and donor-independent microbiome therapeutics in a range of potential indications. The Company’s assets include CP101, an investigational, orally administered microbiome candidate designed for the prevention of recurrent C. difficile infection (“CDI”), with positive clinical data from a Phase 2 randomized, placebo-controlled trial and a Phase 2 open-label trial, and pre-clinical assets that are designed to target ulcerative colitis, Crohn’s disease, and autism spectrum disorder. Additionally, the Company has developed a biorepository of strains and samples. In January 2023, the Company announced the decision to discontinue its Phase 3 trial of CP101 in recurrent CDI and focus on realizing the value of its intellectual property estate and other assets. This decision came after an assessment by the Company's management team and board of directors of multiple factors, including the Company's outlook for identifying a commercial partner, slower than anticipated enrollment in the PRISM4 trial, and broader sector trends in the biotechnology industry. The Company is currently in the process of winding down its development efforts and significantly scaling back its expenses, including by terminating vendor contracts and reducing headcount.

Until January 2023, the Company was a clinical-stage microbiome therapeutics company using its Human-First Discovery platform to develop a novel class of orally administered biological drugs. The microbiome consists of trillions of microbes that live symbiotically in and on every human and are essential to our health. When key microbes are lost, the resulting microbiome disruption can increase susceptibility to immune disorders, infections, neurological conditions, cancer and other serious diseases. The Company developed its Human-First Discovery platform to use reverse translation to identify diseases of microbiome disruption and to design microbiome therapeutics that address them.

Risks and Uncertainties

The Company is subject to a number of risks, including risks related to government regulation, intellectual property and dependence on key personnel.

Liquidity

The Company has incurred recurring losses since its inception, including net losses of $114.6 million and $58.2 million for the years ended December 31, 2022 and 2021, respectively. In addition, as of December 31, 2022, the Company had an accumulated deficit of $275.6 million. The Company expects to continue to generate operating losses for the foreseeable future as it attempts to realize the value of its intellectual property estate and other assets.

On January 24, 2023, the Company announced its decision to discontinue its Phase 3 clinical trial of CP101 in recurrent CDI. As a result of this decision, the Company approved and implemented a restructuring plan (the "January 2023 Restructuring") (see Note 17). Also on January 24, 2023, the Company announced its decision to shift the Company’s business strategy to focus on realizing the value of the Company’s intellectual property estate and other assets.

The Company currently forecasts that its cash and cash equivalents of $71.0 million as of December 31, 2022, will be sufficient to fund its operating expenses and capital expenditure requirements for at least twelve months beyond the date of issuance of the annual consolidated financial statements. However, due to the consideration of certain qualitative factors,

including the Company's recurring losses from operations incurred since inception, the expectation of continuing operating losses for the foreseeable future, and uncertainty around its ability to successfully realize the full value of its intellectual property estate and other assets, the Company has concluded that there is substantial doubt regarding the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company does not currently expect to progress any product candidate through clinical trials or commercial approval and it does not currently expect to generate any revenue from product sales. The Company may never succeed in realizing the value of its intellectual property estate and other assets and, even if it does, it may never generate revenue that is significant or large enough to achieve profitability.

As a result, the Company may need additional funding to support its operating activities as it seeks to realize value from its intellectual property estate and other assets. Until such time, if ever, that the Company can generate substantial revenue, the Company expects to finance its cash needs through equity offerings, debt financings or other capital sources, including collaborations, licenses or similar arrangements. However, the Company may be unable to raise additional funds or enter into such other arrangements when needed or on favorable terms, if at all. If the Company is unable to obtain funding as needed, it may decide to pursue a dissolution and liquidation.

Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Significant Accounting Policies

2. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the operations of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and the disclosure of contingent assets and liabilities as of and during the reporting period. The Company bases its estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the pattern and method of recognizing revenue, the accrual of research and development costs, and the annual assessment of impairment of goodwill and in-process research and development assets. The Company assesses estimates on an ongoing basis; however, actual results could materially differ from those estimates.

Fair Value Measurements

Certain assets and liabilities are reported on a recurring basis at fair value. Fair value is defined as the exchange price that would be received for 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 on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

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

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

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

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company has no assets or liabilities classified as Level 3 on its consolidated balance sheets as of December 31, 2022 and 2021.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed the federal insurance limit.

The Company’s cash equivalents, which are funds held in a money market account, are measured at fair value on a recurring basis. The carrying amount of cash and cash equivalents was $71.0 million and $133.5 million as of December 31, 2022 and 2021, respectively, which approximates fair value and was determined based upon Level 1 inputs. The money market account is valued using quoted market prices with no valuation adjustments applied and is categorized as Level 1.

Restricted Cash

The Company had restricted cash of $2.8 million and $2.5 million as of December 31, 2022 and 2021, respectively, primarily related to security deposits on its operating leases for its offices in Somerville and Charlestown, Massachusetts for each of years ended December 31, 2022 and 2021. This is included in restricted cash, non-current and other assets on the Company’s consolidated balance sheets.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. The Company may maintain deposits in financial institutions in excess of government insured limits. The Company believes that it is not exposed to significant credit risk as its deposits are held at financial institutions that management believes to be creditworthy and the Company has not experienced any losses on these deposits. As of December 31, 2022 and 2021, the Company’s cash and cash equivalents were held with one financial institution. The Company believes that the market risk arising from its holdings of these financial instruments is mitigated based on the fact that many of these securities are either government-backed or of high credit rating.

Accounts Receivable

Accounts receivable are carried at the invoiced amount less an allowance for doubtful accounts. Doubtful accounts are provided for on the basis of anticipated collection losses. The estimated losses are determined from historical collection experience and a review of outstanding accounts receivable. A receivable is considered past due if the Company has not received payment within the stated payment terms. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on historical receipts and collections history, management has determined that an allowance for doubtful accounts is not necessary as of December 31, 2022 and 2021.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for repairs and maintenance are expensed as incurred, while any additions or improvements are capitalized. When assets are retired or disposed of, the assets and related accumulated depreciation are derecognized from the accounts, and any resulting gain or loss is included in the determination of net loss. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows:


		ESTIMATED USEFUL LIFE
Computer equipment and software		3 years
Laboratory equipment		5 years
Office furniture		5 years
Leasehold improvements		Shorter of useful life or lease term

Goodwill and In-Process Research and Development

Goodwill is the amount by which the cost of the acquired net assets in a business combination exceeds the fair value of the identifiable net assets on the date of purchase or valuation. The Company accounts for goodwill in accordance with ASC Topic 350, Intangibles—Goodwill and Other.

Acquired In-Process Research and Development (“IPR&D”) represents the fair value assigned to research and development assets that the Company acquired that had not been completed at the date of acquisition and is accounted for as an indefinite lived intangible asset in accordance with ASC Topic 350, Intangibles—Goodwill and Other. The value assigned to the acquired IPR&D is determined by estimating the costs to develop the acquired technology into commercially viable products, estimating the resulting revenue from the projects, and discounting the net cash flows to present value. The Company’s IPR&D is comprised of Crestovo’s research and development asset related to CP101, which was acquired in the Merger.

Goodwill and IPR&D are evaluated for impairment annually on October 1, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Factors the Company considers important, on an overall company basis, that could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the Company’s use of the acquired asset or the strategy for its overall business, significant negative industry or economic trends, a significant decline in the Company’s stock price for a sustained period, or a reduction of its market capitalization relative to net book value.

In connection with its preparation of the financial statements for the third quarter of 2022, management identified factors that could trigger impairment, including a sustained decline in the Company's stock price throughout the third quarter of 2022, resulting in a reduction of the Company's market capitalization below net book value. As a result of the triggering event identified, management concluded that this impairment indicator required the Company to perform an interim impairment test of goodwill and IPR&D as of September 30, 2022.

As of September 30, 2022, the Company’s assessment for the impairment of goodwill indicated that the fair value of the Company's reporting unit was less than its carrying value at September 30, 2022, resulting in a full impairment charge of $18.1 million included as impairment of goodwill on the Company's statement of operations.

In connection with its preparation of the financial statements for the year ended December 31, 2022, management identified factors that could trigger impairment including management's decision to discontinue the Company's Phase 3 clinical trial of CP101 in recurrent CDI, which was announced in January 2023. As a result of the triggering event identified, management concluded that this impairment indicator required the Company to perform an impairment test of IPR&D as of December 31, 2022.

Management utilized the discounted cash flow (“DCF”) to derive the fair value of the Company as of September 30, 2022, and utilized the multi-period excess earnings method (“MPEEM”), to derive the fair value of the CP101 IPR&D asset as of September 30, 2022 and December 31, 2022. Both methods are variations of the income approach. The DCF method was leveraged to calculate the fair value of the Company on an equity level basis for management’s use in goodwill impairment testing procedures. The MPEEM was leveraged to calculate the fair value of the CP101 IPR&D for management’s use in IPR&D impairment testing procedures. The MPEEM approach calculates the fair value of an asset or entity by estimating the after-tax cash-flows attributable to an asset or entity, applying contributory asset charges to reflect other tangible and intangible assets being in place to help achieve the subject item’s future cash flows, and then discounting the net cash flows to a present value using a risk-adjusted discount rate.

To conduct impairment tests of IPR&D, the fair value of the IPR&D asset is compared to its carrying value. If the carrying value exceeds its fair value, the Company records an impairment loss to the extent that the carrying value of the IPR&D project exceeds its fair value. The Company estimates the fair value of IPR&D using discounted cash flow valuation models, which require the use of significant estimates and assumptions, including but not limited to, estimating the timing of and expected costs to complete the in-process projects, projecting regulatory approvals, estimating future cash flows from product sales resulting from completed projects and in-process projects, and developing appropriate discount rates.

The cash flow projections in these fair value analyses for the Company and the CP101 IPR&D consist of management's estimates of revenue growth rates and operating margins, taking into consideration historical results in addition to applicable industry and market conditions. The discount rate used in the fair value analysis for the Company is based on a weighted average cost of capital, which represents the weighted average rate a business must pay its providers of debt and equity. The

discount rate used in the fair value analysis for the CP101 IPR&D is based on the weighted average cost of capital in addition to consideration of various industry resources for venture capital rates of return.

The Company’s triggering event assessment as of December 31, 2022 for impairment of IPR&D and annual assessment as of October 1, 2021 indicated that the fair value of its IPR&D asset exceeded the respective carrying value.

Any impairments are recognized as a loss in the year the goodwill and/or IPR&D are determined to be impaired. Impairment of IPR&D is recorded as research and development expense and impairment of goodwill is recorded as a separate charge within operating expenses on the Company’s consolidated statements of operations.

Deferred Initial Public Offering Costs

The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred initial public offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be abandoned, the deferred initial public offering costs will be expensed immediately as a charge to operating expenses in the consolidated statement of operations and comprehensive loss. On March 18, 2021, the Company completed the initial public offering (the "IPO"); accordingly, the Company recognized the deferred initial public offering costs of approximately $2.9 million as a reduction from gross proceeds associated with the IPO through additional paid-in capital in the accompanying consolidated balance sheet.

On April 20, 2021, the Company issued 192,877 additional shares of common stock, pursuant to the underwriters’ partial exercise of their overallotment option, and the Company recognized offering costs of less than $0.1 million as a reduction from gross proceeds associated with the overallotment through additional paid-in capital in the accompanying consolidated balance sheet. There were no deferred offering costs as of December 31, 2022.

Leases

The Company follows the provisions of ASC Topic 842, Leases (“ASC 842”), for all contracts and agreements that are within its scope. Under ASC 842, at the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement including the use of an identified asset(s) and the Company’s control over the use of that identified asset. The Company classifies leases with a term greater than one year as either operating or finance leases at the lease commencement date and records a right-of-use (“ROU”) asset and current and non-current lease liabilities, as applicable on the balance sheet. The Company elected, as allowed under ASC 842, to not recognize leases with a lease term of one year or less on its balance sheet. When an option to extend the lease exists, a determination is made whether that option is reasonably certain of exercise based on economic factors present at the measurement date and as circumstances may change.

The Company measures and records its lease liabilities based on the present value of lease payments over the expected remaining lease term. The present value of future lease payments is discounted using the interest rate implicit in the lease contracts if that rate is readily available. As the implicit rate has not historically been readily determinable, the Company utilizes its incremental borrowing rate (“IBR”), which reflects the fixed rate at which the Company could borrow on a collateralized basis over a similar term to fund the amount of lease payments to be made in a similar economic environment. Management determines the appropriate IBR to use based on the Company’s credit standing and market environment at lease commencement. The Company measures its ROU assets as the lease liability plus initial direct costs and prepaid lease payments, less lease incentives granted by the lessor.

In accordance with ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated, based on the respective relative fair values, to the lease components and non-lease components. However, the Company has elected to account for lease and non-lease components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only.

After lease commencement and the establishment of a ROU asset and operating lease liability, lease expense is recorded on a straight-line basis over the lease term. Variable costs associated with a lease, such as maintenance and utilities, are not included in the measurement of the lease liabilities and right-of-use assets but rather are expensed when the events determining the amount of variable consideration to be paid have occurred.

When a lease is modified and the modification is not accounted for as a separate contract, the Company remeasures its ROU assets and lease liabilities. A modification is accounted for as a separate contract if the modification grants the Company an additional right of use not included in the original lease arrangement and the increase in lease payments is commensurate with the additional right of use. The Company assesses its right-of-use assets for impairment in a manner consistent with its assessment for long-lived assets held and used in operations.

