0000950170-22-024195 | 10-Q | XBRL Viewer | Gemini Therapeutics INC DE

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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Nov. 04, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Trading Symbol	GMTX
Entity Registrant Name	Gemini Therapeutics, Inc. /DE
Entity Central Index Key	0001816736
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		43,328,315
Entity File Number	001-39438
Entity Tax Identification Number	85-1612845
Entity Address, Address Line One	297 Boston Post Road #248
Entity Address, City or Town	Wayland
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01778
City Area Code	617
Local Phone Number	401-4400
Entity Incorporation, State or Country Code	DE
Title of 12(b) Security	Common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Document Quarterly Report	true
Document Transition Report	false

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 101,737	$ 136,627
Restricted cash, current	0	223
Prepaid expenses and other current assets	2,927	3,250
Total current assets	104,664	140,100
Restricted cash, non current	0	100
Other assets	1,367	237
Total assets	106,031	140,437
Current liabilities:
Accounts payable	1,139	2,950
Accrued expenses and other current liabilities	325	6,884
Term loan, current portion	0	5,000
Total current liabilities	1,464	14,834
Other liabilities	0	358
Term loan, net of current portion and discount	0	404
Total liabilities	1,464	15,596
Stockholders' equity (deficit):
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of September 30, 2022 and December 31, 2021	0	0
Common stock, $0.0001 par value; 250,000,000 shares authorized; 43,299,453 and 43,208,159 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	4	4
Additional paid-in capital	314,851	309,527
Accumulated deficit	(210,288)	(184,690)
Total stockholders' equity	104,567	124,841
Total liabilities and stockholders' equity	$ 106,031	$ 140,437

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
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	43,299,453	43,208,159
Common stock, shares outstanding	43,299,453	43,208,159

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating expenses:
Research and development	$ 438	$ 13,455	$ 12,822	$ 36,083
General and administrative	3,299	4,995	13,326	15,177
Total operating expenses	3,737	18,450	26,148	51,260
Loss from operations	(3,737)	(18,450)	(26,148)	(51,260)
Other income (expense):
Interest expense	(41)	(104)	(155)	(2,073)
Interest income	499	5	657	11
Loss on conversion of convertible notes	0	0	0	(711)
Other expense	0	(2)	0	(13)
Other income	2	0	48	0
Net loss and comprehensive loss	$ (3,277)	$ (18,551)	$ (25,598)	$ (54,046)
Net loss per share, basic	$ (0.08)	$ (0.43)	$ (0.59)	$ (1.37)
Net loss per share, diluted	$ (0.08)	$ (0.43)	$ (0.59)	$ (1.37)
Weighted average common shares outstanding, basic	43,264,616	43,091,822	43,236,171	39,427,476
Weighted average common shares outstanding, diluted	43,264,616	43,091,822	43,236,171	39,427,476

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	As Previously Reported	Retroactive Application of the Recapitalization Due to the Business Combination	Common Stock [Member]	Common Stock [Member] Retroactive Application of the Recapitalization Due to the Business Combination	Additional Paid-in Capital	Additional Paid-in Capital As Previously Reported	Additional Paid-in Capital Retroactive Application of the Recapitalization Due to the Business Combination	Accumulated Deficit	Accumulated Deficit As Previously Reported	Old Gemini Common Stock [Member] As Previously Reported	Old Gemini Common Stock [Member] Retroactive Application of the Recapitalization Due to the Business Combination	Series A Convertible Preferred Stock As Previously Reported	Series A Convertible Preferred Stock Retroactive Application of the Recapitalization Due to the Business Combination	Series B Convertible Preferred Stock As Previously Reported	Series B Convertible Preferred Stock Retroactive Application of the Recapitalization Due to the Business Combination
Balance at Dec. 31, 2020	$ (21,861)	$ (102,310)	$ 80,449	$ 2	$ 2	$ 90,958	$ 10,504	$ 80,454	$ (112,821)	$ (112,821)	$ 7	$ (7)
Balance (in Shares) at Dec. 31, 2020													39,722,088	(39,722,088)	24,790,938	(24,790,938)
Balance at Dec. 31, 2020													$ 47,113	$ (47,113)	$ 33,336	$ (33,336)
Balance (in Shares) at Dec. 31, 2020				15,565,380	15,565,380						6,900,493	(6,900,493)
Issuance of common stock upon Business Combination, net of issuance costs (Note 2)	195,882			$ 2		195,880
Issuance of common stock upon Business Combination, net of issuance costs (in Shares)				25,041,150
Conversion of promissory notes (Note 2)	14,515					14,515
Conversion of promissory notes (in Shares)				2,341,316
Issuance of common stock upon exercise of warrants (Note 2)	76					76
Issuance of common stock upon exercise of warrants (in Shares)				15,257
Vesting of restricted common stock (in Shares)				35,561
Issuance of common stock upon exercise of stock options	4					4
Issuance of common stock upon exercise of stock options (in Shares)				3,480
Stock-based compensation expense	1,593					1,593
Net loss	(19,048)								(19,048)
Balance at Mar. 31, 2021	171,161			$ 4		303,026			(131,869)
Balance (in Shares) at Mar. 31, 2021				43,002,144
Balance at Dec. 31, 2020	(21,861)	$ (102,310)	$ 80,449	$ 2	$ 2	90,958	$ 10,504	$ 80,454	(112,821)	$ (112,821)	$ 7	$ (7)
Balance (in Shares) at Dec. 31, 2020													39,722,088	(39,722,088)	24,790,938	(24,790,938)
Balance at Dec. 31, 2020													$ 47,113	$ (47,113)	$ 33,336	$ (33,336)
Balance (in Shares) at Dec. 31, 2020				15,565,380	15,565,380						6,900,493	(6,900,493)
Net loss	(54,046)
Balance at Sep. 30, 2021	140,861			$ 4		307,724			(166,867)
Balance (in Shares) at Sep. 30, 2021				43,112,742
Balance at Mar. 31, 2021	171,161			$ 4		303,026			(131,869)
Balance (in Shares) at Mar. 31, 2021				43,002,144
Issuance of common stock upon exercise of stock options	106					106
Issuance of common stock upon exercise of stock options (in Shares)				52,968
Stock-based compensation expense	2,862					2,862
Net loss	(16,447)								(16,447)
Balance at Jun. 30, 2021	157,682			$ 4		305,994			(148,316)
Balance (in Shares) at Jun. 30, 2021				43,055,112
Issuance of common stock upon exercise of stock options	71					71
Issuance of common stock upon exercise of stock options (in Shares)				57,630
Stock-based compensation expense	1,659					1,659
Net loss	(18,551)								(18,551)
Balance at Sep. 30, 2021	140,861			$ 4		307,724			(166,867)
Balance (in Shares) at Sep. 30, 2021				43,112,742
Balance at Dec. 31, 2021	124,841			$ 4		309,527			(184,690)
Balance (in Shares) at Dec. 31, 2021				43,208,159
Issuance of common stock upon exercise of stock options	25					25
Issuance of common stock upon exercise of stock options (in Shares)				19,000
Stock-based compensation expense	1,976					1,976
Net loss	(15,231)								(15,231)
Balance at Mar. 31, 2022	111,611			$ 4		311,528			(199,921)
Balance (in Shares) at Mar. 31, 2022				43,227,159
Balance at Dec. 31, 2021	124,841			$ 4		309,527			(184,690)
Balance (in Shares) at Dec. 31, 2021				43,208,159
Net loss	(25,598)
Balance at Sep. 30, 2022	104,567			$ 4		314,851			(210,288)
Balance (in Shares) at Sep. 30, 2022				43,299,453
Balance at Mar. 31, 2022	111,611			$ 4		311,528			(199,921)
Balance (in Shares) at Mar. 31, 2022				43,227,159
Issuance of common stock upon exercise of stock options	9					9
Issuance of common stock upon exercise of stock options (in Shares)				7,334
Proceeds from sale of stock under employee stock purchase plan	11					11
Proceeds from sale of stock under employee stock purchase plan (in Shares)				9,960
Stock-based compensation expense	2,356					2,356
Net loss	(7,090)								(7,090)
Balance at Jun. 30, 2022	106,897			$ 4		313,904			(207,011)
Balance (in Shares) at Jun. 30, 2022				43,244,453
Vesting of restricted common stock (in Shares)				50,000
Issuance of common stock upon exercise of stock options	6					6
Issuance of common stock upon exercise of stock options (in Shares)				5,000
Stock-based compensation expense	941					941
Net loss	(3,277)								(3,277)
Balance at Sep. 30, 2022	$ 104,567			$ 4		$ 314,851			$ (210,288)
Balance (in Shares) at Sep. 30, 2022				43,299,453

Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (25,598)	$ (54,046)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	0	185
Stock-based compensation expense	5,273	6,114
Non-cash interest expense	54	257
Loss on conversion of convertible notes	0	711
Accretion of discount on convertible notes	0	1,600
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	323	(4,098)
Deferred offering or transaction costs	(1,169)	1,341
Other assets	39	(232)
Accounts payable	(1,811)	(459)
Accrued expenses and other current liabilities	(6,958)	1,595
Net cash used in operating activities	(29,847)	(47,032)
Cash flows from investing activities:
Purchase of property and equipment	0	(61)
Net cash used in investing activities	0	(61)
Cash flows from financing activities:
Proceeds from Business Combination, net	0	195,882
Proceeds from exercise of stock options	40	110
Proceeds from sale of stock under employee stock purchase plan	11	0
Principal payments on term loan	(5,417)	(3,333)
Net cash provided by financing activities	(5,366)	192,659
Increase (decrease) in cash, cash equivalents and restricted cash	(35,213)	145,566
Cash, cash equivalents and restricted cash at beginning of period	136,950	4,826
Cash, cash equivalents and restricted cash at end of period	101,737	150,392
Supplemental disclosure
Cash paid for interest	118	248
Noncash financing activities
Proceeds from exercise of stock options included in other current assets	0	71
Conversion of convertible notes to Series B preferred stock	0	14,515
Exercise of warrants	0	76
Property and equipment purchases included in accounts payable and accrued expenses	$ 0	$ 9

Nature of the Business

9 Months Ended

Sep. 30, 2022

Nature Of Business [Abstract]

Nature of the Business

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.

In February 2022, the Company announced a corporate restructuring and that it initiated a process to evaluate strategic alternatives. After a comprehensive review of strategic alternatives, including identifying and reviewing potential candidates for a strategic transaction, on August 9, 2022, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Disc Merger Agreement”) with Disc Medicine, Inc., a Delaware corporation (“Disc”), and Gemstone Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Gem Merger Sub”), pursuant to which, subject to the satisfaction or waiver of the conditions therein, Gem Merger Sub will merge with and into Disc (the “Disc Merger”), with Disc continuing as the surviving company and a wholly-owned subsidiary of the Company. In connection with the Disc Merger, the Company will distribute to the pre-closing Gemini stockholders contingent value rights (“CVRs”), representing the contractual right to receive payments from the post-closing combined company upon receipt of certain proceeds derived from consideration paid as a result of the disposition of the Company’s pre-Disc Merger assets, net of certain permitted deductions for expenses. The Disc Merger was unanimously approved by the Company’s board of directors (the “Board”), and the Board resolved to recommend approval of the Disc Merger Agreement to the Company’s shareholders. The closing of the Disc Merger is subject to approval by the stockholders of the Company and Disc as well as other customary closing conditions, including the effectiveness of a registration statement filed on Form S-4 with the SEC in connection with the transaction. If the merger is completed, the business of Disc will continue as the business of the combined company. For additional information regarding such transaction, please refer to Note 2, Merger Agreement, to these condensed consolidated financial statements.

The Company’s future operations are highly dependent on the success of the Disc Merger and there can be no assurances that the Disc Merger will be successfully consummated. In the event that the Company does not complete the transaction with Disc, the Company may explore strategic alternatives, including, without limitation, another strategic transaction and/or pursue a dissolution and liquidation of the Company.

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 3, Business Combination, to these condensed consolidated financial statements.

In addition to risks related to the Company’s ability to consummate the Disc Merger, and until the consummation of the Disc Merger, 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 ongoing and evolving 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 $101.7 million of cash and cash equivalents as of September 30, 2022 will enable it to fund its planned operations for at least twelve months from the issuance date of these condensed 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. Furthermore, the operating plan could materially change depending on the outcome of our ongoing strategic alternative review process, including if the Disc Merger is not successfully consummated on a timely basis or at all. In the event that the Company does not complete the transaction with Disc, 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.

Macroeconomic Conditions

The Company is currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability, including in Europe, and record inflation. The Company's business, financial condition and results of operations could be materially and adversely affected by any negative impact on the global economy and capital markets resulting from these global economic conditions, particularly if such conditions are prolonged or worsen.

Economic uncertainty in various global markets, including the U.S. and Europe, caused by political instability and conflict and economic challenges caused by the ongoing COVID-19 pandemic, have led to market disruptions, including significant volatility in commodity prices, credit and capital market instability and supply chain interruptions, which have caused record inflation globally.

The Company has not incurred impairment losses in the carrying values of its assets as a result of these macroeconomic conditions and it is not aware of any specific related event or circumstance that would require it to revise its estimates reflected in these condensed consolidated financial statements. Although, to date, the Company's business has not been materially impacted by these global economic and geopolitical conditions, it is impossible to predict the extent to which the Company's operations will be impacted in the short and long term, or the ways in which such instability could impact the Company's business and results of operations. The extent and duration of these market disruptions, whether as a result of the military conflict between Russia and Ukraine, geopolitical tensions, record inflation or otherwise, are impossible to predict, but could be substantial. Furthermore, 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. Any such disruptions may also magnify the impact of other risks described in this report.

Merger Agreement

9 Months Ended

Sep. 30, 2022

Merger Agreement [Abstract]

Merger Agreement

2. Merger Agreement

On August 9, 2022, the Company entered into the Disc Merger Agreement with Disc and Gem Merger Sub, pursuant to which, subject to the satisfaction or waiver of the conditions therein, Gem Merger Sub will merge with and into Disc, with Disc continuing as the surviving company and a wholly-owned subsidiary of the Company. The Disc Merger was unanimously approved by the Board, and the Board resolved to recommend approval of the Disc Merger Agreement to the Company’s shareholders.

The transaction is expected to close in the fourth quarter of 2022. The closing of the Disc Merger is subject to approval by the stockholders of the Company and Disc as well as other customary closing conditions, including the effectiveness of a registration statement on Form S-4 filed with the SEC in connection with the transaction and Nasdaq’s approval of the listing of the shares of the Company’s common stock to be issued in connection with the transaction. If the Company is unable to satisfy certain closing conditions or if other mutual closing conditions are not satisfied, Disc will not be obligated to complete the Disc Merger. The Disc Merger Agreement contains certain termination rights of each of the Company and Disc. Under certain circumstances detailed in the Disc Merger Agreement, the Company could be required to pay Disc a termination fee of $3,000,000 or Disc could be required to pay the Company a termination fee of $7,800,000. In addition, in certain circumstances upon the termination of the Disc Merger Agreement, the Company could be required to pay the costs and expenses of Disc in an amount not to exceed $750,000, or Disc could be required to pay our costs and expenses in an amount not to exceed $750,000. If the merger is completed, the business of Disc will continue as the business of the combined company. During both the three and nine months ended September 30, 2022, the Company capitalized $1.2 million of deferred transaction costs associated with the proposed merger transaction with Disc, which was included in other assets in the Company’s condensed consolidated balance sheet as of September 30, 2022.

Subject to the terms and conditions of the Disc Merger Agreement, at the effective time of the Disc Merger (the "Effective Time"), each then outstanding share of Disc common stock (including shares of Disc common stock issued upon conversion of Disc preferred stock and shares of Disc common stock issued in the concurrent financing transaction) will be converted into the right to receive a number of shares of the Company’s common stock (subject to the payment of cash in lieu of fractional shares and after giving effect to a reverse stock split of the Company’s common stock) calculated in accordance with the Disc Merger Agreement (the “Exchange Ratio”). Further, at the Effective Time, each person who as of immediately prior to the Effective Time was a stockholder of record of the Company or had the right to receive the Company’s common stock will be entitled to receive a contractual CVR issued by the Company subject to and in accordance with the terms and conditions of a Contingent Value Rights Agreement between the Company, the holder’s representative and the rights agent (the “CVR Agreement”), representing the contractual right to receive payments from the post-closing combined company upon receipt of certain proceeds derived from consideration paid as a result of the disposition of the Company’s pre-Disc Merger assets, net of certain permitted deductions for expenses.

Concurrently with the execution and delivery of the Disc Merger Agreement, certain parties have entered into agreements with Disc pursuant to which they have agreed, subject to the terms and conditions of such agreements, to purchase prior to the consummation of the Disc Merger shares of Disc common stock for an aggregate purchase price of approximately $53.5 million. Shares of Disc common stock issued pursuant to this financing transaction will be converted into shares of the Company’s common stock in the Disc Merger in accordance with the Exchange Ratio.

The Company’s future operations are highly dependent on the success of the Disc Merger and there can be no assurances that the Disc Merger will be successfully consummated. In the event that the Company does not complete the transaction with Disc, the Company may explore other strategic alternatives, including, without limitation, another strategic transaction and/or pursue a dissolution and liquidation of the Company.

Business Combination

9 Months Ended

Sep. 30, 2022

Business Combinations [Abstract]

Business Combination

3. 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 immediately 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 condensed consolidated balance sheet as of September 30, 2022.

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

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

4. Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited condensed 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 unaudited condensed consolidated financial statements and notes hereto have been prepared in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting and, therefore, omit or condense certain footnotes and other information

normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”). 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 FASB.

In the opinion of management, all adjustments necessary for a fair statement of the financial information, which are of a normal and recurring nature, have been made for the interim periods reported. Results of operations for the three and nine months ended September 30, 2022 and 2021 are not necessarily indicative of the results for the entire fiscal year or any other period. The condensed consolidated financial information for the three and nine months ended September 30, 2022 and 2021 have been prepared on the same basis as and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 10, 2022.

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 3, Business Combination, to these condensed consolidated financial statements.

The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2022 are consistent with those discussed in Note 3 to the consolidated financial statements in the Company’s 2021 Annual Report on Form 10-K and are updated below as necessary.

CARES Act

The CARES Act provided refundable employee retention credits, which could be used to offset payroll tax liabilities. On March 11, 2021, President Biden signed the American Rescue Plan Act (“ARPA”). The ARPA includes several provisions, such as measures that extend and expand the employee retention credit, previously enacted under the CARES Act, through December 31, 2021.

Measures not related to income-based taxes within the CARES Act include (1) allowing an employer to pay its share of Social Security payroll taxes that would otherwise be due from the date of enactment through December 31, 2020 over the following two years and (2) allowing eligible employers subject to closure due to the COVID-19 pandemic to receive a 50% credit on qualified wages against their employment taxes each quarter, with any excess credits eligible for refunds.

As there is no authoritative guidance under GAAP for accounting for grants to for-profit business entities, the Company accounts for the grant by analogy to International Accounting Standards 20 – Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”). During the three months ended June 30, 2022, the Company recorded an employee retention credit of $1.0 million upon completion of an analysis providing reasonable assurance that it met the conditions set forth in the CARES Act and it was reasonably assured that it will receive the employee retention credit. The employee retention credit is recorded in research and development expenses and general and administrative expenses in the manner in which the qualified wages and related costs were classified. $0.7 million and $0.3 million have been recorded to reduce research and development and general and administrative expenses, respectively, in the accompanying condensed consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2022. During the three months ended September 30, 2022, the Company received $0.1 million of the employee retention credit. As of September 30, 2022, the employee retention credit receivable of $0.9 million is included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet.

Recently adopted 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 Company adopted ASU 2016-02 on January 1, 2022 using the modified retrospective approach. The Company elected 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 elected, by class of underlying asset, the short-term lease exception for leases with terms of twelve months or less. In doing so, the Company did not recognize a lease liability or right-of-use asset on its consolidated balance sheets for such short-term leases. Finally, the Company elected, by class of underlying asset, the practical expedient to not separate lease and non-lease components. The Company terminated its lease agreement on December 31, 2021 for its office and laboratory space. The

Company does not have any other leases within the scope of ASU 2016-02. Therefore, the adoption of ASU 2016-02 did not have an impact on the Company's condensed 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 Company adopted ASU 2019-12 on January 1, 2022. The adoption did not have a material effect on the Company’s condensed consolidated financial statements.

In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This standard increases the transparency of transactions with the government that are accounted for by applying a grant or contribution accounting model, and aims to reduce diversity that currently exists in the recognition, measurement, presentation, and disclosure of government assistance received by business entities due to the lack of specific authoritative guidance in GAAP. This standard requires an entity to provide information regarding the nature of the transaction with a government and the related accounting policy used to account for this transaction, the line item on the condensed consolidated balance sheet and condensed consolidated statement of operations and comprehensive loss that are affected by the transaction and the amounts applicable to each financial statement line item, and the significant terms and conditions of the transaction, including commitments and contingencies. The Company adopted ASU 2021-10 on January 1, 2022 using the prospective approach. The adoption did not have a material effect on the Company’s condensed consolidated financial statements.

Use of estimates

The preparation of the unaudited condensed consolidated 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.

Restricted cash

Restricted cash amounted to $0 and $0.3 million as of September 30, 2022 and December 31, 2021, which consisted of $0.1 million to collateralize the Company’s credit card and $0.2 million to collateralize its irrevocable standby letter of credit for its facility lease arrangement as of December 31, 2021. 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 condensed consolidated balance sheets to the Company’s condensed consolidated statements of cash flows is as follows (in thousands):


	September 30, 2022		December 31, 2021
Cash and cash equivalents	$	101,737	$	136,627
Restricted cash		-		323
Total cash, cash equivalents and restricted cash	$	101,737	$	136,950

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 at 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 condensed consolidated financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates.

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

5. 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:


September 30, 2022	Level 1		Level 2		Level 3		Total
Assets
Money market funds in cash and cash equivalents	$	100,737	$	-	$	-	$	100,737


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

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 September 30, 2022 and December 31, 2021, 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 three and nine months ended September 30, 2022.

- 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

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2022

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):


	September 30, 2022		December 31, 2021
Accrued payroll and benefits	$	179	$	2,603
Accrued professional fees		87		233
Accrued external research and development		59		4,031
Accrued interest		-		17
	$	325	$	6,884

Corporate restructuring

9 Months Ended

Sep. 30, 2022

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 during the year ended December 31, 2021 related to severance benefits for the affected employees.

In February 2022, the Company announced an additional restructuring plan to reduce the Company's operations to preserve financial resources, resulting in a reduction of the Company’s workforce by 24 positions, or approximately 80% of the Company’s then workforce, by the end of the second quarter of 2022. As a result, the Company incurred costs of $1.7 million during the three months ended March 31, 2022 related to severance benefits for the affected employees.

The severance benefits for both restructuring plans include 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 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 October 2021 restructuring plan was completed by the end of 2021. The February 2022 restructuring plan was completed by the end of the second quarter of 2022.

Of the $1.7 million in costs recognized related to the February 2022 restructuring plan, $1.0 million and $0.7 million have been charged to research and development and general and administrative expenses, respectively, in the accompanying condensed consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2022. During the nine months ended September 30, 2022, the Company paid $2.6 million in severance benefits to separating employees related to the restructuring plans, with $0.9 million related to the October 2021 restructuring plan and $1.7 million related to the February 2022 restructuring plan. As of September 30, 2022 and December 31, 2021, unpaid severance costs of $18 thousand and $0.9 million, respectively, are included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet for each period.

Term Loan

9 Months Ended

Sep. 30, 2022

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 (the “Term Loan”) with Silicon Valley Bank (“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. The Company repaid the Term Loan in whole in September 2022. As of September 30, 2022 and December 31, 2021, the Company had $0 and $5.4 million, respectively, in principal outstanding under the Term Loan.

The Term Loan was 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 accrued interest at a floating rate per annum equal to the greater of 3.75% or the prime rate minus 1.5% (4.0% as of September 15, 2022, the prepayment date). The Term Loan initially provided for monthly interest-only payments until July 2020. Thereafter, payments were payable in equal monthly installments of principal, plus all accrued and unpaid interest.

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 was 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 condensed consolidated financial statements related to this deferral.

The Company prepaid the Term Loan in whole in September 2022 upon 5 days’ prior written notice to SVB. The prepayment of the Term Loan was subject to a prepayment charge of 0.5% of the then outstanding principal balance. At the end of the loan term, the Company was also 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 had been accrued over the loan term as interest expense. The Company paid the end of term charge of $0.4 million in September 2022 upon prepayment of the Term Loan in whole. As of September 30, 2022 and December 31, 2021, the Company had a liability related to the end of term charge of $0 and $0.4 million, respectively, which has been classified within other long-term liabilities as of December 31, 2021.

Interest expense for the Term Loan was $41 thousand and $0.1 million for the three months ended September 30, 2022 and 2021, respectively, and $0.2 million and $0.4 million for the nine months ended September 30, 2022 and 2021, respectively.

Convertible Promissory Notes

9 Months Ended

Sep. 30, 2022

Convertible Promissory Notes [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 condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2021.

Interest expense for the Notes was $0 for each of the three months ended September 30, 2022 and 2021 and $0 and $1.7 million for the nine months ended September 30, 2022 and 2021, 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.

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+ Details

Stockholders' Equity

9 Months Ended

Sep. 30, 2022

Stockholders' Equity Note [Abstract]

Stockholders' Equity

10. Stockholders’ Equity

The condensed consolidated statement of stockholders’ equity has been retroactively adjusted for all periods presented to reflect the Business Combination and reverse recapitalization as defined in Note 3, Business Combination.

Preferred Stock

Upon closing of the Business Combination and pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation entered into on February 5, 2021 (the “Certificate of Incorporation”), 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 September 30, 2022.

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 terms of the Company's 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 3, 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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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: 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(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Equity Incentive Plan

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [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 unaudited condensed 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. 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. As of September 30, 2022, 3,442,163 shares remained available for future issuance under the 2021 Plan.

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 September 30, 2022, 1,159,408 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 recorded $0 and $22 thousand of stock-based compensation expense related to the 2021 ESPP during the three and nine months ended September 30, 2022, respectively. As of September 30, 2022, 420,591 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.

Stock-based compensation expense

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


	Three Months Ended September 30,					Nine Months Ended September 30,
	2022			2021		2022		2021
Research and development	$	(2	)	$	277	$	675	$	2,236
General and administrative		943			1,382		4,598		3,878
Total stock-based compensation expense	$	941		$	1,659	$	5,273	$	6,114

Net Loss Per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

12. Net loss per share

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):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Net loss attributable to common stockholders	$	(3,277	)	$	(18,551	)	$	(25,598	)	$	(54,046	)
Weighted average common shares outstanding, basic and diluted		43,264,616			43,091,822			43,236,171			39,427,476
Net loss per share attributable to common stockholders, basic and diluted	$	(0.08	)	$	(0.43	)	$	(0.59	)	$	(1.37	)

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 and common stock options outstanding, 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 September 30,
	2022		2021
Unvested restricted stock		569,084		-
Common stock options outstanding		3,301,028		4,988,293
		3,870,112		4,988,293

Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

13. 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.

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 condensed consolidated financial statements as of September 30, 2022 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 condensed consolidated financial statements as of September 30, 2022 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 was 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 condensed consolidated financial statements as of September 30, 2022 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 condensed consolidated financial statements as of September 30, 2022 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 condensed consolidated financial statements as of September 30, 2022 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 condensed consolidated financial statements as of September 30, 2022.

Legal proceedings

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. As of September 30, 2022, the Company was not a party to any material legal matters or claims.

Related Party Transactions

9 Months Ended

Sep. 30, 2022

Related Party Transactions

14. 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. There were no costs incurred under this arrangement for either of the three months ended September 30, 2022 and 2021. For the nine months ended September 30, 2022 and 2021, the costs incurred under this arrangement totaled $0 and $0.1 million, respectively, of which $0.1 million was recorded in stockholders’ equity as a reduction to additional paid-in capital as a result of the Business Combination and $10 thousand was recorded as general and administrative expense in the accompanying condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2021. There were no amounts owed under this arrangement as of September 30, 2022 and December 31, 2021. The executive of the Company associated with this firm resigned from the Company in February 2021.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of presentation

CARES Act

Recently Adopted Accounting Pronouncements

Recently adopted accounting pronouncements

Use of Estimates

Use of estimates

Restricted Cash

Restricted cash


	September 30, 2022		December 31, 2021
Cash and cash equivalents	$	101,737	$	136,627
Restricted cash		-		323
Total cash, cash equivalents and restricted cash	$	101,737	$	136,950

Emerging Growth Company Status

Emerging growth company status

Business Combination (Tables)

9 Months Ended

Sep. 30, 2022

Business Combinations [Abstract]

Summary of Net Proceeds from Business Combination

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 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)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Summary of Reconciliation of Cash and Cash Equivalents and Restricted Cash


	September 30, 2022		December 31, 2021
Cash and cash equivalents	$	101,737	$	136,627
Restricted cash		-		323
Total cash, cash equivalents and restricted cash	$	101,737	$	136,950

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

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


September 30, 2022	Level 1		Level 2		Level 3		Total
Assets
Money market funds in cash and cash equivalents	$	100,737	$	-	$	-	$	100,737


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

- 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

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

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):


	September 30, 2022		December 31, 2021
Accrued payroll and benefits	$	179	$	2,603
Accrued professional fees		87		233
Accrued external research and development		59		4,031
Accrued interest		-		17
	$	325	$	6,884

Equity Incentive Plan (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Stock-based Compensation Expense

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


	Three Months Ended September 30,					Nine Months Ended September 30,
	2022			2021		2022		2021
Research and development	$	(2	)	$	277	$	675	$	2,236
General and administrative		943			1,382		4,598		3,878
Total stock-based compensation expense	$	941		$	1,659	$	5,273	$	6,114

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2022

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):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Net loss attributable to common stockholders	$	(3,277	)	$	(18,551	)	$	(25,598	)	$	(54,046	)
Weighted average common shares outstanding, basic and diluted		43,264,616			43,091,822			43,236,171			39,427,476
Net loss per share attributable to common stockholders, basic and diluted	$	(0.08	)	$	(0.43	)	$	(0.59	)	$	(1.37	)

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

The Company excluded the


	As of September 30,
	2022		2021
Unvested restricted stock		569,084		-
Common stock options outstanding		3,301,028		4,988,293
		3,870,112		4,988,293

Nature of the Business (Details) - USD ($) $ in Thousands	Feb. 05, 2021	Sep. 30, 2022	Dec. 31, 2021
Nature Of Business [Line Items]
Cash and cash equivalents		$ 101,737	$ 136,627
PIPE Financing [Member]
Nature Of Business [Line Items]
Purchase price	$ 95,100
Net proceeds from issuance of private placement	$ 195,900

Merger Agreement (Details) - USD ($)		3 Months Ended	9 Months Ended	12 Months Ended
Merger Agreement (Details) - USD ($)	Aug. 09, 2022	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Deferred merger transaction costs		$ 1,200,000	$ 1,200,000
Merger agreement description	On August 9, 2022, the Company entered into the Disc Merger Agreement with Disc and Gem Merger Sub, pursuant to which, subject to the satisfaction or waiver of the conditions therein, Gem Merger Sub will merge with and into Disc, with Disc continuing as the surviving company and a wholly-owned subsidiary of the Company.
Disc Merger Agreement [Member]
Business Combination, Price of Acquisition, Expected			$ 53,500,000
Disc Merger Agreement [Member] \| Maximum [Member]
Termination related cost and expenses				$ 750,000
Forecast [Member]
Disc termination fee					$ 3,000,000
Forecast [Member] \| Disc Merger Agreement [Member]
Disc termination fee					$ 7,800,000

Business Combination (Details) $ in Millions	Feb. 05, 2021 USD ($) shares
Business Acquisition [Line Items]
Net Proceeds From Business Combination \| $	$ 195.9
Business combination, transaction costs \| $	$ 21.0
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	Feb. 05, 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		3 Months Ended
	Feb. 05, 2021	Mar. 31, 2021	Sep. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Business Combination and PIPE Financing shares	25,041,150
Common stock, shares outstanding	42,998,664		43,299,453	43,208,159
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	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) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Line Items]
Restricted cash, non-current	$ 0	$ 0	$ 323
Employee retention credit	100
Retention receivable	900	900
Research and Development [Member]
Cash and Cash Equivalents [Line Items]
Employee retention credit	700	700
General and Administrative [Member]
Cash and Cash Equivalents [Line Items]
Employee retention credit	300	300
CARES Act
Cash and Cash Equivalents [Line Items]
Employee retention credit	$ 1,000	$ 1,000
Standby Letters Of Credit
Cash and Cash Equivalents [Line Items]
Restricted cash, non-current			200
Credit Card [Member]
Cash and Cash Equivalents [Line Items]
Restricted cash, non-current			$ 100

Summary of Significant Accounting Policies - Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 101,737	$ 136,627
Restricted cash, non-current	0	323
Total cash, cash equivalents and restricted cash	$ 101,737	$ 136,950	$ 150,392	$ 4,826

Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Money Market Funds in Cash and Cash Equivalents [Member] - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	$ 100,737	$ 135,631
Level 1 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets	$ 100,737	$ 135,631

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accrued Expenses And Other Current Liabilities [Abstract]
Accrued payroll and benefits	$ 179	$ 2,603
Accrued professional fees	87	233
Accrued external research and development	59	4,031
Accrued interest	0	17
Accrued expenses and other current liabilities	$ 325	$ 6,884

Corporate restructuring (Additional Information) (Details) $ in Thousands		1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Feb. 28, 2022 Positions	Oct. 31, 2021 USD ($) Positions	Mar. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Restructuring Cost and Reserve [Line Items]
Percentage of Workforce	80.00%	26.00%
Reduction of the Company's workforce positions \| Positions	24	11
Severance cost		$ 1,400	$ 1,700
Restructuring Costs				$ 1,700
Unpaid severance costs				18	$ 900
Employee Severance [Member]
Restructuring Cost and Reserve [Line Items]
Severance cost				2,600
October 2021 [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Costs		$ 900
February 2022 [Member]
Restructuring Cost and Reserve [Line Items]
Severance cost				1,700
General and Administrative [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Costs				700
Research and Development [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Costs				$ 1,000

Term Loan (Details) - Term Loan [Member] $ / shares in Units, $ in Thousands			1 Months Ended	3 Months Ended		9 Months Ended
	Apr. 30, 2020	Feb. 28, 2019 USD ($) $ / shares shares	Feb. 28, 2019 USD ($) Tranche $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2019 USD ($)	Apr. 30, 2019 USD ($)
Line Of Credit Facility [Line Items]
Interest expense				$ 41	$ 100	$ 200	$ 400
SVB Loan Agreement [Member]
Line Of Credit Facility [Line Items]
Loan and security agreement, date						Feb. 28, 2019
Number of tranches \| Tranche			2
Term loan maturity date		Jul. 31, 2022
Floating interest rate						4.00%
Prepayment charge, percentage			0.50%
SVB Loan Agreement [Member] \| Prime Rate [Member]
Line Of Credit Facility [Line Items]
Floating interest rate			1.50%
SVB Loan Agreement [Member] \| Minimum [Member]
Line Of Credit Facility [Line Items]
Floating interest rate			3.75%
Silicon Valley Bank [Member]
Line Of Credit Facility [Line Items]
Term loan facility		$ 10,000	$ 10,000
Term loan borrowed				0		$ 0		$ 5,400
Payment of term charge						400
Silicon Valley Bank [Member] \| Deferral Agreement
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		$ 0		$ 400
Silicon Valley Bank [Member] \| Series A Preferred Stock [Member] \| Silicon Valley Bank Warrants [Member]
Line Of Credit Facility [Line Items]
Warrants issued to purchase shares of preferred stock \| shares		15,257	15,257
Warrants exercise price \| $ / shares		$ 5.46	$ 5.46
Tranche One [Member] \| SVB Loan Agreement [Member]
Line Of Credit Facility [Line Items]
Term loan borrowed										$ 7,500
Tranche Two [Member] \| SVB Loan Agreement [Member]
Line Of Credit Facility [Line Items]
Term loan borrowed									$ 2,500

Convertible Promissory Notes (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended		9 Months Ended
	Feb. 05, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Aug. 31, 2020
Convertible Promissory Notes [Line Items]
Convertible notes						$ 14.0
Accrued simple interest						8.00%
Other expense				$ 0.7
Interest expense		$ 0.0	$ 0.0	$ 0.0	$ 1.7
Series B Preferred Stock [Member]
Convertible Promissory Notes [Line Items]
Conversion of Old Gemini common stock for common stock	2,341,316
Preferred stock conversion price	$ 6.1986

Stockholders' Equity (Details) - USD ($)	9 Months Ended
Stockholders' Equity (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021	Feb. 05, 2021
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 outstanding	0
Preferred stock, shares issued	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 Plan (Details) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended
Equity Incentive Plan (Details) - USD ($) $ in Thousands	Feb. 12, 2021	Feb. 03, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jan. 01, 2022	Feb. 05, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available for issuance							1,728,326
Share-based Payment Arrangement, Expense			$ 941	$ 1,659	$ 5,273	$ 6,114
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
Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum					4.00%
Number of shares available for issuance			3,442,163		3,442,163
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			1,159,408		1,159,408
2021 Employee Stock Purchase Plan Member
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, number of shares reserved			420,591		420,591
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
Share-based Payment Arrangement, Expense			$ 0		$ 22

Equity Incentive Plan - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 941	$ 1,659	$ 5,273	$ 6,114
Research and Development [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	(2)	277	675	2,236
General and Administrative [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 943	$ 1,382	$ 4,598	$ 3,878

Net Loss Per Share (Details) - Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Net loss attributable to common stockholders	$ (3,277)	$ (7,090)	$ (15,231)	$ (18,551)	$ (16,447)	$ (19,048)	$ (25,598)	$ (54,046)
Weighted average common shares outstanding, basic	43,264,616			43,091,822			43,236,171	39,427,476
Weighted average common shares outstanding, diluted	43,264,616			43,091,822			43,236,171	39,427,476
Net loss per share, basic	$ (0.08)			$ (0.43)			$ (0.59)	$ (1.37)
Net loss per share, diluted	$ (0.08)			$ (0.43)			$ (0.59)	$ (1.37)

- Definition

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

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

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+ Details

Net Loss Per Share (Details) - Schedule of Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stock holders - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	3,870,112	4,988,293
Unvested Restricted Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	569,084
Common Stock Options Outstanding [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities	3,301,028	4,988,293

Commitments and Contingencies - Additional Information (Details) - USD ($)	1 Months Ended					9 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Oct. 31, 2018	Jun. 30, 2018	Apr. 30, 2017	Sep. 30, 2022
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 description						1% of net sales, or $0.1 million, whichever is greater
Contingent annual fee upon commercialization percentage of net sales	1.00%
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	$ 1,300,000
2019 Sale Agreement [Member] \| Minimum [Member]
Commitments and Contingencies (Details) [Line Items]
Condition upon certain milestone payments waived of percentage	50.00%

Related Party Transactions (Details) - USD ($)	3 Months Ended		9 Months Ended
Related Party Transactions (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Related Party Transactions Details [Line Items]
Costs incurred for professional services related to accounting, finance and other administrative functions	$ 0	$ 0	$ 0	$ 100,000
Accounts Payable [Member]
Related Party Transactions Details [Line Items]
Due from related party	$ 0		$ 0		$ 0
General and Administrative [Member]
Related Party Transactions Details [Line Items]
Costs incurred for professional services related to accounting, finance and other administrative functions				10,000
Reduction to Additional Paid-in Capital [Member]
Related Party Transactions Details [Line Items]
Costs incurred for professional services related to accounting, finance and other administrative functions				$ 100,000

- 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.

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+ Details