0000950170-22-003288 | 10-K | XBRL Viewer | Gemini Therapeutics INC DE

Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 136,627,000	$ 4,503,000
restricted cash, current	223,000
Prepaid expenses and other current assets	3,250,000	562,000
Total current assets	140,100,000	5,065,000
Property and equipment, net	0	294,000
restricted cash, non current	100,000	323,000
Deferred offering costs	0	2,637,000
Other assets	237,000
Total assets	140,437,000	8,319,000
Current liabilities:
Accounts payable	2,950,000	2,377,000
Accrued expenses and other current liabilities	6,884,000	5,810,000
Term loan, current portion	5,000,000	5,000,000
Convertible notes	0	11,689,000
Total current liabilities	14,834,000	24,876,000
Warrant liability	0	76,000
Other liabilities	358,000	277,000
Term loan, net of current portion and discount	404,000	4,951,000
Total liabilities	15,596,000	30,180,000
Stockholders' equity (deficit):
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of December 31, 2021 and 2020	0	0
Common stock, $0.0001 par value; 250,000,000 shares authorized; 43,208,159 and 15,565,380 shares issued and outstanding as of December 31, 2021 and 2020, respectively	4,000	2,000
Additional paid-in capital	309,527,000	90,958,000
Accumulated deficit	(184,690,000)	(112,821,000)
Total stockholders’ equity (deficit)	124,841,000	(21,861,000)
Total liabilities and stockholders’ equity (deficit)	$ 140,437,000	$ 8,319,000

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	43,208,159	15,565,380
Common stock, shares outstanding	43,208,159	15,565,380

Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating expenses:
Research and development expense	$ 48,717	$ 28,170
General and administrative expense	20,285	5,870
Total operating expenses	69,002	34,040
Loss from operations	(69,002)	(34,040)
Other income (expense):
Interest expense	(2,158)	(6,826)
Interest income	15	37
Loss on conversion of convertible notes	(711)
Change in fair value of warrant liability		(8)
Other expense	(13)
Net loss and comprehensive loss	$ (71,869)	$ (40,837)
Net loss per share, basic and diluted	$ (1.78)	$ (2.70)
Weighted average common shares outstanding, basic and diluted	40,362,303	15,115,129

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)	Total	Previously Reported [Member]	Revision of Prior Period, Adjustment	Series A Convertible Preferred Stock [Member] Previously Reported [Member]	Series A Convertible Preferred Stock [Member] Revision of Prior Period, Adjustment	Series B Convertible Preferred Stock [Member] Previously Reported [Member]	Series B Convertible Preferred Stock [Member] Revision of Prior Period, Adjustment	Common Stock [Member]	Common Stock [Member] Previously Reported [Member]	Common Stock [Member] Revision of Prior Period, Adjustment	Additional Paid-in Capital	Additional Paid-in Capital Previously Reported [Member]	Additional Paid-in Capital Revision of Prior Period, Adjustment	Retained Earnings	Retained Earnings Previously Reported [Member]
Balance at Dec. 31, 2019	$ (10,432,000)	$ (70,797,000)	$ 60,365,000					$ 1,000	$ 5,000	$ 1,000	$ 61,551,000	$ 1,182,000	$ 60,369,000	$ (71,984,000)	$ (71,984,000)
Balance, shares at Dec. 31, 2019				39,722,088	(39,722,088)	9,916,375	(9,916,375)
Balance at Dec. 31, 2019				$ 47,113,000	$ (47,113,000)	$ 13,252,000	$ (13,252,000)
Balance (in Shares) at Dec. 31, 2019								11,979,586	5,313,766	11,979,586
Issuance of Series B convertible preferred stock, net of issuance costs of $16								3,242,655
Issuance of Series B convertible preferred stock, net of issuance costs of $16	20,084,000							$ 1,000			20,083,000
Beneficial conversion feature relating to discount on convertible promissory notes	8,177,000										8,177,000
Issuance of common stock upon exercise of stock options	164,000										164,000
Exercised								285,260
Vesting of restricted common stock (in Shares)								57,879
Stock-based compensation expense	983,000										983,000
Net loss	(40,837,000)													(40,837,000)
Balance at Dec. 31, 2020	(21,861,000)	$ 102,310,000	$ 80,449,000					$ 2,000	$ 7,000	$ 2,000	90,958,000	$ 10,504,000	$ 80,454,000	(112,821,000)	$ (112,821,000)
Balance at Dec. 31, 2020				39,722,088	(39,722,088)	24,790,938	(24,790,938)
Balance at Dec. 31, 2020				$ 47,113,000	$ (47,113,000)	$ 33,336,000	$ (33,336,000)
Balance (in Shares) at Dec. 31, 2020								15,565,380	6,900,493	15,565,380
Issuance of common stock upon Business Combination, net of issuance costs (Note 2)	195,882,000							$ 2,000			195,880,000
Conversion of promissory notes (Note 2)	14,515,000										14,515,000
Conversion of promissory notes (in Shares)								2,341,316
Issuance of common stock upon exercise of warrants (Note 2)	76,000							$ 15,257			76,000
Issuance of common stock upon Business Combination, net of issuance costs (in Shares)								25,041,150
Issuance of common stock upon exercise of stock options	$ 311,000										311,000
Exercised	208,890							209,495
Vesting of restricted common stock (in Shares)								35,561
Stock-based compensation expense	$ 7,787,000										7,787,000
Net loss	(71,869,000)													(71,869,000)
Balance at Dec. 31, 2021	$ 124,841,000							$ 4,000			$ 309,527,000			$ (184,690,000)
Balance (in Shares) at Dec. 31, 2021								43,208,159

Statements of Cash Flows - USD ($)	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (71,869,000)	$ (40,837,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	231,000	322,000
Gain on the sale of property and equipment	303,000
Stock-based compensation expense	7,787,000	983,000
Non-cash interest expense	283,000	613,000
Change in fair value of warrant liability		8,000
Loss on conversion of convertible notes	(711,000)
Accretion of discount on convertible notes	1,600,000	5,866,000
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(2,536,000)	1,677,000
Deferred offering costs	1,341	(1,341)
Other assets	(237,000)	2,000
Accounts payable	1,562,000	(2,408,000)
Accrued expenses and other current liabilities	1,730,000	2,407
Net cash used in operating activities	(59,700,000)	(32,708,000)
Cash flows from investing activities:
Purchase of property and equipment	(71,000)	(22,000)
Proceeds from the sale of property and equipment	415,000
Net cash provided by (used in) investing activities	344,000	(22,000)
Cash flows from financing activities:
Proceeds from Business Combination, net	195,882,000
Proceeds from sale of Series B convertible preferred stock, net	0	20,084,000
Proceeds from convertible notes	0	14,000,000
Proceeds from exercise of stock options	181,000	163,000
Principal payments on term loan	(4,583,000)
Net cash provided by financing activities	191,480,000	34,247,000
Increase in cash, cash equivalents and restricted cash	132,124,000	1,517,000
Cash, cash equivalents and restricted cash at beginning of year	4,826,000	3,309,000
Cash, cash equivalents and restricted cash at end of year	136,950,000	4,826,000
Supplemental disclosure
Cash paid for interest	307,000	345,000
Noncash investing and financing activities
Conversion of convertible notes to Series B preferred stock	14,515,000
Exercise of warrants	76,000
Proceeds from exercise of stock options included in other current assets	131,000
Proceeds from the sale of property and equipment included in other current assets	22,000
Discount on convertible notes	0	8,177,000
Deferred offering costs included in accounts payable and accrued expenses and other current liabilities	$ 0	$ 1,296,000

Nature of the Business

12 Months Ended

Dec. 31, 2021

Nature Of Business [Abstract]

Nature of the Business

Gemini Therapeutics, Inc.
Notes to Consolidated Financial Statements

1. Nature of the business

Gemini Therapeutics Inc. (the “Company” or “Gemini”) is a clinical-stage precision medicine company developing novel therapeutic compounds to treat genetically defined, age-related macular degeneration. The Company was founded on March 3, 2015.

Unless the context otherwise requires, references in these notes to “Gemini”, “the Company”, “we”, “us” and “our” and any related terms are intended to mean Gemini Therapeutics, Inc. and its consolidated subsidiary following the Business Combination (as defined below).

Since its inception, the Company has devoted substantially all its efforts and financial resources to organizing and staffing the Company, business planning, raising capital, discovering product candidates and securing related intellectual property rights and conducting research and development activities for its product candidates. In January 2022, the Company discontinued both of its Phase 2a clinical trials for GEM103. The Company's other product candidate, GEM307, is in the preclinical stage of development.

On February 5, 2021 (the “Closing Date”), FS Development Corporation, a Delaware corporation (“FSDC”), consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of October 15, 2020 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Gemini Therapeutics, Inc., a Delaware corporation (“Old Gemini”), Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative, agent and attorney-in-fact of the Company Securityholders (the “Stockholders’ Representative”), FSDC and FSG Merger Sub Inc., a Delaware corporation (“Merger Sub”).

FSDC was incorporated in Delaware on June 25, 2020 and was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On the day prior to the Closing Date, Old Gemini changed its name to “Gemini Therapeutics Sub, Inc.” Pursuant to the Merger Agreement, on the Closing Date, (i) FSDC changed its name to “Gemini Therapeutics, Inc.” and (ii) Old Gemini merged with and into Merger Sub (the “Merger”), with Old Gemini as the surviving company in the Merger and, after giving effect to such Merger, Old Gemini becoming a wholly-owned subsidiary of Gemini. Upon the closing of the Business Combination, and pursuant to the terms of the Merger Agreement, the existing shareholders of Old Gemini exchanged their interests for shares of common stock of Gemini.

In connection with the Business Combination, certain investors purchased an aggregate of $95.1 million of the Company’s Common Stock in a private placement of public equity (the “PIPE Financing”). Together with FSDC’s cash resources and funding of the PIPE Financing, the Company received net proceeds of approximately $195.9 million.

For additional information on the Business Combination, please refer to Note 2, Business Combination, to these consolidated financial statements.

The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, uncertainty of product development and commercialization, lack of marketing and sales history, development by its competitors of new technological innovations, dependence on key personnel, market acceptance of products, product liability, protection of proprietary technology, ability to raise additional financing, compliance with government regulations and the impact of the novel coronavirus disease (“COVID-19”) pandemic. If the Company does not successfully commercialize any of its product candidates, it will be unable to generate recurring product revenue or achieve profitability.

The Company’s product candidates will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company

operates in an environment of rapid change in technology and is dependent upon the services of its employees, consultants, third-party contract research organizations and other third-party organizations.

Prior to the Business Combination, the Company primarily financed its operations through the sale of convertible preferred stock, borrowings under convertible promissory notes and borrowings under loan agreements. The Company believes that its $136.6 million of cash and cash equivalents as of December 31, 2021 will enable it to fund its planned operations for at least twelve months from the issuance date of these consolidated financial statements, though the Company may raise additional capital through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. Management’s expectations with respect to its ability to fund current planned operations is based on estimates that are subject to risks and uncertainties. Its operating plan may change as a result of many factors currently unknown to management, and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than anticipated. If adequate funds are not available to the Company on a timely basis, on acceptable terms or at all, management may be required to delay, limit, reduce or terminate certain of its research, product development or future commercialization efforts, obtain funds through arrangements with collaborators on terms unfavorable to the Company, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of its stockholders.

Impact of the COVID-19 Pandemic

In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The ongoing COVID-19 pandemic and the increased prevalence of variants of the virus, and government measures taken in response, have had a significant impact, both direct and indirect, on businesses and commerce, as worker shortages have occurred; supply chains have been disrupted; facilities and production have been suspended; and demand for certain goods and services, such as medical services and supplies, has spiked, while demand for other goods and services, such as travel, has fallen. The ongoing COVID-19 pandemic and related impacts have resulted in and will likely continue to result in significant disruptions to the global economy and capital markets around the world. The Company cannot predict the future progression or full impact of the outbreak and its effects on the Company’s business and operations.