Impairment of Long-lived Assets

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. To date, no impairments have been recognized for these assets.

Debt Issuance Costs

Costs associated with the issuance of debt instruments are capitalized and amortized over the term of the respective financing arrangement using the effective interest method through the maturity date of the related debt instrument. These costs represent legal fees and other costs related to the Company's term loan.

Research and Development Expenses

Research and development costs are charged to expense as incurred. Research and development costs consist of expenses incurred in performing research and development activities, including salaries and benefits, materials and supplies, preclinical expenses, stock-based compensation expense, depreciation of equipment, contract services, facilities, and other outside expenses. Costs for external development activities are recognized based on an evaluation of the progress to completion of specific tasks using information provided to the Company by its vendors. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid expense or accrued research and development expense.

Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses and expensed as the related goods are delivered or the services are performed.

Segment Information

Operating segments are identified as components of an enterprise about which separate discrete financial information is made available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The CODM is the Company’s Chief Executive Officer. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions.

Redeemable Convertible Preferred Stock

In connection with the IPO, the Board and stockholders approved an amended and restated certificate of incorporation to, among other things, effect a one-for-14.444 reverse stock split of the Company’s issued and outstanding shares of common stock and redeemable convertible preferred stock, as well as to effect a proportional adjustment to the existing conversion ratios for the Company’s redeemable convertible preferred stock. The reverse stock split was effected on March 12, 2021. Accordingly, all share and per share amounts of common stock for all periods presented in the accompanying audited consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect this reverse stock split and adjustment of preferred stock conversion ratios. Upon the closing of the IPO, all of the then-outstanding shares of redeemable convertible preferred stock automatically converted into 31,253,609 shares of common stock at the

applicable conversion ratio then in effect. Subsequent to the closing of the IPO, there were no shares of convertible preferred stock outstanding.

Stock-based Compensation

The Company accounts for all stock-based payment awards granted to employees and non-employees as stock-based compensation expense at fair value. The Company’s stock-based payments are comprised of stock options and restricted stock units. The measurement date for employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, which is the vesting period, on a straight-line basis. Stock-based compensation costs for non-employees are recognized as expense over the vesting period on a straight-line basis. Stock-based compensation expense is classified in the accompanying consolidated statements of operations based on the function to which the related services are provided. The Company recognizes stock-based compensation expense for the portion of awards that have vested. Forfeitures are recorded as they occur.

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

Income Taxes

The Company is primarily subject to U.S. federal and Massachusetts state income tax. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s consolidated financial statements and tax returns. Deferred tax assets and liabilities are determined based upon the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards, using enacted tax rates expected to be in effect in the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that these assets may not be realized.

The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, none of the benefit attributable to the position is recognized. The tax benefit to be recognized for any tax position that meets the more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes.

As of December 31, 2022 and 2021, the Company maintains a reserve against certain federal and state research and development credits that are recorded net in deferred taxes. The Company has no accruals for interest or penalties related to income tax matters. Tax years since inception remain open to examination by federal and state tax authorities.

Revenue Recognition

The Company has historically generated revenue from the following sources: (1) collaboration revenue from the collaboration agreement with Takeda Pharmaceutical Company Limited (see Note 9) and (2) royalty revenue from OpenBiome’s sales of a licensed product under the Asset Purchase and License Agreement with OpenBiome (see Note 9).

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company

satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect consideration it expects to be entitled to in exchange for the goods or services it transfers to the customer.

The promised goods or services in the Company’s arrangements typically consist of (1) a license, or option to license, rights to the Company’s intellectual property or research and development services; (2) an obligation to transfer FMT materials; or (3) an obligation to provide pre-clinical and clinical research and support services. Under the collaboration agreement, the Company provides options to additional items, which are accounted for as separate contracts when the customer elects to exercise such options, unless the option provides a material right to the customer.

Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own or whether the required expertise is readily available, and whether the goods or services are integral or dependent to other goods or services in the contract. For performance obligations which consist of FMT materials, shipping and distribution activities occur prior to the transfer of control of FMT materials and are considered activities to fulfill the Company’s promise to deliver goods to the customers.

The Company estimates the transaction price based on the amount it expects to be entitled to for transferring the promised goods or services in the contract. The consideration may include fixed consideration and variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of potential payment and the likelihood that the underlying constraint will be released. The Company utilizes either the most likely amount method or expected value method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. Variable consideration may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period.

The Company’s contracts often include development and regulatory milestone payments that are assessed under the most likely amount method and are included in the transaction price only to the extent it is probable that a significant revenue reversal would not occur. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of such development and regulatory milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are added to the transaction price with a corresponding adjustment being made to the measure of progress, and, as necessary, recorded on a cumulative catch-up basis, which would affect collaboration revenue in the period of adjustment.

For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

For contracts which have more than one performance obligation, the total contract consideration is allocated based on observable standalone selling prices or, if standalone selling prices are not readily observable, based on management’s estimate of each performance obligation’s standalone selling price. The Company must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the standalone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs. Variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated are consistent with the amounts the Company would expect to be entitled to for the satisfaction of each performance obligation.

The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. For performance obligations, revenue is recognized when control of the product is transferred to

the customer and the related performance obligation is satisfied, which typically occurs upon delivery of the product to the customer, for an amount that reflects the consideration the Company expects to be entitled to receive in exchange for delivering the product. For performance obligations which consist of clinical trial participation and related support services, revenue is recognized over time as the customer simultaneously receives and consumes the benefits of the services provided.

Disaggregation of Revenue

The following table provides revenue disaggregated by timing of revenue recognition (in thousands):


	YEAR ENDED DECEMBER 31,
	2022		2021
Transferred over time	$	861	$	18,532
Total	$	861	$	18,532

Net Loss Per Share

Subsequent to the closing of its IPO, the Company has had one class of shares outstanding and basic net loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock awards. The weighted-average number of common shares included in the computation of diluted net loss gives effect to all potentially dilutive common equivalent shares, including stock options, restricted stock unit ("RSU") awards and shares issuable under the employee stock purchase plan. Common stock equivalent shares are excluded from the computation of diluted net loss per share if their effect is antidilutive.

In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is generally the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2022 and 2021.

Recently Issued and Adopted Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other accounting standard setting bodies that the Company adopts as of the specified effective date. There have been no new accounting pronouncements or changes to accounting pronouncements that, if adopted, would have or may have a material impact on the Company's consolidated statements or disclosures.

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

3. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values (in thousands):


DESCRIPTION	DECEMBER 31, 2022		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT OBSERVABLE INPUTS (LEVEL 3)
Asset
Money market funds	$	69,991	$	69,991	$	—	$	—
Total financial assets	$	69,991	$	69,991	$	—	$	—


DESCRIPTION	DECEMBER 31, 2021		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT OBSERVABLE INPUTS (LEVEL 3)
Asset
Money market funds	$	132,275	$	132,275	$	—	$	—
Total financial assets	$	132,275	$	132,275	$	—	$	—

There have been no transfers between fair value levels during the years ended December 31, 2022 and 2021. The carrying values of other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities.

- 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

Property and Equipment, Net

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

4. PROPERTY AND EQUIPMENT, NET

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


	DECEMBER 31, 2022			DECEMBER 31, 2021
Lab equipment	$	4,146		$	3,850
Office furniture and fixtures		1,406			537
Leasehold improvements		13,972			13,894
Construction work-in-progress		316			329
Software		4,883			4,883
Computer equipment		499			368
Total	$	25,222		$	23,861
Less: Accumulated depreciation		(9,286	)		(4,226	)
Property and equipment, net	$	15,936		$	19,635

Depreciation and amortization expense was $5.5 million and $2.3 million for the years ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2021, the Company purchased $3.9 million of software, property, and equipment from Microbiome Health Research Institute Inc. doing business as OpenBiome ("OpenBiome"), under the Asset Purchase Agreement, dated as of November 19, 2020 between the Company and OpenBiome (the “OpenBiome Agreement”). As of December 31, 2022, the Company held $1.9 million of the assets purchased from OpenBiome. For additional information on the OpenBiome Agreement, see Note 9 and Note 14.

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

5. LEASES

200 Inner Belt Road Lease

In December 2015, the Company entered into a 10-year lease agreement (the "Inner Belt Road Lease") for approximately 25,785 square feet of space for its primary office and laboratory space in Somerville, Massachusetts. The monthly rental payments under the Inner Belt Road Lease, which include base rent charges of $0.1 million, are subject to periodic rent increases through September 2026.

In July 2016, the Company entered into a 10-year sublease agreement (the "200 Inner Belt Road Sublease") to share its leased space under the Inner Belt Road Lease with OpenBiome, a related party, as sub-tenant. The sublease with OpenBiome is coterminous with the Inner Belt Road Lease and provides for an allocation, based on OpenBiome’s proportionate share, of base rent and other expenses under the Inner Belt Road Lease, which is subject to change each year based on current headcount and space used. OpenBiome’s proportionate share is reassessed on a quarterly basis over the term of the sublease.

In January 2017, the Company amended the Inner Belt Road Lease to lease an additional 10,500 square feet of space for its primary office and laboratory space in Somerville, Massachusetts. The term of the Inner Belt Road Lease and the sublease with OpenBiome were not affected as a result of the amendment, although OpenBiome does occupy some of this additional space. The rental payments for the additional space under the amended Inner Belt Road Lease, which include base rent charges of approximately $33,000 per month, are subject to periodic rent increases through September 2026. In November 2020, pursuant to the OpenBiome Agreement, the Company and OpenBiome amended the terms of the sublease to provide

for a reduction in the size of the subleased premises upon the closing of the OpenBiome Agreement (see Note 14), which occurred on March 1, 2021. The sublease was further amended on January 15, 2021 and June 22, 2021 and terminated on December 31, 2021.

The Company's lease expense under the Inner Belt Road Lease was $1.3 million for each of the years ended December 31, 2022 and 2021. The Company recognized sublease income under the sublease to OpenBiome as rent was received over the sublease term. Gross lease income under the sublease to OpenBiome for the year ended December 31, 2021 was $0.1 million and is presented as an offset to lease expense on the consolidated statements of operations.

Cherry Street Lease

On March 1, 2021, the Company assumed a lease agreement (the “Cherry Street Lease”) in conjunction with the closing of the OpenBiome Agreement. The lease term, as assumed, was from March 2021 through February 2023. The Company’s lease expense under the Cherry Street Lease was $0.1 million for each of the years ended December 31, 2022 and 2021.

Concord Avenue Lease

On May 25, 2021, the Company entered into a lease agreement (the "Concord Avenue Lease") from May 2021 through February 2022. The Company’s lease expense under the Concord Avenue Lease for the years ended December 31, 2022 and 2021 was $0.1 million and $0.2 million, respectively. On August 17, 2021 Finch extended the term of the lease for an additional two-month period through April 2022 and on February 4, 2022 Finch further extended the lease for an additional month through May 2022. The Concord Avenue Lease qualifies as a short-term lease and will be excluded from the balance sheet.

100 Hood Park Drive

On August 3, 2021, Finch entered into a 10-year lease agreement (the "Hood Lease") with Hood Park LLC, pursuant to which Finch will lease approximately 61,139 square feet of office and laboratory space (the "Premises"). The Hood Lease provides Finch with an option to extend the lease for one additional five-year term. Finch’s annual base rent for the Premises started at approximately $4.5 million, and the lease contains annual rent escalations. Finch became responsible for paying rent under the Hood Lease on January 1, 2022 and commenced business operations in the Premises in the second quarter of 2022, which triggered recognition of the lease for accounting purposes. The Company recognized a right-of-use asset totaling $37.1 million and lease liability of $29.4 million upon the commencement of the lease. Lease expense related to the Hood Lease of $3.7 million was recorded for the year ended December 31, 2022.

The Hood Lease provided for a tenant improvement allowance of approximately $14.8 million for the cost of Finch’s work on the Premises. As of December 31, 2022, $14.8 million of lessor owned tenant improvements were completed by the Company, which was fully paid by the lessor to the Company as of December 31, 2022.

Finch posted a customary letter of credit in the amount of approximately $2.3 million, subject to decrease on a set schedule, as a security deposit pursuant to the Hood Lease. This is included in restricted cash, non-current on the consolidated balance sheet as of December 31, 2022 and 2021.

In the third quarter of 2022, Finch entered into a sublease agreement to sublet approximately one third of its leased space under the Hood Lease, which commenced on August 10, 2022, for an initial term of two years, with an option for Finch to extend the sublease for up to one additional year, which Finch exercised in the fourth quarter of 2022. Additionally, in the fourth quarter of 2022, Finch entered into a second sublease agreement to sublet the remainder of its leased space under the Hood Lease for a three-year term, which commenced on December 15, 2022. For the year ended December 31, 2022, Finch recognized sublease income of $0.7 million which is presented as other income in the consolidated statements of operations.

In connection with the preparation of the financial statements for the year ended December 31, 2022, due to the execution of the subleases of the leased space under the Hood Lease, Finch identified a triggering event with regards to the fair value of the Hood right-of-use asset. Therefore, Finch performed a discounted cash flow analysis that considered market-based rent assumptions, which resulted in an impairment of the right-of-use asset of $6.9 million which was recognized in general and administrative and research and development expense on the consolidated statement of operations for the year ended December 31, 2022.

