0001193125-23-086961 | POS AM | XBRL Viewer

Print Document View Excel Document

Document and Entity Information	12 Months Ended
Document and Entity Information	Dec. 31, 2022
Document Information [Line Items]
Document Type	S-1
Amendment Flag	true
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Registrant Name	Surrozen, Inc./DE
Entity Central Index Key	0001824893
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Tax Identification Number	98-1556622
Entity Address, Address Line One	171 Oyster Point Blvd
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	South San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94080
City Area Code	650
Local Phone Number	489-9000
Entity Incorporation, State or Country Code	DE
Entity Primary SIC Number	2834
Amendment Description	This Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-259496), or the Registration Statement, of Surrozen, Inc., as originally filed with the Securities and Exchange Commission, or the SEC, on September 13, 2021, as amended on November 8, 2021 by Amendment No.1 and declared effective by the SEC on November 9, 2021, as further amended on March 29, 2022 by Post-Effective Amendment No.1 and declared effective on March 29, 2022, is being filed pursuant to the undertakings in Item 17 of the Registration Statement to (i) include information contained in the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 that was filed with the SEC on March 31, 2023 and (ii) update certain other information in the Registration Statement. The information included in this filing amends the Registration Statement and the prospectus contained therein. No additional securities are being registered under this Post-Effective Amendment No. 2. All applicable registration fees were paid at the time of the original filing of the Registration Statement.
Business Contact [Member]
Document Information [Line Items]
Entity Address, Address Line One	171 Oyster Point Blvd
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	South San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94080
City Area Code	650
Local Phone Number	489-9000
Contact Personnel Name	Craig Parker

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 24,690	$ 33,091
Accounts receivable	1,978	0
Short-term marketable securities	51,148	68,760
Prepaid expenses and other current assets	3,489	3,338
Total current assets	81,305	105,189
Property and equipment, net	3,630	4,794
Operating lease right-of-use assets	3,268	4,582
Long-term marketable securities	0	21,655
Restricted cash	405	405
Other assets	827	549
Total assets	89,435	137,174
Current liabilities:
Accounts payable	658	2,718
Accrued and other liabilities	6,848	8,662
Lease liabilities, current portion	2,226	2,193
Total current liabilities	9,732	13,573
Lease liabilities, noncurrent portion	3,376	5,600
Warrant liability	326	8,301
Total liabilities	13,434	27,474
Commitments and contingencies (Note 6 and Note 14)
Stockholders' equity:
Preferred stock, $0.0001 par value, 10,000 shares authorized; no shares issued and outstanding as of December 31, 2022 and 2021	0	0
Common stock, $0.0001 par value, 500,000 shares authorized as of December 31, 2022 and 2021; 30,088 and 35,034 shares issued and outstanding as of December 31, 2022 and 2021, respectively	3	4
Additional paid-in-capital	254,892	252,464
Accumulated other comprehensive loss	(241)	(119)
Accumulated deficit	(178,653)	(142,649)
Total stockholders' equity	76,001	109,700
Total liabilities and stockholders' equity	$ 89,435	$ 137,174

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common shares, par value	$ 0.0001	$ 0.0001
Common shares, shares authorized	500,000,000	500,000,000
Common shares, shares issued	30,088,000	35,034,000
Common shares, shares outstanding	30,088,000	35,034,000

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenues:
Collaboration and license revenue	$ 12,500	$ 0
Operating expenses:
Research and development	37,013	40,177
General and administrative	19,826	14,214
Total operating expenses	56,839	54,391
Loss from operations	(44,339)	(54,391)
Interest income	781	72
Other income (expense), net	7,554	(329)
Net loss	(36,004)	(54,648)
Unrealized loss on marketable securities, net of tax	(122)	(119)
Comprehensive loss	$ (36,126)	$ (54,767)
Net loss per share attributable to common stockholders, basic	$ (1.04)	$ (2.21)
Net loss per share attributable to common Stockholders, diluted	$ (1.04)	$ (2.21)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic	34,722	24,689
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted	34,722	24,689

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss), Derivative Qualifying as Hedge, Excluded Component, Including Portion Attributable to Noncontrolling Interest	Retained Earnings
Balance at the beginning at Dec. 31, 2020	$ 47,293	$ 2	$ 135,292		$ (88,001)
Balance at the beginning (in shares) at Dec. 31, 2020		18,257,000
Issuance of common stock upon Business Combination and PIPE Financing, net of transaction costs and warrant liabilities	114,465	$ 2	114,463
Issuance of common stock upon Business Combination and PIPE Financing, net of issuance costs and warrant liabilities, shares		16,441,000
Exercises of stock options	411		411
Exercises of stock options, shares		161,000
Reclassification to liability for early exercised stock options	(225)		(225)
Vesting of early exercised stock options	207		207
Repurchase of early exercised stock options, shares		(1,000)
Repurchase and cancelation of common stock	0
Restricted stock granted, shares		193,000
Restricted stock forfeited, shares		(16,000)
Stock-based compensation expense	2,316		2,316
Other comprehensive loss	(119)			$ (119)
Net loss	(54,648)				(54,648)
Balance at the end at Dec. 31, 2021	109,700	$ 4	252,464	(119)	(142,649)
Balance at the end (in shares) at Dec. 31, 2021		35,034,000
Reclassification to liability for early exercised stock options	101		101
Repurchase of early exercised stock options, shares		(11,000)
Issuance of common stock under Equity Purchase Agreement(Value)	273		273
Issuance of common stock under Equity Purchase Agreement (Share)		100,000
Issuance of common stock under employee stock purchase plan (Share)		347,000
Issuance of common stock under employee stock purchase plan	143		143
Repurchase and cancelation of common stock	(2,607)	$ (1)	(2,606)
Repurchase and cancellation of common stock (Share)		(5,382,000)
Stock-based compensation expense	4,517		4,517
Other comprehensive loss	(122)			(122)
Net loss	(36,004)				(36,004)
Balance at the end at Dec. 31, 2022	$ 76,001	$ 3	$ 254,892	$ (241)	$ (178,653)
Balance at the end (in shares) at Dec. 31, 2022		30,088,000

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating activities:
Net loss	$ (36,004)	$ (54,648)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,955	2,066
Stock-based compensation	4,517	2,316
Non-cash operating lease expense	1,314	1,231
Amortization of premium on marketable securities, net	108	105
Change in fair value of warrant liabilities	(7,890)	(71)
Other expense related to the commitment shares issued to Lincoln Park	273	0
Transaction costs allocated to warrants in connection with Business Combination	0	409
Changes in operating assets and liabilities:
Accounts receivable	(1,978)	0
Prepaid expenses and other current assets	(50)	(2,296)
Other assets	(379)	(510)
Accounts payable	(2,038)	857
Accrued and other liabilities	(1,782)	3,789
Operating lease liabilities	(2,191)	(2,061)
Net cash used in operating activities	(44,145)	(48,813)
Investing activities:
Purchases of property and equipment	(728)	(1,269)
Purchases of marketable securities	(29,600)	(91,739)
Proceeds from sales of marketable securities	0	1,100
Proceeds from maturities of marketable securities	68,637	14,200
Net cash provided by (used in) investing activities	38,309	(77,708)
Financing activities:
Proceeds from issuance of common stock upon Business Combination and PIPE Financing, net of transaction costs	0	124,220
Proceeds from issuance of common stock upon exercise of stock options	0	411
Proceeds from issuance of common stock upon employee stock plan purchases	143	0
Repurchase and cancelation of common stock	(2,607)	0
Repurchase of warrants	(85)	0
Repurchase of early exercised stock options	(16)	(1)
Net cash (used in) provided by financing activities	(2,565)	124,630
Net decrease in cash, cash equivalents and restricted cash	(8,401)	(1,891)
Cash, cash equivalents and restricted cash at beginning of year	33,496	35,387
Cash, cash equivalents and restricted cash at end of year	25,095	33,496
Supplemental disclosure of noncash investing and financing activities:
Conversion of redeemable convertible preferred stock into common stock	0	133,097
Assumption of warrant liabilities in Business Combination	0	8,372
Transaction costs in Business Combination included in accounts payable and accrued liabilities	0	1,792
Purchases of property and equipment included in accounts payable and accrued expenses	85	22
Vesting of early exercises of stock options	101	207
Reclassification to liability for early exercised stock options	0	225
Increase in right-of-use assets and lease liabilities due to lease extension	0	257
Reconciliation Of Cash Cash Equivalents And Restricted Cash To Consolidated Balance Sheets Abstract
Cash and cash equivalents	24,690	33,091
Restricted cash	405	405
Cash, cash equivalents and restricted cash	$ 25,095	$ 33,496

Organization and Business	12 Months Ended
Organization and Business	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business	Note 1. Organization and Business Organization Surrozen, Inc., or the Company, formerly known as Consonance-HFW Acquisition Corp., or Consonance, is a clinical stage biotechnology company committed to discovering and developing drug candidates to selectively modulate the Wnt pathway, a critical mediator of tissue repair, in a broad range of organs and tissues. The Company, a Delaware corporation, is located in South San Francisco, California, and it operates and manages its business as one operating segment. Consonance was a blank check company incorporated as a Cayman Islands exempted company on August 21, 2020. It was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On August 11, 2021, Consonance consummated a business combination, or the Business Combination, among Consonance, Perseverance Merger Sub Inc., a subsidiary of Consonance, and Surrozen, Inc., or Legacy Surrozen, a Delaware company incorporated on August 12, 2015. Upon closing of the Business Combination, Consonance became a Delaware corporation and was renamed to Surrozen, Inc., Legacy Surrozen, was renamed to Surrozen Operating, Inc., and Legacy Surrozen continued as a wholly-owned subsidiary of the Company. See Note 3, “ Recapitalization” for additional details. Surrozen Netherlands, B.V. was incorporated in May 2022 and is located in Rotterdam, Netherlands as a wholly-owned subsidiary of Surrozen Operating, Inc. Liquidity The Company has incurred net operating losses each period since inception. During the years ended December 31, 2022 and 2021, the Company incurred a net loss of $36.0 million and $54.6 million, respectively. During the years ended December 31, 2022 and 2021, the Company used $44.1 million and $48.8 million of cash in operations. As of December 31, 2022, the Company had cash, cash equivalents and marketable securities of $75.8 million and an accumulated deficit of approximately $178.7 million. The Company expects operating expenses to continue to increase in connection with its ongoing clinical studies and anticipates the need to raise additional capital to continue to execute its long-range business plan. Management believes that the existing cash, cash equivalents and marketable securities are sufficient for the Company to continue operating activities for at least the next 12 months from the date of issuance of its consolidated financial statements. However, if the Company’s anticipated cash burn is greater than anticipated, the Company could use its capital resources sooner than expected which may result in the need to reduce future planned expenditures and/or raise additional capital to continue to fund the operations.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP, as determined by the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, and pursuant to the regulations of the U.S. Securities and Exchange Commission, or SEC. The consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany transactions and balances have been eliminated.