The Company has not incurred impairment losses in the carrying values of its assets as a result of the ongoing COVID-19 pandemic, and it is not aware of any specific related event or circumstance that would require it to revise its estimates reflected in these consolidated financial statements. Although the COVID-19 pandemic did not have a significant impact on the Company’s financial results in 2021, the full extent to which the ongoing COVID-19 pandemic may impact the Company’s business, results of operations, financial condition and cash flows will depend on future developments that are highly uncertain, and the estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID-19, including the duration of the pandemic, any potential subsequent waves or strains of COVID-19 infection, the effectiveness, distribution and acceptance of COVID-19 vaccines and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets.

Business Combination

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Business Combination

2. Business Combination

On February 5, 2021, Old Gemini and FSDC completed the Business Combination pursuant to the Merger Agreement with Old Gemini surviving the merger as a wholly owned subsidiary of FSDC. Net proceeds from the Business Combination totaled approximately $195.9 million, which included funds held in FSDC’s trust account and the completion of the concurrent PIPE Financing.

In accordance with the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger, (i) all shares of Old Gemini’s Series B Preferred Stock (including shares of Series B Preferred Stock issued upon conversion of outstanding convertible promissory notes), Series A Preferred Stock and Common Stock (collectively, “Old Gemini Stock”) issued and outstanding immediately prior to the effective time of the Merger, whether vested or unvested, were converted into the right to receive their pro rata portion of the 17,942,274 shares of FSDC Class A Common Stock (the “Common Stock”) issued as Merger consideration (the “Merger Consideration”), provided that 2,150,000 shares of Common Stock are held in escrow for a period of 12 months from the Closing Date to satisfy any indemnification obligations of Old Gemini under the Merger Agreement; (ii) each option exercisable for Old Gemini Stock that was outstanding immediately prior to effective time of the Merger was assumed and continues in full force and effect on the same terms and conditions as were previously applicable to such options, subject to adjustments to exercise price and number of shares Common Stock issuable upon exercise based on the final conversion ratio calculated in accordance with the Merger Agreement, and (iii) 4,264,341 shares of Common Stock were reserved for issuance under the newly adopted 2021 Stock Option and Incentive Plan (the “2021 Plan”).

The Company accounted for the Business Combination as a reverse recapitalization, which is the equivalent of Old Gemini issuing stock for the net assets of FSDC, accompanied by a recapitalization, with FSDC treated as the acquired company for accounting purposes. The determination of FSDC as the “acquired” company for accounting purposes was primarily based on the fact that subsequent to the Business Combination, shareholders of Old Gemini prior to the Business Combination have a majority of the voting power of the combined company, the operations of Old Gemini will comprise all of the ongoing operations of the combined entity, and Old Gemini’s senior management will comprise all of the senior management of the combined company. The net assets of FSDC were stated at historical cost with no goodwill or other intangible assets recorded. Reported results from operations included herein prior to the Business Combination are those of Old Gemini. The shares and corresponding capital amounts and loss per share related to Old Gemini’s outstanding convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the conversion ratio established in the Merger Agreement (1.00 Old Gemini share for 0.2180 shares of the Company) (the “Conversion Ratio”).

In connection with the Business Combination, the Company incurred equity issuance costs and other costs considered direct and incremental to the transaction totaling $21.0 million, consisting of legal, accounting, financial advisory and other professional fees. These amounts are reflected within additional paid-in capital in the consolidated balance sheet as of December 31, 2021.

PIPE Financing

Concurrent with the execution of the Business Combination, the Company entered into subscription agreements with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors subscribed for and purchased an aggregate of 9,506,000 shares of Common Stock for an aggregate purchase price of $95.1 million.

Summary of Net Proceeds

The following table summarizes the elements of the net proceeds from the Business Combination (in thousands):


Cash - FSDC Trust Account and cash (net of redemptions)	$	121,782
Cash - PIPE Financing		95,060
Less: Equity issuance costs and other costs paid		(20,960	)
Net proceeds from the Business Combination	$	195,882

Summary of Shares Issued

The following table summarizes the number of shares of Common Stock outstanding immediately following the consummation of the Business Combination:


FSDC shares outstanding prior to the Business Combination			15,535,150
Shares issued pursuant to the PIPE Financing			9,506,000
Business Combination and PIPE Financing shares			25,041,150
Conversion of Old Gemini Series A preferred stock for common stock			8,657,869
Conversion of Old Gemini Series B preferred stock for common stock			7,744,785
Conversion of Old Gemini common stock for common stock			1,539,603
Issuance of common stock upon exercise of warrants			15,257
Total shares of the Company's common stock outstanding immediately following the Business Combination			42,998,664

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

Basis of presentation

The accompanying consolidated financial statements include those of the Company and its subsidiary, Gemini Therapeutics Sub, Inc., after elimination of all intercompany accounts and transactions. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

As a result of the Business Combination, the shares and corresponding capital amounts and loss per share related to Old Gemini’s outstanding convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the Conversion Ratio established in the Merger Agreement. For additional information regarding the Business Combination, please refer to Note 2, Business Combination, to these consolidated financial statements.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates contained within these financial statements include, but are not limited to, the accruals of research and development expenses, share-based awards utilized for stock-based compensation purposes, and, prior to the Business Combination, the estimated fair value of the Company’s common stock and warrant liability. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Actual results may differ materially from those estimates or assumptions.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the time of initial purchase to be cash equivalents. The objectives of the Company’s cash management policy are to safeguard and preserve funds to maintain liquidity sufficient to meet the Company’s cash flow requirements and to attain a market rate of return. The Company’s cash equivalents consist of amounts invested in money market mutual funds as of December 31, 2021 and 2020.

Restricted cash

Restricted cash amounted to $0.3 million as of December 31, 2021 and 2020, which consists of $0.1 million to collateralize the Company’s credit cards and $0.2 million to collateralize its irrevocable standby letter of credit for its facility lease arrangement. The letter of credit is in the name of the landlord and was required to fulfill lease requirements in the event the Company should default on its lease obligation. The facility lease arrangement was terminated on December 31, 2021.

A reconciliation of the cash and cash equivalents and restricted cash as presented in the Company’s consolidated balance sheets to the Company’s consolidated statements of cash flows is as follows (in thousands):


	December 31,
	2021		2020
Cash and cash equivalents	$	136,627	$	4,503
Restricted cash		323		323
Total cash, cash equivalents and restricted cash	$	136,950	$	4,826

Concentration of credit risk and of significant suppliers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in accredited financial institutions in amounts that could exceed federally insured limits. Cash equivalents are invested in money market funds. The Company maintains each of its cash balances with high-quality and accredited financial institutions and accordingly, such funds are not exposed to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs.

Property and equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives are as follows:


Computer equipment		3 years
Furniture and fixtures		5 years
Laboratory equipment		3 years
Leasehold improvements		Shorter of the useful life of the asset or the life of the lease

Costs for capital assets not yet placed in service are capitalized and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for normal, recurring or periodic repairs and maintenance activities are charged to expense as incurred.

As of December 31, 2021, all fixed assets of the Company have been sold or disposed.

Impairment of long-lived assets

Long-lived assets, comprised of property and equipment, to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. To date, the Company has not recorded any impairment losses on long-lived assets.

Offering costs

The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. The Company had no deferred offering costs as of December 31, 2021. As of December 31, 2020, the Company recorded deferred offering costs of $2.6 million related to the costs incurred in connection with the Business Combination.

Fair value measurements

Certain assets and liabilities are carried at fair value under GAAP. 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 that are 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 that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The Company’s cash equivalents and preferred stock warrant liability (outstanding as of December 31, 2020) are carried at fair value, determined according to the fair value hierarchy described above (also see Note 4). The carrying values of the Company’s prepaid expenses and other current assets and accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. In February 2019, the Company entered into a term loan facility of up to $10.0 million (the “Term Loan”) with Silicon Valley Bank (“SVB”). The carrying value of the Company’s Term Loan as of December 31, 2021 and 2020 (see Note 8) approximated fair value based on interest rates currently available to the Company.

Debt issuance costs

The carrying value of the Company’s Term Loan was recorded net of issuance costs and discount relating to the issuance of warrants. The debt discounts are amortized over the term of the debt using the effective interest method and recognized as interest expense.

Warrants

In February 2019, concurrent with the Company’s Term Loan agreement (see Note 8), the Company issued warrants to purchase shares of Old Gemini’s Series A preferred stock. The Company accounted for the warrants to purchase Series A preferred stock as a liability as these warrants were freestanding financial instruments that may have required the Company to transfer assets upon exercise. The fair value of the warrants classified as liabilities is estimated using the Black-Scholes Option Pricing Model and adjusted to fair value at the end of each reporting period. Changes in the fair value of the warrants are recognized as a component of other income (expense) in the consolidated statements of operations and comprehensive loss. The estimates in the Black-Scholes Option Pricing Model are based, in part, on subjective assumptions, including, stock price volatility, term of the warrants, risk free interest rate, dividend yield and the fair value of the preferred stock underlying the warrants. Such assumptions could differ materially in the future.

At the closing of the Business Combination, the warrants were automatically exercised for 15,257 shares of the Company's common stock.

Segment information

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company’s singular focus is the development of novel therapies for genetically defined, age-related macular degeneration. The Company has determined that it operates as a single operating segment and has one reportable segment. The Company’s long-lived assets are located in the United States.

Research and development contract costs and accruals

Research and development expenses include employee payroll, consulting, contract research and manufacturing, depreciation, rent and other corporate costs attributable to research and development activities and are expensed as incurred.

Upfront payments and milestone payments made for the licensing of technology are expensed as research and development expenses in the period in which they are incurred. 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. The prepaid amounts are expensed as the related goods are delivered or the services are performed.

The Company has entered into various research and development contracts with companies both inside and outside of the United States. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs.

Patent costs

The Company expenses all patent-related costs incurred in connection with filing and prosecuting patent applications. It records such costs within general and administrative expenses in its accompanying consolidated statements of operations and comprehensive loss.

Stock-based compensation

The Company measures all stock-based awards granted to employees, directors and non-employees based on the fair value on the date of grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are accounted for as they occur. The Company grants stock options and restricted stock awards that are subject to either service or performance-based vesting conditions. For awards with service-based vesting conditions, the Company recognizes equity-based compensation expense on a straight-line basis over the vesting period. Compensation expense related to awards to employees and non-employees with performance-based vesting conditions is recognized based on the grant date fair value over the requisite service period using the accelerated attribution method to the extent achievement of the performance condition is probable. The Company estimates the probability that certain performance criteria will be met and does not recognize compensation expense until it is probable that the performance-based vesting condition will be achieved.

The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

Determination of Fair Value

Subsequent to the closing of the Business Combination, the fair value of each share of common stock underlying stock-based awards is determined based on the closing price of the Company’s common stock as reported by Nasdaq on the date of grant.

The Company estimates the fair value of stock options using the Black-Scholes option pricing model, which uses as inputs the fair value of the Company’s common stock, and certain management estimates, including the expected stock price volatility, the expected term of the award, the risk-free rate, and expected dividends. Expected volatility is calculated based on reported volatility data for a representative group of publicly traded companies for which historical information is available. The Company selects companies with comparable characteristics with historical share price information that approximates the expected term of the equity-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period that approximates the calculated expected term of the stock options. The Company will continue to apply this method until a sufficient amount of historical information regarding the volatility of its stock price becomes available. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. The Company uses the simplified method, under which the expected term is presumed to be the midpoint between the vesting date and the end of the contractual term. The Company utilizes this method due to lack of historical exercise data. The expected dividend yield is assumed to be zero as the Company has no current plans to pay any dividends on common stock.

Prior to the completion of the Business Combination transaction, given that there had been no public market for the Company’s common stock, the estimated fair value of its common stock was determined by the board of directors as of the date of each award grant, with input from management, considering the Company’s most recently available third-party valuations of common stock. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The Company’s common stock valuations were prepared using an option pricing method (“OPM”) or a hybrid method, both of which used market approaches to estimate its enterprise value. The OPM treats common stock and preferred stock as call options on the total equity value of a company, with exercise prices based on the value thresholds at which the allocation among the various holders of a company’s securities changes. Under this method, the common stock has value only if the funds available for distribution to stockholders exceeded the value of the preferred stock liquidation preferences at the time of the liquidity event, such as a strategic sale or a merger. A discount for lack of marketability of the common stock is then applied to arrive at an indication of value for the common stock. The hybrid method is a probability-weighted expected return method (“PWERM”) where the equity value in one or more scenarios is calculated using an OPM. The PWERM is a scenario-based methodology that estimates the fair value of the Company’s common stock based upon an analysis of its future values, assuming various outcomes. The common stock value is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each

class of stock. The future value of the common stock under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the common stock. There are significant judgments and estimates inherent in the determination of the fair value of the Company’s common stock. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which the Company sold shares of preferred securities, the superior rights and preferences of securities senior to the common securities at the time of, and the likelihood of, achieving a liquidity event, such as an initial public offering or sale. Significant changes to the key assumptions used in the valuations could result in different fair values of common stock at each valuation date.

Income taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by analyzing carryback capacity in periods with taxable income, reversal of existing taxable temporary differences and estimating the future taxable profits expected and considering prudent and feasible tax planning strategies.

The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. To the extent an income tax provision is necessary, the provision for income taxes would include the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties.

Comprehensive loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. There was no difference between net loss and comprehensive loss for each of the periods presented in the accompanying consolidated financial statements.

Net loss per share

The Company calculates earnings per share in accordance with ASC Topic 260, Earnings per Share. The two-class method of computing earnings per share is required for entities that have participating securities. Under the two-class method, net income is allocated between ordinary shares and participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed.

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common stock. For purpose of this calculation, outstanding options, unvested restricted common stock and convertible preferred stock are considered potential dilutive common stock and are excluded from the computation of net loss per share as their effect is anti-dilutive.

In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to be outstanding if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2021 and 2020.

Emerging growth company status

The Company qualifies as an “emerging growth company” (“EGC”), as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to avail itself of the extended transition period and, therefore, while the Company is an EGC it will not be subject to new or revised accounting standards the same time that they become applicable to other public companies that are not EGCs, unless it chooses to early adopt a new or revised accounting standard. As a result of this election, the consolidated financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates.

Recently adopted accounting pronouncements

In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606, (“ASU 2018-18”). The amendments in this update clarify that certain transactions between collaborative arrangement participants should be accounted for as revenue when the collaborative arrangement participant is a customer in the context of a unit of account and precludes recognizing as revenue consideration received from a collaborative arrangement participant if the participant is not a customer. This standard became effective for the Company on January 1, 2021 and did not have a material impact on its consolidated financial statements as the Company had no transactions applicable to this guidance; however, the standard may impact how the Company accounts for certain business transactions in the future.

Recently issued accounting pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), Amendments to the FASB Accounting Standards Codification (“ASU 2016-02”), which replaces the existing guidance for leases. ASU 2016-02 requires the identification of arrangements that should be accounted for as leases by lessees. In general, for lease arrangements exceeding a twelve-month term, these arrangements must now be recognized as assets and liabilities on the balance sheet of the lessee. Under ASU 2016-02, a right-of-use asset and a lease liability will be recorded for all leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The balance sheet amount recorded for existing leases at the date of adoption of ASU 2016-02 must be calculated using the applicable incremental borrowing rate at the date of adoption. The guidance is effective for annual reporting periods beginning after December 15, 2021 and interim periods beginning after December 15, 2022, and early adoption is permitted. The Company currently anticipates applying the modified retrospective approach effective January 1, 2022. The Company currently expects to elect the package of practical expedients which allows entities to not reassess (i) whether an arrangement is or contains a lease, (ii) the classification of its leases, and (iii) the accounting for initial direct costs. Further, the Company currently anticipates electing, by class of underlying asset, the short-term lease exception for leases with terms of twelve months or less. In doing so, the Company will not recognize a lease liability or right-of-use asset on its consolidated balance sheets for such short-term leases. Finally, the Company currently expects to elect, by class of underlying asset, the practical expedient to not separate lease and non-lease components. The Company does not expect that the adoption of ASU 2016-02 will have a material impact on its consolidated financial statements and related disclosures.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments, which has been subsequently amended by ASU No. 2018-19, ASU No. 2019-04, ASU No. 2019-05, ASU No. 2019-10, ASU No. 2019-11 and ASU No. 2020-3 (“ASU 2016-13”). The provisions of ASU 2016-13 modify the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology and require a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for the Company on January 1, 2023, with early adoption permitted. The Company is currently evaluating the potential impact that ASU 2016-13 may have on its consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The new standard will be effective for annual reporting periods beginning after December 15, 2021. The Company does not expect that the adoption of ASU 2018-18 will have a material impact on its consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which reduces the number of

accounting models for convertible debt instruments and convertible preferred stock as well as amends the derivatives scope exception for contracts in an entity’s own equity. ASU 2020-06 is effective for the Company on January 1, 2024, with early adoption permitted. The Company is currently evaluating the potential impact that this standard may have on its consolidated financial statements and related disclosures.

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

4. Fair value measurements

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


December 31, 2021	Level 1		Level 2		Level 3		Total
Assets
Money market funds in cash and cash equivalents	$	135,631	$	—	$	—	$	135,631


December 31, 2020	Level 1		Level 2		Level 3		Total
Assets
Money market funds in cash and cash equivalents	$	4,015	$	—	$	—	$	4,015

Liabilities
Warrant liability	$	—	$	—	$	76	$	76

The values of cash equivalents are classified as Level 1 measurements under the fair value hierarchy as these assets have been valued using quoted market prices in active markets and do not have any restrictions on redemption. As of December 31, 2021 and 2020, cash equivalents were comprised of funds in money market accounts. There were no transfers or reclassifications between Level 1, Level 2 and Level 3 during the year ended December 31, 2021.

The value of the warrant liability was classified as a Level 3 measurement under the fair value hierarchy, as this liability was valued based on significant inputs not observable in the market.

Warrants to purchase Series A Preferred Stock

In February 2019, concurrent with the Company’s Term Loan agreement, the Company issued warrants to purchase 15,257 shares of Old Gemini’s Series A preferred stock. The warrants had an exercise price of $5.46 per share and expired in February 2029, representing a contractual term of ten years from issuance. At the closing of the Business Combination, the warrants were automatically exercised for 15,257 shares of the Company’s common stock.

The fair value of the warrants was recorded as a liability on the date of issuance and was revalued at the end of each reporting period until being exercised upon the closing of the Business Combination.

The following table provides a roll-forward of the activity of the Company’s Series A preferred stock warrant liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy wherein fair value is estimated using significant unobservable inputs (in thousands):


Balance at December 31, 2019	$	68
Change in fair value		8
Balance at December 31, 2020	$	76
Warrant exercise		(76	)
Balance at December 31, 2021	$	—

The fair value of the warrants to purchase shares of the Company’s Series A preferred stock at an exercise price of $5.46 per share, including subsequent remeasurements, was estimated using the Black-Scholes Option Pricing Model using the following assumptions:


	Year Ended December 31,
	2021			2020
Fair value of the underlying instrument	$	—		$5.87 - $6.47
Risk-free interest rate		—	%	0.57% - 0.75%
Expected term (in years)		—		8.1 - 8.9
Expected volatility		—	%	73.8% - 79.2%
Expected dividend yield		—	%		0.0	%

The risk-free interest rate used is the rate for a U.S. Treasury zero coupon issue with a term consistent with the remaining contractual term of the warrant on the date of measurement. The Company has not paid, and does not expect to pay, any cash dividends in the foreseeable future. The Company based the expected term assumption on the actual remaining contractual term of the respective warrants as of the date of measurement. The expected volatility is based on historical volatilities from guideline companies since there is no active market for the Company’s common stock. The fair value on the date of measurement of the Series A preferred stock, the underlying instrument, was estimated by management with the assistance of a third-party valuation specialist.

- 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, 2021

Property Plant And Equipment [Abstract]

Property and Equipment, net

5. Property and equipment, net

Property and equipment, net consisted of the following (in thousands):


	December 31,
	2021		2020
Laboratory equipment	$	—	$	808
Computer equipment		—		29
Furniture and fixtures		—		53
Leasehold improvements		—		65
Total		—		955
Less accumulated depreciation		—		(661	)
Property and equipment, net	$	—	$	294

Depreciation expense for the years ended December 31, 2021 and 2020 was approximately $0.2 million and $0.3 million, respectively. The Company also recorded a gain on sale of property and equipment of $0.3 million for the year ended December 31, 2021, of which $0.2 million was recorded to research and development expense and $0.1 million was recorded to general and administrative expense in the accompanying consolidated statement of operations and comprehensive loss. As of December 31, 2021, all fixed assets of the Company have been sold or disposed.

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2021

Accrued Expenses And Other Current Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

6. Accrued expenses and other current liabilities

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


	December 31,
	2021		2020
Accrued external research and development	$	4,031	$	3,136
Accrued payroll and benefits		2,603		1,500
Accrued professional fees		233		691
Accrued interest		17		437
Accrued other		—		46
	$	6,884	$	5,810

Corporate Restructuring

12 Months Ended

Dec. 31, 2021

Restructuring And Related Activities [Abstract]

Corporate Restructuring

7. Corporate restructuring

In October 2021, the Company announced a restructuring plan that resulted in a reduction of the Company’s workforce by 11 positions, or approximately 26% of the Company’s then workforce. A majority of these employees’ separation from the Company occurred in mid-October 2021, and the remaining affected employees transitioned by the end of 2021. As a result, the Company incurred costs of $1.4 million related to severance benefits for the affected employees, including severance payments, limited reimbursement of medical insurance premiums, outplacement services and other restructuring costs and expenses. Each affected employee’s eligibility for the severance benefits was contingent upon such employee’s execution (without revocation, as applicable) of a separation agreement, which includes a general release of claims against the Company. The restructuring plan was completed by the end of 2021.

Of the $1.4 million in costs recognized related to the restructuring plan, $0.9 million and $0.5 million have been charged to research and development and general and administrative expenses, respectively, in the accompanying consolidated statement of operations and comprehensive loss for the year ended December 31, 2021. During the year ended December 31, 2021, the Company paid $0.5 million in severance benefits to separating employees related to the restructuring plan. At December 31, 2021, unpaid severance costs of $0.9 million are included in accrued expenses and other current liabilities in the accompanying consolidated balance sheet and are expected to be paid during the first quarter of 2022.

Term Loan

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Term Loan

8. Term loan

In February 2019, the Company entered into a Term Loan facility of up to $10.0 million with SVB. The proceeds were used for general corporate and working capital purposes. Concurrent with the Term Loan, the Company issued SVB warrants to purchase 15,257 shares of the Company’s Series A preferred stock at an exercise price of $5.46 (see Note 3). As of December 31, 2021 and 2020, the Company had $5.4 million and $10.0 million, respectively, in principal outstanding under the Term Loan.

The Term Loan is governed by a loan and security agreement, entered into in February 2019, between the Company and SVB (the “SVB Loan Agreement”). The SVB Loan Agreement provided for two separate tranches under which the Company could borrow. In April 2019, the Company borrowed $7.5 million under the first tranche, and in December 2019, the Company borrowed $2.5 million under the second tranche.

The Term Loan initially matured in July 2022 and accrues interest at a floating rate per annum equal to the greater of 3.75% or the prime rate minus 1.5% (1.75% as of December 31, 2021). The Term Loan initially provided for monthly interest-only payments until July 2020. Thereafter, payments are payable in equal monthly installments of principal, plus all accrued and unpaid interest. The Company may prepay the Term Loan in whole upon 5 days’ prior written notice to SVB. Any such prepayment of the Term Loan is subject to a prepayment charge of 0.5% of the then outstanding principal balance. Amounts outstanding during an event of default are payable upon SVB’s demand and will accrue interest at an additional rate of 5.0% per annum of the past due amount outstanding.

In April 2020, the Company entered into a deferral agreement with SVB to defer scheduled principal repayments on its Term Loan by six months. The deferral agreement was offered to the Company in connection with SVB’s venture debt relief initiative, which was started due to the COVID-19 pandemic. The Company’s first principal payment under its credit facility occurred in February 2021. The required monthly interest-only payment was not impacted by the deferral. The Term Loan’s new maturity date is in January 2023. After considering the debt guidance in ASC 470, the Company concluded that it did not meet the indicators of a troubled debt restructuring and accounted for the deferral of principal payment as a debt modification. Since there were no fees paid to SVB in connection with the deferral agreement, the Company did not record any adjustments to the Company’s consolidated financial statements related to this deferral.

At the end of the loan term (whether at maturity, by prepayment in full or otherwise), the Company is required to pay a final end of term charge to SVB in the amount of 4.0% of the aggregate original principal amount advanced by SVB. The amount of the end of term charge is being accrued over the loan term as interest expense. As of December 31, 2021 and 2020, the Company had a liability related to the end of term charge of $0.4 million and $0.2 million, respectively, which has been classified within other long-term liabilities.

The SVB Loan Agreement includes a provision under which SVB may accelerate the scheduled maturities of the Term Loan under conditions that are not objectively determinable. The Company evaluated the likelihood of such acceleration and determined that it is not probable and classified the Term Loan on the consolidated balance sheet in accordance with the repayment schedule as of December 31, 2021.

As of December 31, 2021, scheduled principal payments for the Term Loan are as follows (in thousands):


Year Ending December 31,
2022	$	5,000
2023		417
Total principal		5,417
Unamortized discounts		(13	)
Carrying amount		5,404
Less current portion		(5,000	)
Long-term portion	$	404

The Company recognized $0.5 million of interest expense related to the Term Loan during each of the years ended December 31, 2021 and 2020.

Convertible Promissory Notes

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Convertible Promissory Notes

9. Convertible promissory notes

In August 2020, Old Gemini entered into a purchase agreement with various investors to issue $14.0 million in convertible promissory notes (the “Notes”). The Notes accrued simple interest at 8% per annum. The Company determined that a beneficial conversion feature (“BCF”) existed and should be recognized on the issuance date. The Company recorded the Notes at the original issuance price, net of the BCF discount. The BCF discount was accreted to the face value of the Notes over the period from the issuance date until the maturity date, offset against interest expense.

The Notes served as a bridge loan prior to the PIPE Financing that was completed in connection with the closing of the Business Combination. The Notes were intended to automatically convert into shares of common stock issued in the PIPE Financing at a per share conversion price equal to the lowest per share price paid for such shares of common stock in the PIPE Financing. The Notes were amended to allow for the principal and interest to convert to shares of Series B preferred stock prior to the closing of the Business Combination. Accordingly, immediately prior to the closing of the Business Combination, the outstanding principal and interest under the Notes converted into 2,341,316 shares of Series B preferred stock at a per share conversion price of $6.1986, and the Notes liability was extinguished. The Company recorded a loss on conversion of convertible notes of $0.7 million for the difference between the reacquisition price of the Notes and the net carrying amount of the Notes in the consolidated statements of operations for the year ended December 31, 2021.

As of December 31, 2020, the carrying value of the Notes was as follows (in thousands):


Principal amount	$	14,000
Unamortized discount (beneficial conversion feature)		(2,311	)
Carrying amount		11,689
Less current portion		(11,689	)
Long-term portion	$	—

The Company recognized $1.7 million and $6.3 million of interest expense related to the Notes during the years ended December 31, 2021 and 2020, respectively.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

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

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

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

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

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

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

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

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+ Details

Stockholders’ Equity (Deficit)

12 Months Ended

Dec. 31, 2021

Stockholders Equity Note [Abstract]

Stockholders’ Equity (Deficit)

10. Stockholders' equity (deficit)

The consolidated statement of stockholders’ equity (deficit) has been retroactively adjusted for all periods presented to reflect the Business Combination and reverse recapitalization as defined in Note 2, Business Combination.

Preferred Stock

Upon closing of the Business Combination and pursuant to the terms of the Amended and Restated Certificate of Incorporation entered into on February 5, 2021, the Company authorized 10,000,000 shares of preferred stock with a par value $0.0001 per share. The Company’s board of directors has the authority, without further action by the stockholders, to issue such shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, voting, and other rights, preferences and privileges of the shares. There were no issued and outstanding shares of preferred stock as of December 31, 2021.

In connection with the closing of the Business Combination, all previously issued and outstanding Series A convertible preferred stock and Series B convertible preferred stock were exchanged for common stock of the Company pursuant to the Conversion Ratio established in the Merger Agreement. All fractional shares were rounded down.

Common Stock

Pursuant to the term of the Amended and Restated Certificate of Incorporation, the Company authorized 250,000,000 shares of common stock with a par value of $0.0001 per share.

As discussed in Note 2, Business Combination, the Company has retroactively adjusted the shares issued and outstanding prior to February 5, 2021 to give effect to the Conversion Ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted.

Voting

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.

Dividends

Common stockholders are entitled to receive dividends, as may be declared by the board of directors. No dividends have been declared to date.

- 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.

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+ Details

Equity incentive plans

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Equity incentive plans

11. Equity incentive plans

2017 Old Gemini Equity Incentive Plan

Old Gemini’s 2017 Stock Option and Grant Plan, as amended (the “2017 Plan”), provided for the Company to grant qualified incentive options, nonqualified options, stock grants and other stock-based awards to employees and non-employees to purchase the Company’s common stock. The 2017 Plan was administered by the board of directors, or at the discretion of the board of directors, by a committee of the board of directors.

The exercise price for incentive options was determined at the discretion of the board of directors. All incentive options granted to any person possessing less than 10% of the total combined voting power of all classes of stock may not have an exercise price of less than 100% of the fair market value of the common stock on the grant date. All incentive options granted to any person possessing more than 10% of the total combined voting power of all classes of stock may not have an exercise price of less than 110% of the fair market value of the common stock on the grant date.

The option term for incentive awards may not be greater than ten years from the date of the grant. Incentive options granted to persons possessing more than 10% of the total combined voting power of all classes of stock may not have an option term of greater than five years from the date of the grant. The vesting period for equity-based awards under the 2017 Plan was determined at the discretion of the board of directors, which was generally four years. For awards granted to employees and non-employees with four-year vesting terms, 25% of the options vest on the first anniversary of the grant date and the remaining options vest equally each month for three years thereafter.

Upon completion of the Business Combination, the Company ceased granting awards under the 2017 Plan.

Conversion of Awards

Each Old Gemini option from the 2017 Plan and each option from Old Gemini’s 2015 Stock Option and Grant Plan (the “2015 Plan”) that was outstanding immediately prior to the Business Combination, whether vested or unvested, was converted into an option to purchase a number of shares of common stock (each such option, an "Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Old Gemini common stock subject to such Old Gemini option immediately prior to the Business Combination and (ii) the Conversion Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Old Gemini option immediately prior to the consummation of the Business Combination, divided by (B) the Conversion Ratio. Each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Old Gemini option immediately prior to the consummation of the Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options.

As of the Closing Date, the 10,567,508 options and 163,157 restricted stock units (“RSUs”) outstanding under the 2017 Plan and 2015 Plan were converted into 2,303,309 options and 35,561 RSUs, respectively, upon completion of the Business Combination after the effect of the Conversion Ratio. This effect of the Conversion Ratio has been retroactively adjusted throughout the Company’s consolidated financial statements.

2021 Gemini Equity Incentive Plan

In February 2021, FSDC’s stockholders approved the 2021 Stock Option and Incentive Plan (the “2021 Plan”), pursuant to which 4,264,341 shares of common stock were reserved for issuance. The 2021 Plan provides for the Company to grant incentive stock options or nonqualified stock options for the purchase of common stock, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards, cash-based awards and dividend equivalent rights to employees, officers, directors and consultants of Gemini. Incentive stock options may only be granted to employees. The 2021 Plan is administered by the plan administrator, which is the compensation committee of Gemini’s board of directors, provided therein, which has discretionary authority, subject only to the express provisions of the 2021 Plan, to interpret the 2021 Plan; determine eligibility for and grant awards; determine form of settlement of awards (whether in cash, shares of stock, other property or a combination of the foregoing), determine, modify or waive the terms and conditions of any award; prescribe forms, rules and procedures; and otherwise do all things necessary to carry out the purposes of the 2021 Plan. As of December 31, 2021, 229,804 shares remained available for future issuance under the 2021 Plan. The number of shares of common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each calendar year, starting on January 1, 2022 and continuing through January 1, 2031, in an amount equal to 4% of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Company’s board of directors. Subject to this provision, the Company added 1,728,326 shares available for grant to the 2021 Plan effective January 1, 2022.

The exercise price of each stock option granted under the 2021 Plan will be 100% of the fair market value of the underlying stock subject to the award, determined as of the date of the grant, or such higher amount as the plan administrator may determine in connection with the grant, and the term of stock option may not be greater than ten years. The vesting and other restrictions are determined at the discretion of the plan administrator.

2021 Inducement Plan

In February 2021, the Company’s board of directors approved the 2021 Inducement Plan. The 2021 Inducement Plan is a non-stockholder approved stock plan under which the Company grants equity awards to induce highly-qualified prospective officers and employees who are not currently employed by the Company to accept employment and provide them with a proprietary interest in the Company. The Company intends that the 2021 Inducement Plan be reserved for persons to whom the Company may issue securities without stockholder approval as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of the NASDAQ Stock Market, Inc. The 2021 Inducement Plan is administered by the board of directors or the compensation committee of the board, which determines the types of awards to be granted, including the number of shares subject to the awards, the exercise price and the vesting schedule. Awards granted under the 2021 Inducement Plan expire no later than ten years from the date of grant. As of December 31, 2021, 766,949 shares were available for issuance under the 2021 Inducement Plan.

2021 Employee Stock Purchase Plan

In July 2021, the Company’s board of directors approved the 2021 Employee Stock Purchase Plan (“2021 ESPP”). The first offering period under the 2021 ESPP began on December 1, 2021. The Company has not yet issued any shares under the 2021 ESPP. The Company recorded $16 thousand of stock-based compensation expense related to the 2021 ESPP during the year ended December 31, 2021. As of December 31, 2021, 430,551 shares remained available for future issuance under the 2021 ESPP. The number of shares of common stock reserved for issuance under the 2021 ESPP automatically increases on January 1 of each calendar year, starting on January 1, 2023 and continuing through January 1, 2031, in an amount equal to the least of (a) 1% of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, (b) 430,551 shares of common stock, or (c) such number of shares determined by the Company’s board of directors.

Option valuation

The assumptions that the Company used to determine the fair value of the stock options granted to employees and non-employees was as follows:


	Year Ended December 31,
	2021			2020
Risk-free interest rate	0.6% - 1.4%			0.4% - 0.7%
Expected term	5.3 - 6.1 years			5.5 - 6.1 years
Expected volatility		79	%		79	%
Expected dividend yield		—	%		—	%

Options

Through December 31, 2021, all options granted by the Company are for the purchase of shares of common stock. The following table summarizes option activity since December 31, 2020:


	Number of stock options			Weighted average exercise price per share		Weighted average remaining contractual term		Aggregate intrinsic value
						(in years)		(in thousands)
Outstanding at December 31, 2020		2,316,899		$	4.00
Granted		5,057,146		$	11.99
Exercised		(208,890	)	$	1.48
Forfeited and expired		(2,095,996	)	$	10.20
Outstanding at December 31, 2021		5,069,159		$	9.52		8.9	$	734
Options vested and expected to vest at December 31, 2021		5,069,159		$	9.52		8.9	$	734
Options vested and exercisable at December 31, 2021		750,918		$	3.88		7.7	$	468

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock.

The intrinsic value of options exercised during the years ended December 31, 2021 and 2020 was $0.9 million and $1.9 million, respectively.

The weighted average grant date fair value per share of options granted during the years ended December 31, 2021 and 2020 was $8.13 and $4.40, respectively.

The total fair value of options vested during the years ended December 31, 2021 and 2020 was $1.7 million and $0.6 million, respectively.

Restricted stock units

Under terms of the restricted stock units agreements covering the common stock, shares of common stock related to restricted stock units are subject to time-based and performance-based vesting. The restricted stock units will immediately be forfeited to the Company if the relationship between the recipient and the Company ceases.

The following table summarizes the Company’s restricted stock activity since December 31, 2020:


	Number of shares			Weighted average grant date fair value
Unvested at December 31, 2020		35,568		$	1.00
Granted		1,333,762		$	3.56
Forfeited		(85,680	)	$	3.55
Vested		(35,568	)	$	1.00
Unvested at December 31, 2021		1,248,082		$	3.56

The aggregate fair value of restricted stock units that vested during the years ended December 31, 2021 and 2020 was $31 thousand and $0.4 million, respectively.

The Company recorded stock-based compensation expense for restricted stock of $38 thousand and $30 thousand during the years ended December 31, 2021 and 2020, respectively.

Stock-based compensation expense

The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands):


	Year Ended December 31,
	2021		2020
Research and development	$	2,575	$	306
General and administrative		5,212		677
Total stock-based compensation expense	$	7,787	$	983

As of December 31, 2021, total unrecognized compensation cost related to the unvested stock-based awards was $24.7 million, which is expected to be recognized over a weighted average period of 3.0 years.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

12. Income taxes

For the years ended December 31, 2021 and 2020, the Company recorded no income tax benefit for the net operating losses incurred in each year, due to the uncertainty of realizing a benefit from those items and recorded a full valuation allowance on its net deferred tax assets.

A reconciliation of income taxes computed using the statutory federal tax rate to the Company’s effective income tax rate as of December 31, 2021 and 2020 are as follows:


	Year Ended December 31,
	2021			2020
U.S. federal statutory income tax rate		21.0	%		21.0	%
State and local taxes, net of federal benefit		4.8	%		5.4	%
Research and development credits		2.9	%		3.0	%
Other		0.3	%		0.3	%
Change in valuation allowance		(29.0	)%		(29.7	)%
Effective income tax rate		0.0	%		0.0	%

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets were as follows (in thousands):


	Year Ended December 31,
	2021			2020
Deferred tax assets:
Net operating loss carryforwards	$	43,542		$	27,469
Research and development credits		5,938			3,866
Other temporary differences		2,772			681
Gross deferred tax assets		52,252			32,016
Deferred tax liabilities:
Depreciation		—			—
Stock-based compensation		—			—
Debt discount		—			(609	)
Gross deferred tax liabilities		—			(609	)
Net deferred tax assets		52,252			31,407
Valuation allowance		(52,252	)		(31,407	)
Net deferred tax assets	$	—		$	—

In assessing the realizability of the net deferred tax asset, the Company considers all relevant positive and negative evidence in determining whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The realization of the gross deferred tax assets is dependent on several factors, including the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. Management believes that it is more likely than not that the Company’s net deferred income tax assets will not be realized. As such, there is a full valuation allowance against the net deferred tax assets as of December 31, 2021 and 2020. The valuation allowance increased by $20.8 million during the year ended December 31, 2021 and $9.9 million during the year ended December 31, 2020 primarily as a result of net operating losses generated during the periods. The Company reevaluates the positive and negative evidence at each reporting period.

As of December 31, 2021, the Company had federal net operating loss carryforwards of $7.6 million that are subject to expire at various dates through 2037, and net operating loss carryforwards of $156.5 million, which have no expiration date, can be carried forward indefinitely, and are limited to a deduction to 80% of annual taxable income. The Company has state tax net operating loss carryforwards of $143.1 million, which may be available to offset future income tax liabilities and expire at various dates through 2041 and net operating loss carryforwards of $1.0 million, which have no expiration date, can be carried forward indefinitely. The Company also has federal and state research and development tax credit carryforwards of $5.0 million and $1.2 million, respectively, which expire at various dates through 2041.

Net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service (“IRS”) and 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 in the Internal Revenue Code of 1986, as amended (the “Code”), which could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the Company’s value immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has not 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 carryforwards.

A study of research and development credit carryforwards, once undertaken by the Company, may result in an adjustment to its research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the consolidated balance sheet or consolidated statement of operations and comprehensive loss if an adjustment is required.

The Company has not recorded any liabilities for unrecognized tax benefits as of December 31, 2021 and 2020. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions.

The Company is subject to U.S. federal income tax and Massachusetts state income tax. The statute of limitations for assessment by the IRS and state tax authorities is open for the tax years since 2018; currently, no federal or state income tax returns are under examination by the respective taxing authorities. However, the federal and state tax returns are subject to tax examination from the year of formation to the present. 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 or state tax authorities to the extent utilized in a future period.

In March 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was passed by the U.S. Congress and signed into law by the President of the United States. The CARES Act, among other things, includes certain provisions for individuals and corporations; however, these benefits do not impact the company’s income tax provision.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Net Loss Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

13. Net loss per share

As a result of the Business Combination, the Company has retroactively restated the weighted average shares outstanding prior to February 5, 2021 to give effect to the Conversion Ratio.

The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company (in thousands, except share and per share amounts):


	Year Ended December 31,
	2021			2020
Net loss attributable to common stockholders	$	(71,869	)	$	(40,837	)
Weighted average common shares outstanding, basic and diluted		40,362,303			15,115,129
Net loss per share attributable to common stockholders, basic and diluted	$	(1.78	)	$	(2.70	)

The Company’s unvested restricted common shares have been excluded from the computation of basic net loss per share attributable to common stockholders.

The Company’s potentially dilutive securities, which include unvested restricted stock, common stock options outstanding and warrants to purchase shares of Series A preferred stock, have been excluded from the computation of diluted net loss per share attributable to common stockholders as the effect would be to reduce the net loss per share attributable to common stockholders. 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 potential common shares from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	As of December 31,
	2021		2020
Unvested restricted stock		1,248,082		35,568
Common stock options outstanding		5,069,159		2,316,899
Warrants to purchase shares of Series A preferred stock (as converted to common stock)		—		15,257
		6,317,241		2,367,724

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

14. Commitments and contingencies

Commitments

The Company’s long-term contractual obligations include commitments entered into in the normal course of business. The Company’s most significant contracts relate to agreements with clinical research organizations (“CROs”) for clinical trials and preclinical studies and clinical manufacturing organizations (“CMOs”), which the Company enters into in the normal course of business. The contracts with CROs and CMOs are generally cancellable, with notice, at the Company’s option. The Company also has commitments related to debt obligations, license agreements and other purchase obligations.

Lease agreements

The Company terminated its lease agreement on December 31, 2021 for its office and laboratory space. The lease required the Company to provide a security deposit in the amount of $0.2 million. The Company provided the landlord an irrevocable standby letter of credit in the name of the landlord for its security deposit and collateralized that letter of credit through its bank, which was included on the consolidated balance sheets as restricted cash as of December 31, 2021 and 2020. The Company was also required to pay certain operating costs. Rent expense for each of the years ended December 31, 2021 and 2020 was $1.0 million.

License agreements

In April 2017, the Company entered into a Research Collaboration and License Agreement with Sanquin Blood Supply Foundation (“Sanquin”) (the “2017 License Agreement”) to develop antibodies that bind and enhance the activity of CFH. As consideration for the license, the Company paid a one-time, non-refundable upfront payment of $0.1 million. The 2017 License Agreement includes additional consideration upon the achievement of certain development and commercial milestones (i.e., once net sales targets exceed certain thresholds) totaling up to an aggregate amount of $29.0 million. Finally, the Company is required to make royalty payments of between 1.25% and 2.50% of net product sales if commercialization is achieved. On March 7, 2022, the Company entered into an amendment to the 2017 License Agreement (the “2022 Amendment”) to clarify that certain patent rights directed to CFH potentiating antibodies are jointly owned by the Company and Sanquin. Under the 2022 Amendment, Sanquin granted the Company an exclusive (even as to Sanquin) royalty-bearing license, with the right to sublicense through multiple tiers, to the portion of these patent rights owned by Sanquin. The consolidated financial statements as of December 31, 2021 and 2020 do not include liabilities with respect to this agreement as the Company has not yet generated revenue and the achievement of certain milestones is not deemed probable.

In June 2018, the Company entered into a Cell Line License Agreement with Life Technologies Corporation (the “2018 License Agreement”) to obtain non-exclusive use of 293 H cells in support of GEM-103 manufacturing activities. As consideration for the license, the Company paid a one-time, non-refundable, non-creditable initial license fee of $0.1 million. In addition, an annual non-refundable, non-creditable development fee of $0.1 million is due on each anniversary date. The 2018 License Agreement includes additional consideration of $0.3 million contingent upon future commercialization of each licensed product. The consolidated financial statements as of December 31, 2021 and 2020 do not include a liability with respect to the additional consideration under this agreement as the Company has not yet generated revenue.

In March 2019, the Company entered into a second Cell Line License Agreement with Life Technologies Corporation (the “2019 License Agreement”) to obtain non-exclusive use of a CTS Viral Production cell line for producing genetically engineered adeno-associated virus particles to be used in human therapeutics. In October 2021, the Company terminated the 2019 License Agreement. As consideration for the license, the Company paid a one-time, non-refundable, non-creditable initial license fee of $0.1 million. In addition, an annual non-refundable, non-creditable development fee of $0.1 million is due on each anniversary date, beginning on the second anniversary date. The 2019 License Agreement included additional consideration of $0.4 million contingent upon future commercialization of each licensed product. The consolidated financial statements as of December 31, 2021 and 2020 do not include a liability with respect to the additional consideration under this agreement as the Company has not yet generated revenue.

In October 2018, the Company entered into a Master License Agreement with Avitide, Inc. (the “2018 Master License Agreement”) to license, on an exclusive basis, certain of Avitide’s affinity chromatography resins comprised of proprietary ligands for affinity purification of biopharmaceuticals. As consideration for the license, the Company paid an upfront license fee of $0.2 million. In addition, an annual license fee of $0.1 million is due on each anniversary date. The 2018 Master License Agreement includes additional consideration upon the achievement of certain development, commercial and sales milestones totaling up to $0.7 million, $2.2 million and $7.0 million, respectively. Finally, the Company is required to make royalty payments of 1.25% of net product sales if commercialization is achieved. The consolidated financial statements as of December 31, 2021 and 2020 do not include liabilities with respect to additional consideration under this agreement as the Company has not yet generated revenue and the achievement of certain milestones is not deemed probable.

In June 2019, the Company entered into a GPEx-Derived Cell Line Sale Agreement with Catalent Pharma Solutions, LLC (the “2019 Sale Agreement”) to purchase all right, title and interest in and to the GPEx Cell Line. As consideration for the GPEx Cell Line, the Company is required to make one-time milestone payments totaling up to $1.3 million in aggregate, as well as a contingent annual fee upon commercialization (1% of net sales, or $0.1 million, whichever is greater) and other fees after certain milestones are reached. Certain milestone payments may be waived if Catalent manufactures >50% of the total product required for the relevant clinical trial. The consolidated financial statements as of December 31, 2021 and 2020 do not include

liabilities with respect to this agreement as the Company has not yet generated revenue and the achievement of certain milestones is not deemed probable.

Contingencies

Indemnification agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any indemnification arrangements could have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2021 and 2020.

Legal proceedings

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. As of December 31, 2021 and 2020, the Company was not a party to any material legal matters or claims.

Benefit Plans

12 Months Ended

Dec. 31, 2021

Defined Benefit Plan Roll Forwards [Abstract]

Benefit Plans

15. Benefit plans

The Company established a defined contribution savings plan under Section 401(k) of the Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Prior to 2019, matching contributions to the plan were made at the discretion of the Company’s management. Beginning in 2019, the Company provides matching contributions equal to fifty percent (50%) up to six percent (6%) of each participant’s salary. Employees are immediately and fully vested in the Company’s contribution. During the years ended December 31, 2021 and 2020, the Company contributed $0.2 million and $0.1 million to the plan, respectively.

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

16. Related party transactions

The Company engaged a firm managed by an executive of the Company for professional services related to accounting, finance and other administrative functions. For the year ended December 31, 2021, the costs incurred under this arrangement totaled $0.6 million, of which $0.1 million was recorded in stockholders’ equity (deficit) as a reduction to additional paid-in capital as a result of the Business Combination and $0.5 million was recorded as general and administrative expense in the consolidated statements of operations and comprehensive loss. For the year ended December 31, 2020, the costs incurred under this arrangement totaled $0.7 million, of which $0.7 million was capitalized as deferred offering costs associated with the business combination with FSDC and $44 thousand was recorded as general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss. As of December 31, 2021 and 2020, amounts owed under this arrangement totaled $0 and $0.3 million, respectively, and is included in accounts payable in the accompanying consolidated balance sheet. The executive of the Company associated with this firm resigned from the Company in February 2021.

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

17. Subsequent events

The Company has evaluated subsequent events through the date of this Annual Report on Form 10-K to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements as of December 31, 2021, and events which occurred subsequently but were not recognized in the consolidated financial statements. The Company has concluded that no events or transactions have occurred that require disclosure in the accompanying consolidated financial statements, except as follows:

On February 28, 2022, the Company announced a restructuring plan to reduce the Company's operations to preserve financial resources, resulting in a reduction of the Company’s workforce by up to 24 positions, or approximately 80%, by the end of the second quarter of 2022. As a result, the Company estimates that in total it will incur costs within the range of $1.6 million to $1.9 million, which are expected to consist of severance benefits for the affected employees, limited reimbursement of medical insurance premiums, outplacement services and other restructuring costs and expenses. Each affected employee’s eligibility

for the severance benefits is contingent upon such employee’s execution (without revocation, as applicable) of a separation agreement, which includes a general release of claims against the Company. The restructuring plan is expected to be completed by the end of the second quarter of 2022.

Additionally, the Company has initiated a process to evaluate strategic alternatives in order to maximize shareholder value. There can be no assurance that this strategic review process will result in the Company pursuing any transaction or that any transaction, if pursued, will be completed on attractive terms or at all.

Furthermore, effective as of February 28, 2022, Georges Gemayel, Ph.D., the Company's current Executive Chair, was appointed as interim President and Chief Executive Officer to succeed Jason Meyenburg, who has transitioned from his roles as President, CEO and Director and will continue to serve as an advisor to the Company. Dr. Gemayel will continue to serve as the Chair of the Board.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of presentation

Use of Estimates

Use of estimates

Cash and Cash Equivalents

Cash and cash equivalents

Restricted Cash

Restricted cash


	December 31,
	2021		2020
Cash and cash equivalents	$	136,627	$	4,503
Restricted cash		323		323
Total cash, cash equivalents and restricted cash	$	136,950	$	4,826

Concentration of Credit Risk and of Significant Suppliers

Concentration of credit risk and of significant suppliers

Property and Equipment

Property and equipment


Computer equipment		3 years
Furniture and fixtures		5 years
Laboratory equipment		3 years
Leasehold improvements		Shorter of the useful life of the asset or the life of the lease

Impairment of Long-lived Assets

Impairment of long-lived assets

Offering Costs

Offering costs

Fair Value Measurements

Fair value measurements

Level 1 – Quoted prices in active markets that are identical assets or liabilities.

Debt Issuance Costs

Debt issuance costs

Warrants

At the closing of the Business Combination, the warrants were automatically exercised for 15,257 shares of the Company's common stock.

Segment Information

Segment information

Research and Development Contract Costs and Accruals

Research and development contract costs and accruals

Patent Costs

Patent costs

Stock-based Compensation

Stock-based compensation

Determination of Fair Value

Income Taxes

Income taxes

Comprehensive Loss

Comprehensive loss

Net Loss Per Share

Net loss per share

Emerging Growth Company Status

Emerging growth company status

Recently Adopted and Issued Accounting Pronouncements

Recently adopted accounting pronouncements

Recently issued accounting pronouncements

Business Combination (Tables)

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Summary of Net Proceeds from Business Combination


Cash - FSDC Trust Account and cash (net of redemptions)	$	121,782
Cash - PIPE Financing		95,060
Less: Equity issuance costs and other costs paid		(20,960	)
Net proceeds from the Business Combination	$	195,882

Summary of Shares Issued from Business Combination

The following table summarizes the number of shares of Common Stock outstanding immediately following the consummation of the Business Combination:


FSDC shares outstanding prior to the Business Combination			15,535,150
Shares issued pursuant to the PIPE Financing			9,506,000
Business Combination and PIPE Financing shares			25,041,150
Conversion of Old Gemini Series A preferred stock for common stock			8,657,869
Conversion of Old Gemini Series B preferred stock for common stock			7,744,785
Conversion of Old Gemini common stock for common stock			1,539,603
Issuance of common stock upon exercise of warrants			15,257
Total shares of the Company's common stock outstanding immediately following the Business Combination			42,998,664

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Reconciliation of Cash and Cash Equivalents and Restricted Cash


	December 31,
	2021		2020
Cash and cash equivalents	$	136,627	$	4,503
Restricted cash		323		323
Total cash, cash equivalents and restricted cash	$	136,950	$	4,826

Schedule of Property and Equipment Estimated Useful Lives

The estimated useful lives are as follows:


Computer equipment		3 years
Furniture and fixtures		5 years
Laboratory equipment		3 years
Leasehold improvements		Shorter of the useful life of the asset or the life of the lease

Fair Value Measurements (Table)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

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


December 31, 2021	Level 1		Level 2		Level 3		Total
Assets
Money market funds in cash and cash equivalents	$	135,631	$	—	$	—	$	135,631


December 31, 2020	Level 1		Level 2		Level 3		Total
Assets
Money market funds in cash and cash equivalents	$	4,015	$	—	$	—	$	4,015

Liabilities
Warrant liability	$	—	$	—	$	76	$	76

Summary of Activities of Company's Series A Preferred Stock Warrant Liability


Balance at December 31, 2019	$	68
Change in fair value		8
Balance at December 31, 2020	$	76
Warrant exercise		(76	)
Balance at December 31, 2021	$	—

Summary of Fair Value of The Warrants to Purchase Shares


	Year Ended December 31,
	2021			2020
Fair value of the underlying instrument	$	—		$5.87 - $6.47
Risk-free interest rate		—	%	0.57% - 0.75%
Expected term (in years)		—		8.1 - 8.9
Expected volatility		—	%	73.8% - 79.2%
Expected dividend yield		—	%		0.0	%

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Property and equipment, net (Tables)

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Schedule of Property Plant and Equipment

Property and equipment, net consisted of the following (in thousands):


	December 31,
	2021		2020
Laboratory equipment	$	—	$	808
Computer equipment		—		29
Furniture and fixtures		—		53
Leasehold improvements		—		65
Total		—		955
Less accumulated depreciation		—		(661	)
Property and equipment, net	$	—	$	294

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Accrued Expenses And Other Current Liabilities [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

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


	December 31,
	2021		2020
Accrued external research and development	$	4,031	$	3,136
Accrued payroll and benefits		2,603		1,500
Accrued professional fees		233		691
Accrued interest		17		437
Accrued other		—		46
	$	6,884	$	5,810

Term Loan (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Scheduled Principal Payments for Term Loan

As of December 31, 2021, scheduled principal payments for the Term Loan are as follows (in thousands):


Year Ending December 31,
2022	$	5,000
2023		417
Total principal		5,417
Unamortized discounts		(13	)
Carrying amount		5,404
Less current portion		(5,000	)
Long-term portion	$	404

Convertible Promissory Notes (Table)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Carrying Value of Notes

As of December 31, 2020, the carrying value of the Notes was as follows (in thousands):


Principal amount	$	14,000
Unamortized discount (beneficial conversion feature)		(2,311	)
Carrying amount		11,689
Less current portion		(11,689	)
Long-term portion	$	—

Equity incentive plans (Table)

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Schedule of stock options granted to employees and non-employees

The assumptions that the Company used to determine the fair value of the stock options granted to employees and non-employees was as follows:


	Year Ended December 31,
	2021			2020
Risk-free interest rate	0.6% - 1.4%			0.4% - 0.7%
Expected term	5.3 - 6.1 years			5.5 - 6.1 years
Expected volatility		79	%		79	%
Expected dividend yield		—	%		—	%

Schedule of Stock Option Activity

The following table summarizes option activity since December 31, 2020:


	Number of stock options			Weighted average exercise price per share		Weighted average remaining contractual term		Aggregate intrinsic value
						(in years)		(in thousands)
Outstanding at December 31, 2020		2,316,899		$	4.00
Granted		5,057,146		$	11.99
Exercised		(208,890	)	$	1.48
Forfeited and expired		(2,095,996	)	$	10.20
Outstanding at December 31, 2021		5,069,159		$	9.52		8.9	$	734
Options vested and expected to vest at December 31, 2021		5,069,159		$	9.52		8.9	$	734
Options vested and exercisable at December 31, 2021		750,918		$	3.88		7.7	$	468

Schedule of Restricted Stock Unit Activity

The following table summarizes the Company’s restricted stock activity since December 31, 2020:


	Number of shares			Weighted average grant date fair value
Unvested at December 31, 2020		35,568		$	1.00
Granted		1,333,762		$	3.56
Forfeited		(85,680	)	$	3.55
Vested		(35,568	)	$	1.00
Unvested at December 31, 2021		1,248,082		$	3.56

Summary of Stock-based Compensation Expense

The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands):


	Year Ended December 31,
	2021		2020
Research and development	$	2,575	$	306
General and administrative		5,212		677
Total stock-based compensation expense	$	7,787	$	983

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Reconciliation of the Statutory Federal Income Tax Rate

A reconciliation of income taxes computed using the statutory federal tax rate to the Company’s effective income tax rate as of December 31, 2021 and 2020 are as follows:


	Year Ended December 31,
	2021			2020
U.S. federal statutory income tax rate		21.0	%		21.0	%
State and local taxes, net of federal benefit		4.8	%		5.4	%
Research and development credits		2.9	%		3.0	%
Other		0.3	%		0.3	%
Change in valuation allowance		(29.0	)%		(29.7	)%
Effective income tax rate		0.0	%		0.0	%

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets were as follows (in thousands):


	Year Ended December 31,
	2021			2020
Deferred tax assets:
Net operating loss carryforwards	$	43,542		$	27,469
Research and development credits		5,938			3,866
Other temporary differences		2,772			681
Gross deferred tax assets		52,252			32,016
Deferred tax liabilities:
Depreciation		—			—
Stock-based compensation		—			—
Debt discount		—			(609	)
Gross deferred tax liabilities		—			(609	)
Net deferred tax assets		52,252			31,407
Valuation allowance		(52,252	)		(31,407	)
Net deferred tax assets	$	—		$	—

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders

The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company (in thousands, except share and per share amounts):


	Year Ended December 31,
	2021			2020
Net loss attributable to common stockholders	$	(71,869	)	$	(40,837	)
Weighted average common shares outstanding, basic and diluted		40,362,303			15,115,129
Net loss per share attributable to common stockholders, basic and diluted	$	(1.78	)	$	(2.70	)

Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stock holders

The Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	As of December 31,
	2021		2020
Unvested restricted stock		1,248,082		35,568
Common stock options outstanding		5,069,159		2,316,899
Warrants to purchase shares of Series A preferred stock (as converted to common stock)		—		15,257
		6,317,241		2,367,724

Nature of the Business - Additional Information (Details) - USD ($) $ in Thousands	Feb. 05, 2021	Dec. 31, 2021	Dec. 31, 2020
Nature Of Business [Line Items]
Cash and cash equivalents for operations		$ 136,627	$ 4,503
P I P E Financing [Member]
Nature Of Business [Line Items]
Purchase price	$ 95,100
Net proceeds from issuance of private placement	$ 195,900

Business Combination (Details)		12 Months Ended
Business Combination (Details)	Feb. 05, 2021 USD ($)	Dec. 31, 2021 USD ($) shares
Business Acquisition [Line Items]
Net Proceeds From Business Combination \| $	$ 195,900,000
Business combination, transaction costs \| $		$ 21,000,000.0
Pipe Investors [Member]
Business Acquisition [Line Items]
Number of shares subscribed (in shares)		9,506,000
Purchase price \| $		$ 95.1
2021 Stock Option and Incentive Plan [Member]
Business Acquisition [Line Items]
Issuance of share (in Shares)		4,264,341
Merger Consideration [Member]
Business Acquisition [Line Items]
Number of common stock held in escrow (in Shares)		2,150,000
Merger Agreement [Member]
Business Acquisition [Line Items]
Description of conversion ratio		The shares and corresponding capital amounts and loss per share related to Old Gemini’s outstanding convertible preferred stock and common stock prior to the Business Combination have been retroactively restated to reflect the conversion ratio established in the Merger Agreement (1.00 Old Gemini share for 0.2180 shares of the Company) (the “Conversion Ratio”).
Conversion ratio		0.2180
Class A Common Stock [Member]
Business Acquisition [Line Items]
Pro rate portion of shares (in Shares)		17,942,274

Business Combination - (Details) - Summary of Net Proceeds from Business Combination $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Less: Equity issuance costs and other costs paid	$ (20,960)
Net proceeds from the Business Combination	195,882
FSDC [Member]
Business Acquisition [Line Items]
Cash	121,782
PIPE Financing [Member]
Business Acquisition [Line Items]
Cash	$ 95,060

Business Combination - (Details) - Summary of Shares Issued from Business Combination - shares		12 Months Ended
	Feb. 05, 2021	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Business Combination and PIPE Financing shares	25,041,150
Common stock, shares outstanding	42,998,664	43,208,159	15,565,380
Common Stock [Member]
Business Acquisition [Line Items]
Conversion of Old Gemini common stock for common stock	1,539,603
Issuance of common stock upon exercise of warrants	15,257
Series A Preferred Stock [Member] \| Common Stock [Member]
Business Acquisition [Line Items]
Conversion of Old Gemini common stock for common stock	8,657,869
Series B Preferred Stock [Member]
Business Acquisition [Line Items]
Conversion of Old Gemini common stock for common stock		2,341,316
Series B Preferred Stock [Member] \| Common Stock [Member]
Business Acquisition [Line Items]
Conversion of Old Gemini common stock for common stock	7,744,785
FSDC [Member]
Business Acquisition [Line Items]
Business Combination and PIPE Financing shares	15,535,150
PIPE Financing [Member]
Business Acquisition [Line Items]
Business Combination and PIPE Financing shares	9,506,000

Summary of Significant Accounting Policies - Additional Information (Details)		1 Months Ended	12 Months Ended
	Feb. 05, 2021 shares	Feb. 28, 2019 USD ($) shares	Dec. 31, 2021 USD ($) Segment shares	Dec. 31, 2020 USD ($)
Cash And Cash Equivalents [Line Items]
Restricted cash, non-current			$ 323,000	$ 323,000
Deferred offering costs			$ 0	$ 2,600,000
Common stock warrants exercised \| shares	15,257	15,257	15,257
Number of reporting units \| Segment			1
Percentage of tax benefit to be recognized			0.00%	0.00%
Minimum [Member]
Cash And Cash Equivalents [Line Items]
Percentage of tax benefit to be recognized			50.00%
Standby Letters of Credit
Cash And Cash Equivalents [Line Items]
Restricted cash, non-current			$ 200,000	$ 200,000
Silicon Valley Bank [Member]
Cash And Cash Equivalents [Line Items]
Term loan facility		$ 10,000,000.0
Credit Card
Cash And Cash Equivalents [Line Items]
Restricted cash, non-current			$ 100,000	$ 100,000

Summary of Significant Accounting Policies - Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Cash and cash equivalents	$ 136,627	$ 4,503
Restricted cash, non-current	323	323
Total cash, cash equivalents and restricted cash	$ 136,950	$ 4,826	$ 3,309

Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details)	12 Months Ended
	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Leasehold improvements	Shorter of the useful life of the asset or the life of the lease
Computer Equipment
Property Plant And Equipment [Line Items]
Estimated useful lives	3 years
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Estimated useful lives	5 years
Laboratory Equipment
Property Plant And Equipment [Line Items]
Estimated useful lives	3 years

Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Warrant [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities		$ 76
Money Market Funds [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	$ 135,631	4,015
Level 1 [Member] \| Money Market Funds [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	$ 135,631	4,015
Level 3 [Member] \| Warrant [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities		$ 76

Fair Value Measurements - Additional Information (Details) - $ / shares		1 Months Ended	12 Months Ended
	Feb. 05, 2021	Feb. 28, 2019	Dec. 31, 2021
Fair Value Option Quantitative Disclosures [Line Items]
Common stock warrants exercised	15,257	15,257	15,257
Warrants exercise price		$ 5.46
Contractual term of issuance		10 years
Series A Preferred Stock [Member]
Fair Value Option Quantitative Disclosures [Line Items]
Warrants exercise price			$ 5.46

Fair Value Measurements - Summary of Activities of Company's Series A Preferred Stock Warrant Liability (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Liabilities Fair Value Disclosure [Abstract]
Balance	$ 76,000	$ 68,000
Change in fair value of warrant liability		8,000
Balance	0	$ 76,000
Warrant exercise	$ (76,000)

Fair Value Measurement - Summary of Fair Value of The Warrants to Purchase Shares (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility	79.00%	79.00%
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk-free interest rate	0.60%	0.40%
Expected term (in years)	5 years 3 months 18 days	5 years 6 months
Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk-free interest rate	1.40%	0.70%
Expected term (in years)	6 years 1 month 6 days	6 years 1 month 6 days
Black-Scholes Option Pricing Model [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair value of the underlying instrument	$ 0
Risk-free interest rate	0.00%
Expected volatility	0.00%
Expected dividend yield		0.00%
Black-Scholes Option Pricing Model [Member] \| Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair value of the underlying instrument		$ 5.87
Risk-free interest rate		0.57%
Expected term (in years)		8 years 1 month 6 days
Expected volatility		73.80%
Black-Scholes Option Pricing Model [Member] \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair value of the underlying instrument		$ 6.47
Risk-free interest rate		0.75%
Expected term (in years)		8 years 10 months 24 days
Expected volatility		79.20%

Property and equipment, net - Schedule of Property Plant and Equipment (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Laboratory equipment	$ 0	$ 955,000
Less accumulated depreciation	0	661,000
Property and equipment, net	0	294,000
Laboratory Equipment
Property Plant And Equipment [Line Items]
Laboratory equipment	0	808,000
Computer Equipment
Property Plant And Equipment [Line Items]
Laboratory equipment	0	29,000
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Laboratory equipment	0	53,000
Leasehold Improvements [Member]
Property Plant And Equipment [Line Items]
Laboratory equipment	$ 0	$ 65,000

Property and equipment, net - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Depreciation expense	$ 200	$ 300
Gain on sale of property and equipment	300
Research and development expense	48,717	28,170
General and administrative expense	20,285	$ 5,870
Research And Development Expense [Member]
Property Plant And Equipment [Line Items]
Research and development expense	200
General And Administrative Expense [Member]
Property Plant And Equipment [Line Items]
General and administrative expense	$ 100

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accrued Expenses And Other Current Liabilities [Abstract]
Accrued external research and development	$ 4,031	$ 3,136
Accrued payroll and benefits	2,603	1,500
Accrued professional fees	233	691
Accrued interest	17	437
Accrued other		46
Accrued expenses and other current liabilities	$ 6,884	$ 5,810

Corporate Restructuring - Additional information (Details)	1 Months Ended	12 Months Ended
	Oct. 31, 2021 USD ($) Positions	Dec. 31, 2021 USD ($)
Restructuring Cost And Reserve [Line Items]
Percentage of workforce	26.00%
Reduction of the Company's workforce positions \| Positions	11
Severance cost	$ 1,400,000	$ 0.5
Restructuring costs		1,400,000
Unpaid severance costs		0.9
Research and Development
Restructuring Cost And Reserve [Line Items]
Restructuring costs		0.9
General and Administrative
Restructuring Cost And Reserve [Line Items]
Restructuring costs		$ 500,000

Term Loan - Additional Information (Details) $ / shares in Units, $ in Millions			1 Months Ended	12 Months Ended
	Feb. 28, 2022	Apr. 30, 2020	Feb. 28, 2019 USD ($) Tranche $ / shares shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Apr. 30, 2019 USD ($)
Line Of Credit Facility [Line Items]
Warrants exercise price \| $ / shares			$ 5.46
Term Loan
Line Of Credit Facility [Line Items]
Interest expense				$ 0.5	$ 0.5
Term Loan \| SVB Loan Agreement [Member]
Line Of Credit Facility [Line Items]
Loan and security agreement, date	Jul. 31, 2022			Feb. 28, 2019
Number of tranches \| Tranche			2
Floating interest rate				1.75%
Prepayment charge, percentage			0.50%
Additional interest rate of past due amount outstanding			5.00%
Term Loan \| SVB Loan Agreement [Member] \| Prime Rate [Member]
Line Of Credit Facility [Line Items]
Floating interest rate			1.50%
Term Loan \| SVB Loan Agreement [Member] \| Minimum [Member]
Line Of Credit Facility [Line Items]
Floating interest rate			3.75%
Series A Preferred Stock [Member]
Line Of Credit Facility [Line Items]
Warrants exercise price \| $ / shares				$ 5.46
Silicon Valley Bank [Member] \| Term Loan
Line Of Credit Facility [Line Items]
Term loan facility			$ 10.0
Term loan borrowed				$ 5.4	10.0
Silicon Valley Bank [Member] \| Term Loan \| Deferral Agreement [Member]
Line Of Credit Facility [Line Items]
Term loan maturity date		Jan. 31, 2023
Final end of term charge payable, percentage		4.00%
Final end of term charge accrued				$ 0.4	$ 0.2
Silicon Valley Bank [Member] \| Silicon Valley Bank Warrant Member \| Series A Preferred Stock [Member] \| Term Loan
Line Of Credit Facility [Line Items]
Warrants issued to purchase shares of preferred stock \| shares			15,257
Warrants exercise price \| $ / shares			$ 5.46
Tranche One [Member] \| Term Loan \| SVB Loan Agreement [Member]
Line Of Credit Facility [Line Items]
Term loan borrowed							$ 7.5
Tranche Two [Member] \| Term Loan \| SVB Loan Agreement [Member]
Line Of Credit Facility [Line Items]
Term loan borrowed						$ 2.5

Term Loan - Scheduled Principal Payments for Term Loan (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total principal		$ 14,000
Unamortized discounts		(2,311)
Carrying amount		11,689
Less current portion		$ (11,689)
Term Loan [Member]
Debt Instrument [Line Items]
2022	$ 5,000
2023	417
Total principal	5,417
Unamortized discounts	(13)
Carrying amount	5,404
Less current portion	(5,000)
Long-term portion	$ 404

- Definition

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

+ References + Details

Convertible Promissory Notes - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Aug. 31, 2020
Convertible Promissory Notes [Line Items]
Convertible notes	$ 0	$ 11,689	$ 14,000
Accrued simple interest			8.00%
Other Expenses	700
Interest expense	$ 1,700	$ 6,300
Series B Preferred Stock [Member]
Convertible Promissory Notes [Line Items]
Conversion of Old Gemini common stock for common stock	2,341,316
Accrued simple interest	$ 6.1986

Convertible Promissory Notes - Schedule of Carrying Value of Notes (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Debt Disclosure [Abstract]
Principal amount	$ 14,000
Unamortized discounts	(2,311)
Carrying amount	11,689
Less current portion	11,689
Long-term portion	$ 0

- Definition

+ References + Details

Stockholders' Equity (Deficit) - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Feb. 05, 2021	Dec. 31, 2020
Stockholders Equity Note [Abstract]
Preferred stock, shares authorized	10,000,000	10,000,000	10,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common stock, shares authorized	250,000,000		250,000,000
Common stock, par value (in Dollars per share)	$ 0.0001		$ 0.0001
Dividends declared	$ 0

Equity incentive plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Feb. 12, 2021	Feb. 03, 2021	Dec. 31, 2021	Dec. 31, 2020	Jan. 01, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation outstanding shares			5,069,159	2,316,899
Share-based Payment Arrangement, Expense			$ 7,787	$ 983
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value			$ 900	$ 1,900
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value			$ 8.13	$ 4.40
Granted			$ 3.56
Aggregate fair value of restricted stock			$ 1,700	$ 600
Allocated Share Based Compensation Expense			7,787	983
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount			$ 24,700
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition			3 years
Options vested and exercisable at December 31, 2021			$ 3.88
Restricted Stock Units (RSUs) [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based Payment Arrangement, Expense			$ 38	30
Aggregate fair value of restricted stock			31	400
Allocated Share Based Compensation Expense			$ 38	$ 30
2017 Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expiration period of incentive plan			10 years
Vesting period			4 years
2017 Plan [Member] \| Share-based Payment Arrangement, Tranche One
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting percentage			25.00%
2017 Plan [Member] \| Share-based Payment Arrangement, Tranche Two
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period			3 years
2017 Plan [Member] \| Person Possessing Less than 10% of Voting Power [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum percent of fair market value of common stock			100.00%
2017 Plan [Member] \| Person Possessing More than 10% of Voting Power [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum percent of fair market value of common stock			110.00%
Expiration period of incentive plan			5 years
2017 Plan [Member] \| Option [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation outstanding shares			10,567,508
2017 Plan [Member] \| Restricted Stock Units (RSUs) [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation outstanding shares			163,157
2015 Plan [Member] \| Option [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation outstanding shares			2,303,309
2015 Plan [Member] \| Restricted Stock Units (RSUs) [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation outstanding shares			35,561
2021 Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum percent of fair market value of common stock		100.00%
Common stock, number of shares reserved		4,264,341
Number of shares available for issuance			229,804
Common Stock Capital Shares Reserved For Future Issuance		4,264,341
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum			4.00%
2021 Inducement Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expiration period of incentive plan	10 years
Number of shares available for issuance			766,949
2021 Employee Stock Purchase Plan Member
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, number of shares reserved			430,551
Common Stock Capital Shares Reserved For Future Issuance			430,551
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum			1.00%
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease)			430,551
Subsequent Event [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available for issuance					1,728,326

Equity incentive plans - Schedule of stock options granted to employees and non-employees (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility	79.00%	79.00%
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk-free interest rate	0.60%	0.40%
Expected term (in years)	5 years 3 months 18 days	5 years 6 months
Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk-free interest rate	1.40%	0.70%
Expected term (in years)	6 years 1 month 6 days	6 years 1 month 6 days

Equity incentive plans - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Outstanding at December 31, 2020	2,316,899
Granted	5,057,146
Exercised	208,890
Forfeited and expired	2,095,996
Outstanding at December 31, 2021	5,069,159	2,316,899
Options vested and expected to vest at December 31, 2021	5,069,159
Options vested and exercisable at December 31, 2021	750,918
Outstanding at December 31, 2020	$ 9.52	$ 4.00
Granted	11.99
Exercised	1.48
Forfeited and expired	10.20
Outstanding at December 31, 2021	9.52	$ 4.00
Options vested and expected to vest at December 31, 2021	9.52
Options vested and exercisable at December 31, 2021	$ 3.88
Outstanding at December 31, 2021	8 years 10 months 24 days
Options vested and expected to vest at December 31, 2021	8 years 10 months 24 days
Options vested and exercisable at December 31, 2021	7 years 8 months 12 days
Outstanding at December 31, 2021	$ 734
Options vested and expected to vest at December 31, 2021	734
Options vested and exercisable at December 31, 2021	$ 468

Equity incentive plans - Schedule of Restricted Stock Unit Activity (Details)	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested at December 31, 2020 \| shares	35,568
Granted \| shares	1,333,762
Forfeited \| shares	85,680
Vested \| shares	35,568
Unvested at December 31, 2021 \| shares	1,248,082
Unvested at December 31, 2020 \| $ / shares	$ 1.00
Granted \| $ / shares	3.56
Vested \| $ / shares	3.55
Forfeited \| $ / shares	1.00
Unvested at December 31, 2021 \| $ / shares	$ 3.56

Equity Incentive Plans - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based Payment Arrangement, Expense	$ 7,787	$ 983
Research and Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based Payment Arrangement, Expense	2,575	306
General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Share-based Payment Arrangement, Expense	$ 5,212	$ 677

Income Taxes - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Valuation allowance, deferred tax asset, increase	$ 20.8	$ 9.9
Annual taxable income	80.00%
Minimum [Member]
Operating Loss Carryforwards [Line Items]
Percentage of change in ownership	50.00%
Research
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards expiration year	2041
Federal
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 7.6
Operating loss carryforwards expiration year	2037
Operating Loss Carryforwards, Not Subject to Expiration	$ 156.5
Federal \| Research
Operating Loss Carryforwards [Line Items]
Tax credit carryforward amount	5.0
State
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	143.1
Operating Loss Carryforwards, Not Subject to Expiration	1.0
State \| Research
Operating Loss Carryforwards [Line Items]
Tax credit carryforward amount	$ 1.2

Income Taxes - Schedule of Reconciliation of the Statutory Federal Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract]
U.S. federal statutory income tax rate	21.00%	21.00%
State and local taxes, net of federal benefit	4.80%	5.40%
Research and development credits	2.90%	3.00%
Other	0.30%	0.30%
Change in valuation allowance	(29.00%)	(29.70%)
Effective income tax rate	0.00%	0.00%

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss carryforwards	$ 43,542	$ 27,469
Research and development credits	5,938	3,866
Other temporary differences	2,772	681
Gross deferred tax assets	52,252	32,016
Deferred tax liabilities:
Depreciation	0	0
Stock-based compensation	0	0
Debt discount	0	609
Gross deferred tax liabilities	0	(609)
Net deferred tax assets	52,252	31,407
Valuation allowance	52,252	31,407
Net deferred tax assets	$ 0	$ 0

Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net loss	$ (71,869)	$ (40,837)
Weighted average common shares outstanding, basic and diluted	40,362,303	15,115,129
Net loss per share, basic and diluted	$ (1.78)	$ (2.70)

- Definition

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

+ References

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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stock holders (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	6,317,241	2,367,724
Unvested Restricted Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	1,248,082	35,568
Common Stock Options Outstanding [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	5,069,159	2,316,899
Warrants to Purchase Shares of Series A Preferred Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities		15,257

Commitments and Contingencies (Details) - USD ($)	1 Months Ended					12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Jun. 30, 2019	Mar. 31, 2019	Oct. 31, 2018	Jun. 30, 2018	Apr. 30, 2017	Dec. 31, 2021	Dec. 31, 2020
Commitments And Contingencies Details [Line Items]
Security Deposit						$ 200,000
Rent Expense						$ 1,000,000.0	$ 1,000,000.0
2017 License Agreement [Member]
Commitments And Contingencies Details [Line Items]
One-time, non-refundable upfront payment					$ 100,000
2017 License Agreement [Member] \| Maximum [Member]
Commitments And Contingencies Details [Line Items]
Additional consideration upon achievement of certain development and commercial milestones					$ 29,000,000.0
Royalty payments percentage of net product sales if commercialization achieved					2.50%
2017 License Agreement [Member] \| Minimum [Member]
Commitments And Contingencies Details [Line Items]
Royalty payments percentage of net product sales if commercialization achieved					1.25%
2018 License Agreement [Member]
Commitments And Contingencies Details [Line Items]
Payment of one-time, non-refundable, non-creditable initial license fee				$ 100,000
Annual non-refundable, non-creditable development fee payment				100,000
Additional consideration of contingent upon future commercialization				$ 300,000
2019 License Agreement [Member]
Commitments And Contingencies Details [Line Items]
Payment of one-time, non-refundable, non-creditable initial license fee		$ 100,000
Annual non-refundable, non-creditable development fee payment		100,000
Additional consideration of contingent upon future commercialization		$ 400,000
2018 Master License Agreement [Member]
Commitments And Contingencies Details [Line Items]
Royalty payments percentage of net product sales if commercialization achieved			1.25%
Payment for upfront license fee			$ 200,000
Payment for annual license fee			100,000
Additional consideration upon achievement of certain development milestones			700,000
Additional consideration upon achievement of certain commercial milestones			2,200,000
Additional consideration upon achievement of certain sales milestones			$ 7,000,000.0
2019 Sale Agreement [Member]
Commitments And Contingencies Details [Line Items]
Contingent annual fee upon commercialization percentage of net sales	1.00%
Contingent annual fee upon commercialization description						(1% of net sales, or $0.1 million, whichever is greater)
Contingent annual fee upon commercialization amount of net sales	$ 100,000
2019 Sale Agreement [Member] \| Maximum [Member]
Commitments And Contingencies Details [Line Items]
One-time milestone payments	$ 1.3
2019 Sale Agreement [Member] \| Minimum [Member]
Commitments And Contingencies Details [Line Items]
Condition upon certain milestone payments waived of percentage	50.00%

Benefit Plans - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jan. 01, 2019
Defined Benefit Plan Disclosure [Line Items]
Contribution equals, percentage			50.00%
Contribution rate per participant's salary			6.00%
Employer contribution to plan	$ 0.2	$ 0.1

- Definition

Amount of contribution received by defined benefit plan from employer which increases plan assets.

+ References + Details

Related Party Transactions - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Costs incurred for professional services related to accounting, finance and other administrative functions	$ 600,000
Due from related party		$ 0.7
Accounts Payable And Accrued Liabilities [Member]
Related Party Transaction [Line Items]
Due from related party	0	300,000
General and Administrative
Related Party Transaction [Line Items]
Costs incurred for professional services related to accounting, finance and other administrative functions	500,000	44,000
Reduction To Additional Paid In Capital [Member]
Related Party Transaction [Line Items]
Costs incurred for professional services related to accounting, finance and other administrative functions	$ 100,000
Capitalized Deferred Offering Cost [Member]
Related Party Transaction [Line Items]
Due from related party		$ 700,000

- Definition

Receivables to be collected from (obligations owed to) related parties, net as of the balance sheet date where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

+ Details

Subsequent Events - Additional Information (Details)		1 Months Ended	12 Months Ended
Subsequent Events - Additional Information (Details)	Feb. 28, 2022 USD ($) Positions	Oct. 31, 2021 USD ($) Positions	Dec. 31, 2021 USD ($)
Subsequent Event [Line Items]
Reduction of the Company's workforce positions \| Positions		11
Severance cost		$ 1,400,000	$ 0.5
Subsequent Event [Member]
Subsequent Event [Line Items]
Reduction of the Company's workforce positions \| Positions	24
Reduction of the Company's workforce positions, Percent	80.00%
Subsequent Event [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Severance cost	$ 1,600,000
Subsequent Event [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Severance cost	$ 1,900,000