The following table presents the classification of right-of-use assets and lease liabilities as of December 31, 2022 and 2021:


	BALANCE SHEET CLASSIFICATION	DECEMBER 31, 2022		DECEMBER 31, 2021
ASSETS
Operating lease assets	Operating right-of-use assets	$	32,752	$	5,053
Finance lease assets	Property and equipment, net		1		22
Total lease assets			32,753		5,075
Liabilities
Current
Operating lease liabilities	Operating lease liabilities, current	$	3,431	$	1,128
Finance lease liabilities	Other current liabilities		6		19
Noncurrent
Operating lease liabilities	Operating lease liabilities, non-current		34,255		4,887
Finance lease liabilities	Other liabilities		—		7
Total lease liabilities		$	37,692	$	6,041

The following table represents the components of lease cost, which are included in general and administrative and research and development expense on the statement of operations, for the years ended December 31, 2022 and 2021:


	YEAR ENDED DECEMBER 31,
LEASE COST	2022			2021
Finance lease cost:
Amortization of right-of-use assets	$	22		$	27
Interest on lease liabilities		4			10
Operating lease cost		5,230			1,336
Short-term lease cost		173			254
Variable lease cost		1,949			525
Sublease income		(702	)		(88	)
Total lease cost	$	6,676		$	2,064

The weighted-average remaining lease term and discount rate for the years ended December 31, 2022 and 2021 were as follows:


LEASE TERM AND DISCOUNT RATE	DECEMBER 31, 2022	DECEMBER 31, 2021
Weighted-average remaining lease term (years)
Operating leases	8.5	4.6
Finance Leases	0.2	1.2
Weighted-average discount rate
Operating leases	8.3%	6.7%
Finance Leases	30.6%	30.6%

Supplemental disclosure of cash flow information for the years ended December 31, 2022 and 2021 related to leases were as follows:


	YEAR ENDED DECEMBER 31,
SUPPLEMENTAL CASH FLOW INFORMATION	2022			2021
Cash paid for amounts included in measurement of lease liabilities
Operating cash flows (used in) from operating leases	$	(1,931	)	$	1,006
Financing cash flows from finance leases		22			27

The following table represents a summary of the Company’s future lease payments required as of December 31, 2022:


	OPERATING LEASE OBLIGATIONS			FINANCE LEASE OBLIGATIONS		TOTAL LEASE OBLIGATIONS
2023	$	6,103		$	6	$	6,109
2024		6,255			—		6,255
2025		6,427			—		6,427
2026		6,186			—		6,186
2027		5,215			—		5,215
Thereafter		22,390			—		22,390
Total future minimum lease payments	$	52,576		$	6	$	52,582
Less: amount representing interest		(14,890	)		—		(14,890	)
Present value of future minimum lease payments	$	37,686		$	6	$	37,692

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2022

Accrued Liabilities, Current [Abstract]

Accrued Expenses and Other Current Liabilities

6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following as of December 31, 2022 and 2021 (in thousands):


	DECEMBER 31, 2022		DECEMBER 31, 2021
Accrued research and development	$	1,967	$	1,345
Accrued legal and professional fees		5,852		1,117
Accrued compensation and benefits		880		4,401
Accrued other		1,462		3,062
Total accrued expenses and other current liabilities	$	10,161	$	9,925

Loan Payable

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Loan Payable

7. LOAN PAYABLE

Hercules Loan and Security Agreement

On May 11, 2022 (the "Closing Date") the Company entered into a loan and security agreement (the “Loan Agreement”) with Hercules Capital, Inc., providing for a term loan with aggregate maximum borrowings of up to $55.0 million (the “Term Loan”). On January 25, 2023 (the “Payoff Date”), the Company voluntarily paid off all outstanding principal, accrued and unpaid interest, fees, costs and expenses under the Loan Agreement, equal to $16.2 million in the aggregate. Following the Payoff Date, all obligations, covenants, debts and liabilities of the Company under the Loan Agreement were satisfied and discharged in full, and the Loan Agreement and all other documents entered into in connection with the Loan Agreement were terminated.

Under the Loan Agreement, the Company borrowed an initial amount of $15.0 million, and, subject to the terms of the Loan Agreement and conditioned upon the Company's compliance with certain operating covenants contained therein, the Loan Agreement provided for an additional $20.0 million under the first tranche of the Term Loan, and an additional $20.0 million from the second tranche subject to the achievement of certain milestones and conditions.

The Term Loan bore interest at a variable annual rate equal to the greater of (i)(a) 4.05% plus (b) the Prime Rate (as reported in the Wall Street Journal) and (ii) 7.55%. Borrowings under the Loan Agreement were repayable in monthly interest-only payments through December 1, 2024, or December 1, 2025 if certain conditions had been achieved prior to December 1, 2024. After the interest-only payment period, borrowings under the Loan Agreement were repayable in equal monthly payments of principal and accrued interest until November 1, 2026. At the Company's option, the Company could prepay all or a portion of the outstanding borrowings, subject to a prepayment fee of 3.0% of the principal amount if prepayment occurred during the 12 months following the Closing Date, 2.0% after 12 months following the Closing Date and 1.0% after 24 months but on or prior to 36 months following the Closing Date.

The Company paid a $0.3 million facility charge upon closing and would have paid a facility charge in connection with a draw under the second tranche of the Term Loan equal to 0.75% of the amount drawn. The Loan Agreement also provided

for a final payment, payable upon maturity or the repayment of the obligations in full or in part (on a pro rata basis), equal to 5.50% of the aggregate principal amount of Term Loans advanced to the Company and repaid on such date, which was accrued to other liabilities. The Loan Agreement included a minimum cash covenant of $12.5 million that would have applied commencing on the date the principal amount borrowed under the Term Loan exceeded $25.0 million, subject to waiver upon satisfaction of certain conditions as set forth in the Loan Agreement. Borrowings under the Loan Agreement were collateralized by substantially all of the Company’s personal property and other assets, other than its intellectual property. In addition, the Loan Agreement included certain customary affirmative and restrictive covenants, representations and warranties, and required the Company to maintain its cash in controlled deposit accounts.

The loan payable balance as of December 31, 2022 consisted of the following (in thousands):


	DECEMBER 31, 2022
Principal amount of loan payable	$	15,000
Less: current portion of loan payable		—
Loan payable, net of current portion		15,000
Facility charge		(231	)
Unamortized issuance costs		(116	)
Loan payable, including accretion, net of current portion	$	14,653

The estimated future principal payments as of December 31, 2022 were due as follows (in thousands):


	DECEMBER 31, 2022
2023	$	—
2024		574
2025		7,210
2026		7,216
Total	$	15,000

- 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
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+ Details

Restructuring

12 Months Ended

Dec. 31, 2022

Restructuring and Related Activities [Abstract]

Restructuring

8. RESTRUCTURING

During the year ended December 31, 2022 the Company recognized restructuring charges of $2.4 million, consisting of one-time severance payments, healthcare coverage, outplacement services and related expenses in connection with the Company's April 2022 restructuring action (the "April Restructuring") and September 2022 restructuring action (the "September Restructuring"). The April Restructuring was substantially completed by the end of the second quarter of 2022 and the remaining charges were incurred in the third quarter of 2022.

The September Restructuring began in the third quarter of 2022 and was substantially completed in the fourth quarter of 2022, and the Company expects to incur approximately $0.2 million in future periods related to this restructuring action. The accrued restructuring liability is included in accrued compensation and benefits as of December 31, 2022.

The following table summarizes the restructuring accrual activity for the year ended December 31, 2022 (in thousands):


	SEVERANCE AND RELATED BENEFITS
Accrued restructuring liability as of December 31, 2021	$	—
Restructuring charges		2,416
Cash payments		(2,215	)
Accrued restructuring liability as of December 31, 2022	$	201

Revenue

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

9. REVENUE

Takeda Pharmaceutical Company Limited

In January 2017, the Company entered into an agreement (as amended, the “Takeda Agreement”) with Takeda Pharmaceutical Company Limited (“Takeda”), pursuant to which the Company granted Takeda a worldwide, exclusive license, with the right to grant sublicenses, under certain of its patents, patent applications and know-how to develop the

Company’s microbiome therapeutic candidate, FIN-524 (formerly known as "TAK-524"), for the prevention, diagnosis, theragnosis or treatment of diseases in humans. The Company subsequently amended and restated the Takeda Agreement in October 2019 to provide for the Company to allocate certain resources towards determining the feasibility of developing a second microbiome therapeutic candidate, FIN-525. The Company further amended the Takeda Agreement in August 2021 to transition primary responsibility for further development and manufacturing activities with respect to FIN-524 from the Company to Takeda in accordance with a transition plan, and Takeda assumed sole responsibility for regulatory matters with respect to FIN-524. In November 2021, the Takeda Agreement was amended again to enable the Company to carry out certain preliminary evaluation activities with respect to FIN-525. In August of 2022, Takeda elected to terminate the Takeda Agreement and in October of 2022, the Takeda Agreement was amended to reflect the parties' transition plans.

Under the terms of the Takeda Agreement, the Company agreed to design FIN-524, a product candidate optimized for ulcerative colitis, for Takeda based on selection criteria within a product-specific development plan. The Company also agreed to conduct a feasibility study to potentially further develop FIN-525, a program to develop a live biotherapeutic product optimized for the treatment of Crohn’s disease. The Company assessed this arrangement in accordance with ASC 606, Revenue from Contracts with Customers, and concluded that the contract counterparty, Takeda, is a customer. The Company identified the following material promises at the outset of the Takeda Agreement: (1) an exclusive license to use the Company’s rights in intellectual property to conduct research activities; (2) R&D services for activities under the development plan; (3) two options to pursue different indications of research for the Company’s right in product candidates; (4) manufacturing and supply for the Company’s clinical trials; and (5) participation on a joint steering committee and joint development committee. The options were considered distinct from the other promises in the arrangement and analyzed for material rights; the Company concluded these were not material rights and the consideration related to them should be excluded as a performance obligation until the option is exercised. The Company determined that the remaining promises were not capable of being distinct from one another and were not distinct in the context of the contract. In accordance with the Company’s ASC 606 assessment, the Takeda Agreement was determined to contain a single combined performance obligation made up of the promises above, excluding the options. The FIN-525 feasibility study was determined to be part of the single combined performance obligation due to its connection to the original license and research and development activities. The FIN-525 feasibility study was completed in March 2021.

The Company received an upfront payment from Takeda of $10.0 million in the year ended December 31, 2017 in exchange for the exclusive license of the Company’s intellectual property. The Company included the upfront payment and the estimable reimbursable R&D costs in the transaction price and recognized revenue associated with it over the period it expected to perform R&D services. Under the original agreement the estimated term for the R&D and manufacturing services for which the Company had primary responsibility, was through Phase 1 clinical trials.

On August 9, 2021, the Company and Takeda entered into an amendment to the amended and restated Takeda Agreement (the “Amendment”). Pursuant to the Amendment, Finch and Takeda transitioned primary responsibility for such development and manufacturing activities from Finch to Takeda in accordance with an agreed upon transition plan, and Takeda also assumed sole responsibility for regulatory matters with respect to FIN-524. The Company accounted for the Amendment as a modification to the existing contract under ASC 606, as the Amendment significantly reduced the remaining performance obligations, which were then completed by September 30, 2021. As a result, the remaining revenue that had been deferred under the Takeda Agreement was recognized in the third quarter of 2021.

In November 2021, Takeda and Finch entered into an amendment to the Takeda Agreement ("Amendment #2"). Pursuant to Amendment #2, Finch was obligated to perform certain additional research activities related to the feasibility of the FIN-525 program prior to Takeda making the decision to initiate the full development program. Under Amendment #2, Takeda paid Finch for pass-through costs incurred and research services performed at the agreed-upon full-time equivalent rate. The additional feasibility work was completed in the second quarter of 2022.

In August 2022, the Company received written notice from Takeda that, following a review of its pipeline, Takeda had elected to exercise its right to terminate the Takeda Agreement, including the associated amendments. In accordance with the terms of the Takeda Agreement, the termination became effective on November 17, 2022 (the “Termination Effective Date”). Pursuant to a further amendment to the Takeda Agreement, dated October 19, 2022, the Company is in the process of winding down and transitioning activities under the Takeda Agreement. As of the Termination Effective Date, the license rights granted to Takeda terminated and Takeda ceased to accrue any financial obligations to the Company.

The Company recognized revenue related to the Takeda Agreement of $0.9 million and $18.5 million in the years ended December 31, 2022 and 2021, respectively, which is included under collaboration revenue in the consolidated statements of operations.

Takeda reimbursed the Company for certain R&D costs on a quarterly basis. The Company recorded accounts receivable of less than $0.1 million and $0.5 million on its consolidated balance sheets as of December 31, 2022, and 2021, respectively. As of December 31, 2022, there is no remaining deferred revenue due to the Company's satisfaction of the performance obligation.

The Takeda Agreement contained various milestone payments associated with development and commercialization efforts that provided for a maximum available amount of $180.0 million had all of the milestones been achieved. Upon the Termination Effective Date, the Company was no longer eligible to receive future milestones. As of December 31, 2022, the Company has earned and received $4.0 million in milestone payments.

The Company was previously eligible to receive royalties under the Amendment and Takeda was obligated to pay the Company mid-to-high single digit royalties based on annual aggregate net sales of the licensed products, on a product-by-product basis, subject to certain restrictions. The Company did not receive any payments or record any revenues related to sales-based royalties under the Takeda Agreement in the years ended December 31, 2022 and 2021.

OpenBiome

On November 19, 2020, the Company entered into the LMIC License Agreement (“LMIC Agreement”) with OpenBiome, pursuant to which the Company granted OpenBiome a non-exclusive license, with the right to grant sublicenses, under certain patents, patent applications, and know-how that are reasonably necessary or useful for the exploitation of products manufactured directly from donor-sourced stool without the use of culturing or replication, or certain natural products (“OpenBiome Royalty Products”). The license granted to OpenBiome excludes a license under the Company’s intellectual property to exploit a lyophilized natural product (such as CP101) where processed stool is lyophilized. The Company owns all improvements and modifications made to the licensed intellectual property throughout the term of the LMIC Agreement, while OpenBiome is responsible for all manufacturing efforts and all expenses associated with these efforts.

The LMIC Agreement was entered into separately from the OpenBiome Agreement (see Note 14) and the license granted under the LMIC Agreement is unrelated to the assets acquired under the OpenBiome Agreement. The only consideration provided to the Company under the LMIC Agreement is in the form of future royalties on net sales of OpenBiome Royalty Products. The Company is entitled to receive tiered royalties on net sales of certain products, ranging from mid-single digit to low second decile digits on a product-by-product and country-by-country basis. In the event that OpenBiome is required to pay a royalty to a third party to obtain rights under patents owned or controlled by such third party that are necessary for the exercise of its rights under the Company’s intellectual property pursuant to the LMIC Agreement, then OpenBiome shall have the right to deduct a portion of the amount of the royalty due to the third party against the royalties that are due from OpenBiome to the Company. The Company had not earned any of these royalty payments pursuant to the LMIC Agreement as of December 31, 2022.

The LMIC Agreement will continue in perpetuity until the last royalty is earned under the LMIC Agreement unless otherwise terminated by either party. OpenBiome has the right to terminate the LMIC Agreement for convenience upon 90 days specified prior written notice to the Company. Either party may terminate the LMIC Agreement in the event of an uncured material breach by the other party.

The Company did not recognize any revenue related to the LMIC Agreement for the years ended December 31, 2022 and 2021, as there are currently no marketable OpenBiome Royalty Products.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

10. INCOME TAXES

For the years ended December 31, 2022 and 2021, the Company did not record a current or deferred income tax expense or benefit due to current and historical losses incurred by the Company.

The effective income tax rate differed from the statutory federal income tax rate due to the following:


	YEAR ENDED DECEMBER 31,
	2022			2021
Federal income taxes at 21%		21.00	%		21.00	%
State income taxes, net of federal benefit and tax credits	5.00			6.90
Permanent differences	(3.88)			(0.19)
Research and development credit	0.00			2.12
Change in valuation allowance	(22.12)			(29.30)
Other adjustments	0.00			(0.53)
		0.00	%		0.00	%

Significant components of the Company’s net deferred tax assets and liabilities as of December 31, 2022 and 2021 are as follows (in thousands):


	YEAR ENDED DECEMBER 31,
	2022			2021
Deferred Tax Assets:
Net operating losses	$	61,782		$	48,419
Tax credits		6,033			4,376
Accrued expenses		17			859
Right of Use Liabilities		10,225			1,633
Section 174 R&D Expenditures		9,898			—
Other		1,310			548
Total deferred tax assets		89,265			55,835
Valuation allowance		(75,627	)		(49,079	)
Total net deferred tax assets		13,638			6,756
Deferred Tax Liabilities:
Intangibles assets		8,057			7,952
Fixed assets		121			563
Right of Use Assets		8,639			1,372
Other		282			330
Total deferred tax liabilities		17,099			10,217
Total net deferred tax liabilities	$	(3,461	)	$	(3,461	)

The Company regularly assesses the need for a valuation allowance against its deferred tax assets. In making that assessment, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more-likely-than-not that some or all of the deferred tax assets will not be realized. In assessing the realizability of deferred tax assets, the Company considers taxable income in prior carryback years, as permitted under the tax law, the Company's forecasted taxable earnings, tax planning strategies, and the expected timing of the reversal of temporary differences. This determination requires significant judgment, including assumptions about future taxable income that are based on historical and projected information and is performed on a jurisdiction-by-jurisdiction basis.

The Company continues to maintain a partial valuation allowance against its deferred tax assets. During the years ended December 31, 2022 and 2021, management assessed the positive and negative evidence in its U.S. operations, and concluded that it is more likely than not that a portion of its deferred tax assets as of December 31, 2022 will not be realized given the Company's history of operating losses. In determining the amount of the valuation allowance to record, the Company considered the reversal of existing taxable temporary differences as a source of taxable income against which a portion of its deferred tax assets is benefitted. The Company recorded a full valuation allowance against the remaining U.S. deferred tax assets in excess of this source of taxable income. The valuation allowance against deferred tax assets increased by

approximately $26.5 million during 2022 related to a full valuation allowance recorded against additional net operating losses and tax credits generated in the period.

Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures immediately in the year incurred and requires taxpayers to capitalize and amortize them over five years pursuant to IRC Section 174. The mandatory capitalization requirement had no impact to the overall deferred tax assets due to the Company's loss position and full valuation allowance.

As of December 31, 2022, the Company had federal net operating losses of $230.9 million, which may be available to offset future federal income tax liabilities. The Company’s federal net operating losses incurred prior to 2018, $37.2 million, expire through 2037, while its federal net operating losses incurred in 2018 and onwards, $193.7 million, can be carried forward indefinitely. As of December 31, 2021, the Company had federal net operating losses of $181.9 million, which may be available to offset future federal income tax liabilities.

As of December 31, 2022, the Company had post-apportioned state net operating losses of $13.3 million that can generally be carried forward 20 years. As of December 31, 2021, the Company had post-apportioned state net operating losses of $10.2 million that can generally be carried forward 20 years.

As of December 31, 2022, the Company had $4.9 million and $1.1 million of federal and state research and development credits, respectively, which will expire at various dates through 2041. As of December 31, 2021, the Company had $3.8 million and $0.4 million of federal and state research and development credits, respectively, which will expire at various dates through 2041.

Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The Company has not, yet, conducted a study to determine if any such changes have occurred that could limit its ability to use the net operating loss and tax credit carryforward.

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. As of December 31, 2022 and 2021, the total amount of uncertain tax liabilities relates to federal and state tax credit carryforwards and are all recorded net in deferred taxes.

A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows (in thousands):


	YEAR ENDED DECEMBER 31,
	2022		2021
Balance, beginning of year	$	1,822	$	1,318
Additions for tax positions of current year		651		507
Additions for tax positions of prior years		—		(3	)
Balance, end of year	$	2,473	$	1,822

The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. As of December 31, 2022 and 2021, no accrued interest or penalties are included on the related tax liability line in the consolidated balance sheet.

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. There are currently no pending income tax examinations. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service and state tax authorities to the extent utilized in a future period.

- 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

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-Publisher FASB
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+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

11. COMMITMENTS AND CONTINGENCIES

Legal contingencies

On December 1, 2021, Rebiotix Inc. and Ferring Pharmaceuticals Inc. (collectively, “Rebiotix”) filed a complaint against the Company in the U.S. District Court for the District of Delaware (the "Court"). The complaint seeks a declaratory judgment of non-infringement and invalidity with respect to seven United States Patents owned by the Company: U.S. Patent Nos. 10,675,309 (the “‘309 Patent”); 10,463,702 (the “‘702 Patent”); 10,328,107 (the “‘107 Patent”); 10,064,899; 10,022,406 (the “’406 Patent”); 9,962,413 (the “’413 Patent”); and 9,308,226. On February 7, 2022, the Company filed an answer and counterclaims against Rebiotix for infringement of the ’107, ’702, and ’309 Patents. In June 2022, Finch alleged infringement of the ’406 and ’413 Patents by Rebiotix. On March 7, 2022, the Company filed an amended answer and counterclaims, in which the Company, together with the Regents of the University of Minnesota (“UMN”), alleged infringement by Rebiotix of three U.S. Patents owned by UMN and exclusively licensed to the Company: U.S. Patent Nos. 10,251,914, 10,286,011, and 10,286,012, (collectively, the “UMN Patents"). On April 4, 2022, Rebiotix filed counterclaims for declaratory judgment of non-infringement and invalidity of the UMN Patents. On May 2, 2022, the Company and UMN responded, denying such counterclaims. The Court set a trial date for a five-day trial beginning on May 20, 2024. On January 23, 2023, the Company filed a second amended answer and counterclaims, in which the Company alleged infringement by Rebiotix of two additional U.S. Patents owned by Finch: U.S. Patent Nos. 11,541,080 (the "'080 Patent") and 11,491,193 (the "'193 Patent"). On February 7, 2023 Rebiotix filed counterclaims for declaratory judgment of non-infringement and invalidity of the ’080 and ’193 patents. The Court issued a claim construction order on February 28, 2023. The pending lawsuit is subject to inherent uncertainties, and the actual legal fees and costs will depend upon many unknown factors. The outcome of the pending lawsuit cannot be predicted with certainty. The Company has determined that there is no probable or estimable loss contingency that is required to be recorded as of December 31, 2022.

License and royalty payments

The Company has also entered into license agreements under which it is obligated to make milestone and royalty payments and incur annual maintenance fees. The Company owes an annual maintenance fee of $5,000 under the agreement with the University of Minnesota, as well as escalating minimum royalty amounts. The Company is also required to pay minimum royalties under the agreement with Arizona State University of $5,000 annually through 2023, which increases to $20,000 in 2024. The minimum payments continue in perpetuity for the University of Minnesota until the agreement is terminated. The Company entered into the OpenBiome Agreement in November 2020 (see Note 9 and Note 14) and the closing of the OpenBiome Agreement occurred on March 1, 2021. Under the terms of the OpenBiome Agreement, the Company was required to make certain milestone and royalty payments to OpenBiome in conjunction with the license and purchase of certain intellectual property related to the underlying chemistry, manufacturing, and controls ("CMC") process used to manufacture materials for its clinical trials. The Company is obligated to pay to OpenBiome a low single digit royalty on net sales of licensed natural products by the Company and its affiliates and a high single digit percentage of certain sublicensing revenue (including royalties) received in connection with licensed natural products. These royalties are calculated on a product-by-product and country-by-country basis.

Purchase and other obligations

The Company has entered into contracts in the normal course of business with contract research organizations and other third parties for preclinical studies, clinical studies, and testing and manufacturing services. Most contracts do not contain minimum purchase commitments and are cancelable by the Company upon prior written notice. Payments due upon cancellation consist of payments for services provided or expenses incurred, including non-cancelable obligations of the Company's service providers up to one year after the date of cancellation. Under these agreements, in exchange for access to intellectual property, the Company may be obligated to provide future minimum royalty payments and milestone payments related to regulatory approvals and sales-based events.

Leases

The Company's commitments under its lease agreements are described in Note 5.

Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Stockholders' Equity

12. STOCKHOLDERS' EQUITY

On February 24, 2021, the Board and the Company’s stockholders approved the Company’s amended and restated certificate of incorporation, which became effective immediately prior to the closing of the IPO on March 18, 2021. The certificate

authorizes the issuance of up to 200,000,000 shares of $0.001 par value common stock and up to 10,000,000 shares of $0.001 par value undesignated preferred stock. The Board may designate the rights, preferences, privileges, and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, and number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on the Company's common stock, diluting the voting power of the Company's common stock, impairing the liquidation rights of the Company's common stock, or delaying or preventing a change in control. As of December 31, 2022, no shares of preferred stock were outstanding.

In conjunction with the IPO, the Company issued and sold 7,500,000 shares of common stock at a public offering price of $17.00 per share, for aggregate net proceeds of $115.7 million after deducting underwriting discounts and commissions and initial public offering costs. In connection with the IPO, all then outstanding shares of preferred stock were converted into 31,253,609 shares of common stock.

On April 20, 2021, the Company issued 192,877 additional shares of common stock, pursuant to the underwriters’ partial exercise of their overallotment option, at a public offering price of $17.00 per share for aggregate gross proceeds of $3.3 million and net proceeds of $3.0 million after deducting underwriters’ discounts, commissions and offering costs.

Each share of common stock entitles the holder to one vote, together with the holders of preferred stock, on all matters submitted to the stockholders for a vote. Common stockholders are also entitled to receive dividends. As of December 31, 2022, no cash dividends have been declared or paid.

As of December 31, 2022 and 2021, the Company has reserved the following shares of common stock for the exercise of stock options, vesting of restricted stock, and shares under the employee stock purchase plan:


	YEAR ENDED DECEMBER 31,
	2022		2021
Options to purchase common stock		3,289,383		3,264,770
Unvested restricted stock units		270,996		—
Shares issuable under employee stock purchase plan		92		45,195
		3,560,471		3,309,965

- 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
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

13. STOCK-BASED COMPENSATION

2017 Equity Incentive Plan

The Company adopted the 2017 Equity Incentive Plan (the “2017 Plan”) in February 2017 for the issuance of stock options and other stock-based awards to employees, consultants, officers and directors. As of December 31, 2021, there were no shares available for future issuance since all shares in the 2017 Plan ceased to be available upon the effective date of the 2021 Equity Incentive Plan, which occurred in March 2021.

2021 Equity Incentive Plan

In March 2021, the Board adopted, and the stockholders approved, the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan became effective on the date of the underwriting agreement related to the IPO and no further grants will be made under the 2017 Plan.

The 2021 Plan provides for the grant of incentive stock options to employees, including employees of any parent or subsidiary of the Company, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of the Company’s affiliates.

Initially, the maximum number of shares of the Company’s common stock that may be issued under the 2021 Plan will not exceed 5,291,446 shares of common stock, which is the sum of (1) 4,700,000 new shares, plus (2) an additional number of shares equal to the number of shares of common stock subject to outstanding stock options or other stock awards granted under the 2017 Plan that, on or after the 2021 Plan became effective, terminate or expire prior to exercise or settlement; are not issued because the award is settled in cash; are forfeited because of the failure to vest; or are reacquired or withheld (or not issued) to satisfy a tax withholding obligation or the purchase or exercise price, if any, as such shares become available from time to time. In addition, the number of shares of common stock reserved for issuance under the Company's 2021 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, in an amount equal to (i) 5.0% of the total number of shares of common stock outstanding on December 31 of the year before the date of each automatic increase, or (ii) a lesser number of shares determined by the Board prior to the applicable January 1.

The maximum number of shares of common stock that may be issued on the exercise of incentive stock options under the 2021 Plan will be 14,100,000 shares. Shares subject to stock awards granted under the 2021 Plan that expire or terminate without being exercised in full or that are paid out in cash rather than in shares will not reduce the number of shares available for issuance under the 2021 Plan.

On January 1, 2022, the number of shares of common stock reserved and available for issuance under the 2021 Plan automatically increased by 2,375,609 shares pursuant to the provisions of the 2021 Plan.

As of December 31, 2022, there were 3,289,383 shares of common stock issuable upon the exercise of outstanding options and there were 1,846,333 shares available for future issuance under the 2021 Plan.

2021 Employee Stock Purchase Plan

In March 2021, the Board adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective on the date of the underwriting agreement related to the IPO. The 2021 ESPP is administered by the Board or by a committee appointed by the Board. The 2021 ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 500,000 shares of common stock. The first offering period under the 2021 ESPP commenced on December 1, 2021.

Each offering to employees to purchase shares will begin on each June 1 and December 1 and will end on the following November 30 and May 31, respectively. On each purchase date, which will fall on the last date of each offering period, participants in the 2021 ESPP will purchase shares of common stock at a price per share equal to 85% of the lesser of (1) the fair market value of the shares on the offering date or (2) the fair market value of the shares on the purchase date. The occurrence and duration of offering periods under the 2021 ESPP are subject to the determinations of the compensation committee of the Board. On January 1, 2022, the number of shares of common stock reserved and available for issuance under the 2021 ESPP automatically increased by 475,121 shares pursuant to the provisions of the 2021 ESPP. As of December 31, 2022, 100,645 shares were issued under the 2021 ESPP in 2021 and 874,476 shares were available for future issuance.

Stock Option Valuation

The assumptions that the Company used in Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted for the years ended December 31, 2022 and 2021 were as follows:


	2022	2021
Risk-free interest rate	2.26%	0.88%
Expected term (in years)	5.88	5.1 - 6.3
Expected volatility	95.7%	77.7% - 93.0%
Expected dividend yield	0.0%	0.0%

The following table summarizes the activity of the Company’s stock options under the 2017 Plan and 2021 Plan for the year ended December 31, 2022:


	SHARES			WEIGHTED- AVERAGE EXERCISE PRICE		WEIGHTED- AVERAGE REMAINING CONTRACTUAL TERM (in years)		AGGREGATE INTRINSIC VALUE (in thousands)
Outstanding as of December 31, 2021		3,264,770		$	11.04		8.4	$	7,228
Granted		2,185,894			6.92
Exercised		(188,338	)		0.74
Cancelled or forfeited		(1,500,529	)		10.47
Expired		(472,414	)		6.56
Outstanding as of December 31, 2022		3,289,383		$	9.79		6.9	$	—
Options exercisable as of December 31, 2022		1,349,144		$	9.51		5.0	$	—
Options vested or expected to vest as of December 31, 2022		3,289,383		$	9.79		6.9	$	—

The options granted during the years ended December 31, 2022 and 2021 were granted to employees and consultants of the Company. As of December 31, 2022, there was approximately $12.1 million of unrecognized compensation expense related to the stock-based compensation arrangements granted under the 2021 Plan remaining to be recognized. The Company expects to recognize this cost over a weighted average period of 2.43 years.

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The intrinsic value of options exercised in 2022 and 2021 was $0.4 million and $1.7 million, respectively. The weighted-average grant date fair value of stock options granted in the years ended December 31, 2022 and 2021 under the Black-Scholes option pricing model was $6.92 per option and $9.87 per option, respectively.

Restricted Stock Unit Awards

In June 2022 the Company issued RSU awards with time-based vesting conditions to employees. The fair value of an RSU award is equal to the fair market value of the Company's ordinary shares on the date of grant and the expense is recognized on a straight-line basis over the requisite service period. The RSUs primarily vest over one year from the grant date.

The following table summarizes the activity of the Company’s RSUs under the 2021 Plan for the year ended December 31, 2022:


	RSUs			WEIGHTED- AVERAGE GRANT DATE FAIR VALUE		AGGREGATE INTRINSIC VALUE (in thousands)
Outstanding as of December 31, 2021		—		$	—	$	—
Granted		623,260			2.79
Vested and distributed		(252,431	)		2.79
Forfeited		(99,833	)		2.79
Unvested as of December 31, 2022		270,996		$	2.79	$	131

Stock-Based Compensation Expense

Total stock-based compensation expense recorded as research and development and general and administrative expenses, respectively, for employees, directors and non-employees during the years ended December 31, 2022 and 2021 is as follows (in thousands):


	YEAR ENDED DECEMBER 31,
	2022		2021
Research and development	$	3,265	$	1,605
General and administrative		4,579		2,556
Total	$	7,844	$	4,161

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

14. RELATED PARTY TRANSACTIONS

Master Strategic Affiliation Agreement

Under the Master Strategic Affiliation Agreement with OpenBiome (the “Strategic Agreement”), OpenBiome and the Company reimbursed one another for certain administrative expenses. The Company’s Chief Executive Officer and a member of the Board is the spouse of the co-founder and former executive director of OpenBiome, and certain of the OpenBiome directors are stockholders of the Company. The Strategic Agreement was amended and restated in its entirety upon execution of the OpenBiome Agreement in November 2020 (as amended, the "A&R Strategic Agreement").

The Company did not record any reimbursements to or from OpenBiome under the A&R Strategic Agreement during the year ended December 31, 2022. For the year ended December 31, 2021, the Company reimbursed OpenBiome $0.1 million, and OpenBiome reimbursed the Company $0.1 million under the A&R Strategic Agreement. As of December 31, 2022 and December 31, 2021, the Company recorded zero payable balance due to OpenBiome.

OpenBiome subleased office and lab space from the Company through December 31, 2021 (see Note 5). The Company’s rent income under the sublease was $0.1 million for the year ended December 31, 2021.

Clinical Supply and Services Agreement

On February 10, 2020, the Company entered into a Clinical Supply and Services Agreement (the “CSA”) with OpenBiome, which terminated upon closing of the OpenBiome Agreement in March 2021. In accordance with the CSA, OpenBiome agreed to supply the Company with certain manufactured material and to provide additional support services to the Company. In consideration for these materials and services, the Company agreed to pay a monthly platform fee of $0.2 million, all direct employee overhead costs, and variable costs for consumables. Under a related payment agreement executed concurrently with the CSA, the Company paid a $0.5 million security deposit in the event of cost overruns under the CSA arrangement and approximately $1.6 million in prepaid fees. The $0.5 million security deposit was returned to the Company during the same period. The Company paid OpenBiome $1.1 million under the CSA for the year ended December 31, 2021.

OpenBiome Agreement

On November 19, 2020, the Company entered into the OpenBiome Agreement in order to obtain OpenBiome’s CMC manufacturing process to enhance the Company's then current manufacturing capabilities for CP101; the OpenBiome Agreement was fully executed and closed on March 1, 2021. Simultaneously with entering into the OpenBiome Agreement, the Company terminated the Material Access License Agreement, the CSA and the Asset Purchase and License Agreement, as well as certain subject matter agreements, and executed the A&R Strategic Agreement.

Pursuant to the OpenBiome Agreement, the Company acquired certain biological samples, software, and a non-exclusive license to OpenBiome’s CMC technology upon signing in November 2020, and acquired certain biological samples, a commercial lease, contract services, intellectual property and capital equipment upon the closing of the transaction in March 2021.

Under the OpenBiome Agreement, the Company is also required to pay certain milestones of up to $26.0 million upon the occurrence of certain R&D events, regulatory approvals, and commercial sales, and low single digit royalties on net sales of products on a product-by-product and country-by-country basis, as well as a mid-single digit royalties on sublicensing revenue related to such products. The Company will continue to earn royalties under the OpenBiome Agreement, which serve as reimbursement for third party license fees, based on sales of fecal microbiota transplantation ("FMT") materials.

Retirement Plan	12 Months Ended
Retirement Plan	Dec. 31, 2022
Retirement Benefits [Abstract]
Retirement Plan	15. RETIREMENT PLAN The Company has adopted a defined contribution plan intended to qualify under Section 401(k) of the Internal Revenue Code covering all eligible employees of the Company. All employees are eligible to become participants of the plan at the beginning of the next full quarter subsequent to their hire date. Each active employee may elect, voluntarily, to contribute a percentage of their compensation to the plan each year, subject to certain limitations. The Company reserves the right to make additional contributions to this plan. The Company made contributions to the plan of $0.7 million and $0.8 million in the years ended December 31, 2022 and 2021, respectively.

Loss per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Loss per Share

16. LOSS PER SHARE

Basic and diluted loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding (in thousands, except share and per share data):


	FOR THE YEAR ENDED DECEMBER 31,
	2022			2021
Numerator:
Net loss	$	(114,646	)	$	(58,160	)
Net loss attributable to common stockholders—basic and diluted		(114,646	)		(58,160	)
Denominator:
Weighted-average common stock outstanding—basic and diluted		47,691,632			39,202,086
Net loss per share attributable to common stockholders—basic and diluted	$	(2.40	)	$	(1.48	)

The Company’s potentially dilutive securities, which include stock options, restricted stock, and shares issuable under the employee stock purchase plan, have been excluded from the computation of diluted net loss per share as the effect would be

to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following from the computation of diluted net loss per share attributable to common stockholders at December 31, 2022 and 2021 because including them would have had an anti-dilutive effect:


	YEAR ENDED DECEMBER 31,
	2022		2021
Options to purchase common stock		3,289,383		3,264,770
Unvested restricted stock units		270,996		—
Shares issuable under employee stock purchase plan		92		45,195
		3,560,471		3,309,965

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

17. SUBSEQUENT EVENTS

January Restructuring

On January 24, 2023, the Company announced decisions to discontinue its Phase 3 clinical trial of CP101 in recurrent CDI and to focus on realizing the value of its intellectual property estate and other assets. In connection with these decisions, on January 23, 2023, the Board approved certain expense reduction measures, including a reduction of the Company’s workforce by 77 full-time employees, or approximately 95% of the Company’s then current employee base (the “January 2023 Restructuring”). The Company initiated the January 2023 Restructuring on January 24, 2023, with the majority of impacted positions ending in February 2023 and a small number of positions maintained into May 2023.

As a result of the January 2023 Restructuring, the Company estimates that it will incur approximately $4.1 million in costs resulting from cash expenditures consisting of one-time severance payments, outplacement services and related expenses. The Company expects to record a significant portion of these charges in the first half of 2023. The January 2023 Restructuring is expected to be substantially complete by the end of the second quarter of 2023. The estimates of costs that the Company expects to incur, and the timing thereof, are subject to a number of assumptions and actual results may differ. The Company may also incur other charges or cash expenditures not currently contemplated in connection with the Restructuring.

Hercules Loan Agreement Payoff

On January 25, 2023, the Company voluntarily paid off all outstanding principal, accrued and unpaid interest, fees, costs and expenses, equal to $16.2 million in the aggregate (the “Payoff Amount”), under the Loan Agreement. The Payoff Amount included a prepayment charge of $330,000, equal to 2.2% of the outstanding principal, and an end of term fee of $825,000. Upon receipt by the lender of the Payoff Amount on January 25, 2023, all obligations, covenants, debts and liabilities of the Company under the Loan Agreement were satisfied and discharged in full, and the Loan Agreement and all other documents entered into in connection with the Loan Agreement were terminated.

IPR&D Asset

As a result of management's decision to discontinue the Company’s Phase 3 clinical trial of CP101 in recurrent CDI and focus on realizing the value of the Company’s intellectual property estate and other assets, the value of the Company’s IPR&D asset will be impaired in the first quarter of 2023, as the value of the asset is derived from the estimated future cash flows associated with CP101.

Silicon Valley Bank

On March 10, 2023, Silicon Valley Bank (SVB) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation as receiver. The Company received full access to its cash at SVB on March 13, 2023.

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Principles of Consolidation

Use of Estimates

Fair Value Measurements

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

Cash and Cash Equivalents

Restricted Cash

Concentrations of Credit Risk

Accounts Receivable

Property and Equipment


		ESTIMATED USEFUL LIFE
Computer equipment and software		3 years
Laboratory equipment		5 years
Office furniture		5 years
Leasehold improvements		Shorter of useful life or lease term

Goodwill and In-Process Research and Development

Deferred Initial Public Offering Costs

Leases

Impairment of Long-lived Assets

Debt Issuance Costs

Research and Development Expenses

Segment Information

Redeemable Convertible Preferred Stock

applicable conversion ratio then in effect. Subsequent to the closing of the IPO, there were no shares of convertible preferred stock outstanding.

Share-based Compensation

Stock-based Compensation

Income Taxes

Revenue Recognition

Disaggregation of Revenue

The following table provides revenue disaggregated by timing of revenue recognition (in thousands):


	YEAR ENDED DECEMBER 31,
	2022		2021
Transferred over time	$	861	$	18,532
Total	$	861	$	18,532

Net Loss Per Share

Recently Issued and Adopted Accounting Pronouncements

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Property and Equipment Estimated Useful Lives

Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows:


		ESTIMATED USEFUL LIFE
Computer equipment and software		3 years
Laboratory equipment		5 years
Office furniture		5 years
Leasehold improvements		Shorter of useful life or lease term

Schedule of Disaggregation of Revenue by Timing of Revenue Recognition

The following table provides revenue disaggregated by timing of revenue recognition (in thousands):


	YEAR ENDED DECEMBER 31,
	2022		2021
Transferred over time	$	861	$	18,532
Total	$	861	$	18,532

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis


DESCRIPTION	DECEMBER 31, 2022		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT OBSERVABLE INPUTS (LEVEL 3)
Asset
Money market funds	$	69,991	$	69,991	$	—	$	—
Total financial assets	$	69,991	$	69,991	$	—	$	—


DESCRIPTION	DECEMBER 31, 2021		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT OBSERVABLE INPUTS (LEVEL 3)
Asset
Money market funds	$	132,275	$	132,275	$	—	$	—
Total financial assets	$	132,275	$	132,275	$	—	$	—

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

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


	DECEMBER 31, 2022			DECEMBER 31, 2021
Lab equipment	$	4,146		$	3,850
Office furniture and fixtures		1,406			537
Leasehold improvements		13,972			13,894
Construction work-in-progress		316			329
Software		4,883			4,883
Computer equipment		499			368
Total	$	25,222		$	23,861
Less: Accumulated depreciation		(9,286	)		(4,226	)
Property and equipment, net	$	15,936		$	19,635

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases Balance Sheet Information

The following table presents the classification of right-of-use assets and lease liabilities as of December 31, 2022 and 2021:


	BALANCE SHEET CLASSIFICATION	DECEMBER 31, 2022		DECEMBER 31, 2021
ASSETS
Operating lease assets	Operating right-of-use assets	$	32,752	$	5,053
Finance lease assets	Property and equipment, net		1		22
Total lease assets			32,753		5,075
Liabilities
Current
Operating lease liabilities	Operating lease liabilities, current	$	3,431	$	1,128
Finance lease liabilities	Other current liabilities		6		19
Noncurrent
Operating lease liabilities	Operating lease liabilities, non-current		34,255		4,887
Finance lease liabilities	Other liabilities		—		7
Total lease liabilities		$	37,692	$	6,041

Summary of Components of Lease Cost


	YEAR ENDED DECEMBER 31,
LEASE COST	2022			2021
Finance lease cost:
Amortization of right-of-use assets	$	22		$	27
Interest on lease liabilities		4			10
Operating lease cost		5,230			1,336
Short-term lease cost		173			254
Variable lease cost		1,949			525
Sublease income		(702	)		(88	)
Total lease cost	$	6,676		$	2,064

Summary of Weighted Average Remaining Lease Term and Discount Rate

The weighted-average remaining lease term and discount rate for the years ended December 31, 2022 and 2021 were as follows:


LEASE TERM AND DISCOUNT RATE	DECEMBER 31, 2022	DECEMBER 31, 2021
Weighted-average remaining lease term (years)
Operating leases	8.5	4.6
Finance Leases	0.2	1.2
Weighted-average discount rate
Operating leases	8.3%	6.7%
Finance Leases	30.6%	30.6%

Schedule of Supplemental Cash Flow Information

Supplemental disclosure of cash flow information for the years ended December 31, 2022 and 2021 related to leases were as follows:


	YEAR ENDED DECEMBER 31,
SUPPLEMENTAL CASH FLOW INFORMATION	2022			2021
Cash paid for amounts included in measurement of lease liabilities
Operating cash flows (used in) from operating leases	$	(1,931	)	$	1,006
Financing cash flows from finance leases		22			27

Schedule of Future Lease Payments

The following table represents a summary of the Company’s future lease payments required as of December 31, 2022:


	OPERATING LEASE OBLIGATIONS			FINANCE LEASE OBLIGATIONS		TOTAL LEASE OBLIGATIONS
2023	$	6,103		$	6	$	6,109
2024		6,255			—		6,255
2025		6,427			—		6,427
2026		6,186			—		6,186
2027		5,215			—		5,215
Thereafter		22,390			—		22,390
Total future minimum lease payments	$	52,576		$	6	$	52,582
Less: amount representing interest		(14,890	)		—		(14,890	)
Present value of future minimum lease payments	$	37,686		$	6	$	37,692

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of December 31, 2022 and 2021 (in thousands):


	DECEMBER 31, 2022		DECEMBER 31, 2021
Accrued research and development	$	1,967	$	1,345
Accrued legal and professional fees		5,852		1,117
Accrued compensation and benefits		880		4,401
Accrued other		1,462		3,062
Total accrued expenses and other current liabilities	$	10,161	$	9,925

Loan Payable (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Loan Payable

The loan payable balance as of December 31, 2022 consisted of the following (in thousands):


	DECEMBER 31, 2022
Principal amount of loan payable	$	15,000
Less: current portion of loan payable		—
Loan payable, net of current portion		15,000
Facility charge		(231	)
Unamortized issuance costs		(116	)
Loan payable, including accretion, net of current portion	$	14,653

Schedule of Estimated future principal payments

The estimated future principal payments as of December 31, 2022 were due as follows (in thousands):


	DECEMBER 31, 2022
2023	$	—
2024		574
2025		7,210
2026		7,216
Total	$	15,000

Restructuring (Tables)

12 Months Ended

Dec. 31, 2022

Restructuring and Related Activities [Abstract]

Summary of Restructuring Activity

The following table summarizes the restructuring accrual activity for the year ended December 31, 2022 (in thousands):


	SEVERANCE AND RELATED BENEFITS
Accrued restructuring liability as of December 31, 2021	$	—
Restructuring charges		2,416
Cash payments		(2,215	)
Accrued restructuring liability as of December 31, 2022	$	201

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

The effective income tax rate differed from the statutory federal income tax rate due to the following:


	YEAR ENDED DECEMBER 31,
	2022			2021
Federal income taxes at 21%		21.00	%		21.00	%
State income taxes, net of federal benefit and tax credits	5.00			6.90
Permanent differences	(3.88)			(0.19)
Research and development credit	0.00			2.12
Change in valuation allowance	(22.12)			(29.30)
Other adjustments	0.00			(0.53)
		0.00	%		0.00	%

Schedule of Components of Deferred Tax Assets and Liabilities

Significant components of the Company’s net deferred tax assets and liabilities as of December 31, 2022 and 2021 are as follows (in thousands):


	YEAR ENDED DECEMBER 31,
	2022			2021
Deferred Tax Assets:
Net operating losses	$	61,782		$	48,419
Tax credits		6,033			4,376
Accrued expenses		17			859
Right of Use Liabilities		10,225			1,633
Section 174 R&D Expenditures		9,898			—
Other		1,310			548
Total deferred tax assets		89,265			55,835
Valuation allowance		(75,627	)		(49,079	)
Total net deferred tax assets		13,638			6,756
Deferred Tax Liabilities:
Intangibles assets		8,057			7,952
Fixed assets		121			563
Right of Use Assets		8,639			1,372
Other		282			330
Total deferred tax liabilities		17,099			10,217
Total net deferred tax liabilities	$	(3,461	)	$	(3,461	)

Schedule of Reconciliation of Total Unrecognized Tax Benefits

A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows (in thousands):


	YEAR ENDED DECEMBER 31,
	2022		2021
Balance, beginning of year	$	1,822	$	1,318
Additions for tax positions of current year		651		507
Additions for tax positions of prior years		—		(3	)
Balance, end of year	$	2,473	$	1,822

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Summary of Shares Reserved for Potential Conversion of Outstanding Preferred Stock, Vesting of Restricted Stock and Exercise of Stock Options and Common Stock Warrants


	YEAR ENDED DECEMBER 31,
	2022		2021
Options to purchase common stock		3,289,383		3,264,770
Unvested restricted stock units		270,996		—
Shares issuable under employee stock purchase plan		92		45,195
		3,560,471		3,309,965

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Assumptions Used to Value Stock Options Granted


	2022	2021
Risk-free interest rate	2.26%	0.88%
Expected term (in years)	5.88	5.1 - 6.3
Expected volatility	95.7%	77.7% - 93.0%
Expected dividend yield	0.0%	0.0%

Summary of Total Stock-Based Compensation Expense


	YEAR ENDED DECEMBER 31,
	2022		2021
Research and development	$	3,265	$	1,605
General and administrative		4,579		2,556
Total	$	7,844	$	4,161

Restricted Stock Units (RSUs)

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Summary of Activity of Stock Options

The following table summarizes the activity of the Company’s RSUs under the 2021 Plan for the year ended December 31, 2022:


	RSUs			WEIGHTED- AVERAGE GRANT DATE FAIR VALUE		AGGREGATE INTRINSIC VALUE (in thousands)
Outstanding as of December 31, 2021		—		$	—	$	—
Granted		623,260			2.79
Vested and distributed		(252,431	)		2.79
Forfeited		(99,833	)		2.79
Unvested as of December 31, 2022		270,996		$	2.79	$	131

Stock Options [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Summary of Activity of Stock Options

The following table summarizes the activity of the Company’s stock options under the 2017 Plan and 2021 Plan for the year ended December 31, 2022:


	SHARES			WEIGHTED- AVERAGE EXERCISE PRICE		WEIGHTED- AVERAGE REMAINING CONTRACTUAL TERM (in years)		AGGREGATE INTRINSIC VALUE (in thousands)
Outstanding as of December 31, 2021		3,264,770		$	11.04		8.4	$	7,228
Granted		2,185,894			6.92
Exercised		(188,338	)		0.74
Cancelled or forfeited		(1,500,529	)		10.47
Expired		(472,414	)		6.56
Outstanding as of December 31, 2022		3,289,383		$	9.79		6.9	$	—
Options exercisable as of December 31, 2022		1,349,144		$	9.51		5.0	$	—
Options vested or expected to vest as of December 31, 2022		3,289,383		$	9.79		6.9	$	—

Loss per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Basic and Diluted Loss per Share Attributable to Common Stockholders


	FOR THE YEAR ENDED DECEMBER 31,
	2022			2021
Numerator:
Net loss	$	(114,646	)	$	(58,160	)
Net loss attributable to common stockholders—basic and diluted		(114,646	)		(58,160	)
Denominator:
Weighted-average common stock outstanding—basic and diluted		47,691,632			39,202,086
Net loss per share attributable to common stockholders—basic and diluted	$	(2.40	)	$	(1.48	)

Computation of Diluted Loss per Share Attributable to Common Stockholders

The Company excluded the following from the computation of diluted net loss per share attributable to common stockholders at December 31, 2022 and 2021 because including them would have had an anti-dilutive effect:


	YEAR ENDED DECEMBER 31,
	2022		2021
Options to purchase common stock		3,289,383		3,264,770
Unvested restricted stock units		270,996		—
Shares issuable under employee stock purchase plan		92		45,195
		3,560,471		3,309,965

Nature of Operations and Basis of Presentation - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ (114,646)	$ (58,160)
Accumulated deficit	(275,641)	(160,995)
Cash and cash equivalents	$ 71,038	$ 133,481

- Definition

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

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+ Details

Significant Accounting Policies - Additional Information (Details)				9 Months Ended	12 Months Ended
	Apr. 20, 2021 USD ($) shares	Mar. 18, 2021 USD ($) shares	Mar. 12, 2021 shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) Segment shares
Summary Of Significant Accounting Policies [Line Items]
Cash equivalents					$ 71,000,000.0	$ 133,500,000
Restricted cash					2,800,000	2,500,000
Impairment of goodwill				$ 18,100,000	18,057,000	0
Impairment of goodwill					18,057,000	$ 0
Deferred offering costs					$ 0
Convertible preferred stock outstanding \| shares \| shares					0	0
Number of operating segments \| Segment						1
Effective income tax rate reconciliation, percent					50.00%
Income tax, accruals for interest or penalties					$ 0	$ 0
Operating right-of-use assets					32,752,000	5,053,000
Operating lease liabilities, current					3,431,000	1,128,000
Operating lease liabilities, non-current					$ 34,255,000	$ 4,887,000
Common Stock [Member]
Summary Of Significant Accounting Policies [Line Items]
Initial public offering, net of underwriting discounts, commissions and net of offering costs of $11,786 \| shares	192,877	7,500,000				7,500,000
OverAllotment Option \| Common Stock [Member]
Summary Of Significant Accounting Policies [Line Items]
Initial public offering, net of underwriting discounts, commissions and net of offering costs of $11,786 \| shares	192,877
OverAllotment Option \| Maximum
Summary Of Significant Accounting Policies [Line Items]
Deferred offering costs	$ 100,000
IPO [Member]
Summary Of Significant Accounting Policies [Line Items]
Deferred offering costs		$ 2,900,000
Reverse stock split ratio					69.000
Convertible preferred stock outstanding \| shares \| shares			0
IPO [Member] \| Common Stock [Member]
Summary Of Significant Accounting Policies [Line Items]
Number shares issued upon conversion of redeemable convertible preferred stock \| shares \| shares \| shares			31,253,609
Significant Observevable Inputs (Level 3)
Summary Of Significant Accounting Policies [Line Items]
Assets					$ 0	$ 0
Liabilities					$ 0	$ 0

Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details)	12 Months Ended
	Dec. 31, 2022
Computer Equipment and Software
Property Plant And Equipment [Line Items]
Property and equipment, estimated useful life	3 years
Laboratory Equipment
Property Plant And Equipment [Line Items]
Property and equipment, estimated useful life	5 years
Office Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, estimated useful life	5 years
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, estimated useful life	Shorter of useful life or lease term

Significant Accounting Policies - Schedule of Disaggregation of Revenue by Timing of Revenue Recognition (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disaggregation Of Revenue [Line Items]
Total revenue	$ 861	$ 18,532
Transferred over Time
Disaggregation Of Revenue [Line Items]
Total revenue	$ 861	$ 18,532

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
ASSETS
Total financial assets	$ 162,939	$ 225,369
Fair Value, Measurements, Recurring
ASSETS
Total financial assets	69,991	132,275
Fair Value, Measurements, Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1)
ASSETS
Total financial assets	69,991	132,275
Fair Value, Measurements, Recurring \| Money Market Funds
ASSETS
Total financial assets	69,991	132,275
Fair Value, Measurements, Recurring \| Money Market Funds \| Quoted Prices in Active Markets for Identical Assets (Level 1)
ASSETS
Total financial assets	$ 69,991	$ 132,275

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Transfers between fair value levels	$ 0	$ 0

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Total	$ 25,222	$ 23,861
Less: Accumulated depreciation	(9,286)	(4,226)
Property and equipment, net	15,936	19,635
Lab Equipment
Property Plant And Equipment [Line Items]
Total	4,146	3,850
Office Furniture and Fixtures
Property Plant And Equipment [Line Items]
Total	1,406	537
Leasehold Improvements
Property Plant And Equipment [Line Items]
Total	13,972	13,894
Construction Work-In-Progress
Property Plant And Equipment [Line Items]
Total	316	329
Software
Property Plant And Equipment [Line Items]
Total	4,883	4,883
Computer Equipment
Property Plant And Equipment [Line Items]
Total	$ 499	$ 368

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Depreciation and amortization expense	$ 5,500	$ 2,300
Property and equipment held	25,222	23,861
Software
Property Plant And Equipment [Line Items]
Property and equipment held	4,883	4,883
Software \| Open Biome
Property Plant And Equipment [Line Items]
Property and equipment held	$ 1,900
Property Plant And Equipment Other Types Member \| Open Biome
Property Plant And Equipment [Line Items]
Property and equipment held		$ 3,900

Leases - Additional Information (Details)						1 Months Ended		12 Months Ended
Leases - Additional Information (Details)	Aug. 17, 2021	Aug. 03, 2021 USD ($) ft²	May 25, 2021	Mar. 18, 2021	Mar. 01, 2021	Jan. 31, 2017 USD ($) ft²	Dec. 31, 2015 USD ($) ft²	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jul. 15, 2022	Jul. 31, 2016
Capital Leased Assets [Line Items]
Lease agreement term										2 years
Office and laboratory space for lease \| ft²							25,785
Sublease income								$ 702,000	$ 88,000
Lease term description					The lease term, as assumed, was from March 2021 through February 2023
Operating right-of-use assets								32,752,000	5,053,000
200 Inner Belt Road Lease
Capital Leased Assets [Line Items]
Lease agreement term							10 years				10 years
Rental charges							$ 100,000
Additional Space for primary office and laboratory \| ft²						10,500
Rent for additional space						$ 33,000
Lease expense								1,300,000	1,300,000
Open Biome
Capital Leased Assets [Line Items]
Sublease income									100,000
Cherry Street Lease
Capital Leased Assets [Line Items]
Lease expense								100,000	100,000
Concord Avenue Lease
Capital Leased Assets [Line Items]
Lease expense								100,000	$ 200,000
Lease term description	On August 17, 2021 Finch extended the term of the lease for an additional two-month period through April 2022 and on February 4, 2022 Finch further extended the lease for an additional month through May 2022.		May 2021 through February 2022
100 Hood Park Drive
Capital Leased Assets [Line Items]
Lease agreement term		10 years
Office and laboratory space for lease \| ft²		61,139
Rental charges		$ 4,500,000
Lease expense								3,700,000
Sublease income								700,000
Lease term description				The Hood Lease provides Finch with an option to extend the lease for one additional five-year term
Lease liability								29,400,000
Tenant improvement allowance		14,800,000
Tenant Improvements								14,800,000
Operating right-of-use assets								37,100,000
Operating Lease Impairment Loss								$ 6,900,000
Letter of Credit
Capital Leased Assets [Line Items]
Decrease in security deposit		$ 2,300,000

Leases - Leases Balance Sheet Information (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating right-of-use assets	$ 32,752	$ 5,053
Finance lease assets	$ 1	$ 22
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, Plant and Equipment, Net	Property, Plant and Equipment, Net
Lease Assets, Total	$ 32,753	$ 5,075
Operating lease liabilities, current	3,431	1,128
Finance lease liabilities	$ 6	$ 19
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Liabilities, Current	Liabilities, Current
Operating lease liabilities, non-current	$ 34,255	$ 4,887
Finance lease liabilities, noncurrent	$ 0	$ 7
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Noncurrent	Other Liabilities, Noncurrent
Total lease liabilities	$ 37,692	$ 6,041

Leases - Summary of Components of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Amortization of right-of-use assets	$ 22	$ 27
Interest on lease liabilities	4	10
Operating lease cost	5,230	1,336
Short-term lease cost	173	254
Variable lease cost	1,949	525
Sublease income	(702)	(88)
Total lease cost	$ 6,676	$ 2,064

Leases - Summary of Weighted Average Remaining Lease Term and Discount Rate (Details)	Dec. 31, 2022	Dec. 31, 2021
Lease, Cost [Abstract]
Weighted-average remaining lease term, Operating leases	8 years 6 months	4 years 7 months 6 days
Weighted-average remaining lease term, Financing leases	2 months 12 days	1 year 2 months 12 days
Weighted-average discount rate, Operating leases	8.30%	6.70%
Weighted-average discount rate, Finance leases	30.60%	30.60%

Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating cash flows (used in) from operating leases	$ (1,931)	$ 1,006
Financing cash flows from finance leases	$ 22	$ 27

Leases - Schedule of Future Lease Payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Operating Lease Obligations [Abstract]
2023	$ 6,103
2024	6,255
2025	6,427
2026	6,186
2027	5,215
Thereafter	22,390
Total future minimum lease payments	52,576
Less: amount representing interest	(14,890)
Present value of future minimum lease payments	37,686
Finance Lease Obligation [Abstract]
2023	6
2024	0
2025	0
2026	0
2027	0
Thereafter	0
Total future minimum lease payments	6
Less: amount representing interest	0
Present value of future minimum lease payments	6
2023	6,109
2024	6,255
2025	6,427
2026	6,186
2027	5,215
Thereafter	22,390
Total future minimum lease payments	52,582
Less: amount representing interest	(14,890)
Present value of minimum lease payments	$ 37,692

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accrued Liabilities, Current [Abstract]
Accrued research and development	$ 1,967	$ 1,345
Accrued legal and professional fees	5,852	1,117
Accrued compensation and benefits	880	4,401
Accrued other	1,462	3,062
Total accrued expenses and other current liabilities	$ 10,161	$ 9,925

Loan Payable - Additional Information (Details) - USD ($) $ in Thousands	Jan. 25, 2023	May 11, 2022	Dec. 31, 2022
Short-Term Debt [Line Items]
Initial amount borrowed			$ 15,000
Term Loan [Member]
Short-Term Debt [Line Items]
Initial amount borrowed			$ 15,000
Loan And Security Agreement [Member]
Short-Term Debt [Line Items]
Aggregate maximum borrowing capacity		$ 55,000
Initial amount borrowed		15,000
Additional loan amount		20,000
Additional amount second tranche subject to milestones and conditions		20,000
Payment of facility charges		$ 300
Percentage of repayment on aggregate principal amount of term loan advances		0.75%
Loan And Security Agreement [Member] \| Subsequent Event [Member]
Short-Term Debt [Line Items]
Aggregate payoff amount	$ 16,200
Loan And Security Agreement [Member] \| Term Loan [Member]
Short-Term Debt [Line Items]
Debt instrument, description		The Term Loan bore interest at a variable annual rate equal to the greater of (i)(a) 4.05% plus (b) the Prime Rate (as reported in the Wall Street Journal) and (ii) 7.55%. Borrowings under the Loan Agreement were repayable in monthly interest-only payments through December 1, 2024, or December 1, 2025 if certain conditions had been achieved prior to December 1, 2024. After the interest-only payment period, borrowings under the Loan Agreement were repayable in equal monthly payments of principal and accrued interest until November 1, 2026. At the Company's option, the Company could prepay all or a portion of the outstanding borrowings, subject to a prepayment fee of 3.0% of the principal amount if prepayment occurred during the 12 months following the Closing Date, 2.0% after 12 months following the Closing Date and 1.0% after 24 months but on or prior to 36 months following the Closing Date.
Percentage of amount drawn		5.50%
Minimum cash covenant		$ 12,500
Exceeding principal amount borrowed under term loan		$ 25,000
Loan And Security Agreement [Member] \| Term Loan [Member] \| During Twelve Months
Short-Term Debt [Line Items]
Term loan prepayment fee, Percentage		3.00%
Loan And Security Agreement [Member] \| Term Loan [Member] \| After Twelve Months
Short-Term Debt [Line Items]
Term loan prepayment fee, Percentage		2.00%
Loan And Security Agreement [Member] \| Term Loan [Member] \| After Twenty Four Months
Short-Term Debt [Line Items]
Term loan prepayment fee, Percentage		1.00%
Loan And Security Agreement [Member] \| Term Loan [Member] \| Prime Rate [Member]
Short-Term Debt [Line Items]
Term loan annual rate of interest		4.05%
Loan And Security Agreement [Member] \| Term Loan [Member] \| Base Rate [Member]
Short-Term Debt [Line Items]
Term loan annual rate of interest		7.55%

Loan Payable - Schedule of Loan Payable (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Principal amount of loan payable	$ 15,000
Term Loan
Debt Instrument [Line Items]
Principal amount of loan payable	15,000
Less: current portion of loan payable	0
Loan payable, net of current portion	15,000
Facility charge	(231)
Unamortized issuance costs	(116)
Loan payable, including accretion, net of current portion	$ 14,653

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Loan Payable - Schedule of Estimated Future Principal Payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Registration Payment Arrangement [Line Items]
2023	$ 0
2024	574
2025	7,210
2026	7,216
Total	$ 15,000

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Restructuring - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Restructuring and Related Activities [Abstract]
Restructuring Charges recognized		$ 2,416	$ 0
Restructuring action	$ 200

Restructuring - Summary of Restructuring Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 2,416	$ 0
Severance and Related Benefits
Restructuring Cost and Reserve [Line Items]
Accrued restructuring liability as of December 31, 2021	0
Restructuring charges	2,416
Cash payments	(2,215)
Accrued restructuring liability as of December 31, 2022	$ 201	$ 0

Revenue - Additional Information (Details) - USD ($)	12 Months Ended
Revenue - Additional Information (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2017
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Accounts receivable	$ 144,000	$ 494,000
Takeda Agreement \| Sales-Based Royalties
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Royalties received	0	0
Takeda Pharmaceutical Company Limited \| Takeda Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront payment received			$ 10,000,000.0
Maximum milestone payment associated with development and commercialization upon milestone to be achieved	180,000.0
Milestone payments received under agreement		4,000,000.0
Remaining revenue performance obligation		0
Takeda Pharmaceutical Company Limited \| Takeda Agreement \| Collaboration Revenue
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue recognized	900,000	18,500,000
Open Biome \| LMIC Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue recognized	0	$ 0
Open Biome \| LMIC Agreement \| Sales-Based Royalties
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Royalties received	$ 0

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal income taxes at 21%	21.00%	21.00%
State income taxes, net of federal benefit and tax credits	5.00%	6.90%
Permanent differences	(3.88%)	(0.19%)
Research and development credit	0.00%	2.12%
Change in valuation allowance	(22.12%)	(29.30%)
Other adjustments	0.00%	(0.53%)
Effective tax rate	0.00%	0.00%

Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred Tax Assets:
Net operating losses	$ 61,782	$ 48,419
Tax credits	6,033	4,376
Accrued expenses	17	859
Right of use liabilities	10,225	1,633
Section 174 R&D Expenditures	9,898	0
Other	1,310	548
Total deferred tax assets	89,265	55,835
Valuation allowance	(75,627)	(49,079)
Total net deferred tax assets	13,638	6,756
Deferred Tax Liabilities:
Intangibles assets	8,057	7,952
Fixed assets	121	563
Right of Use Assets	8,639	1,372
Other	282	330
Total deferred tax liabilities	17,099	10,217
Total net deferred tax liabilities	$ (3,461)	$ (3,461)

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2018
Operating Loss Carryforwards [Line Items]
Deferred Tax Assets, Valuation Allowance	$ 75,627,000	$ 49,079,000
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	26,500,000
Net Operating Losses	$ 230,900,000
Operating Loss Carryforwards, Expiration Year	2037
Research and development credit	0.00%	2.12%
Research and Development Expense	$ 57,893,000	$ 57,279,000
Research and Development Credits, Expiration year	which will expire at various dates through 2041	which will expire at various dates through 2041
Income Tax Examination, Penalties and Interest Accrued	$ 0	$ 0
Tax credit carryforward percent	5.00%	6.90%
Federal [Member]
Operating Loss Carryforwards [Line Items]
Net Operating Losses		$ 181,900,000	$ 193,700,000
Operating Loss Carry forwards Prior Period	$ 37,200,000
Research and Development Expense		3,800,000
state [Member]
Operating Loss Carryforwards [Line Items]
Net Operating Losses	$ 13,300,000	$ 10,200,000
Operating Loss Carry Forwards Expiration Period	20 years	20 years
Research and Development Expense		$ 400,000
Tax credit carryforward percent	50.00%

Income Taxes - Schedule of Reconciliation of Total Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Balance, beginning of year	$ 1,822	$ 1,318
Additions for tax positions of current year	651	507
Additions for tax positions of prior years	0	(3)
Balance, end of year	$ 2,473	$ 1,822

Commitments and Contingencies - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Loss Contingencies [Line Items]
Annual maintenance fee	$ 5,000
2023	5,000
2024	$ 20,000

Redeemable Convertible Preferred Stock - Additional Informations (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021	Mar. 12, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Temporary equity, shares authorized	10,000,000	10,000,000
Temporary Equity, Shares Issued	0	0
Temporary equity, par value	$ 0.001	$ 0.001
Temporary Equity, Shares Outstanding	0	0
Beginning Balance, Share at January 1, 2020	0	0
Preferred stock, shares outstanding	0
Common stock, shares, outstanding	48,053,596	47,512,182
Preferred Stock, Shares Outstanding	0
Initial Public Offering
Class Of Stock [Line Items]
Temporary Equity, Shares Outstanding			0
Beginning Balance, Share at January 1, 2020			0
Series A Redeemable Convertible Preferred Stock
Class Of Stock [Line Items]
Temporary equity, par value	$ 0.001	$ 0.001
Temporary Equity, Shares Outstanding				11,596,280
Beginning Balance, Share at January 1, 2020				11,596,280
Series B Redeemable Convertible Preferred Stock
Class Of Stock [Line Items]
Temporary equity, par value	0.001	0.001
Temporary Equity, Shares Outstanding				5,166,203
Beginning Balance, Share at January 1, 2020				5,166,203
Series C Redeemable Convertible Preferred Stock
Class Of Stock [Line Items]
Temporary equity, par value	0.001	0.001
Temporary Equity, Shares Outstanding				7,588,254
Beginning Balance, Share at January 1, 2020				7,588,254
Series D Redeemable Convertible Preferred Stock
Class Of Stock [Line Items]
Temporary equity, par value	$ 0.001	$ 0.001
Temporary Equity, Shares Outstanding				6,902,872
Beginning Balance, Share at January 1, 2020				6,902,872

Redeemable Convertible Preferred Stock - Schedule of Redeemable Convertible Preferred Stock (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Temporary equity, shares authorized	10,000,000	10,000,000
Temporary Equity, Shares Issued	0	0
Temporary Equity, Shares Outstanding	0	0
Series A Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Temporary Equity, Shares Outstanding			11,596,280
Redeemable convertible preferred stock			$ 53,593
Series B Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Temporary Equity, Shares Outstanding			5,166,203
Redeemable convertible preferred stock			$ 36,336
Series C Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Temporary Equity, Shares Outstanding			7,588,254
Redeemable convertible preferred stock			$ 53,221
Series D Redeemable Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Temporary Equity, Shares Outstanding			6,902,872
Redeemable convertible preferred stock			$ 89,904

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Stockholders' Equity - Additional Information (Details) - USD ($)			12 Months Ended
	Apr. 20, 2021	Mar. 18, 2021	Dec. 31, 2022	Dec. 31, 2021
Class Of Stock [Line Items]
Common shares authorized for issuance			200,000,000	200,000,000
Common stock par value			$ 0.001	$ 0.001
Preferred stock, shares outstanding			0
Cash dividends declared or paid			$ 0
Common stock voting rights			Each share of common stock entitles the holder to one vote
Stock purchase price				$ 115,714,000
General and administrative expense			$ 38,088,000	$ 21,238,000
Common Stock
Class Of Stock [Line Items]
Common stock par value		$ 0.001
Stock issued during period, shares	192,877	7,500,000		7,500,000
Offering price per share	$ 17.00	$ 17.00
Net proceeds from issuance of common stock	$ 3,000,000.0	$ 115,700,000
Conversion of stock, shares issued		31,253,609
Gross proceeds from issuance of common stock	$ 3,300,000
Stock purchase price				$ 8,000
Undesignated Preferred Stock
Class Of Stock [Line Items]
Preferred stock par value		$ 0.001
Maximum \| Common Stock
Class Of Stock [Line Items]
Common shares authorized for issuance		200,000,000
Maximum \| Undesignated Preferred Stock
Class Of Stock [Line Items]
Preferred shares authorized for issuance		10,000,000

Stockholders' Equity - Summary of Shares Reserved for Potential Conversion of Outstanding Preferred Stock, Vesting of Restricted Stock and Exercise of Stock Options and Common Stock Warrants (Details) - shares	Dec. 31, 2022	Dec. 31, 2021
Class Of Stock [Line Items]
Shares of common stock for potential conversion	3,560,471	3,309,965
Options to Purchase Common Stock
Class Of Stock [Line Items]
Shares of common stock for potential conversion	3,289,383	3,264,770
Unvested Restricted Stock Units
Class Of Stock [Line Items]
Shares of common stock for potential conversion	270,996	0
Employee Stock Option
Class Of Stock [Line Items]
Shares of common stock for potential conversion	92	45,195

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Jan. 01, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Aggregate purchase of common stock	500,000
Shares of common stock for potential conversion	3,560,471	3,309,965
Intrinsic value of options exercised	$ 400	$ 1,700
Weighted average grant date fair value	$ 6.92	$ 9.87
Stock-based compensation expense	$ 7,844	$ 4,161
2017 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of common stock shares available for future grants		0
Maximum number of common stock to be issued	4,700,000
Unrecognized compensation expense remaining to be recognized, period	2 years 5 months 4 days
2021 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of common stock shares available for future grants	1,846,333		2,375,609
Maximum number of common stock to be issued	5,291,446
Percentage of increase in shares of common stock reserved for issuance	5.00%
Number of shares issuable upon the exercise of outstanding options	3,289,383
Unrecognized compensation expense remaining to be recognized	$ 12,100
2021 Equity Incentive Plan \| Incentive Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum number of common stock to be issued	14,100,000
2021 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of common stock shares available for future grants	874,476		475,121
Stock issued during period, shares	100,645

Stock Based Compensation - Assumptions Used to Value Stock Options Granted (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk-free interest rate	2.26%	0.88%
Expected dividend yield	0.00%	0.00%
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	5 years 10 months 17 days	5 years 1 month 6 days
Expected volatility	95.70%	77.70%
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)		6 years 3 months 18 days
Expected volatility		93.00%

Stock Based Compensation - Summary of Activity of Stock Options (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
WEIGHTED-AVERAGE GRANT DATE FAIR VALUE, Granted	$ 6.92	$ 9.87
2021 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
SHARES, Outstanding, Beginning Balance	3,264,770
SHARES, Granted	2,185,894
Exercise of common stock options	(188,338)
SHARES, Cancelled or forfeited	(1,500,529)
SHARES, Expired	(472,414)
SHARES, Outstanding, Ending Balance	3,289,383	3,264,770
SHARES, Options exercisable	1,349,144
SHARES, Options vested or expected to vest \| shares	3,289,383
WEIGHTED AVERAGE EXERCISE PRICE, Outstanding, Beginning Balance	$ 11.04
WEIGHTED AVERAGE EXERCISE PRICE, Granted	6.92
WEIGHTED AVERAGE EXERCISE PRICE, Exercised	0.74
WEIGHTED AVERAGE EXERCISE PRICE, Cancelled or forfeited	10.47
WEIGHTED AVERAGE EXERCISE PRICE, Expired	6.56
WEIGHTED AVERAGE EXERCISE PRICE, Outstanding, Ending Balance	9.79	$ 11.04
WEIGHTED AVERAGE EXERCISE PRICE, Options exercisable	9.51
WEIGHTED AVERAGE EXERCISE PRICE, Options vested or expected to vest	$ 9.79
WEIGHTED AVERAGE REMAINING CONTRACTUAL TERM (in years), Outstanding	6 years 10 months 24 days	8 years 4 months 24 days
WEIGHTED AVERAGE REMAINING CONTRACTUAL TERM (in years), Options exercisable	5 years
WEIGHTED AVERAGE REMAINING CONTRACTUAL TERM (in years), Options vested or expected to vest	6 years 10 months 24 days
AGGREGATE INTRINSIC VALUE, Outstanding, Beginning Balance	$ 0	$ 7,228,000
AGGREGATE INTRINSIC VALUE, Outstanding, Ending Balance	0	$ 7,228,000
AGGREGATE INTRINSIC VALUE, Options exercisable	0
AGGREGATE INTRINSIC VALUE, Options vested or expected to vest \| $	$ 0
2021 Equity Incentive Plan \| Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
SHARES, Outstanding, Beginning Balance	0
SHARES, Granted	623,260
SHARES, Vested and distributed	$ (252,431)
SHARES, Cancelled or forfeited	(99,833)
SHARES, Outstanding, Ending Balance	270,996	0
WEIGHTED-AVERAGE GRANT DATE FAIR VALUE, Outstanding, Beginning Balance	$ 0
WEIGHTED-AVERAGE GRANT DATE FAIR VALUE, Granted	2.79
WEIGHTED-AVERAGE GRANT DATE FAIR VALUE, Vested and distributed	2.79
WEIGHTED-AVERAGE GRANT DATE FAIR VALUE, Forfeited	2.79
WEIGHTED-AVERAGE GRANT DATE FAIR VALUE, Ending Balance	$ 2.79	$ 0
AGGREGATE INTRINSIC VALUE, Outstanding, Beginning Balance	$ 131,000	$ 0
AGGREGATE INTRINSIC VALUE, Outstanding, Ending Balance	$ 131,000	$ 0

Stock Based Compensation - Summary of Total Stock-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 stock-based compensation expense	$ 7,844	$ 4,161
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	3,265	1,605
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 4,579	$ 2,556

Related Party Transactions - Additional Information (Details) - Open Biome - USD ($) $ in Thousands		12 Months Ended
	Feb. 10, 2020	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Rent income under sublease		$ 100
Strategic Agreement
Related Party Transaction [Line Items]
Reimbursed to related party		0	$ 100
Reimbursed from related party			100
Due from related party		0	0
Clinical Supply and Services Agreement
Related Party Transaction [Line Items]
Payment of monthly platform fee	$ 200
Security deposit	500
Prepaid fees	1,600
Security deposit returned	$ 500
Payment to related party			$ 1,100
Asset Purchase Agreement
Related Party Transaction [Line Items]
Required to pay certain milestones		$ 26,000

Retirement Plan - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Company's contribution to plan	$ 0.7	$ 0.8

Loss per Share - Basic and Diluted Loss per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss	$ (114,646)	$ (58,160)
Net loss attributable to common stockholders, basic	(114,646)	(58,160)
Net loss attributable to common stockholders, diluted	$ (114,646)	$ (58,160)
Denominator:
Weighted-average common stock outstanding, basic	47,691,632	39,202,086
Weighted-average common stock outstanding, diluted	47,691,632	39,202,086
Net loss per share attributable to common stockholders, basic	$ (2.40)	$ (1.48)
Net loss per share attributable to common stockholders, diluted	$ (2.40)	$ (1.48)

- Definition

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

+ References

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- Definition

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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- Definition

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

+ References

+ Details

- Definition

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

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+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Loss per Share - Computation of Diluted Loss per Share Attributable to Common Stockholders (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluding from computation of diluted net loss per share	3,560,471	3,309,965
Options to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluding from computation of diluted net loss per share	3,289,383	3,264,770
Restricted Stock Units (RSUs)
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluding from computation of diluted net loss per share	270,996	0
Employee Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluding from computation of diluted net loss per share	92	45,195

Subsequent Events - Additional Information (Details) $ in Thousands			12 Months Ended
	Jan. 25, 2023 USD ($)	Jan. 23, 2023 USD ($) Employee	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Subsequent Event [Line Items]
Restructuring and related activities, description			The Company initiated the January 2023 Restructuring on January 24, 2023, with the majority of impacted positions ending in February 2023 and a small number of positions maintained into May 2023.
Restructuring charges			$ 2,416	$ 0
Subsequent Event [Member]
Subsequent Event [Line Items]
Reduction of workforce \| Employee		77
Reduction of workforce percentage		95.00%
Restructuring and related activities, initiation date		Jan. 24, 2023
Restructuring and related activities, completion date		May 31, 2023
Restructuring charges		$ 4,100
Subsequent Event [Member] \| Hercules Loan Agreement [Member]
Subsequent Event [Line Items]
Aggregate payoff amount	$ 16,200
Prepayment charge	$ 330,000
Percentage of prepayment charges included in outstanding principal amount	2.20%
Term fee	$ 825,000