The Business Combination discussed in Note 1 was accounted for as a reverse recapitalization with Legacy Surrozen as the accounting acquirer and Consonance as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the consolidated financial statements represents the accounts of Legacy Surrozen at their historical cost as if Legacy Surrozen is the predecessor to the Company. The consolidated financial statements following the closing of the Business Combination reflect the results of the combined entity’s operations. All issued and outstanding common stock and stock awards of Legacy Surrozen and per share amounts contained in the consolidated financial statements for the periods presented prior to the closing of the Business Combination on August 11, 2021 have been retroactively restated to reflect the exchange ratio established in the Business Combination. See Note 3, “

Recapitalization”

for additional details.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, revenue recognition, certain accruals for research and development activities, the fair value of common stock prior to the Business Combination, initial fair value of the PIPE Warrants and stock-based compensation expense. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could materially differ from those estimates.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist of cash, cash equivalents and marketable securities. The Company’s cash is held by one financial institution that may at times exceed federally insured limits. However, the Company’s exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the consolidated balance sheets. The Company believes it is not exposed to significant credit risk on cash. The Company’s policy is to invest cash in institutional money market funds and marketable securities with high credit quality to limit the amount of credit exposure. The Company currently maintains a portfolio of cash equivalents and marketable securities in a variety of securities, including money market funds, U.S. government bonds, U.S. government agency debt securities, foreign bonds, commercial paper and corporate debt securities. The Company has not experienced any losses on its cash equivalents and marketable securities.

Cash and Cash Equivalents

Cash equivalents relate to securities having an original maturity of three months or less at the time of purchase. As of December 31, 2022 and 2021, cash and cash equivalents consisted of bank deposits, money market funds and U.S. government agency debt securities.

Restricted Cash

As of each of December 31, 2022 and 2021, the Company had $0.4 million of restricted cash in the form of a letter of credit for the Company’s facility lease. The restricted cash is classified as a noncurrent asset as the Company is required to maintain the letter of credit for the benefit of the landlord until the end of the lease term in April 2025.

Marketable Securities

The Company invests its excess cash in marketable U.S. government bonds, foreign bonds, commercial paper and corporate debt securities. All marketable securities have been classified as

available-for-sale

and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. The Company does not buy or hold securities principally for the purpose of selling them in the near future. The Company’s policy is focused on the preservation of capital, liquidity, and return. From time to time, the Company may sell certain securities, but the objectives are generally not to generate profits on short-term differences in price.

Short-term marketable securities have maturities less than or equal to one year as of the balance sheet date. Long-term marketable securities have maturities greater than one year as of the balance sheet date. These marketable securities are carried at estimated fair value with unrealized holding gains and losses included in accumulated other comprehensive loss in stockholders’ equity until realized. Gains and losses on marketable security transactions are reported on the specific-identification method. Interest income is recognized in the consolidated statements of operations and comprehensive loss when earned.

The Company periodically evaluates its

available-for-sale

marketable securities for impairment. When the fair value of a marketable security is below its amortized cost basis, the amortized cost is reduced to its fair value if it is more likely than not that the Company is required to sell the impaired security before recovery of its amortized cost, or the Company has the intention to sell the security. If neither of these conditions are met, the Company determines whether the impairment is due to credit losses by comparing the present value of the expected cash flows of the security with its amortized cost basis. The amount of impairment recognized is limited to the excess of the amortized cost basis over the fair value of the security. An allowance for credit losses for the excess of amortized cost basis over the expected cash flows, if any, is recorded in other income (expense), net on the consolidated statements of operations. Impairment losses that are not credit-related are included in accumulated other comprehensive loss in stockholders’ equity.

Property and Equipment

Property and equipment, including leasehold improvements, are recorded at cost net of accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows:


Asset		Estimated useful life
Leasehold improvements		Shorter of useful life of asset or lease term
Computer equipment		3 years
Furniture, fixtures and equipment		3- 8 years
Lab equipment		3 years

When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the consolidated balance sheet and the resulting gain or loss is recognized in the period realized. Maintenance and repairs are expensed as incurred.

Leases

Material leases with a term longer than one year are recognized as

right-of-use,

or ROU, assets and lease liabilities in the Company’s consolidated balance sheets. The Company determines the lease classification and measurement of its ROU assets and lease liabilities at the lease commencement date and thereafter if modified.

The Company uses its incremental borrowing rate, based on the information available at the commencement date, to determine the present value of lease payments if the rate implicit in the lease is not readily available. The ROU asset is based on the measurement of the lease liability and is adjusted for lease incentives provided by the landlord. Lease expense for the Company’s operating leases is recognized on a straight-line basis over the lease term. The lease term includes any renewal options and termination options that the Company is reasonably assured to exercise.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount to the future net undiscounted cash flows which the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from the asset. The Company has not identified any such impairment losses to date.

Warrant Liabilities

The Company’s Public Warrants, Private Placement Warrants and PIPE Warrants were classified as liabilities (see Note 11). At the end of each reporting period, any changes in fair value during the period are recognized in other income (expense), net within the consolidated statements of operations and comprehensive loss. No Private Placement Warrants were outstanding as of December 31, 2022 as a result of the repurchase of 1.3 million warrants in December 2022 (see Note 9). The Company will continue to adjust the warrant liabilities pertaining to the outstanding warrants for changes in the fair value until the earlier of a) the exercise or expiration of the warrants or b) the redemption of the warrants, at which time such warrants will be reclassified to additional

paid-in

capital.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606,

Revenue from Contracts with Customers (Topic 606)

when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for these goods or services. To determine revenue recognition for the arrangement that is within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services transferred to the customer.

At contract inception, the Company assesses the goods or services promised within the contract, determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligations when or as the performance obligations are satisfied. The Company constrains its estimate of the transaction price up to the amount (the variable consideration constraint) that a significant reversal of recognized revenue is not probable.

The Company records accounts receivable for amounts billed to the customer for which the Company has an unconditional right to consideration. The Company assesses accounts receivable for impairment and, to date, no impairment losses have been recorded.

The Company has a collaboration and license agreement with BI to which the Company licensed certain rights to its intellectual property (see Note 7) that is determined within the scope of ASC 606. The terms of the CLA include payment to the Company of a

non-refundable

upfront payment, development, regulatory and commercial milestone payments and royalties on net sales of licensed products.

Licenses of Intellectual Property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from

non-refundable

upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promised goods or services, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from

non-refundable

upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

Milestone Payments:

At contract inception, the Company using the most likely amount method evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received or the underlying activity has been completed. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company

re-evaluates

the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative

catch-up

basis, which would affect revenue in the period of adjustment.

Royalties:

The Company recognizes sales-based royalties as revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalties that have been allocated have been satisfied (or partially satisfied).

The incremental costs of obtaining a customer contract are expensed as and when incurred if the amortization period of the asset that would have been recognized is one year or less.

Research and Development Expenses

Research and development costs are expensed as incurred. Research and development costs consist of external and internal expenses directly attributable to the conduct of research and development programs. The external expenses include the costs of services provided by outside contractors, clinical research organizations and contract manufacturing organizations. The internal expenses include the costs of salaries, bonus, payroll taxes, stock-based compensation, employee benefits, materials, supplies, depreciation on and maintenance of research equipment, and the allocated facility-related costs, such as rent, utilities, insurance, repairs and maintenance, and general support services.

The Company has entered into and may continue to enter into licensing or subscription arrangements to access and utilize certain technology. In each case, the Company evaluates if the license agreement results in the acquisition of an asset or a business. To date, none of the Company’s license agreements have been considered an acquisition of a business. For asset acquisitions, the upfront payments to acquire such licenses, as well as any

future milestone payments made before product approval that do not meet the definition of a derivative, are immediately recognized as research and development expense when they are paid or become payable, provided there is no alternative future use of the rights in other research and development projects.

Accrued Research and Development Expenses

The Company records accruals for estimated costs of research, preclinical, clinical, and manufacturing development, which are significant components of research and development expenses, within accrued and other liabilities in the accompanying consolidated balance sheets. A substantial portion of the Company’s ongoing research and development activities is conducted by third-party service providers. The Company accrues the costs under agreements with these third parties as incurred. The Company estimates the amounts incurred in each period based on the information available and its knowledge of the nature of the contractual activities generating such costs. Clinical trial contract expenses are accrued based on units of activity. Payments made to third parties under these arrangements in advance of the performance of the related services by the third parties are recorded as prepaid expenses until the services are rendered. For the years ended December 31, 2022 and 2021, the Company has not experienced any material differences between accrued costs and actual costs incurred.

If the actual timing of the performance of services or the level of effort varies from the estimate, the Company adjusts accrued expenses or prepaid expenses accordingly, which impacts research and development expenses. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low in any particular period.

Stock-Based Compensation

The Company recognizes stock-based compensation expense for all stock-based awards. For stock option awards, stock-based compensation cost is estimated at the grant date based on the fair value of the equity for financial reporting purposes and is recognized as expense on a straight-line basis over the requisite service period. Under the Company’s employee stock purchase plan, stock-based compensation cost is measured at the beginning of the offering period and recognized on a straight-line basis over the offering period. Forfeitures are accounted for as they occur.

The Company has elected to calculate the fair value of awards using the Black-Scholes option pricing model, or the Black-Scholes Model. The Black-Scholes Model requires the use of various assumptions including common stock valuation, expected option life and expected stock price volatility. The Company estimates the expected term for stock options using the simplified method as the midpoint between the vesting date and the contractual expiration date of the award as the Company has limited historical exercise information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. Due to the limited trading history of the Company’s stock, the Company estimates the volatility using volatilities of a group of public companies in a comparable industry, stage of life cycle, and size. The interest rate is derived from the U.S. Treasury instruments with maturities similar to the expected term of the options. The Company has not declared nor expects to declare dividends. Therefore, there is no dividend impact on the valuation of options.

Prior to the Business Combination, the fair value of common stock was determined considering numerous objective and subjective factors and requires judgment. These objective and subjective factors include, but are not limited to:

•

relevant precedent transactions involving the Company’s capital stock;

•

contemporaneous valuations performed by third-party specialists;

•

rights, preferences, and privileges of the Company’s redeemable convertible preferred stock relative to those of the Company’s common stock;

•

actual operating and financial performance;

•

current business conditions and financial projections;

•

likelihood of achieving a liquidity event, such as an initial public offering or a sale of the Company’s business;

•

the lack of marketability of the Company’s common stock, and the illiquidity of stock-based awards involving securities in a private company;

•

market multiples of comparable publicly traded companies;

•

stage of development;

•

industry information such as market size and growth; and

•

U.S. and global capital and macroeconomic conditions.

Following the closing of the Business Combination, the fair value of our common stock has been determined based on the quoted market price of our common stock.

Comprehensive Loss

The Company’s comprehensive loss consists of unrealized losses on

available-for-sale

securities.

Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss attributable to common stock by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive securities. Since the Company was in a loss position for the periods presented, basic net loss per share is the same as diluted net loss per share as the effects of the potentially dilutive securities are antidilutive. The following table presents the potential common stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive (in thousands):


	December 31,
	2022		2021
Options outstanding		3,896		1,794
Unvested restricted stock		105		161
Unvested common stock subject to repurchase		22		75
Warrants to purchase common stock		5,907		7,218

Total		9,930		9,248

Income Taxes

The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized.

The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is more likely than not of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits require significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available.

The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to unrecognized tax benefits.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Recapitalization

12 Months Ended

Dec. 31, 2022

Recapitalization Note [Abstract]

Recapitalization

Note 3. Recapitalization

On August 11, 2021, Consonance consummated the Business Combination (see Note 1). Immediately after the consummation of the Business Combination, certain investors subscribed for and purchased an aggregate of 12.0 million units, each consisting of one share of the Company’s common stock and

one-third

of one redeemable warrant, for a purchase price of $10.00 per unit through a private investment in public entity financing, or PIPE Financing. In connection with the Business Combination and PIPE Financing, Legacy Surrozen received the aggregate cash consideration of $128.8 million, after deducting the transaction fees incurred by Consonance. The cash consideration was comprised of $8.6 million in proceeds from issuance of common stock upon the closing of the Business Combination and $120.2 million in proceeds from the PIPE Financing. The Company incurred transaction costs of $6.3 million, consisting of legal, accounting and other professional services directly related to the Business Combination, $0.4 million of which were allocated to the warrant liabilities assumed and recognized as other expenses when incurred. The remaining $5.9 million were recorded as a reduction of additional

paid-in

capital in the consolidated balance sheet. Legacy Surrozen was deemed the accounting acquirer in the Business Combination and the Business Combination was accounted for as a reverse recapitalization based on the following predominant factors:

•

Legacy Surrozen’s stockholders have the greatest voting interest in the Company;

•

The Company’s board and senior management are primarily composed of individuals associated with Legacy Surrozen; and

•

Legacy Surrozen is the larger entity based on historical operating activity and has the larger employee base at the time of the Business Combination.

Accordingly, for accounting purposes, the reverse recapitalization was treated as the equivalent of Legacy Surrozen issuing stock for the net assets of Consonance, accompanied by a recapitalization. The net assets of Consonance are stated at historical cost, with no goodwill or other intangible assets recorded.

Pursuant to the business combination agreement, upon the closing of the Business Combination, (i) each share of redeemable convertible preferred stock of Legacy Surrozen (on an as converted to common stock basis) and each share of common stock of Legacy Surrozen, whether vested or unvested, was converted into 0.175648535 shares of the Company’s common stock and (ii) each outstanding option to purchase common stock of Legacy Surrozen was converted into an option to purchase shares of the Company’s common stock based on an exchange ratio of 0.175648535, or the Exchange Ratio, with corresponding adjustments to the exercise price. All issued and outstanding common stock, preferred stock and stock awards of Legacy Surrozen and corresponding capital amounts contained in the consolidated financial statements for the periods presented prior to the closing of the Business Combination have been retroactively restated to reflect the conversion.

Fair Value Measurement

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurement

Note 4. Fair Value Measurement

The Company records its financial assets and liabilities at fair value. The carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and accrued and other liabilities, approximate their fair value due to their short-term maturities. The accounting guidance for fair value establishes a framework for measuring fair value and a fair value hierarchy that prioritizes the inputs used in valuation techniques. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value as follows:

Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following tables summarize the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):


	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds (1)	$	9,194	$	—	$	—	$	9,194
Commercial paper		—		22,549		—		22,549
Corporate bonds		—		10,797		—		10,797
Government bonds		—		17,802		—		17,802
Government agency debt securities (1)		—		3,982		—		3,982

Total financial assets measured at fair value	$	9,194	$	55,130	$	—	$	64,324


Liabilities (2) :
Public Warrants	$	151	$	—	$	—	$	151
PIPE Warrants		—		175		—		175

Total financial liabilities measured at fair value	$	151	$	175	$	—	$	326


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds (1)	$	32,310	$	—	$	—	$	32,310
Commercial paper		—		49,136		—		49,136
Corporate bonds		—		19,480		—		19,480
Government bonds		—		18,082		—		18,082
Foreign bonds		—		3,717		—		3,717

Total financial assets measured at fair value	$	32,310	$	90,415	$	—	$	122,725


Liabilities (2) :
Public Warrants	$	3,527	$	—	$	—	$	3,527
Private Placement Warrants		—		166		—		166
PIPE Warrants		—		4,608		—		4,608

Total financial liabilities measured at fair value	$	3,527	$	4,774	$	—	$	8,301

(1)	They are included in cash and cash equivalents on the consolidated balance sheets as of December 31, 2022 and 2021.

(2)	See the definition and discussion of Public Warrants, Private Placement Warrants and PIPE Warrants in Note 11.

Corporate bonds, commercial paper, foreign bonds, government bonds and government agency debt securities are classified as Level 2 as they were valued based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets.

The Public Warrants are classified as Level 1 due to the use of an observable market quote in an active market. The Private Placement Warrants are classified as Level 2 due to the use of observable market data for identical or similar liabilities. The fair value of each Private Placement Warrant was determined to be consistent with that of a Public Warrant because the Private Warrants are also subject to the make-whole redemption feature, which allows the Company to redeem both types of warrants on similar terms when the stock price is in the range of $10 to $18 per share.

The PIPE Warrants were initially recorded in 2021 at fair value using a binomial lattice model. The PIPE Warrants were classified as Level 3 at issuance because the fair value was measured based on significant inputs that are unobservable in the market. The significant unobservable input used in the fair value measurement of the PIPE Warrants is the expected volatility. The expected volatility was implied from the market price of the Company’s Public Warrants. The expected term was based on the remaining contractual term of the PIPE Warrants, and the risk-free interest rate was based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the expected term. The dividend rate is based on the historical rate, which the Company anticipated remaining at zero. The key inputs into the binomial lattice model for the PIPE Warrants at the initial measurement were as follows:


	August 11, 2021
Expected term (in years)		5.01
Expected volatility		18.90	%
Risk-free interest rate		0.81	%
Dividend yield		—

Given the adequate history of the market data of the Public Warrants as of December 31, 2022 and 2021, the PIPE Warrants were remeasured at December 31, 2022 and 2021 based on the observable market quote of the Public Warrants and are classified as Level 2. The valuation technique was changed since the fair value of the Public Warrant is equally or more representative of the fair value of the PIPE Warrants. The fair value of each PIPE Warrant was determined to be consistent with that of a Public Warrant because the PIPE Warrants are also subject to the make-whole redemption feature, which allows the Company to redeem both types of warrants on similar terms. There were no changes to the valuation methods utilized, and there were no transfers of financial instruments for the year ended December 31, 2022.

The following table sets forth a summary of the changes in the fair value of the Company’s warrant liabilities for the years ended December 31, 2022 and 2021 (in thousands):


	Public Warrants			Private Placement Warrants			PIPE Warrants			Total Warrant Liabilities
Balance, December 31, 2020	$	—		$	—		$	—		$	—
Assumption in Business Combination		3,557			168			4,647			8,372
Change in fair value upon remeasurement (1)		(30	)		(2	)		(39	)		(71	)

Balance, December 31, 2021		3,527			166			4,608			8,301
Change in fair value upon remeasurement (1)		(3,354	)		(157	)		(4,379	)		(7,890	)
Repurchase (Note 9)		(22	)		(9	)		(54	)		(85	)

Balance, December 31, 2022	$	151		$	—		$	175		$	326

(1)	The change in fair value of the warrant liabilities was recognized in other income (expense), net within the consolidated statements of operations and comprehensive loss.

The following tables provide the Company’s marketable securities by security type (in thousands):


	As of December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Commercial paper	$	22,549	$	—	$	—		$	22,549
Corporate bonds		10,817		1		(21	)		10,797
Government bonds		18,023		—		(221	)		17,802

Total short-term marketable securities	$	51,389	$	1	$	(242	)	$	51,148


	As of December 31, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Commercial paper	$	49,136	$	—	$	—		$	49,136
Corporate bonds		15,920		4		(17	)		15,907
Foreign bonds		3,725		—		(8	)		3,717

Total short-term marketable securities	$	68,781	$	4	$	(25	)	$	68,760

Government bonds	$	18,165	$	—	$	(83	)	$	18,082
Corporate bonds		3,588		—		(15	)		3,573

Total long-term marketable securities	$	21,753	$	—	$	(98	)	$	21,655

The following table indicates the length of the time that individual securities have been in a continuous unrealized loss position (dollars in thousands):


	As of December 31, 2022						As of December 31, 2021
			Less Than 12 Months						Less Than 12 Months
	Number of Investments		Fair Value		Unrealized Losses		Number of Investments		Fair Value		Unrealized Losses
Corporate bonds		4	$	9,719	$	21		5	$	12,572	$	32
Government bonds		3		17,801		221		3		18,082		83
Foreign bonds		—		—		—		2		3,717		8

Total		7	$	27,520	$	242		10	$	34,371	$	123

As of December 31, 2022 and 2021, all short-term marketable securities had maturities of one year or less. All long-term marketable securities as of December 31, 2021 had maturities of greater than one year but less than two years. There have been no significant realized gains or losses on the marketable securities during the years ended December 31, 2022 and 2021. The Company periodically reviews the

available-for-sale

investments for credit losses. All investments with unrealized losses have been in a loss position for less than 12 months. The Company determined that the unrealized loss was primarily attributed to changes in current market interest rates and not to credit quality. The Company does not intend to sell the marketable securities that are in an unrealized loss position, nor is it more likely than not that the Company will be required to sell the marketable securities before the recovery of the amortized cost basis, which may be at maturity. As a result, the Company did not recognize any allowance for credit losses as of December 31, 2022.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Balance Sheet Components

12 Months Ended

Dec. 31, 2022

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

Note 5. Balance Sheet Components

Property and Equipment, Net

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


	December 31,
	2022			2021
Leasehold improvements	$	7,052		$	7,052
Lab equipment		7,515			6,881
Furniture and office equipment		299			309
Computer equipment		119			93

Total property and equipment		14,985			14,335
Less: accumulated depreciation		(11,355	)		(9,541	)

Property and equipment, net	$	3,630		$	4,794

Depreciation expenses for the years ended December 31, 2022 and 2021 was $2.0 million and $2.1 million, respectively.

Accrued and Other Liabilities

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


	December 31,
	2022		2021
Accrued payroll and related expenses	$	3,964	$	2,887
Accrued research and development expenses		1,665		3,666
Accrued professional service fees		638		1,520
Liability for early exercised stock options		89		205
Other		492		384

Accrued and other liabilities	$	6,848	$	8,662

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

Note 6. Leases

In August 2016, the Company entered into a lease agreement for office and lab space, which consists of approximately 32,813 square feet of rental space in South San Francisco, California. The office space lease is classified as an operating lease. The initial lease term commenced in May 2017 and ends in April 2025, with rent payments escalating each year. The Company has options to extend the lease for additional years, but the exercise of the option was not reasonably certain. In connection with the lease, the Company maintains a letter of credit for the benefit of the landlord in the amount of $0.4 million, which is recorded as restricted cash in the consolidated balance sheets.

In January 2020, the Company entered into a lease agreement for a term of 18 months commencing June 2020 for approximately 6,478 square feet of office space. This office space lease, which was classified as an operating lease, was amended in September 2021 and expired in June 2022.

The operating lease expense for the years ended December 31, 2022 and 2021 was $1.9 million and $2.0 million.

Aggregate future minimum rental payments under the operating leases as of December 31, 2022, were as follows (in thousands):


Year ending December 31, 2023	$	2,596
Year ending December 31, 2024		2,670
Year ending December 31, 2025		891
Total lease payments		6,157
Less: Imputed interest		(555	)

Operating lease liabilities	$	5,602

The following represents supplemental information related to the Company’s operating facility leases:


	December 31,
	2022			2021
Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$	2,743		$	2,856
Weighted-average remaining lease term (in years)		2.33			3.25
Weighted-average discount rate		8.48	%		8.43	%

Collaboration and License Agreement	12 Months Ended
Collaboration and License Agreement	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Collaboration and License Agreements	Note 7. Collaboration and License Agreements Collaboration and License Agreement with Boehringer Ingelheim International GmbH In October 2022, the Company executed the CLA with BI to research, develop and commercialize Fzd4 bi-specific antibodies designed using the Company’s SWAP ™ technology, including SZN-413. The Company and BI are conducting partnership research focused on SZN-413 during a one-year period, which BI has the right to extend by up to six months. The Company granted BI an exclusive, royalty-bearing, worldwide, sublicensable license, under the applicable patents and know-how, to develop, manufacture and commercialize, for all uses, one lead and two back-up Fzd4 bi-specific antibodies selected by BI and their derivatives. After an initial period of joint research, BI shall be responsible for all further research, preclinical and clinical development, manufacturing, regulatory approvals, and commercialization of licensed products at its expense. Unless terminated earlier, or expiring on account of BI not selecting at least one Fzd4 bi-specific antibody within sixty days after the end of the partnership research, the CLA will remain effective, on a country-by-country and product-by-product basis, until the expiration of BI’s royalty obligations. BI has the right to terminate the CLA for any reason after a specified notice period. Each party has the right to terminate the CLA on account of the other party’s bankruptcy or material, uncured breach. Under the terms of the CLA, BI agreed to pay a non-refundable upfront payment of $12.5 million less any applicable withholding tax, success-based milestone payments up to a total of $587.0 million and mid-single digit to low-double digit royalties on net sales of the licensed products should any reach commercialization. The royalty payments will be subject to reduction due to patent expiration, generic competition and payments made under certain licenses for third-party intellectual property. The Company received $10.5 million of the upfront payment from BI in November 2022. The associated withholding tax of $2.0 million is expected to be refunded to the Company in 2023. The Company determined that the CLA is within the scope of ASC 606. The Company evaluated the promised goods and services and determined that the license to the Company’s intellectual property granted to BI represented one performance obligation for the purposes of conducting the partnership research and further development on SZN-413. The transaction price was determined to be $12.5 million, which is the non-refundable upfront payment. Variable consideration related to future milestones was fully constrained because the Company cannot conclude that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur, given the inherent uncertainty of success with these future milestones. For sales-based royalties, the Company determined that the license is the predominant item to which the royalties relate to. Accordingly, the Company will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all the royalty has been allocated has been satisfied (or partially satisfied). The Company will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. During the year ended December 31, 2022, the Company recognized the non-refundable upfront payment of $12.5 million as collaboration and license revenue at a point in time upon delivery of the license. The associated withholding tax of $2.0 million to be refunded was recognized as accounts receivable as of December 31, 2022.

License Agreement	12 Months Ended
License Agreement	Dec. 31, 2022
License Agreements [Abstract]
License Agreements	Note 8. License Agreements Stanford License Agreements In March 2016, the Company entered into a license agreement with Stanford University, or the 2016 Stanford Agreement, which was amended in July 2016, October 2016 and January 2021, pursuant to which the Company obtained from Stanford a worldwide, exclusive, sublicensable license under certain patents, rights, or licensed patents and technology related to its engineered Wnt surrogate molecules to make, use, import, offer to sell and sell products that are claimed by the licensed patents or that use or incorporate such technology, or licensed products, for the treatment, diagnosis and prevention of human and veterinary diseases. The Company agreed to pay Stanford (i) nominal annual license maintenance fees which are creditable against earned royalties owed to Stanford for the same year, (ii) an aggregate of up to $0.9 million for the achievement of specified development and regulatory milestones, and (iii) an aggregate of up to $5.0 million for achievement of specified sales milestones. Stanford is also entitled to receive royalties from the Company equal to a very low single digit percentage of the Company’s and its sublicensees’ net sales of licensed products that are covered by a valid claim of a licensed patent. Additionally, the Company agreed to pay Stanford a sub-teen double digit percentage of certain consideration the Company receives as a result of granting sublicenses to the licensed patents. However, the Company and Stanford may be able to negotiate a lower non-royalty sublicense percentage based on then-current value of the licensed patents for each sublicense product. If the Company is acquired, it agreed to pay a one-time change of control fee in the low six figures. Stanford retains the right under the 2016 Stanford Agreement, on behalf of itself, Stanford Hospital and Clinics, the University of Washington and all other non-profit research institutions, to practice the licensed patents and technology for any non-profit purpose. The licensed patents and technology are additionally subject to a non-exclusive, irrevocable, worldwide license held by the Howard Hughes Medical Institute to practice the licensed patents and technology for its research purposes, but with no right to assign or sublicense. In June 2018, the Company entered into another license agreement with Stanford, or the 2018 Stanford Agreement, pursuant to which the Company obtained from Stanford a worldwide, exclusive, sublicensable license under certain patent rights related to its surrogate R-spondin proteins, or the licensed patents, to make, use, import, offer to sell and sell products that are claimed by the licensed patents, or licensed products, for the treatment, diagnosis and prevention of human and veterinary diseases, or the exclusive field. Additionally, Stanford granted the Company a worldwide, non-exclusive, sublicensable license under the licensed patents to make and use licensed products for research and development purposes in furtherance of the exclusive field and a worldwide, non-exclusive license to make, use and import, but not to offer to sell or sell licensed products in any other field of use. The Company agreed to pay Stanford an aggregate of up to $ 0.4 million for the achievement of specified development and regulatory milestones. Stanford is also entitled to receive royalties from the Company equal to a sub-single digit percentage of the Company’s and its sublicensees’ net sales of licensed products. Additionally, Stanford is entitled to receive a one-time payment in the low six figures for each sublicense of the licensed patents that the Company grants to a third party and, if the Company is acquired, a one-time nominal change of control fee. For the year ended December 31, 2022, the Company incurred research and development expenses of approximately $0.2 million under the Stanford Agreements, pertaining to the sublicense fee in connection with the upfront payment received from BI. For the year ended December 31, 2021, the Company incurred research and development expenses of approximately $0.1 million under the Stanford Agreements. No milestones have been achieved as of December 31, 2022. UCSF License and Option Agreements In September and October 2016, the Company entered into two separate license and option agreements with The Regents of the University of California, or the UCSF Agreements, pursuant to which the Company obtained exclusive licenses from UCSF for internal research and antibody discovery purposes and an option to negotiate with UCSF to obtain an exclusive license under UCSF’s rights in the applicable library to make, use, sell, offer for sale and import products incorporating antibodies identified or resulting from the Company’s use of such library, or licensed products. In January 2020, the Company amended and restated the UCSF Agreements to provide non-exclusive licenses to make and use a certain human Fab naïve phage display library and to make and use a certain phage display llama VHH single domain antibody library for internal research and antibody discovery purposes and an option to negotiate with UCSF to obtain a non-exclusive commercial license under UCSF’s rights in the applicable library to make, use, sell, offer for sale and import products incorporating antibodies identified or resulting from the Company’s use of such library, or licensed products. In March 2022, the Company exercised the option under the UCSF Agreements and entered into a non-exclusive commercial license agreement to make and use licensed products derived from the phage display llama VHH single domain antibody library. Under the commercial license agreement, the Company paid UCSF a nominal license issue fee and agreed to pay a nominal annual license maintenance fee, five- to six-digit payments per licensed product upon achievement of a regulatory milestone, nominal minimum annual royalties and earned royalties equal to a sub-single digit percentage of the Company’s and the Company’s sublicensees’ net sales of licensed products. For the year ended December 31, 2022, the Company incurred research and development expenses of $0.1 million under the UCSF Agreements as a result of the CLA. For the year ended December 31, 2021, the Company incurred research and development expenses of $50,000 under the UCSF Agreements. No milestones have been achieved as of December 31, 2022. Distributed Bio Subscription Agreement In September 2016, the Company entered into, and in January 2019 the Company amended, an antibody library subscription agreement with Charles River Laboratories International, Inc., formerly known as Distributed Bio, or the Distributed Bio Agreement, in which the Company obtained from Distributed Bio a non-exclusive license to use Distributed Bio’s antibody library to identify antibodies directed to an unlimited number of the Company’s proprietary targets and to make, use, sell, offer for sale, import and exploit products incorporating the antibodies that the Company identifies, or licensed products. In consideration for the rights granted to the Company under the Distributed Bio Agreement, the Company paid Distributed Bio a nominal upfront fee and an additional nominal fee upon entering into the amendment. The Company agreed to pay Distributed Bio an annual fee in the low six figures after the first three years. Additionally, the Company agreed to pay Distributed Bio an aggregate of $5.9 million for each licensed product that achieves specified development, regulatory and commercial milestones and royalties equal to a very low single digit percentage of the Company’s and its sublicensees’ net sales of licensed products. The Company’s obligation to pay royalties will end for each licensed product ten years after its first commercial sale. For the years ended December 31, 2022 and 2021, the Company incurred research and development expenses of $0.2 million and $0.3 million under the Distributed Bio Agreement, including the milestone payment of $0.1 million and $50,000, respectively, as the Company achieved milestones with regard to the Phase 1 clinical trial for SZN-1326.

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 9. Related Party Transactions Repurchase of Common Stock and Common Stock Warrants On December 12, 2022, the Company entered into a securities purchase agreement with entities affiliated with Consonance Capital Management LP, collectively the Consonance Entities. Pursuant to the agreement, the Company repurchased 5.4 million shares of common stock and warrants to purchase 1.3 million shares of common stock from the Consonance Entities for an aggregate purchase price of approximately $2.7 million, or the Repurchase. Following the Repurchase, the Consonance Entities no longer hold any shares of common stock or warrants. The shares of common stock repurchased were constructively retired and the common stock warrants repurchased were subsequently canceled. The total purchase price was allocated to the repurchase of common stock warrants based on the fair value of the warrants remeasured on the repurchase date, resulting in the derecognition of warrant liabilities of $0.1 million. The remaining $2.6 million allocated to the repurchase of common stock was recorded as a reduction of equity on the consolidated balance sheets.

Stockholders' Equity	12 Months Ended
Stockholders' Equity	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Note 10. Stockholders’ Equity Equity Purchase Agreement In February 2022, the Company entered into the Equity Purchase Agreement with Lincoln Park Capital Fund, LLC, or Lincoln Park, pursuant to which Lincoln Park is obligated to purchase up to $50.0 million of the Company’s common stock with a maximum of 7.0 million shares from time to time at the Company’s sole discretion over a 36-month period commencing on April 27, 2022. The Company also entered into a registration rights agreement with Lincoln Park pursuant to which the Company filed with the SEC the registration statement to register for resale under the Securities Act of 1933, as amended, the shares of common stock that have been or may be issued to Lincoln Park under the Equity Purchase Agreement. The registration statement was effective on April 5, 2022. Upon execution of the Equity Purchase Agreement, the Company issued 0.1 million shares of common stock to Lincoln Park with the fair value of $0.3 million as consideration for Lincoln Park’s commitment to purchase the Company’s common stock, which was included in other income (expense), net on the consolidated statements of operations and comprehensive loss. In the event that the Company sells its common stock under the Equity Purchase Agreement for an aggregate price equal to or greater than $30.0 million, the Company shall pay an additional commitment fee of $0.1 million in cash to Lincoln Park. As contemplated by the Equity Purchase Agreement, and so long as the closing price of the Company’s common stock exceeds $1.00 per share, the Company may direct Lincoln Park, at its sole discretion, to purchase up to 30,000 shares of its common stock, or the Regular Purchase Share Limit, on any business day at a purchase price per share equal to the lower of: (i) the lowest price of the Company’s common stock on the applicable purchase date and (ii) the average of the three lowest closing prices of the Company’s common stock during the ten consecutive business days preceding such purchase date. The Regular Purchase Share Limit may be increased to up to 35,000 shares and 40,000 shares if the closing price of the Company’s common stock is not below $10.00 per share and $12.00 per share, respectively. Any single purchase of the Company’s common stock shall not exceed $3.5 million. The Company may also direct Lincoln Park to purchase additional shares no less than the Regular Purchase Share Limit and no greater than 0.5 million shares at a purchase price per share equal to 96% of the lower of (i) the closing price of the Company’s common stock on the purchase date and (ii) the volume weighted average price of the Company’s common stock on the purchase date. As of December 31, 2022, the Company has not sold any shares of common stock under the Equity Purchase Agreement. At-the-Market Offering In connection with its shelf registration statement on Form S-3 filed in December 2022, the Company entered into a sales agreement with Guggenheim Securities, LLC to issue and sell the Company’s common stock up to $23.0 million, or the 2022 ATM. The compensation payable to Guggenheim is equal to 3.0% of the gross sales price of any shares sold through it pursuant to the sales agreement. As of December 31, 2022, the Company has not sold any shares of common stock under the 2022 ATM.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

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

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

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

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

+ Details

Common Stock Warrants

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Common Stock Warrants

Note 11. Common Stock Warrants

In connection with the Business Combination, Legacy Surrozen, as the accounting acquirer, was deemed to assume 3.1 million warrants held by Consonance’s stockholders, or the Public Warrants, and 0.1 million warrants

held by Consonance’s sponsor, or the Private Placement Warrants. In addition, immediately after the consummation of the Business Combination, certain investors subscribed for and purchased an aggregate of 12.0 million units in the PIPE Financing, consisting of 12.0 million shares of the Company’s common stock and 4.0 million warrants, or the PIPE Warrants. In conjunction with the Repurchase (see Note 9), the Company repurchased 0.3 million Public Warrants, 0.1 million Private Placement Warrants and 0.8 million PIPE Warrants. As of December 31, 2022, the following common stock warrants were outstanding (in thousands, except per share amounts):


Type	Classification		Expiration Date		Exercise Price per Share		Number of Warrants		Fair Value
Public Warrants		Liability		August 12, 2026	$	11.50		2,733	$	151
PIPE Warrants		Liability		August 12, 2026		11.50		3,174		175

Total								5,907	$	326

Public Warrants

Each whole Public Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, at any time commencing on November 23, 2021 and terminating at the earlier of August 12, 2026 or upon redemption or liquidation. The exercise price and number of shares issuable upon exercise of the Public Warrants may be adjusted in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. The Company would not be obligated to deliver any shares of common stock pursuant to the exercise of a Public Warrant and would have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the common stock underlying the Public Warrants is then effective. The registration statement on Form

S-1

to register for resale under the Securities Act of 1933, as amended, was effective in November 2021. The Company will use its commercially reasonable efforts to maintain the effectiveness of the registration statement until the expiration or redemption of the Public Warrants. If the Company fails to have maintained an effective registration statement, the Public Warrant holders have the right to exercise the Public Warrants on a cashless basis until such time as there is an effective registration statement.

The Company may redeem the outstanding Public Warrants at a price of $0.01 per warrant if the closing price of common stock equals or exceeds $18.00 per share (as adjusted for share

sub-divisions,

share capitalizations, reorganizations, recapitalizations and similar transaction). Additionally, the Company may redeem the outstanding Public Warrants at a price of $0.10 per warrant if the closing price of common stock equals or exceeds $10.00 per share (as adjusted for share

sub-divisions,

share capitalizations, reorganizations, recapitalizations and similar transaction). Notice of redemption shall be mailed to the Public Warrant holders no less than 30 days prior to the redemption date, or the Redemption Period. If the closing price of common stock equals or exceeds $10.00 per share and is less than $18.00 per share, during the Redemption Period, the Public Warrant holders may elect to exercise their Public Warrants on a cashless basis based on a make-whole table.

In no event will the Company be required to net cash settle the Public Warrants. The Public Warrant holders do not have the rights or privileges of common stockholders and any voting rights until they exercise their Public Warrants and receive common stock.

Private Placement Warrants

The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) will not be redeemable so long as they are held by Consonance Life Sciences, a Cayman

Islands limited liability company, or the Sponsor, or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. There were no Private Placement Warrants outstanding as of December 31, 2022.

PIPE Warrants

Each whole PIPE Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, at any time commencing on November 23, 2021 and terminating on August 12, 2026. The PIPE Warrants are the same in all respects as the Public Warrants except that the PIPE Warrants were not redeemable before August 12, 2022.

Classification

The Public Warrants, Private Placement Warrants and PIPE Warrants are not considered indexed to the Company’s common stock as certain provisions of the warrant agreements could change the settlement amount of these warrants. As a result, they are classified as liabilities and recorded at fair value with subsequent change in their respective fair value recognized in other income (expense), net within the consolidated statements of operations and comprehensive loss. See Note 4 for the discussion of warrant valuations.

Stock Based Compensation Plan

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation Plan

Note 12. Stock-Based Compensation Plan

The Company maintains the 2021 Equity Incentive Plan, or the 2021 Plan, which provides for the granting of stock awards to employees, directors and consultants. Options granted under the 2021 Plan may be either incentive stock options or nonqualified stock options to purchase common stock. Options granted under the 2021 Plan expire no later than 10 years from the date of grant. Options under the 2021 Plan generally vest over four years. As of December 31, 2022, there were 3.7 million shares of common stock available for issuance under the 2021 Plan.

Prior to the Business Combination, Legacy Surrozen maintained the 2015 Stock Plan, or the 2015 Plan, which provided for the granting of options to purchase shares of common stock to officers, employees, directors, consultants and key persons who provide services to the Company. Options under the 2015 Plan have a term of 10 years and generally vested over a four-year period with

one-year

cliff vesting. In conjunction with the Business Combination, options and the corresponding exercise price under the 2015 Plan were converted into the awards under the 2021 Equity Incentive Plan based on the Exchange Ratio. Each converted option is subject to the same terms and conditions as were applicable to the corresponding options under the 2015 Plan.

The Company adopted the 2021 Employee Stock Purchase Plan, or the ESPP, in August 2021. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to plan limitations. An offering period under the ESPP consists of four

six-month

purchase periods, unless otherwise determined by the Company. The eligible employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the purchase day. As of December 31, 2022, there were 0.6 million shares of common stock available for issuance under the ESPP. During the year ended December 31, 2022, 0.3 million shares were issued under the ESPP.

Option Exchange

In October 2022, the Company’s Compensation Committee authorized and approved a stock option exchange whereby certain outstanding stock options held by 59 employees were exchanged for stock options on a

one-for-one

basis with an exercise price at the current market price on the date of the exchange. As a result of this exchange, 1.3 million outstanding stock options, with a weighted average exercise price of $8.81 per share, were exchanged for 1.3 million new stock options under the 2021 Plan with an exercise price of $2.16 per share. The vesting terms and expiration dates of the new stock options remain unchanged from the original stock options.

The option exchange was treated as an option modification for accounting purposes and resulted in the incremental expense of $0.7 million. $0.3 million of the total incremental expense associated with the vested options was recognized on the modification date. The remaining $0.4 million associated with the unvested options as of the modification date will be recognized over the remainder of the original requisite service period.

Stock Options

A summary of option activity is set forth below (shares in thousands):


	Options Outstanding
	Number of Options			Weighted Average Exercise Price		Average Remaining Contractual Life (In years)		Aggregate Intrinsic Value (In thousands)
Outstanding – December 31, 2021		1,794		$	6.31		8.43
Granted		2,198			3.26
Forfeited		(79	)		6.13
Expired		(17	)		6.77

Outstanding – December 31, 2022		3,896			2.43		8.44	$	—

Exercisable – December 31, 2022		1,430			1.94		7.48		—

The aggregate intrinsic values of options outstanding, exercisable, vested and expected to vest is the difference between the exercise price of the options and the fair value of the Company’s common stock at December 31, 2022.

The intrinsic value of options exercised during the year ended December 31, 2021 was $1.2 million. No options were exercised during the year ended December 31, 2022.

During the years ended December 31, 2022 and 2021, the Company granted options with a weighted-average grant-date fair value of $2.28 per share and $6.36 per share, respectively.

Restricted Stock Awards

The following table summarizes the Company’s RSA activity (shares in thousands):


	Number of Shares			Weighted Average Grant Date Fair Value
RSAs, unvested at December 31, 2021		161		$	9.39
Vested		(56	)		8.72

RSAs, unvested at December 31, 2022		105			9.74

The fair value of RSAs vested during the years ended December 31, 2022 and 2021 was $0.2 million and $0.6 million, respectively.

Fair Value of Options

The fair value of options is estimated at the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions:


	Year Ended December 31,
	2022			2021
Expected term (in years)		6.00			6.01
Expected volatility		81.07	%		71.23	%
Risk-free rate		2.03	%		0.89	%
Dividend yield		—			—

Stock-Based Compensation

Total stock-based compensation recorded in the consolidated statements of operations and comprehensive loss related to options and RSAs was as follows (in thousands):


	Year Ended December 31,
	2022		2021
Research and development	$	1,612	$	736
General and administrative		2,905		1,580

Total stock-based compensation expense	$	4,517	$	2,316

As of December 31, 2022, there was approximately $9.9 million of stock-based compensation expense to be recognized over a weighted-average period of approximately 2.5 years.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Note 13. Income Taxes

No provision for income taxes was recorded for the years ended December 31, 2022 and 2021. The Company has incurred net operating losses for all the periods presented. The Company accounts for income taxes in accordance with the asset and liability method, which requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is not likely to be realized and, accordingly, has provided a full valuation allowance.

Significant components of the Company’s net deferred tax assets consist of the following (in thousands):


	December 31,
	2022			2021
Deferred tax assets:
Net operating loss carryforwards	$	32,985		$	31,826
Section 174 capitalized expense		6,812			—
Research and development credits		3,775			2,392
Lease liabilities		1,096			1,521
Accrual and reserves		739			590
Employee retention credits		271			284
Stock-based compensation		201			129
Capitalized intangible costs		176			122
Fixed assets		66			—
Other		3			3

Gross deferred tax assets		46,124			36,867
Less: valuation allowance		(45,343	)		(35,665	)

Deferred tax assets, net of valuation allowance		781			1,202
Deferred tax liabilities:
Right-of-use assets		(686	)		(962	)
Fixed assets		—			(101	)
Other		(95	)		(139	)

Gross deferred tax liabilities		(781	)		(1,202	)

Total net deferred tax assets	$	—		$	—

The net valuation allowance increased by $9.7 million for the years ended December 31, 2022 and 2021.

As of December 31, 2022, the Company had net operating loss, or NOL, carryforwards of approximately $139.4 million and $53.0 million available to reduce future taxable income, if any, for federal and California state income tax purposes, respectively. NOL carryforwards generated after 2018 for federal tax reporting purposes of $127.0 million have an indefinite carryforward period. The remaining federal and state net operating loss carryforwards begin expiring in 2036.

As of December 31, 2022, the Company had research and development credit carryforwards of approximately $2.2 million and $3.8 million available to reduce future taxable income, if any, for federal and California state income tax purposes, respectively. The federal credit carryforwards begin expiring in 2036 and the state credits carry forward indefinitely.

Beginning January 1, 2022, the Tax Cuts and Jobs Act, or the Tax Act, eliminated the option to deduct research and development expenditures in the current year and requires taxpayers to capitalize such expenses pursuant to Internal Revenue Code, or the IRC, Section 174. The capitalized expenses are amortized over a

5-year

period for domestic expenses and a

15-year

period for foreign expenses. As a result of this provision of the Tax Act, deferred tax assets related to capitalized research expenses increased by $6.7 million.

Federal and state laws impose substantial restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an ownership change for tax purposes, as defined in Section 382 of the Internal

Revenue Code. As a result of such ownership changes, the Company’s ability to realize the potential future benefit of tax losses and tax credits that existed at the time of the ownership change may be limited and may expire unutilized. Such impairment of tax losses and tax credits would reduce the deferred tax asset and corresponding valuation allowance, as a result of the limitation. The Company completed an assessment of the available NOLs under Section 382 and determined that the Company underwent an ownership change in September 2020. As a result of the annual limitations caused by the ownership change, it was estimated the approximately $1.3 million of federal tax credit and $27.4 million of California NOL will expire unrealized for income tax purposes, and such amounts are excluded from the carryforward balances as of December 31, 2022.

The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The unrecognized tax benefits, if recognized, would not have an impact on the Company’s effective tax rate assuming the Company continues to maintain a full valuation allowance position. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months.

A reconciliation of the Company’s unrecognized tax benefits is as follows (in thousands):


	December 31,
	2022		2021
Balance at beginning of the year	$	974	$	921
Additions based on tax positions related to current year		654		480
Reductions based on tax positions of prior year		—		(427	)

Balance at end of the year	$	1,628	$	974

The Company files income tax returns in the U.S. federal and California tax jurisdictions. As of the date these financial statements were issued, the Company is not under examination by any income tax authority. The federal and state income tax returns from December 31, 2016 to December 31, 2021 remain subject to examination.

A reconciliation of the statutory U.S. federal tax rate to the Company’s effective tax rate is as follows:


	December 31,
	2022			2021
Statutory rate		21.00	%		21.00	%
State tax		2.12			(2.78	)
Tax credits		1.72			1.70
Stock-based compensation		(2.26	)		—
Change in valuation allowance		(26.88	)		(16.92	)
NOL and tax credits limited under 382		—			(2	)
Gain on warrant liabilities		4.60			—
Other		(0.30	)		(0.57	)

Total		0.00	%		0.00	%

On December 21, 2020, the Consolidated Appropriations Act, 2021, or the Appropriations Act, was signed into law which expanded and extended some of CARES Act provisions, including the expansion of the employee retention credits. The Company claimed employee retention credits of $1.0 million and $0.3 million for the 2021 and 2020 tax years. The Company will recognize the benefit of those credits as the refunds are received.

Inflation Reduction Act of 2022, or the IRA, which was signed into law in August 2022, includes several provisions that are specifically applicable to corporations. Among other changes, it created a new corporate alternative minimum tax based on adjusted financial statement income and imposes a 1% excise tax on corporate stock repurchases. The effective date of these provisions is January 1, 2023. The Company is evaluating how the enactment of the IRA will have an impact on its consolidated financial statements but does not expect that the provisions of the IRA will have a material impact for the year ended December 31, 2022.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 14. Commitments and Contingencies Indemnification From time to time, the Company enters into certain types of contracts that contingently require the Company to indemnify various parties against claims from third parties. These contracts primarily relate to (i) the Company’s bylaws, under which the Company must indemnify directors and executive officers, and may indemnify other officers and employees, for liabilities arising out of their relationship with the Company, (ii) contracts under which the Company must indemnify directors and certain officers for liabilities arising out of their relationship with the Company, (iii) contracts under which the Company may be required to indemnify customers or partners against certain claims, including claims from third parties asserting, among other things, infringement of their intellectual property rights and (iv) procurement, consulting, or license agreements under which the Company may be required to indemnify vendors, consultants or licensors for certain claims, including claims that may be brought against them arising from acts or omissions with respect to the supplied products, technology or services. From time to time, the Company may receive indemnification claims under these contracts in the normal course of business. In addition, under these contracts the Company may have to modify the accused infringing intellectual property and/or refund amounts received. In the event that one or more of these matters were to result in a claim against the Company, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on the Company’s future business, operating results or financial condition. It is not possible to determine the maximum potential amount under these contracts due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. The Company maintains director and officer insurance, which may cover certain liabilities arising from the Company’s obligation to indemnify its directors and certain officers. To the date of the consolidated financial statements were issued, the Company has not incurred any material costs or accrued any liabilities related to indemnification obligations. Litigation The Company’s industry is characterized by frequent claims and litigation, including claims regarding intellectual property. As a result, the Company may be subject to various legal proceedings from time to time. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Management is not aware of any pending or threatened litigation.

401(K) Plan	12 Months Ended
401(K) Plan	Dec. 31, 2022
Retirement Benefits [Abstract]
401(K) Plan	Note 15. 401(k) Plan The Company adopted a 401(k) retirement savings plan, or the 401(k) Plan for all eligible employees. Each participant may contribute pre- or post- tax compensation, up to annual statutory limits. The 401(k) Plan also permits the Company to make discretionary and matching contributions, subject to established limits and a vesting schedule. Each year, the Company may, at its sole discretion, make contributions to the plan. For the years ended December 31, 2022 and 2021, the Company’s contributions were $0.2 million and nominal, respectively.

- 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 https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section S99
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=21916913&loc=d3e273930-122802

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (o)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (p)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 70
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=49170846&loc=d3e28014-114942

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-URI https://asc.fasb.org/topic&trid=2235017

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 60
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=6414203&loc=d3e39689-114964

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (q)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (r)(1)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (l)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-URI https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920

+ Details

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 16. Subsequent Events In January 2023, the Company implemented a restructuring plan approved by the board of directors to reduce its overall workforce by approximately 25%. The Company expects to substantially complete the workforce reduction by the end of the first quarter of 2023 and estimates to incur one-time restructuring charges of approximately $1.2 million, including employee severance, benefits and related costs. In February 2023, the Company cancelled certain studies with its contract manufacturing organization and incurred a cancellation fee equal to 50% of the contract price of the studies plus any raw materials and handling fees that have been incurred. On March 10, 2023, Silicon Valley Bank, or SVB, was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation, or FDIC, as a receiver. On March 12, 2023, the U.S. Department of the Treasury, Federal Reserve, and FDIC jointly announced that the FDIC would complete its resolution of SVB in a manner that fully protects all depositors. The Company has access to its full deposits with SVB and does not anticipate any disruption to its ongoing operations. The Company is working on replacing the letter of credit issued by SVB as required by the landlord and transferring substantially all of its cash deposits at SVB to a different financial institution. On March 31, 2023, we entered into an amended and restated warrant agreement with Continental Stock Transfer & Trust Company as warrant agent, or the PIPE Warrant Agreement. PIPE Warrants may be converted into Public Warrants on transfer pursuant to the terms of the PIPE Warrant Agreement. To the date of the consolidated financial statements were issued, no PIPE Warrants were converted into Public Warrants

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Recapitalization”

for additional details.

Use of Estimates

Concentration of Credit Risk

Cash and Cash Equivalents

Restricted Cash

Marketable Securities

The Company invests its excess cash in marketable U.S. government bonds, foreign bonds, commercial paper and corporate debt securities. All marketable securities have been classified as

available-for-sale

The Company periodically evaluates its

available-for-sale

Property and Equipment


Asset		Estimated useful life
Leasehold improvements		Shorter of useful life of asset or lease term
Computer equipment		3 years
Furniture, fixtures and equipment		3- 8 years
Lab equipment		3 years

Leases

Material leases with a term longer than one year are recognized as

right-of-use,

Impairment of Long-Lived Assets

Warrant Liabilities

paid-in

capital.

Revenue Recognitions

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606,

Revenue from Contracts with Customers (Topic 606)

non-refundable

upfront payment, development, regulatory and commercial milestone payments and royalties on net sales of licensed products.

non-refundable

upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

Milestone Payments:

re-evaluates

catch-up

basis, which would affect revenue in the period of adjustment.

Royalties:

The incremental costs of obtaining a customer contract are expensed as and when incurred if the amortization period of the asset that would have been recognized is one year or less.

Research and Development Expenses

Accrued Research and Development Expenses

Stock-Based Compensation

•

relevant precedent transactions involving the Company’s capital stock;

•

contemporaneous valuations performed by third-party specialists;

•

rights, preferences, and privileges of the Company’s redeemable convertible preferred stock relative to those of the Company’s common stock;

•

actual operating and financial performance;

•

current business conditions and financial projections;

•

likelihood of achieving a liquidity event, such as an initial public offering or a sale of the Company’s business;

•

the lack of marketability of the Company’s common stock, and the illiquidity of stock-based awards involving securities in a private company;

•

market multiples of comparable publicly traded companies;

•

stage of development;

•

industry information such as market size and growth; and

•

U.S. and global capital and macroeconomic conditions.

Following the closing of the Business Combination, the fair value of our common stock has been determined based on the quoted market price of our common stock.

Comprehensive Loss

The Company’s comprehensive loss consists of unrealized losses on

available-for-sale

securities.

Net Loss Per Share


	December 31,
	2022		2021
Options outstanding		3,896		1,794
Unvested restricted stock		105		161
Unvested common stock subject to repurchase		22		75
Warrants to purchase common stock		5,907		7,218

Total		9,930		9,248

Income Taxes

Emerging Growth Company Status

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Property and Equipment Useful Lives


Asset		Estimated useful life
Leasehold improvements		Shorter of useful life of asset or lease term
Computer equipment		3 years
Furniture, fixtures and equipment		3- 8 years
Lab equipment		3 years

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

. The following table presents the potential common stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive (in thousands):


	December 31,
	2022		2021
Options outstanding		3,896		1,794
Unvested restricted stock		105		161
Unvested common stock subject to repurchase		22		75
Warrants to purchase common stock		5,907		7,218

Total		9,930		9,248

Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

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

The following tables summarize the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):


	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds (1)	$	9,194	$	—	$	—	$	9,194
Commercial paper		—		22,549		—		22,549
Corporate bonds		—		10,797		—		10,797
Government bonds		—		17,802		—		17,802
Government agency debt securities (1)		—		3,982		—		3,982

Total financial assets measured at fair value	$	9,194	$	55,130	$	—	$	64,324


Liabilities (2) :
Public Warrants	$	151	$	—	$	—	$	151
PIPE Warrants		—		175		—		175

Total financial liabilities measured at fair value	$	151	$	175	$	—	$	326


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds (1)	$	32,310	$	—	$	—	$	32,310
Commercial paper		—		49,136		—		49,136
Corporate bonds		—		19,480		—		19,480
Government bonds		—		18,082		—		18,082
Foreign bonds		—		3,717		—		3,717

Total financial assets measured at fair value	$	32,310	$	90,415	$	—	$	122,725


Liabilities (2) :
Public Warrants	$	3,527	$	—	$	—	$	3,527
Private Placement Warrants		—		166		—		166
PIPE Warrants		—		4,608		—		4,608

Total financial liabilities measured at fair value	$	3,527	$	4,774	$	—	$	8,301

(1)	They are included in cash and cash equivalents on the consolidated balance sheets as of December 31, 2022 and 2021.

(2)	See the definition and discussion of Public Warrants, Private Placement Warrants and PIPE Warrants in Note 11.

Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]

The key inputs into the binomial lattice model for the PIPE Warrants at the initial measurement were as follows:


	August 11, 2021
Expected term (in years)		5.01
Expected volatility		18.90	%
Risk-free interest rate		0.81	%
Dividend yield		—

Summary of Changes in Fair Value of Warrant Liabilities

The following table sets forth a summary of the changes in the fair value of the Company’s warrant liabilities for the years ended December 31, 2022 and 2021 (in thousands):


	Public Warrants			Private Placement Warrants			PIPE Warrants			Total Warrant Liabilities
Balance, December 31, 2020	$	—		$	—		$	—		$	—
Assumption in Business Combination		3,557			168			4,647			8,372
Change in fair value upon remeasurement (1)		(30	)		(2	)		(39	)		(71	)

Balance, December 31, 2021		3,527			166			4,608			8,301
Change in fair value upon remeasurement (1)		(3,354	)		(157	)		(4,379	)		(7,890	)
Repurchase (Note 9)		(22	)		(9	)		(54	)		(85	)

Balance, December 31, 2022	$	151		$	—		$	175		$	326

(1)	The change in fair value of the warrant liabilities was recognized in other income (expense), net within the consolidated statements of operations and comprehensive loss.

Schedule of Marketable Securities by Security Type

The following tables provide the Company’s marketable securities by security type (in thousands):


	As of December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Commercial paper	$	22,549	$	—	$	—		$	22,549
Corporate bonds		10,817		1		(21	)		10,797
Government bonds		18,023		—		(221	)		17,802

Total short-term marketable securities	$	51,389	$	1	$	(242	)	$	51,148


	As of December 31, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Commercial paper	$	49,136	$	—	$	—		$	49,136
Corporate bonds		15,920		4		(17	)		15,907
Foreign bonds		3,725		—		(8	)		3,717

Total short-term marketable securities	$	68,781	$	4	$	(25	)	$	68,760

Government bonds	$	18,165	$	—	$	(83	)	$	18,082
Corporate bonds		3,588		—		(15	)		3,573

Total long-term marketable securities	$	21,753	$	—	$	(98	)	$	21,655

Schedule Of Unrealized Loss On Investments

The following table indicates the length of the time that individual securities have been in a continuous unrealized loss position (dollars in thousands):


	As of December 31, 2022						As of December 31, 2021
			Less Than 12 Months						Less Than 12 Months
	Number of Investments		Fair Value		Unrealized Losses		Number of Investments		Fair Value		Unrealized Losses
Corporate bonds		4	$	9,719	$	21		5	$	12,572	$	32
Government bonds		3		17,801		221		3		18,082		83
Foreign bonds		—		—		—		2		3,717		8

Total		7	$	27,520	$	242		10	$	34,371	$	123

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2022

Balance Sheet Related Disclosures [Abstract]

Schedule of Property and Equipment, Net

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


	December 31,
	2022			2021
Leasehold improvements	$	7,052		$	7,052
Lab equipment		7,515			6,881
Furniture and office equipment		299			309
Computer equipment		119			93

Total property and equipment		14,985			14,335
Less: accumulated depreciation		(11,355	)		(9,541	)

Property and equipment, net	$	3,630		$	4,794

Schedule of Accrued and Other Liabilities

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


	December 31,
	2022		2021
Accrued payroll and related expenses	$	3,964	$	2,887
Accrued research and development expenses		1,665		3,666
Accrued professional service fees		638		1,520
Liability for early exercised stock options		89		205
Other		492		384

Accrued and other liabilities	$	6,848	$	8,662

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Summary of Lessee, Operating Lease, Liability, Maturity

Aggregate future minimum rental payments under the operating leases as of December 31, 2022, were as follows (in thousands):


Year ending December 31, 2023	$	2,596
Year ending December 31, 2024		2,670
Year ending December 31, 2025		891
Total lease payments		6,157
Less: Imputed interest		(555	)

Operating lease liabilities	$	5,602

Schedule of Supplemental Information Related to Operating Leases

The following represents supplemental information related to the Company’s operating facility leases:


	December 31,
	2022			2021
Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$	2,743		$	2,856
Weighted-average remaining lease term (in years)		2.33			3.25
Weighted-average discount rate		8.48	%		8.43	%

Common Stock Warrants (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of Common Stock Warrants Outstanding

As of December 31, 2022, the following common stock warrants were outstanding (in thousands, except per share amounts):


Type	Classification		Expiration Date		Exercise Price per Share		Number of Warrants		Fair Value
Public Warrants		Liability		August 12, 2026	$	11.50		2,733	$	151
PIPE Warrants		Liability		August 12, 2026		11.50		3,174		175

Total								5,907	$	326

Stock Based Compensation Plan (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Summary of stock option activity

A summary of option activity is set forth below (shares in thousands):


	Options Outstanding
	Number of Options			Weighted Average Exercise Price		Average Remaining Contractual Life (In years)		Aggregate Intrinsic Value (In thousands)
Outstanding – December 31, 2021		1,794		$	6.31		8.43
Granted		2,198			3.26
Forfeited		(79	)		6.13
Expired		(17	)		6.77

Outstanding – December 31, 2022		3,896			2.43		8.44	$	—

Exercisable – December 31, 2022		1,430			1.94		7.48		—

Summary of RSA Activity

The following table summarizes the Company’s RSA activity (shares in thousands):


	Number of Shares			Weighted Average Grant Date Fair Value
RSAs, unvested at December 31, 2021		161		$	9.39
Vested		(56	)		8.72

RSAs, unvested at December 31, 2022		105			9.74

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The fair value of options is estimated at the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions:


	Year Ended December 31,
	2022			2021
Expected term (in years)		6.00			6.01
Expected volatility		81.07	%		71.23	%
Risk-free rate		2.03	%		0.89	%
Dividend yield		—			—

Schedule of Stock-Based Compensation Expense

Total stock-based compensation recorded in the consolidated statements of operations and comprehensive loss related to options and RSAs was as follows (in thousands):


	Year Ended December 31,
	2022		2021
Research and development	$	1,612	$	736
General and administrative		2,905		1,580

Total stock-based compensation expense	$	4,517	$	2,316

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Summary of Net Deferred Tax Assets

Significant components of the Company’s net deferred tax assets consist of the following (in thousands):


	December 31,
	2022			2021
Deferred tax assets:
Net operating loss carryforwards	$	32,985		$	31,826
Section 174 capitalized expense		6,812			—
Research and development credits		3,775			2,392
Lease liabilities		1,096			1,521
Accrual and reserves		739			590
Employee retention credits		271			284
Stock-based compensation		201			129
Capitalized intangible costs		176			122
Fixed assets		66			—
Other		3			3

Gross deferred tax assets		46,124			36,867
Less: valuation allowance		(45,343	)		(35,665	)

Deferred tax assets, net of valuation allowance		781			1,202
Deferred tax liabilities:
Right-of-use assets		(686	)		(962	)
Fixed assets		—			(101	)
Other		(95	)		(139	)

Gross deferred tax liabilities		(781	)		(1,202	)

Total net deferred tax assets	$	—		$	—

Summary of Unrecognized Tax Benefits

A reconciliation of the Company’s unrecognized tax benefits is as follows (in thousands):


	December 31,
	2022		2021
Balance at beginning of the year	$	974	$	921
Additions based on tax positions related to current year		654		480
Reductions based on tax positions of prior year		—		(427	)

Balance at end of the year	$	1,628	$	974

Schedule of Reconciliation of U.S. Federal Statutory Income Tax Rate TO Effective Income Tax Rate

A reconciliation of the statutory U.S. federal tax rate to the Company’s effective tax rate is as follows:


	December 31,
	2022			2021
Statutory rate		21.00	%		21.00	%
State tax		2.12			(2.78	)
Tax credits		1.72			1.70
Stock-based compensation		(2.26	)		—
Change in valuation allowance		(26.88	)		(16.92	)
NOL and tax credits limited under 382		—			(2	)
Gain on warrant liabilities		4.60			—
Other		(0.30	)		(0.57	)

Total		0.00	%		0.00	%

Organization and Business - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Subsidiary Sale Of Stock [Line Items]
Net loss	$ (36,004)	$ (54,648)
Net cash used in Operation	44,145	48,813
Accumulated deficit	(178,653)	$ (142,649)
Cash, cash equivalents and marketable securities	$ 75,800

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 25: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

+ Details

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 12, 2022	Dec. 31, 2021
Restricted cash	$ 25,095		$ 33,496
Warrants outstanding	5,907,000
Class of warrants repurchased	1,300,000	1,300,000
Private Placement Warrants
Warrants outstanding	0
Class of warrants repurchased	100,000
Letter of Credit
Restricted cash	$ 400		$ 400

Summary of Significant Accounting Policies - Summary of Property and Equipment Useful Lives (Details)	12 Months Ended
	Dec. 31, 2022
Leasehold Improvements [Member]
Property, Plant and Equipment, Estimated Useful Lives	Shorter of useful life of asset or lease term
Computer Equipment [Member]
Property, Plant and Equipment, Estimated Useful Lives	3 years
Furniture Fixtures And Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment, Estimated Useful Lives	3
Furniture Fixtures And Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment, Estimated Useful Lives	8 years
Lab Equipment [Member]
Property, Plant and Equipment, Estimated Useful Lives	3 years

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share	9,930,000	9,248,000
Options Outstanding [Member]
Accounting Policies [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share	3,896,000	1,794,000
RSA [Member]
Accounting Policies [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share	105,000	161,000
Unvested common stock subject to repurchase [Member]
Accounting Policies [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share	22,000	75,000
Warrants To Purchase Common Stock [Member]
Accounting Policies [Line Items]
Antidilutive securities excluded from computation of diluted net loss per share	5,907,000	7,218,000

Recapitalization - Additional Information (Details) $ / shares in Units, $ in Thousands		1 Months Ended	12 Months Ended
	Aug. 11, 2021 $ / shares shares	Aug. 31, 2021 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Subsidiary Sale Of Stock [Line Items]
Proceeds from issuance of common stock upon Business Combination and PIPE Financing, net of transaction costs			$ 0	$ 124,220
Transaction costs		$ 400
Reduction Of Additional Paid In Capital		$ 5,900
Exchange ratio		0.175648535	0.175648535
Surrozen Inc
Subsidiary Sale Of Stock [Line Items]
Goodwill		$ 0
Private Investment In Public Entity Offering
Subsidiary Sale Of Stock [Line Items]
Share issued, shares \| shares	12,000,000
Shares issued, price per share \| $ / shares	$ 10
Proceeds from cash acquired through acquisition and PIPE offering		128,800
Proceeds from issuance of common stock upon Business Combination and PIPE Financing, net of transaction costs		8,600
Proceeds from issuance of units upon PIPE Financing		120,200
Transaction costs		$ 6,300

Fair Value Measurement - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details)) - Fair Value, Recurring - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

Assets:

Assets

$ 64,324

$ 122,725

Liabilities(2):

Liabilities

326

8,301

^[1]

Money Market Funds

Assets:

Assets

9,194

32,310

^[2]

Commercial Paper

Assets:

Assets

22,549

49,136

Corporate Bond

Assets:

Assets

10,797

19,480

Government Bonds

Assets:

Assets

17,802

18,082

Government agency debt securities

Assets:

3,982

Assets:

3,717

Liabilities(2):

151

3,527

^[1]

Private Placement Warrants

Liabilities(2):

Liabilities

^[1]

166

P I P E Warrants

Liabilities(2):

Liabilities

175

4,608

^[1]

Level 1

Assets:

Assets

9,194

32,310

Liabilities(2):

Liabilities

151

3,527

^[1]

Level 1 | Money Market Funds

Assets:

Assets

9,194

32,310

^[2]

Level 1 | Commercial Paper

Assets:

Assets

Level 1 | Corporate Bond

Assets:

Assets

Level 1 | Government Bonds

Assets:

Assets

Level 1 | Government agency debt securities

Assets:

Assets

Level 1 | Foreign Bonds

Assets:

Assets

Level 1 | Public Warrants

Liabilities(2):

Liabilities

151

3,527

^[1]

Level 1 | Private Placement Warrants

Liabilities(2):

Liabilities

^[1]

Level 1 | P I P E Warrants

Liabilities(2):

Liabilities

^[1]

Level 2

Assets:

Assets

55,130

90,415

Liabilities(2):

Liabilities

175

4,774

^[1]

Level 2 | Money Market Funds

Assets:

Assets

^[2]

Level 2 | Commercial Paper

Assets:

Assets

22,549

49,136

Level 2 | Corporate Bond

Assets:

Assets

10,797

19,480

Level 2 | Government Bonds

Assets:

Assets

17,802

18,082

Level 2 | Government agency debt securities

Assets:

Assets

3,982

Level 2 | Foreign Bonds

Assets:

Assets

3,717

Level 2 | Public Warrants

Liabilities(2):

Liabilities

^[1]

Level 2 | Private Placement Warrants

Liabilities(2):

Liabilities

^[1]

166

Level 2 | P I P E Warrants

Liabilities(2):

Liabilities

175

4,608

^[1]

Level 3

Assets:

Assets

Liabilities(2):

Liabilities

^[1]

Level 3 | Money Market Funds

Assets:

Assets

^[2]

Level 3 | Commercial Paper

Assets:

Assets

Level 3 | Corporate Bond

Assets:

Assets

Level 3 | Government Bonds

Assets:

Assets

Level 3 | Government agency debt securities

Assets:

Assets

Level 3 | Foreign Bonds

Assets:

Assets

Level 3 | Public Warrants

Liabilities(2):

Liabilities

^[1]

Level 3 | Private Placement Warrants

Liabilities(2):

Liabilities

^[1]

Level 3 | P I P E Warrants

Liabilities(2):

Liabilities

$ 0

^[1]

[1]	See the definition and discussion of Public Warrants, Private Placement Warrants and PIPE Warrants in Note 11.
[2]	They are included in cash and cash equivalents on the consolidated balance sheets as of December 31, 2022 and 2021.

Fair Value Measurement - Additional Information (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Transfers of financial instruments \| $	$ 0
Other-than-temporary Impairment Loss, Debt Securities, Available-for-sale \| $	$ 0
P I P E Warrants \| Measurement Input, Expected Dividend Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Alternative Investment, Measurement Input	0
Minimum [Member] \| P I P E Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Stock price to redeem warrants \| $ / shares	$ 10
Maximum [Member] \| P I P E Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Stock price to redeem warrants \| $ / shares	$ 18

Fair Value Measurement - Schedule of Measurement of PIPE Warrants with Binomial Lattice Model (Details)	Aug. 11, 2021 yr
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants, Measurement Input	0.0081
Expected Term (Years)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants, Measurement Input	5.01
Expected Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants, Measurement Input	0.189
Dividend Yield
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants, Measurement Input	0

Fair Value Measurement - Summary of Changes in Fair Value of Warrant Liabilities (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Balance, beginning of period

$ 8,301

$ 0

Assumption in Business Combination

8,372

Change in fair value upon remeasurement

^[1]

(7,890)

(71)

Repurchase (Note 9)

(85)

Balance, end of period

326

8,301

Public Warrants

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Balance, beginning of period

3,527

Assumption in Business Combination

3,557

Change in fair value upon remeasurement

^[1]

(3,354)

(30)

Repurchase (Note 9)

(22)

Balance, end of period

151

3,527

Private Placement Warrants

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Balance, beginning of period

166

Assumption in Business Combination

168

Change in fair value upon remeasurement

^[1]

(157)

(2)

Repurchase (Note 9)

(9)

Balance, end of period

166

P I P E Warrants

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Balance, beginning of period

4,608

Assumption in Business Combination

4,647

Change in fair value upon remeasurement

^[1]

(4,379)

(39)

Repurchase (Note 9)

(54)

Balance, end of period

$ 175

$ 4,608

[1]	The change in fair value of the warrant liabilities was recognized in other income (expense), net within the consolidated statements of operations and comprehensive loss.

Fair Value Measurement - Schedule of Marketable Securities by Security Type (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Amortized Cost Current	$ 51,389	$ 68,781
Amortized Cost, Non-current		21,753
Gross Unrealized Gains, Current	1	4
Gross Unrealized Gains, Non-current		0
Gross Unrealized Losses, Current	(242)	(25)
Gross Unrealized Gains, Non-current		(98)
Debt Securities, