0001193125-21-244745 | 10-Q | XBRL Viewer

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Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2021	Aug. 10, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity File Number	001-35890
Entity Registrant Name	Tempest Therapeutics, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-1472564
Entity Address, Address Line One	7000 Shoreline Court
Entity Address, Address Line Two	Suite 275
Entity Address, City or Town	South San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94080
City Area Code	415
Local Phone Number	798-8589
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	TPST
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		6,703,242
Entity Central Index Key	0001544227
Amendment Flag	false

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 68,413	$ 18,820
Restricted cash	45	0
Prepaid expenses and other current assets	2,036	1,005
Total current assets	70,494	19,825
Property and equipment — net	1,218	1,110
Operating lease right-of-use assets	3,673	1,877
Other noncurrent assets	112	51
Total assets	75,497	22,863
Current liabilities:
Accounts payable	6,695	1,071
Accrued expenses	948	665
Current operating lease liabilities	1,484	712
Accrued compensation	540	695
Interest payable	89	0
Early option exercise liability	38	79
Total current liabilities	9,794	3,222
Loan payable (net of issuance costs of $85)	14,915	0
Operating lease liabilities	2,674	1,727
Total liabilities	27,383	4,949
Commitments and contingencies (Note 8)
Convertible preferred stock, $0.001 par value; 135,936,731 shares authorized at June 30, 2021 and December 31, 2020; nil and 114,686,731 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively; liquidation preference of $0 and $100,186,732 at June 30, 2021 and December 31, 2020, respectively	0	86,707
Stockholders' equity (deficit):
Common stock, $0.001 par value; 196,000,000 shares authorized at June 30, 2021 and December 31, 2020; 6,637,081 and 527,265 shares issued and outstanding, 8,767 and 29,041 subject to repurchase at June 30, 2021 and December 31, 2020, respectively	7	15
Additional paid-in capital	132,281	2,953
Accumulated deficit	(84,174)	(71,761)
Total stockholders' equity (deficit)	48,114	(68,793)
Total liabilities, convertible preferred stock and stockholders' equity (deficit)	$ 75,497	$ 22,863

Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Temporary equity, shares authorized (in shares)		135,936,731
Temporary equity, shares outstanding (in shares)		114,686,731
Temporary equity, liquidation preference		$ 100,187,000
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	100,000,000	196,000,000
Common stock, shares issued (in shares)	6,637,081	527,265
Common stock, shares outstanding (in shares)	6,637,081	527,265
Debt issuance costs, net	$ 85
Common stock shares subject to repurchase shares	8,767	29,041
Convertible Preferred Stock
Temporary equity, par value (in usd per share)	$ 0.001	$ 0.001
Temporary equity, shares authorized (in shares)	5,000,000	135,936,731
Temporary equity, shares issued (in shares)	0	114,686,731
Temporary equity, shares outstanding (in shares)	0	114,686,731
Temporary equity, liquidation preference	$ 0	$ 100,186,732

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Operating expenses:
Research and development	$ 4,229	$ 4,094	$ 7,821	$ 7,121
General and administrative	2,556	1,144	4,091	2,420
Loss from operations	6,785	5,238	11,912	9,541
Other income (expense):
Interest expense	(276)	0	(507)	0
Interest income and other income (expense), net	3	9	6	84
Net loss	$ (7,058)	$ (5,229)	$ (12,413)	$ (9,457)
Net loss per share of common stock, basic and diluted (in USD per share)	$ (7.63)	$ (11.42)	$ (17.30)	$ (21.28)
Weighted-average shares of common stock outstanding, basic and diluted (in shares)	925,432	457,998	717,618	444,466

Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Total	Series A Convertible Preferred Stock	Series B Convertible Preferred Stock	Series B1 Convertible Preferred Stock	Common Stock	Additional Paid-in Capital	Deficit Accumulated
Balance at beginning (in shares) at Dec. 31, 2019		17,000,000	25,186,738	28,749,997	410,429
Balance at beginning at Dec. 31, 2019	$ (50,365)	$ 16,982	$ 12,235	$ 22,755		$ 2,188	$ (52,553)
Stockholder's equity
Exercise of stock options (in shares)					6,132
Exercise of stock options	27					27
Share-based compensation	230					230
Vesting of early exercised stock options (in shares)					60,406
Vesting of early exercised stock options	200					200
Issuance of preferred stock for cash—net of issuance costs				$ 34,735
Issuance of preferred stock for cash—net of issuance costs (in shares)				43,749,996
Reverse recapitalization of Millendo				$ 34,735
Reverse recapitalization of Millendo, (in shares)				43,749,996
Net loss	(9,457)						(9,457)
Balance at end (in shares) at Jun. 30, 2020		17,000,000	25,186,738	72,499,993	476,967
Balance at end at Jun. 30, 2020	(59,365)	$ 16,982	$ 12,235	$ 57,490	$ 0	2,645	(62,010)
Balance at beginning (in shares) at Mar. 31, 2020		17,000,000	25,186,738	72,499,993	440,292
Balance at beginning at Mar. 31, 2020	(54,466)	$ 16,982	$ 12,235	$ 57,490	$ 0	2,315	(56,781)
Stockholder's equity
Share-based compensation	227					227
Vesting of early exercised stock options (in shares)					36,675
Vesting of early exercised stock options	103				$ 0	103
Net loss	(5,229)						(5,229)
Balance at end (in shares) at Jun. 30, 2020		17,000,000	25,186,738	72,499,993	476,967
Balance at end at Jun. 30, 2020	(59,365)	$ 16,982	$ 12,235	$ 57,490	$ 0	2,645	(62,010)
Balance at beginning (in shares) at Dec. 31, 2020		17,000,000	25,186,738	72,499,993	498,224
Balance at beginning at Dec. 31, 2020	$ (68,793)	$ 16,982	$ 12,235	$ 57,490	$ 1	2,967	(71,761)
Stockholder's equity
Exercise of stock options (in shares)	10,654				10,654
Exercise of stock options	$ 49					49
Share-based compensation	531					531
Vesting of early exercised stock options (in shares)					20,229
Vesting of early exercised stock options	96					96
Reverse recapitalization transaction costs	(6,074)					(6,074)
Issuance of preferred stock for cash—net of issuance costs	18,001				$ 1	18,000
Issuance of preferred stock for cash—net of issuance costs (in shares)					1,269,446
Conversion of preferred stock to common stock	86,707	$ (16,982)	$ (12,235)	$ (57,490)	$ 4	86,703
Conversion of preferred stock to common stock, (in shares)		(17,000,000)	(25,186,738)	(72,499,993)	3,692,912
Issuance of common stock for cash (in shares)					1,136,849
Issuance of common stock for cash	30,010				$ 1	30,009
Reverse recapitalization of Millendo	18,001				$ 1	18,000
Reverse recapitalization of Millendo, (in shares)					1,269,446
Net loss	(12,413)						(12,413)
Balance at end (in shares) at Jun. 30, 2021		0	0	0	6,628,314
Balance at end at Jun. 30, 2021	48,114	$ 0	$ 0	$ 0	$ 7	132,281	(84,174)
Balance at beginning (in shares) at Mar. 31, 2021		17,000,000	25,186,738	72,499,993	514,508
Balance at beginning at Mar. 31, 2021	(73,951)	$ 16,982	$ 12,235	$ 57,490	$ 1	3,164	(77,116)
Stockholder's equity
Exercise of stock options (in shares)					6,285
Exercise of stock options	29					29
Share-based compensation	411					411
Vesting of early exercised stock options (in shares)					8,314
Vesting of early exercised stock options	39					39
Reverse recapitalization transaction costs	(6,074)					(6,074)
Conversion of preferred stock to common stock	86,707	$ (16,982)	$ (12,235)	$ (57,490)	$ 4	86,703
Conversion of preferred stock to common stock, (in shares)		(17,000,000)	(25,186,738)	(72,499,993)	3,692,912
Issuance of common stock for cash (in shares)					1,136,849
Issuance of common stock for cash	30,010				$ 1	30,009
Record pre-merger Millendo stockholders' equity and elimination of Millendo historical accumulated deficit	18,001				$ 1	18,000
Record pre-merger Millendo stockholders' equity and elimination of Millendo historical accumulated deficit, (in shares)					1,269,446
Net loss	(7,058)						(7,058)
Balance at end (in shares) at Jun. 30, 2021		0	0	0	6,628,314
Balance at end at Jun. 30, 2021	$ 48,114	$ 0	$ 0	$ 0	$ 7	$ 132,281	$ (84,174)

Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) $ in Thousands	6 Months Ended
	Jun. 30, 2020 USD ($)
Statement of Stockholders' Equity [Abstract]
Stock Issuance Costs	$ 265

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Operating activities:
Net loss	$ (12,413)	$ (9,457)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	165	174
Stock-based compensation expense	531	230
Noncash lease expense	274	264
Noncash related party interest income	(4)	(3)
Noncash interest and other expense	290
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	987	(176)
Accounts payable	5,445	(891)
Accrued expenses and other liabilities	(1,197)	(625)
Interest payable	89
Operating lease liabilities	(350)	363
Cash used in operating activities	(6,183)	(10,121)
Investing activities:
Purchase of property and equipment	(84)	(37)
Repayment of note receivable	0	44
Cash (used in) provided by investing activities	(84)	7
Financing activities:
Proceeds from issuance of preferred stock	0	35,000
Payment of preferred stock issuance costs	0	(469)
Proceeds from the issuance of common stock	30,010	0
Borrowings on loan payable	15,000
Payment of loan issuance costs	(93)
Cash acquired in connection with the reverse recapitalization	17,045
Payment of reverse recapitalization transaction costs	(6,074)
Proceeds from option exercises	17	27
Cash provided by financing activities	55,905	34,558
Net increase in cash and cash equivalents	49,638	24,444
Cash and cash equivalents and restricted cash at beginning of period	18,820	3,244
Cash and cash equivalents and restricted cash at end of period	68,458	27,688
Supplemental disclosure of cashflow information:
Cash paid for interest	383
Supplemental schedule of non-cash investing and financing activities:
Vesting of early exercise stock options	$ 95	$ 200

Organization and Description of The Business

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of The Business

1.	ORGANIZATION AND DESCRIPTION OF THE BUSINESS

Description of Business

—Tempest

Therapeutics, Inc. (“Tempest,” or the “Company”) is a clinical-stage oncology company focused on developing novel, orally available therapies for the treatment of solid tumors. Tempest has three programs currently in development, TPST-1495, TPST-1120 and a TREX-1 antagonist. TPST-1495 is a dual antagonist of the EP2 and EP4 prostaglandin E2 receptors, and to the Company’s knowledge, is the only such dual antagonist in clinical development. TPST-1495 is currently in a Phase 1 trial in solid tumors. Tempest’s second clinical program, TPST-1120, is a selective antagonist of peroxisome proliferator-activated receptor alpha (“PPARα”) and is also in a Phase 1 trial in solid tumors. Similar to TPST-1495, Tempest believes TPST-1120 is the only PPARα antagonist in clinical development. The Company also has a third program in preclinical studies that could be the first to target TREX-1, a cellular enzyme that regulates the innate immune response in tumors. Tempest is headquartered in South San

Francisco, California.

Merger with Millendo

—On March 29, 2021, TempestTx, Inc. (“Private Tempest”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Millendo Therapeutics, Inc. (“Millendo”).

Concurrent with the execution and delivery of the Merger Agreement, Private Tempest entered into funding agreements with certain investors named therein, pursuant to which the investors agreed to purchase, in the aggregate, $30.0 million of common stock of Private Tempest, convertible into securities of Millendo.

On June 25, 2021, Private Tempest completed the merger with Millendo in accordance with the Merger Agreement. Prior to the effective time of the merger, Millendo effected a

1-for-15

reverse stock split, and right after the merger, Millendo changed its name to Tempest Therapeutics, Inc. Under the terms of the Merger Agreement, immediately prior to the effective time of the merger, each share Private Tempest’s preferred stock was converted into a share of Private Tempest’s common stock. At closing of the merger, the Company issued an aggregate of approximately

5,365,899

shares of its common stock to Private Tempest stockholders, based on an exchange ratio of

0.0322

shares of the Company’s common stock for each share of Private Tempest common stock outstanding immediately prior to the merger, including those shares of common stock issued upon conversion of the Private Tempest preferred stock, resulting in approximately

6,635,345

shares of the Company’s common stock being issued and outstanding immediately following the effective time of the merger. The Company also assumed all of the outstanding and unexercised stock options and warrants to purchase shares of Private Tempest capital stock. The assumed options continue to be governed by the terms of the 2011 and 2017 Equity Incentive Plans (as discussed more in Note 12) under which the options were originally granted, with such options hence forth representing the right to purchase a number of shares of the Company’s common stock equal to 0.0322 multiplied by the number of share of Private Tempest common stock previously represented by such options.

he merger was accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, Private Tempest was be deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the expectation that, immediately following the merger: (i) Private Tempest stockholders would own a substantial majority of the voting rights; (ii) Private Tempest would designate a substantial majority of the initial members of the board of directors of the combined company; (iii) Private Tempest’s executive management team would become the management of the combined company; and (iv) the combined company would be named Tempest Therapeutics, Inc. Accordingly, for accounting purposes, the merger was treated as the equivalent of Tempest issuing stock to acquire the net assets of Millendo. As a result of the merger, the net assets of Millendo were recorded at their acquisition-date fair value in the financial statements of Private Tempest and the reported operating results prior to the merger will be those of Private Tempest. Historical per share figures of Private Tempest have been retroactively restated based on the exchange ratio of

0.0322

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

—The accompanying unaudited interim financial statements have been prepared in accordance with GAAP.

Unaudited Interim Financial Statements

—The Company has prepared the accompanying unaudited interim financial statements on the same basis as the audited financial statements, and the unaudited interim financial statements include, in the Company’s opinion, all adjustments, consisting only of normal recurring adjustments that the Company considers necessary for a fair presentation of its financial position and results of operations for these periods. The unaudited interim financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements.

Use of Estimates

—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to research and development accruals, recoverability of long-lived assets,

right-of-use

assets, lease obligations, fair value of common stock

stock-based

compensation and income taxes uncertainties and valuation allowances. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates.

Risks and Uncertainties –

The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations,

protection of proprietary technology, dependence on key personnel, reliance on single-source vendors, availability of raw materials, patentability of the Company’s products and processes and clinical efficacy and safety of the Company’s products under development, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical studies, clinical trials and regulatory approval, prior to commercialization. These efforts will require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company’s product candidates are still in development and, to date, none of the Company’s product candidates have been approved for sale and, therefore, the Company has not generated any revenue from product sales. 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 or maintained, 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 revenue from product sales. The Company operates in an environment of rapid technological change and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties.

Moreover, the current

COVID-19

(“coronavirus”) pandemic, which is impacting worldwide economic activity, poses risk that the Company or its employees, contractors, suppliers, and other partners may be prevented from conducting business activities for an indefinite period of time, including due to shutdowns that may be requested or mandated by governmental authorities. The extent to which the

COVID-19

pandemic will impact the Company’s business will depend on future developments that are highly uncertain and cannot be predicted at this time.

Cash and Cash Equivalents

—The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisitions to be cash equivalents. As of June 30, 2021 and December 31, 2020, the Company’s cash and cash equivalents consisted of bank deposits and a money market funds.

Property and Equipment

—Property and equipment is recorded at cost and depreciated over the estimated useful lives of the related assets using the straight-line method. Upon disposal of an asset, the related cost and accumulated depreciation are removed from the asset accounts and any resulting gain or loss is included in the statement of operations. Repair and maintenance costs are expensed as incurred, whereas major improvements are capitalized as additions to property and equipment. The estimated useful lives of the Company’s respective assets are as follows:


Computer equipment and software		3 years
Furniture and fixtures		7 years
Laboratory equipment		5 years
Leasehold improvements		Shorter of the useful life of the asset or the life of the lease

Impairment of Long-Lived Assets

—Long-lived assets are reviewed for impairment if events or circumstances indicate the carrying amount of these assets may not be recoverable. If this review indicates that these assets will not be recoverable, based on the forecasted undiscounted future operating cash flows expected to result from the use of long-lived assets and their eventual disposition, the Company’s carrying value of the long-lived assets is reduced to fair value based on a discounted future cash flow approach or quoted market values. For the six months ended June 30, 2021 and 2020, there were no events or circumstances which required an impairment test of long-lived assets.

Convertible Preferred Stock

—The Company records convertible preferred stock at fair value on the dates of issuance, net of issuance costs. The convertible preferred stock is recorded outside of stockholders’ deficit because the shares contain liquidation features that are not solely within the Company’s control. The Company has elected not to adjust the carrying values of the convertible preferred stock to the liquidation preferences of such shares because it is uncertain whether or when an event would occur that would obligate the Company to pay the liquidation preferences to holders of shares of convertible preferred stock. Subsequent adjustments to the carrying values to the liquidation preferences will be made only when it becomes probable that such a liquidation event will occur.

Comprehensive Loss

—Comprehensive loss includes net loss as well as other changes in stockholders’ deficit that results from transactions and economic events other than those with stockholders. There was no other comprehensive income or loss for the six months ended June 30, 2021 and 2020.

Research and Development Expenses and Accrued Research and Development

—Research and development expenses are charged to expense as incurred. Research and development expenses include certain payroll and personnel expenses, laboratory supplies, consulting costs, external contract research and development expenses.

In-licensing

fees and other costs to acquire technologies that are utilized in research and development, and that are not expected to have alternative future use, are expensed when incurred. Advance payments for goods or services for future research and development activities are deferred and expensed as the goods are delivered or the related services are performed.

The Company estimates preclinical studies and clinical trial expenses based on the services performed pursuant to contracts with research institutions and clinical research organizations that conduct and manage preclinical studies and clinical trials on the Company’s behalf. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. These estimates are based on communications with the

third-party

service providers, the Company’s estimates of accrued expenses and on information available at each balance sheet date. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. The estimates are trued up to reflect the best information available at the time of the financial statement issuance. Although the Company does not expect its estimates to be materially different from amounts actually incurred, the Company’s estimate of the status and timing of services performed relative to the actual status and timing of services performed may vary.

Patent Costs –

Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These patent-related legal costs are reported as a component of general and administrative expense.

General and Administrative Expense –

General and administrative costs are expensed as incurred and include employee-related expenses including salaries, benefits, travel and stock-based compensation for the Company’s personnel in executive, finance and accounting, and other administrative functions, as well as fees paid for legal, accounting and tax services, consulting fees and facilities costs not otherwise included in research and development expense. Legal costs include general corporate legal fees and patent costs.

Fair Value Measurements

—Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a

market-based

measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The carrying amounts of the Company’s financial instruments approximate fair value due to their

short-term

maturities.

Stock

-Based

Compensation Expense

—The Company accounts for

stock-based

compensation by measuring and recognizing compensation expense for all

share-based

payments made to employees, directors and

non-employees

based on estimated

grant-date

fair values. The Company uses the

straight-line

method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period.

The Company estimates the fair value of stock options to employees, directors and

non-employees

using the

Black-Scholes

option-valuation

model. The

Black-Scholes

model requires the input of subjective assumptions, including expected volatility, expected dividend yield, expected term,

risk-free

rate of return, and the estimated fair value of the underlying common stock on the date of grant. Due to the lack of company-specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The group of representative companies have characteristics similar to the Company, including stage of product development and focus on the life science industry. The Company uses the simplified method to calculate the expected term for options granted to employees as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting tranche for awards with graded vesting. The

mid-point

between the vesting date and the maximum contractual expiration date is used as the expected term under this method. For awards with multiple vesting-tranches, the times from grant until the

mid-points

for each of the tranches may be averaged to provide an overall expected term. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The Company uses an assumed dividend yield of zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock.

The Company accounts for forfeitures as they occur. The fair value of restricted stock awards granted to employees are valued as of the grant date using the estimated fair value of the Company’s common stock.

Net Loss per Share Attributable to Common Stockholders

—The Company follows the

two-class

method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The

two-class

method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The

two-class

method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

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

Income Taxes

—The Company accounts for income taxes using the asset and liability method. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of

assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

In evaluating the ability to recover its deferred income tax assets, the Company considers all available positive and negative evidence, including its operating results, ongoing tax planning and forecasts of future taxable income on a

jurisdiction-by-jurisdiction

basis. In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance that would reduce the provision for income taxes. Conversely, in the event that all or part of the net deferred tax assets are determined not to be realizable in the future, an adjustment to the valuation allowance would be charged to earnings in the period when such determination is made. As of June 30, 2021 and December 31, 2020, the Company has recorded a full valuation allowance on its deferred tax assets.

Tax benefits related to uncertain tax positions are recognized when it is more likely than not that a tax position will be sustained during an audit. Interest and penalties related to unrecognized tax benefits are included within the provision for income tax.

Recently Issued Accounting Pronouncements

—From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by the Company as of the specified effective date.

In August 2020, the FASB issued ASU

2020-06

, Debt-Debt With Conversions and Other Options (Subtopic

470-20)

and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40)

. The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Under the new ASU, convertible instruments will now more frequently accounted for as a single unit of account. That is, a conversion feature and the host instrument in which it is embedded now generally will be treated as a single unit of acc

unt unless the conversion feature requires bifurcation under Topic 815. The ASU is effective for fiscal years beginning after December 15, 2021 for public business entities, and for fiscal years beginning after December 15, 2023 for all other entities. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its financial statements and related disclosures.

Millendo Merger

6 Months Ended

Jun. 30, 2021

Business Combinations [Abstract]

Millendo Merger

3.	MILLENDO MERGER

As described in Note 1,

Private Tempest merged with the Company on June

2021

. The merger was accounted for as a reverse recapitalization with Private Tempest as the accounting acquirer. The primary

pre-combination

assets of Millendo were cash, cash equivalents and restricted cash. Under reverse recapitalization accounting, the assets and liabilities of Millendo were recorded at their fair value which approximated book value due to the short-term nature of the instruments.

goodwill or intangible assets were recognized. Consequently, the consolidated financial statements of Tempest reflect the operations of Millendo for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders of the legal acquirer and a recapitalization of the equity of the accounting acquirer.

As part of the reverse recapitalization, the Company obtained approximately $17.0 million of cash, cash equivalents and restricted cash. The Company also obtained prepaids and other assets of approximately $1.4 million and assumed payables and accruals of approximately $0.5 million. The Company also acquired operating lease

right-of-use

asset of $2.1 million and the related operating lease liability of $2.1 million.

All of the development programs and associated collaboration arrangements were terminated prior to the merger and were deemed to have no value at the transaction date and the Company is winding down the legacy Millendo operations.

In addition, the Company incurred approximately $0.2 million in share-based compensation expense as a result of the acceleration of vesting of stock options at the time of merger. This amount was recorded in general and administrative expense in the accompanying consolidated statements of operations for the three months and six months period ended June 30, 2021. The Company also incurred transaction costs of approximately $6.1 million and this amount is recorded in additional

paid-in

capital in the accompanying consolidated statements of convertible preferred stock and stockholders’ equity (deficit) for the three months and six months period ended June 30, 2021.

Fair Value Measurements

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

4.	FAIR VALUE MEASUREMENTS

The following tables present the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring basis (in thousands):


	June 30, 2021
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	68,413	$	—	$	—	$	68,413
Short-term restricted cash		45		—		—		45

Total assets	$	68,458	$	—	$	—	$	68,458

	December 31, 2020
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	18,820	$	—	$	—	$	18,820

Total assets	$	18,820	$	—	$	—	$	18,820

- 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

Transactions with Related Parties

6 Months Ended

Jun. 30, 2021

Transactions with Related Parties

5.	TRANSACTIONS WITH RELATED PARTIES (AMOUNTS IN THOUSANDS)

Inception Sciences Service Agreements

—

Inception Sciences, Inc. (Inception Sciences US) and Inception Sciences Canada, Inc. (Inception Sciences Canada) are subsidiaries of Versant Ventures, affiliates of which, together, are a holder of more than 5% of our capital stock. The Company has service agreements with Inception Sciences US, and Inception Sciences Canada whereby research and support services are provided to the Company. On June 30, 2020, the Company terminated these Inception Sciences service agreements. Total expenses under the service agreements consist of charges for services, equipment usage, lab supplies and other out of pocket expenses as incurred.

For the six months ended June 30, 2021 and 2020, the Company incurred nil

and $1,315, respectively, in expenses under the Inception Sciences service agreements.

Related Party Notes Receivable

—

On November 19, 2017, the Company loaned three employees a total of

$353

pursuant to promissory notes in order for such employees to early exercise certain stock options which had a total exercise cost of

$652.

Two employees paid

$298

which represents

50%

of the exercise cost and the other

50% totaling $298

was recorded as notes receivable. The other employee did not pay any portion of the exercise cost and

$55

was recorded as note receivable. The three notes receivable accrue interest at

2% per year and will mature on November 29, 2022.

The notes receivable vest over time until maturity in conjunction with the vesting of the early-exercised stock options.

In February 2020, one of the employees left the Company in May 2019 and repaid her note balance of

$44, of which $43

was the vested portion of the note receivable and

was accrued interest. On June 25, 2021, prior to the closing of the Merger Agreement, one of the employees’ note receivable plus accrued interest totaling

$278 was forgiven by the Company.

This amount was recognized as compensation included in general and administrative expense in the accompanying consolidated statements of operations for the three and six months period ended June 30, 2021. As of June 30, 2021 and December 31, 2020, the balance of the vested notes receivable and accrued interest was

$38 and $260, respectively.

Balance Sheet Items

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Items

6.	BALANCE SHEET ITEMS (AMOUNTS IN THOUSANDS)

Prepaid expenses and other current asset consist of the following as of June 30, 2021 and December 31, 2020:


	June 30, 2021		December 31, 2020
Prepaid expenses	$	439	$	245
Research tax credit		304		—
Prepaid research and development costs		569		441
Notes and interest receivable		38		260
Other current assets		686		59

	$	2,036	$	1,005

Property and equipment, net, consists of the following as of June 30, 2021 and December 31, 2020:


	June 30, 202 1			December 31, 2020
Computer equipment and software	$	96		$	85
Furniture and fixtures		142			135
Lab equipment		667			600
Leasehold improvements		934			746


Property and equipment		1,839			1,566

Less accumulated depreciation		(621	)		(456	)


Property and equipment—net	$	1,218		$	1,110

Depreciation expense for the three months and six months period ended June 30, 2021 were $86 and $165, respectively. Depreciation expense for the three months and six months period ended June 30, 2020 were $80 and $174, respectively.

Accrued liabilities as of June 30, 2021 and December 31, 2020 consist of the following:


	June 30, 2021		December 31, 2020
Accrued other liabilities	$	838	$	441
Accrued clinical trial liability		110		224


	$	948	$	665

Early Option Exercise Liability

6 Months Ended

Jun. 30, 2021

Disclosure Of Early Option Exercise Liability [Abstract]

Early Option Exercise Liability

7.	EARLY OPTION EXERCISE LIABILITY (AMOUNTS IN THOUSANDS)

The recorded amount of the early option exercise liability relates to restricted stock awards and stock options granted to certain employees and contractors that were early-exercised before they became vested. The early option exercise liability decreases as the restricted stock awards and stock options vest over time or if the Company decides to repurchase them, and the amount of decrease is recorded in common stock and additional

paid-in

capital. As of June 30, 2021 and December 31, 2020, the early option exercise liability was $38 and $79, respectively, which represents unvested shares of 8,767 and 29,041. The unvested shares purchased by the employees are not deemed, for accounting purposes, to be issued and outstanding.

Commitment and Contingencies

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8.	COMMITMENTS AND CONTINGENCIES (AMOUNTS IN THOUSANDS)

Facilities Lease Agreements

—In February 2019, the Company entered into a

5-year

office lease agreement for a 9,780 square feet facility in South San Francisco, California (“SSF Lease”). The remaining lease term of the SSF Lease is two years and eight months

as of June 30, 2021. The Company has no other leases as of June 30,2021 and December 31, 2020.

As a result of the merger with Millendo, the Company assumed Millendo’s noncancelable operating leases for office space which have remaining lease terms of approximately 3.0 years. In February 2019 and October 2018, Millendo entered into two noncancellable operating leases for office space in Ann Arbor, Michigan (“Ann Arbor Leases”) of which one that Millendo took possession of in April 2019 and the other that Millendo took possession of in July 2019, respectively. One of its leases in Ann Arbor, Michigan expires in June 2024 and the other expires in March 2024. There were no other leases assumed by the Company as of June 30,2021.

As of June 30, 2021 and December 31, 2020, the balance of the operating lease right of use assets on the SSF Lease were $1,603 and $1,877, respectively, and the related operating lease liability were $2,088 and $2,439, respectively, as shown in the accompanying consolidated balance sheets.

As of June 30, 2021, the balance of the operating lease right of use assets on the Ann Arbor Leases was $2,070 and the related operating lease liability was $2,070 as shown in the accompanying consolidated balance sheet.

Rent expense for the SSF Lease

322

and $

330

for the six months ended June 30, 2021 and 2020, respectively.

As of June 30, 2021, future minimum annual lease payments under the Company’s operating lease liabilities for the SSF Lease and Ann Arbor Leases were as follows:


Year Ending	Total Commitment
2021 (excluding the six months ended June 30, 2021)	$	786
2022		1,603
2023		1,647
2024		443
2025		—

Total minimum lease payments		4,479
Less: imputed interest		(321	)

Present value of operating lease obligations		4,158
Less: current portion		(1,484	)

Noncurrent operating lease obligations	$	2,674

Guarantees and Indemnifications

—In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of June 30, 2021 and December 31, 2020, the Company does not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities.

Legal

Proceedings

—

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

As a result of the merger with Millendo, the Company is party to various litigation matters given Millendo’s role as successor to OvaScience, Inc. (“OvaScience”). OvaScience merged with Millendo in 2018. Prior to the merger with Millendo, OvaScience was sued in three matters that are disclosed below.

On November 9, 2016, a purported shareholder derivative action was filed in Massachusetts State court (Cima v. Dipp) against certain former officers and directors of OvaScience and OvaScience alleging breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement and waste of corporate assets for purported actions related to OvaScience’s January 2015 follow-on public offering. No material proceedings have occurred since the case was filed; in April 2021, the Company filed a unilateral request to continue a stay of the case, which the court has not yet ruled on.

On March 24, 2017, a purported shareholder class action lawsuit was filed in Massachusetts Federal court (Dahhan v. OvaScience, Inc.) OvaScience and certain former officers of OvaScience alleging violations of Sections 10(b) and 20(a) of the Exchange Act (the “Dahhan Action”). Defendants have answered and the case is currently in discovery.

On July 27, 2017, a purported shareholder derivative complaint was filed in Massachusetts Federal court (Chiu v. Dipp) against OvaScience and certain former officers and directors of OvaScience alleging breach of fiduciary duties, unjust enrichment and violations of Section 14(a) of the Exchange Act. related to OvaScience’s January 2015 follow-on public offering and other public statements concerning OvaScience’s AUGMENT treatment. Following the Court’s dismissal of an amended complaint, the parties agreed that plaintiffs could file a second amended complaint and that the case would be stayed pending the resolution of the Dahhan Action. In May 2018, the court entered an order staying this case pending the resolution of the Dahhan Action.

With respect to each of the three OvaSciences matters described above, the Company is unable to estimate potential losses, if any. However, the Company believes the matters are without merit, and that in light of applicable insurance, any material exposure to the Company is remote.

On April 23, 2021 a complaint was filed against the Company and each of its directors in New York Federal court (Nakkhumpun v. Millendo Therapeutics, Inc.) alleging violations of the Securities Exchange Act of 1934 and breach of fiduciary duty of candor, for allegedly disseminating a materially incomplete and misleading registration statement with the SEC in connection with the proposed merger. Following the filing of this complaint, ten additional complaints containing substantially the same claims were filed in Federal courts in New York, the Eastern District of New York, and Michigan. After the Company filed a Form 8-K on June 11, 2021 containing additional disclosures, each of these cases was voluntarily dismissed without prejudice.

Loan Payable

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Loan Payable

9.	LOAN PAYABLE (AMOUNTS IN THOUSANDS)

On January 15, 2021,

the Company entered into a loan agreement with a lender to borrow a term loan amount of $

35,000

to be funded in three tranches. Tranche A of $

15,000

was wired to the Company on January 15, 2021. Tranche B of $

10,000

will be available through March 31, 2022 contingent upon achievement of each of the following: i)

receipt of at least $50,000 in Series C equity capital, ii) initiation of the Phase 1 combination study of TPST-1495 or monotherapy expansion study, and iii) initiation of Phase 2 trial of TPST-1120 or the 1L Triplet Collaboration study.

And Tranche C of $

10,000

is available at lender’s option. The term loan matures on

August 1, 2025

and has an annual floating interest rate of

7.15

% which is an Index Rate plus

Index Rate is the greater of

(i)

30-day

US LIBOR or (ii)

0.15

%. Monthly principal payments of $

500

will begin on

March 1, 2023

. Related to this borrowing, the Company paid $

of debt issuance costs and the amount would be amortized as additional interest expense over the life of the loan. As of June 30, 2021, the balance of the loan payable (net of debt issuance costs) was $

14,915

The carrying value of the loan approximates fair value.

For the three months and six months period ended June 30, 2021, total interest expense were $276 and $507, respectively.

Convertible Preferred Stock

6 Months Ended

Jun. 30, 2021

Temporary Equity Disclosure [Abstract]

Convertible Preferred Stock

10.	CONVERTIBLE PREFERRED STOCK

As of June 30, 2021, the Company was authorized to issue up to

5,000,000

shares of preferred stock at a par value of $0.001 as a result of Private Tempest completing the merger with Millendo on June 25, 2021. As of December 31, 2020, Private Tempest was authorized to issue up to 135,936,731 shares of preferred stock at par value of

$0.001.

In October 2011, Private Tempest received a commitment from its venture investor for a Series A Preferred Stock financing totaling

$10 million to be taken down in two tranches of $5

million each. Upon execution of the stock purchase agreement, Private Tempest received the first tranche of $5 million, which included

$2,399 in cash proceeds and the conversion of notes payable and accrued interest totaling $2,601 for issuing 5,000,000

shares of its Series A Preferred Stock. In June 2012, Private Tempest received cash proceeds of

$5 million related to the second tranche of the Series A Preferred Stock financing from the issuance of 5,000,000 shares of Series A Preferred Stock.

In August 2015,

Private Tempest

issued an additional 2,000,000 shares of Series A Preferred Stock to its venture investor for cash proceeds of $2 million. In September 2016,

Private Tempest

issued an additional 5,000,000 shares of Series A Preferred Stock to its venture investor for cash proceeds of $5 million.

In February 2018,

Private Tempest

issued 25,186,738 shares of Series B Preferred Stock for $1.00 per share in connection with the closing of the Series B Preferred Stock Purchase Agreement.

Private

Tempest’s convertible notes of $8.0 million and accrued interest were converted as part of the Series B offering.

In February 2019,

Private Tempest

issued 28,749,997 shares of

Series B-1

preferred stock for $0.80 per share for total cash proceeds of $23 million. In January 2020,

Private Tempest

issued 43,749,996 shares of

Series B-1

preferred stock for $0.80 per share for total cash proceeds of $35 million.

On June 25, 2021, Private Tempest completed the mer

er with Millendo in accordance with the Merger Agreement. Under the terms of the Merger Agreement, immediately prior to the effective time of the merger, each share Private Tempest’s preferred stock was converted into a share of Private Tempest’s common stock. At closing of the merger, the Company issued an aggregate of approximately 5,365,899 shares of its common stock to Private Tempest stockholders, based on an exchange ratio of 0.0322 shares of the Company’s common stock for each share of Private Tempest common stock outstanding immediately prior to the merger, including those shares of common stock issued upon conversion of the Private Tempest preferred stock.

The authorized, issued and outstanding shares of the convertible preferred stock and liquidation preferences at December 31, 2020 were as follows (in thousands except share and per share amounts):


December 31, 2020
Series	Shares Authorized		Shares Issued and Outstanding		Per Share Liquidation Preference		Aggregate Liquidation Amount		Proceeds Net of Issuance Cost		Net Carrying Value
Series A		17,000,000		17,000,000	$	1.00	$	17,000	$	16,982	$	16,982
Series B		25,186,738		25,186,738		1.00		25,187		24,943		12,235
Series B-1		93,749,993		72,499,993		0.80		58,000		57,489		57,489

		135,936,731		114,686,731			$	100,187	$	99,414	$	86,706

The significant rights, preferences, and privileges of the convertible preferred stock as of December 31, 2020 were as follows:

Dividends

—The holders of the Company’s convertible preferred stock are entitled to receive noncumulative dividends of 8% per share (as adjusted for stock splits, combinations, and reorganizations) per annum on each outstanding share of Series convertible preferred stock. Such dividends shall be payable only when and if declared by the Board of Directors. As of June 30, 2021 and December 31, 2020, the Company’s Board of Directors had not declared any dividends. Dividends on convertible preferred stock shall be payable in preference to and prior to any payments of any dividends on common stock. No dividends have been declared to date.

Voting Rights

—The holders of preferred stock are entitled to one vote for each share of common stock into which such preferred stock could then be converted; and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock.

Liquidation

—The holders of preferred stock are entitled to receive liquidation preferences at an amount per share of preferred stock equal to the original price plus all declared and unpaid dividends on the preferred stock. Liquidation payments to the holders of preferred stock have priority and are made in preference to any payments to the holders of common stock. After full payment of the liquidation preference to the holders of the preferred stock, the remaining assets, if any, will be distributed ratably to the holders of the common stock and preferred stock on an

as-if-converted

to common stock basis.

Redemption and Balance Sheet Classification

— The convertible preferred stock is recorded within mezzanine equity because while it is not mandatorily redeemable, it will become redeemable at the option of the stockholders upon the occurrence of certain deemed liquidation events that are considered not solely within the Company’s control.

Common Stock

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Common Stock

11.	COMMON STOCK

Upon completion of the merger on June 25, 2021, the Company issued an aggregate of approximately 5,365,899 shares of its common stock to Private Tempest stockholders, based on an exchange ratio of 0.0322 shares of the Company’s common stock for each share of Private Tempest common stock outstanding immediately prior to the merger, including those shares of common stock issued upon conversion of the Private Tempest preferred stock (3,692,912 common shares) and those shares of common stock issued with its

pre-merger

financing of $30.0 million (1,136,849 common shares).

As of June 30, 2021, the Company was authorized to issue 100,000,000 shares of common stock at a par value of $0.001. Of the 1

,000,000 common stock shares authorized, 6,637,081 are legally issued and outstanding at June 30, 2021, with 8,767 shares subject to repurchase due to remaining vesting requirements. Common stockholders are entitled to dividends as declared by the Board of Directors, subject to rights of holders of all classes of stock outstanding having priority rights as to dividends. There have been no dividends declared to date. The holders of each share of common stock are entitled to one vote. Except for effecting or validating certain specific actions intended to protect the preferred stockholders, the holders of common stock vote together with preferred stockholders and have the right to elect one member of the Company’s Board of Directors.

Stock Compensation

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Stock Compensation

12.	STOCK COMPENSATION

In 2011 Private Tempest adopted the 2011 Equity Incentive Plan, and in 2017, Private Tempest adopted the 2017 Equity Incentive Plan, together “the Plans”. Upon adoption of the 2017 Equity Incentive Plan, the 2011 Equity Incentive Plan was terminated. Both the Plans provide for the granting of stock awards to employees, directors and consultants of the Company. Awards issuable under the Plans include incentive stock options (“ISO”), nonqualified stock options (“NSO”), stock appreciation rights (“SAR”), restricted stock awards, restricted stock unit awards and other stock awards. As a result of the merger, the Plans of Private Tempest were assumed by the Company.

Options to purchase the Company’s common stock may be granted at a price not less than the fair market value in the case of both NSOs and ISOs, except for an employee or

non-employee

with options who owns more than 10 percent of the voting power of all classes of stock of the Company, in which case the exercise price shall be no less than 110 percent of the fair market value per share on the grant date. Stock options granted under the Plans generally vest over four years and expire no later than ten (10) years from the date of grant. Vested options can be exercised at any time.

The grant date fair market value of the shares of common stock underlying stock options has historically been determined by the Company’s Board of Directors. Because there has been no public market for the Company’s common stock, the Board of Directors exercises reasonable judgment and considers a number of objective and subjective factors to determine the best estimate of the fair market value, which include valuations performed by an independent

third-party,

important developments in the Company’s operations, sales of convertible preferred stock, actual operating results, financial performance, the conditions in the life sciences industry, the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of the Company’s common stock.

Stock option activity under the Plans is set forth below:


							Weighted-
	Shares						Average
	Available			Total Options			Exercise
	for Grant			Outstanding			Price

Balance—January 1, 2021		489,797			452,165		$	5.35

Assumed in reverse recapitalization		—			178,732			178.64
Granted		(186,482	)		186,482			20.99
Exercised		—			(10,654	)		4.60
Cancelled and forfeited		5,667			(6,316	)		18.36


Balance—June 30, 2021		308,982			800,409			47.70

The following table summarizes information about stock options outstanding at June 30, 2021:


			Weighted
			Average		Weighted
			Remaining		Average		Aggregate
			Contractual		Exercise		Intrinsic
	Shares		Life (In Years)		Price		Value
Options outstanding		800,409		8.46	$	47.70	$	2,594,131
Vested and expected to vest		799,823		8.46	$	47.63	$	2,593,281
Exercisable		366,374		7.64	$	89.59	$	1,133,181

Employee Stock Options

—During the six months ended June 30, 2021, the Company granted employees stock options to purchase 184,872 shares of common stock with a weighted-average grant date fair value of $12.70 per share. As of June 30, 2021, there was total unrecognized compensation costs related to unvested employee stock options of $3,047. These costs are expected to be recognized over a

weighted-average

period of approximately 1.6 years.

The Company estimated the fair value of stock options using the

Black-Scholes

option pricing valuation model. The fair value of employee stock options is being amortized on the

straight-line

basis over the requisite service period of the awards. The fair value of employee stock options was estimated using the following assumptions for the six months ended June 30, 2021:


Expected term (in years)			6.0 – 6.1
Expected volatility			67%
Risk-free interest rate			1.0% – 1.1%
Dividends			0%

Expected Term

—The expected term of options granted represents the period of time that the options are expected to be outstanding. Due to the lack of historical exercise history, the expected term of the Company’s employee stock options has been determined utilizing the simplified method for awards that qualify as

plain-vanilla

options.

Expected Volatility

—The expected stock price volatility assumption was determined by examining the historical volatilities for industry peers, as the Company did not have any trading history for the Company’s common stock. The Company will continue to analyze the historical stock price volatility and expected term assumption as more historical data for the Company’s common stock becomes available.

Risk

-Free

Interest Rate

—The

risk-free

interest rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the Company’s stock options.

Dividends

—The Company has not paid any cash dividends on common stock since inception and does not anticipate paying any dividends in the foreseeable future. Consequently, an expected dividend yield of zero was used.

Non

-Employee

Stock Options

— During the six months ended June 30, 2021, the Company granted

non-employees

stock options to purchase 1,610 shares of common stock with a weighted-average grant date fair value of $7.46 per share. As of June 30, 2021, there was total unrecognized compensation costs related to unvested

non-employee

stock options of $25. These costs are expected to be recognized over a

weighted-average

period of approximately 1.3 years.

The Company estimated the fair value of stock options using the

Black-Scholes

option pricing valuation model. The fair value of

non-employee

stock options is being amortized on the

straight-line

basis over the requisite service period of the awards. The fair value of

non-employee

stock options was estimated using the following assumptions for the six months ended June 30, 2021:


Expected term (in years)	10
Expected volatility	66	%
Risk-free interest rate	1.50	%
Dividends	0	%

Expected Term

—The expected term of options granted represents the period of time that the options are expected to be outstanding. The Company has valued its

non-employee

stock options using the contractual term as the expected term.

Expected Volatility

Risk

-Free

Interest Rate

—The

risk-free

interest rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the Company’s stock options.

Dividends

Stock

-Based

Compensation Expense

—The following table summarizes the components of

stock-based

compensation expense recognized in the Company’s statement of operations for the three and six months ended June 30, 2021 and 2020:


	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
Research and development	$	45	$	176	$	122	$	231
General and administrative		366		51		409		(1	)

	$	411	$	227	$	531	$	230

Retirement Plan

6 Months Ended

Jun. 30, 2021

Retirement Benefits [Abstract]

Retirement Plan

13.	RETIREMENT PLAN

The Company participates in a qualified 401(k) Plan sponsored by its professional service organization. The retirement plan is a defined contribution plan covering eligible employees. Participants may contribute a portion of their annual compensation limited to a maximum annual amount set by the Internal Revenue Service. There was no contribution from the Company for the six months ended June 30, 2021 and 2020.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 55
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=118257860&loc=d3e4179-114921

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
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+ Details

Net Loss Per Share

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

14.	NET LOSS PER SHARE

The following table sets forth the computation of the Company’s basis in diluted net loss per share for the three months and six months ended June 30, 2021 and 2020 (in thousands except share and per share amounts):


	Three months ended June 30,
Numerator:		2021			2020
Net loss	$	(7,058	)	$	(5,229	)
Denominator:
Weighted-average common shares outstanding		937,300			519,112
Less: Weighted-average unvested restricted shares and shares subject to repurchase		(11,868	)		(61,114	)

Weighted-average shares used to computing basic and diluted net loss per share		925,432			457,998

Net loss per share attributable to common stockholders—basic and diluted	$	(7.63	)	$	(11.42	)


	Six months ended June 30,
	2021			2020
Numerator:
Net loss	$	(12,413	)	$	(9,457	)
Denominator:
Weighted-average common shares outstanding		733,679			517,825
Less: Weighted-average unvested restricted shares and shares subject to repurchase		(16,061	)		(73,359	)

Weighted-average shares used to computing basic and diluted net loss per share		717,618			444,466

Net loss per share attributable to common stockholders—basic and diluted	$	(17.30	)	$	(21.28	)

As of June 30, 2021 and 2020, the Company’s potentially dilutive securities included unvested stock warrants and stock options, which have been excluded from the computation of diluted net loss per share attributable to common stockholders as the effect would be anti-dilutive. Based on the amounts outstanding as of June 30, 2021 and 2020, the Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect:


	June 30, 2021		June 30, 2020
Options to purchase common stock		795,428		386,689
Redeemable convertible preferred stock		—		3,692,909
Unvested restricted common stock		—		393
Common stock warrants		7,178		—

		802,606		4,079,991

Subsequent Events

6 Months Ended

Jun. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

15.	SUBSEQUENT EVENTS

Subsequent events were evaluated through the filing date of this Quarterly Report on Form

10-Q.

On July 23, 2021, the Company entered into a sales agreement (the “Sales Agreement”) with Jefferies LLC (the “Agent”), pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $100,000,000 of its common stock through the Agent.

The common stock sold in the offering will be issued pursuant to a prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on July 23, 2021, and the accompanying base prospectus dated July 23, 2021, forming part of the Company’s registration statement on

Form S-3 (Registration No. 333-257990), which

was declared effective on July 23, 2021.

Sales of the common stock, if any, made pursuant to the Sales Agreement may be sold in negotiated transactions or transactions that are deemed to be an “at the market offering”, as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the Nasdaq Capital Market, on or through any other existing trading market for the common stock or by any other method permitted by law, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, or as otherwise agreed between the Company and the Agent. The Agent will be entitled to compensation equal to 3.0% of the gross proceeds from the sale of all shares of common stock sold through it as Agent under the Sales Agreement.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

—The accompanying unaudited interim financial statements have been prepared in accordance with GAAP.

Unaudited Interim Financial Statements

Use of Estimates

right-of-use

assets, lease obligations, fair value of common stock

stock-based

Risks and Uncertainties

Risks and Uncertainties –

Moreover, the current

COVID-19

pandemic will impact the Company’s business will depend on future developments that are highly uncertain and cannot be predicted at this time.

Cash and Cash Equivalents

Property and Equipment


Computer equipment and software		3 years
Furniture and fixtures		7 years
Laboratory equipment		5 years
Leasehold improvements		Shorter of the useful life of the asset or the life of the lease

Impairment of Long-Lived Assets

Convertible Preferred Stock

Comprehensive Loss

Research and Development Expenses and Accrued Research and Development

In-licensing

third-party

Patent Costs

Patent Costs –

General and Administrative Expense

General and Administrative Expense –

Fair Value Measurements

market-based

short-term

maturities.

Stock-Based Compensation Expense

Stock

-Based

Compensation Expense

—The Company accounts for

stock-based

compensation by measuring and recognizing compensation expense for all

share-based

payments made to employees, directors and

non-employees

based on estimated

grant-date

fair values. The Company uses the

straight-line

method to allocate compensation cost to reporting periods over each optionee’s requisite service period, which is generally the vesting period.

The Company estimates the fair value of stock options to employees, directors and

non-employees

using the

Black-Scholes

option-valuation

model. The

Black-Scholes

model requires the input of subjective assumptions, including expected volatility, expected dividend yield, expected term,

risk-free

mid-point

between the vesting date and the maximum contractual expiration date is used as the expected term under this method. For awards with multiple vesting-tranches, the times from grant until the

mid-points

Net Loss per Share Attributable to Common Stockholders

—The Company follows the

two-class

method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The

two-class

method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The

two-class

Income Taxes

assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

jurisdiction-by-jurisdiction

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU

2020-06

, Debt-Debt With Conversions and Other Options (Subtopic

470-20)

and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40)

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Schedule of estimated useful lives of property plant and equipment

The estimated useful lives of the Company’s respective assets are as follows:


Computer equipment and software		3 years
Furniture and fixtures		7 years
Laboratory equipment		5 years
Leasehold improvements		Shorter of the useful life of the asset or the life of the lease

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of assets and liabilities measured at fair value on a recurring basis

The following tables present the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring basis (in thousands):


	June 30, 2021
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	68,413	$	—	$	—	$	68,413
Short-term restricted cash		45		—		—		45

Total assets	$	68,458	$	—	$	—	$	68,458

	December 31, 2020
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	18,820	$	—	$	—	$	18,820

Total assets	$	18,820	$	—	$	—	$	18,820

Balance Sheet Items (Tables)

6 Months Ended

Jun. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of prepaid expenses and other current asset

Prepaid expenses and other current asset consist of the following as of June 30, 2021 and December 31, 2020:


	June 30, 2021		December 31, 2020
Prepaid expenses	$	439	$	245
Research tax credit		304		—
Prepaid research and development costs		569		441
Notes and interest receivable		38		260
Other current assets		686		59

	$	2,036	$	1,005

Summary of property and equipment, net

Property and equipment, net, consists of the following as of June 30, 2021 and December 31, 2020:


	June 30, 202 1			December 31, 2020
Computer equipment and software	$	96		$	85
Furniture and fixtures		142			135
Lab equipment		667			600
Leasehold improvements		934			746


Property and equipment		1,839			1,566

Less accumulated depreciation		(621	)		(456	)


Property and equipment—net	$	1,218		$	1,110

Summary of accrued liabilities

Accrued liabilities as of June 30, 2021 and December 31, 2020 consist of the following:


	June 30, 2021		December 31, 2020
Accrued other liabilities	$	838	$	441
Accrued clinical trial liability		110		224


	$	948	$	665

Commitment and Contingencies (Tables)

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum rental payments under company's noncancelable operating leases

As of June 30, 2021, future minimum annual lease payments under the Company’s operating lease liabilities for the SSF Lease and Ann Arbor Leases were as follows:


Year Ending	Total Commitment
2021 (excluding the six months ended June 30, 2021)	$	786
2022		1,603
2023		1,647
2024		443
2025		—

Total minimum lease payments		4,479
Less: imputed interest		(321	)

Present value of operating lease obligations		4,158
Less: current portion		(1,484	)

Noncurrent operating lease obligations	$	2,674

Convertible Preferred Stock (Tables)

6 Months Ended

Jun. 30, 2021

Temporary Equity Disclosure [Abstract]

Summary of Convertible Preferred Stock

The authorized, issued and outstanding shares of the convertible preferred stock and liquidation preferences at December 31, 2020 were as follows (in thousands except share and per share amounts):


December 31, 2020
Series	Shares Authorized		Shares Issued and Outstanding		Per Share Liquidation Preference		Aggregate Liquidation Amount		Proceeds Net of Issuance Cost		Net Carrying Value
Series A		17,000,000		17,000,000	$	1.00	$	17,000	$	16,982	$	16,982
Series B		25,186,738		25,186,738		1.00		25,187		24,943		12,235
Series B-1		93,749,993		72,499,993		0.80		58,000		57,489		57,489

		135,936,731		114,686,731			$	100,187	$	99,414	$	86,706

Stock Compensation (Tables)

6 Months Ended

Jun. 30, 2021

Sharebased Payment Arrangement [Line Items]

Schedule of Stock Based Compensation Expense


	Three months ended June 30,				Six months ended June 30,
	2021		2020		2021		2020
Research and development	$	45	$	176	$	122	$	231
General and administrative		366		51		409		(1	)

	$	411	$	227	$	531	$	230

Summary of Stock Options

Stock option activity under the Plans is set forth below:


							Weighted-
	Shares						Average
	Available			Total Options			Exercise
	for Grant			Outstanding			Price

Balance—January 1, 2021		489,797			452,165		$	5.35

Assumed in reverse recapitalization		—			178,732			178.64
Granted		(186,482	)		186,482			20.99
Exercised		—			(10,654	)		4.60
Cancelled and forfeited		5,667			(6,316	)		18.36


Balance—June 30, 2021		308,982			800,409			47.70

Summary of Information About Stock Options Outstanding

The following table summarizes information about stock options outstanding at June 30, 2021:


			Weighted
			Average		Weighted
			Remaining		Average		Aggregate
			Contractual		Exercise		Intrinsic
	Shares		Life (In Years)		Price		Value
Options outstanding		800,409		8.46	$	47.70	$	2,594,131
Vested and expected to vest		799,823		8.46	$	47.63	$	2,593,281
Exercisable		366,374		7.64	$	89.59	$	1,133,181

Employee

Sharebased Payment Arrangement [Line Items]

Summary of Grant Date Fair Value Assumptions

The fair value of employee stock options was estimated using the following assumptions for the six months ended June 30, 2021:


Expected term (in years)			6.0 – 6.1
Expected volatility			67%
Risk-free interest rate			1.0% – 1.1%
Dividends			0%

Non-Employee

Sharebased Payment Arrangement [Line Items]

Summary of Grant Date Fair Value Assumptions

The fair value of

non-employee

stock options was estimated using the following assumptions for the six months ended June 30, 2021:


Expected term (in years)	10
Expected volatility	66	%
Risk-free interest rate	1.50	%
Dividends	0	%

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2021

Earnings Per Share [Abstract]

Summary of Basis in Diluted Net Loss Per Share


	Three months ended June 30,
Numerator:		2021			2020
Net loss	$	(7,058	)	$	(5,229	)
Denominator:
Weighted-average common shares outstanding		937,300			519,112
Less: Weighted-average unvested restricted shares and shares subject to repurchase		(11,868	)		(61,114	)

Weighted-average shares used to computing basic and diluted net loss per share		925,432			457,998

Net loss per share attributable to common stockholders—basic and diluted	$	(7.63	)	$	(11.42	)


	Six months ended June 30,
	2021			2020
Numerator:
Net loss	$	(12,413	)	$	(9,457	)
Denominator:
Weighted-average common shares outstanding		733,679			517,825
Less: Weighted-average unvested restricted shares and shares subject to repurchase		(16,061	)		(73,359	)

Weighted-average shares used to computing basic and diluted net loss per share		717,618			444,466

Net loss per share attributable to common stockholders—basic and diluted	$	(17.30	)	$	(21.28	)

Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share


	June 30, 2021		June 30, 2020
Options to purchase common stock		795,428		386,689
Redeemable convertible preferred stock		—		3,692,909
Unvested restricted common stock		—		393
Common stock warrants		7,178		—

		802,606		4,079,991

Organization and Description of The Business (Details) $ in Millions		6 Months Ended
	Jun. 25, 2021 shares	Jun. 30, 2021 USD ($) shares	Dec. 31, 2020 shares
Stock issued during period, value, conversion of convertible securities \| $		$ 30.0
Stockholders' equity, reverse stock split	1-for-15
Common stock, shares issued (in shares)	5,365,899	6,637,081	527,265
Business combination, exchange ratio	0.0322
Common stock, shares outstanding (in shares)		6,637,081	527,265
Stockholders Equity Note Stock Split Exchange Ratio	0.0322	0.0322
Conversion of Preferred Stock into a share of Common Stock
Common stock, shares issued (in shares)		6,635,345
Common stock, shares outstanding (in shares)		6,635,345

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Restricted Cash and Cash Equivalents Items [Line Items]
Other comprehensive income or loss	$ 0	$ 0

- Definition

Amount of tax expense (benefit) allocated to other comprehensive income (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 20
-Section 45
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120385591&loc=d3e39076-109324

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 20
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 20
-Section 45
-Paragraph 2
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=120385591&loc=d3e38679-109324

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
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-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=84230637&loc=d3e32672-109319

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=121641772&loc=d3e640-108580

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

+ Details

Summary of Significant Accounting Policies - Estimated Useful Lives Of Property Plant And Equipment (Details)	6 Months Ended
	Jun. 30, 2021
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, estimated useful lives	3 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, estimated useful lives	7 years
Laboratory equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, estimated useful lives	5 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, estimated useful lives	Shorter of the useful life of the asset or the life of the lease

Millendo Merger - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Jun. 25, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Cash and Cash Equivalents, at Carrying Value	$ 68,413		$ 68,413			$ 18,820
Operating Lease, Right-of-Use Asset	3,673		3,673			$ 1,877
Operating Lease, Liability	4,158		4,158
Share-based compensation expense	411	$ 227	531	$ 230
General and Administrative Expense [Member]
Business Acquisition [Line Items]
Share-based compensation expense	366	$ 51	409	$ (1)
Private Tempest [Member]
Business Acquisition [Line Items]
Cash and Cash Equivalents, at Carrying Value					$ 17,000
Prepaid Expense and Other Assets					1,400
Accrued Liabilities and Other Liabilities					500
Operating Lease, Right-of-Use Asset					2,100
Operating Lease, Liability					$ 2,100
Private Tempest [Member] \| Additional Paid-in Capital [Member]
Business Acquisition [Line Items]
Business Acquisition, Transaction Costs	6,100		6,100
Private Tempest [Member] \| General and Administrative Expense [Member]
Business Acquisition [Line Items]
Share-based compensation expense	$ 200		$ 200

Fair Value Measurements - Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Assets
Cash and cash equivalents	$ 68,413	$ 18,820
Short-term restricted cash	45
Total assets	68,458	18,820
Level 1
Assets
Cash and cash equivalents	68,413	18,820
Short-term restricted cash	45
Total assets	68,458	18,820
Level 2
Assets
Cash and cash equivalents	0	0
Short-term restricted cash	0
Total assets	0	0
Level 3
Assets
Cash and cash equivalents	0	0
Short-term restricted cash	0
Total assets	$ 0	$ 0

Transactions with Related Parties (Details) - USD ($) $ in Thousands			1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 25, 2021	Nov. 19, 2017	Feb. 29, 2020	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Notes receivable, related parties				$ 38	$ 38		$ 38
Exercise of stock options				29	49	$ 27
Proceeds from stock options exercised					17	27
Repayment of note receivable			$ 44		0	44
Note receivable related party vested portion repayment			43
Note receivable related party vested accrued interest repayment			$ 1
Note receivable related party forgiven	$ 278
Accrued interest receivable				$ 260	$ 260		$ 260
Inception Sciences
Related Party Transaction [Line Items]
Percentage of capital stock					5.00%
Service Agreements \| Inception Sciences
Related Party Transaction [Line Items]
Expenses from transactions with related party					$ 0	$ 1,315
Early Exercise of Employee Stock Options
Related Party Transaction [Line Items]
Notes receivable, related parties		$ 353
Exercise of stock options		$ 652
Expiry date		Nov. 29, 2022
Early Exercise of Employee Stock Options \| Two Officers
Related Party Transaction [Line Items]
Notes receivable, related parties		$ 298
Proceeds from stock options exercised		$ 298
Percentage of portion of exercise cost paid by employees		50.00%
Percentage of portion of exercise cost converted in to notes receivable		50.00%
Early Exercise of Employee Stock Options \| Other Officer
Related Party Transaction [Line Items]
Notes receivable, related parties		$ 55
Related party transaction, rate		2.00%

Balance Sheet Items - Prepaid Expenses and Other Current Asset (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses	$ 439	$ 245
Research tax credit	304	0
Prepaid research and development costs	569	441
Notes and interest receivable	38	260
Other current assets	686	59
Total	$ 2,036	$ 1,005

Balance Sheet Items - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment	$ 1,839	$ 1,566
Less accumulated depreciation	(621)	(456)
Property and equipment—net	1,218	1,110
Computer equipment and software
Property, Plant and Equipment [Line Items]
Property and equipment	96	85
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment	142	135
Lab equipment
Property, Plant and Equipment [Line Items]
Property and equipment	667	600
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	$ 934	$ 746

Balance Sheet Items - Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Accrued Liabilities, Current [Abstract]
Accrued other liabilities	$ 838	$ 441
Accrued clinical trial liability	110	224
Total	$ 948	$ 665

Balance Sheet Items - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Disclosure Of Balance Sheet Items [Abstract]
Depreciation	$ 86	$ 80	$ 165	$ 174

Early Option Exercise Liability (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Disclosure Of Early Option Exercise Liability [Abstract]
Early option exercise liability	$ 38	$ 79
Number of unvested shares in which early option was exercised	8,767	29,041

Commitments and Contingencies (Details) $ in Thousands	6 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Jun. 30, 2021 USD ($) Leases	Jun. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)	Feb. 28, 2019 ft²
Lessee, Lease, Description [Line Items]
Operating lease term	3 years			5 years
Number of non-cancelable operating lease \| Leases	2
Right-of-use assets	$ 3,673		$ 1,877
Operating Lease, Liability	$ 4,158
Area of leased property \| ft²				9,780
Remaining lease term	2 years 8 months
Ann Arbor Michigan
Lessee, Lease, Description [Line Items]
Right-of-use assets	$ 2,070
Operating Lease, Liability	$ 2,070
Ann Arbor Michigan \| Office Space Lease Two
Lessee, Lease, Description [Line Items]
Operating Lease Expiry Month Year	2024-06
Ann Arbor Michigan \| Office Space Lease One
Lessee, Lease, Description [Line Items]
Operating Lease Expiry Month Year	2024-03
South San Francisco California
Lessee, Lease, Description [Line Items]
Right-of-use assets	$ 1,603		1,877
Operating Lease, Liability	2,088		$ 2,439
Operating lease Rent expense	$ 322	$ 330

Commitments and Contingencies - Future minimum rental payments under operating leases with noncancelable terms (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
2021 (excluding the six months ended June 30, 2021)	$ 786
2022	1,603
2023	1,647
2024	443
Total minimum lease payments	4,479
Less: imputed interest	(321)
Present value of operating lease obligations	4,158
Less: current portion	(1,484)	$ (712)
Noncurrent operating lease obligations	$ 2,674	$ 1,727

Loan Payable - Additional Information (Detail) - USD ($) $ in Thousands		3 Months Ended	6 Months Ended
	Jan. 15, 2021	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Loan payable		$ 14,915	$ 14,915	$ 0
Term Loan
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 35,000
Maturity Date	Aug. 01, 2025
Percentage Bearing Variable Interest, Percentage Rate	7.15%
Basis Spread on Variable Rate	7.00%
Interest Rate Terms	Index Rate is the greater of (i) 30-day US LIBOR or (ii) 0.15%.
Thershold Index Rate	0.15%
Debt Instrument, Periodic Payment, Principal	$ 500
Debt Instrument, Date of First Required Payment	Mar. 01, 2023
Payments of Debt Issuance Costs	$ 96
Loan payable		14,915	14,915
Total interest expense		$ 276	$ 507
Tranch A Term Loan
Debt Instrument [Line Items]
Debt Instrument, Face Amount	15,000
Tranch B Term Loan
Debt Instrument [Line Items]
Debt Instrument, Face Amount	10,000
Thershold Series C Equity Capital Funding	$ 50,000
Debt Instrument, Covenant Description	receipt of at least $50,000 in Series C equity capital, ii) initiation of the Phase 1 combination study of TPST-1495 or monotherapy expansion study, and iii) initiation of Phase 2 trial of TPST-1120 or the 1L Triplet Collaboration study.
Tranch C Term Loan
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 10,000

Convertible Preferred Stock - Summary of Convertible Preferred Stock (Detail) - USD ($) $ / shares in Units, $ in Thousands				12 Months Ended
	Jan. 31, 2020	Sep. 30, 2016	Aug. 31, 2015	Dec. 31, 2020
Temporary Equity [Line Items]
Shares Authorized				135,936,731
Shares Issued and Outstanding				114,686,731
Aggregate Liquidation Amount				$ 100,187
Proceeds Net of Issuance Cost				99,414
Net Carrying Value				$ 86,706
Series A Convertible Preferred Stock
Temporary Equity [Line Items]
Shares Authorized				17,000,000
Shares Issued and Outstanding				17,000,000
Per Share Liquidation Preference				$ 1.00
Aggregate Liquidation Amount				$ 17,000
Proceeds Net of Issuance Cost		$ 5,000	$ 2,000	16,982
Net Carrying Value				$ 16,982
Series B Convertible Preferred Stock
Temporary Equity [Line Items]
Shares Authorized				25,186,738
Shares Issued and Outstanding				25,186,738
Per Share Liquidation Preference				$ 1.00
Aggregate Liquidation Amount				$ 25,187
Proceeds Net of Issuance Cost				24,943
Net Carrying Value				$ 12,235
Series B1 Convertible Preferred Stock
Temporary Equity [Line Items]
Shares Authorized				93,749,993
Shares Issued and Outstanding				72,499,993
Per Share Liquidation Preference				$ 0.80
Aggregate Liquidation Amount				$ 58,000
Proceeds Net of Issuance Cost	$ 35,000			57,489
Net Carrying Value				$ 57,489

Convertible Preferred Stock - Additional Information (Detail) $ / shares in Units, $ in Thousands							1 Months Ended		6 Months Ended	12 Months Ended
	Jun. 25, 2021 shares	Jan. 31, 2020 USD ($) $ / shares shares	Feb. 28, 2019 USD ($) $ / shares shares	Feb. 28, 2018 USD ($) shares $ / shares	Sep. 30, 2016 USD ($) shares	Aug. 31, 2015 USD ($) shares	Jun. 30, 2012 USD ($) shares	Oct. 31, 2011 USD ($) shares	Jun. 30, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Oct. 01, 2011 USD ($)
Temporary Equity [Line Items]
Shares authorized \| shares										135,936,731
Proceeds from Issuance of Redeemable Convertible Preferred Stock										$ 99,414
Stock Purchase Agreement with Venture Investor
Temporary Equity [Line Items]
Funding commitment											$ 10,000
Stock Purchase Agreement with Venture Investor First Tranche
Temporary Equity [Line Items]
Funding commitment											5,000
Stock Purchase Agreement with Venture Investor Second Tranche
Temporary Equity [Line Items]
Funding commitment											$ 5,000
Convertible Preferred Stock
Temporary Equity [Line Items]
Shares authorized \| shares									5,000,000	135,936,731
Temporary equity, par value \| $ / shares									$ 0.001	$ 0.001
Dividend rate percentage									8.00%
Dividends temperory stock									$ 0	$ 0
Convertible Preferred Stock \| Conversion of Preferred Stock into a share of Common Stock \| Common Stock
Temporary Equity [Line Items]
Number of common stock issued for convertible preferred stock \| shares	5,365,899
Common stock, conversion ratio	0.0322%
Series A Convertible Preferred Stock
Temporary Equity [Line Items]
Shares authorized \| shares										17,000,000
Proceeds from Issuance of Redeemable Convertible Preferred Stock					$ 5,000	$ 2,000				$ 16,982
Temporary equity stock issued during period shares new issues \| shares					5,000,000	2,000,000
Series A Convertible Preferred Stock \| Stock Purchase Agreement with Venture Investor First Tranche
Temporary Equity [Line Items]
Proceeds from Issuance of Redeemable Convertible Preferred Stock								$ 2,399
Conversion of notes payable and accrued interest								$ 2,601
Temporary equity stock issued during period shares new issues \| shares								5,000,000
Converted instrument, amount								$ 2,601
Series A Convertible Preferred Stock \| Stock Purchase Agreement with Venture Investor Second Tranche
Temporary Equity [Line Items]
Proceeds from Issuance of Redeemable Convertible Preferred Stock							$ 5,000
Temporary equity stock issued during period shares new issues \| shares							5,000,000
Series B Convertible Preferred Stock
Temporary Equity [Line Items]
Shares authorized \| shares										25,186,738
Proceeds from Issuance of Redeemable Convertible Preferred Stock										$ 24,943
Series B Convertible Preferred Stock \| Conversion of Debt to Series B Convertible Preferred Stock
Temporary Equity [Line Items]
Conversion of notes payable and accrued interest				$ 8,000
Debt instrument, convertible, number of equity instruments \| shares				25,186,738
Debt instrument, convertible, conversion price \| $ / shares				$ 1.00
Converted instrument, amount				$ 8,000
Series B1 Convertible Preferred Stock
Temporary Equity [Line Items]
Shares authorized \| shares										93,749,993
Proceeds from Issuance of Redeemable Convertible Preferred Stock		$ 35,000								$ 57,489
Temporary equity stock issued during period shares new issues \| shares		43,749,996
Sale of stock, price per share \| $ / shares		$ 0.80
Series B1 Convertible Preferred Stock \| Conversion of Debt to Series B Convertible Preferred Stock
Temporary Equity [Line Items]
Proceeds from Issuance of Redeemable Convertible Preferred Stock			$ 23,000
Temporary equity stock issued during period shares new issues \| shares			28,749,997
Sale of stock, price per share \| $ / shares			$ 0.80

Common Stock - Additional Information (Detail) $ / shares in Units, $ in Thousands		3 Months Ended	6 Months Ended
	Jun. 25, 2021 USD ($) shares	Jun. 30, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) $ / shares shares	Dec. 31, 2020 $ / shares shares
Stock Issued During Period, Shares, New Issues	5,365,899
Stockholders' Equity Note, Stock Split, Exchange Ratio	0.0322		0.0322
Stock Issued During Period, Value, Conversion of Units \| $		$ 86,707	$ 86,707
Common stock, shares authorized (in shares)		100,000,000	100,000,000	196,000,000
Common stock, par value (in shares) \| $ / shares		$ 0.001	$ 0.001	$ 0.001
Common stock, shares issued (in shares)	5,365,899	6,637,081	6,637,081	527,265
Common stock, shares outstanding (in shares)		6,637,081	6,637,081	527,265
Common Stock, Other Shares, Outstanding subject to repurchase		8,767	8,767
Dividends common stock \| $			$ 0
Common Stock, Voting Rights			one
Common Stock
Stock Issued During Period, Shares, New Issues		1,136,849	1,136,849
Stock Issued During Period, Shares, Conversion of Units	(1,136,849)	3,692,912	3,692,912
Stock Issued During Period, Value, Conversion of Units \| $	$ 30,000	$ 4	$ 4
Common stock, shares authorized (in shares)		100,000,000	100,000,000
Common stock, par value (in shares) \| $ / shares		$ 0.001	$ 0.001
Private Tempest Preferred Stock
Stock Issued During Period, Shares, Conversion of Units	(3,692,912)

Stock Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2021 USD ($) $ / shares shares
Stock-based compensation
Vesting period (in years)	4 years
Granted (in shares) \| shares	186,482
Expiration period	10 years
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent	110.00%
Weighted-average grant date fair valueStockoption, \| $ / shares	$ 20.99
Employee
Stock-based compensation
Granted (in shares) \| shares	184,872
Unrecognized compensation cost \| $	$ 3,047
Weighted average amortization period	1 year 7 months 6 days
Weighted-average grant date fair valueStockoption, \| $ / shares	$ 12.70
Non-Employee
Stock-based compensation
Granted (in shares) \| shares	1,610
Unrecognized compensation cost \| $	$ 25
Weighted average amortization period	1 year 3 months 18 days
Weighted-average grant date fair valueStockoption, \| $ / shares	$ 7.46

Stock Compensation - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation expense	$ 411	$ 227	$ 531	$ 230
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation expense	45	176	122	231
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation expense	$ 366	$ 51	$ 409	$ (1)

Stock Compensation - Summary of Stock Options (Details)	6 Months Ended
Stock Compensation - Summary of Stock Options (Details)	Jun. 30, 2021 $ / shares shares
The activity related to stock option grants to employees and nonemployees
Outstanding at beginning (in shares)	452,165
Assumed in reverse recapitalization	178,732
Granted (in shares)	186,482
Exercised (in shares)	(10,654)
Cancelled and forfeited (in shares)	(6,316)
Outstanding at end (in shares)	800,409
Shares Available for Grant, Beginninng	489,797
Shares Available for Grant,Granted	(186,482)
Shares Available for Grant,Cancelled and forfeited	5,667
Shares Available for Grant, End	308,982
Weighted average exercise price per share
Outstanding at beginning (in dollars per share) \| $ / shares	$ 5.35
Assumed in reverse recapitalization \| $ / shares	178.64
Granted (in dollars per share) \| $ / shares	20.99
Exercised (in dollars per share) \| $ / shares	4.60
Cancelled and forfeited (in dollars per share) \| $ / shares	18.36
Outstanding at end (in dollars per share) \| $ / shares	$ 47.70

Stock Compensation - Summary of Information About Stock Options Outstanding (Detail) - USD ($)	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Share-based Payment Arrangement [Abstract]
Options outstanding,Shares	800,409	452,165
Vested and expected to vest (in shares)	799,823
Exercisable,Shares	366,374
Options outstanding,Weighted Average Remaining Contractual Life (In Years)	8 years 5 months 15 days
Vested and expected to vest Weighted Average Remaining Contractual Life (In Years)	8 years 5 months 15 days
Exercisable,Weighted Average Remaining Contractual Life (In Years)	7 years 7 months 20 days
Options outstanding,Weighted Average Exercise Price	$ 47.70	$ 5.35
Vested and expected to vest,Weighted Average Exercise Price	47.63
Exercisable,Weighted Average Exercise Price	$ 89.59
Options outstanding,Aggregate Intrinsic Value	$ 2,594,131
Vested and expected to vest.Aggregate Intrinsic Value	2,593,281
Exercisable,Aggregate Intrinsic Value	$ 1,133,181

Stock Compensation - Grant Date Fair Value of Option (Details)	6 Months Ended
	Jun. 30, 2021
Employee
Sharebased Payment Arrangement [Line Items]
Expected volatility	67.00%
Risk-free interest rate,Minimum	1.00%
Risk-free interest rate,Maximum	1.10%
Expected dividend yield	0.00%
Employee \| Minimum
Sharebased Payment Arrangement [Line Items]
Expected term (in years)	6 years
Employee \| Maximum
Sharebased Payment Arrangement [Line Items]
Expected term (in years)	6 years 1 month 6 days
Non-Employee
Sharebased Payment Arrangement [Line Items]
Expected term (in years)	10 years
Expected volatility	66.00%
Risk-free interest rate	1.50%
Expected dividend yield	0.00%

Retirement Plan - Additional Information (Detail) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Retirement Benefits [Abstract]
Employer's discretionary contribution to the plan	$ 0	$ 0

Net Loss Per Share - Summary of Basis in Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Numerator:
Net loss	$ (7,058)	$ (5,229)	$ (12,413)	$ (9,457)
Denominator:
Weighted-average common shares outstanding	937,300	519,112	733,679	517,825
Less: Weighted-average unvested restricted shares and shares subject to repurchase	(11,868)	(61,114)	(16,061)	(73,359)
Weighted-average shares used to computing basic and diluted net loss per share	925,432	457,998	717,618	444,466
Net loss per share attributable to common stockholders - basic and diluted	$ (7.63)	$ (11.42)	$ (17.30)	$ (21.28)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Net Loss Per Share - Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings	802,606	4,079,991
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings	795,428	386,689
Redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings	0	3,692,909
Unvested restricted common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings	0	393
Common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings	7,178	0

Subsequent Events - Additional Information (Detail) - Subsequent Event - Sales Agreement With Jefferies LLC	Jul. 23, 2021 USD ($)
Subsequent Event [Line Items]
Common stock value subscriptions	$ 100,000,000
Percentage of agent compensation on gross proceeds from sale of common stock	3.00%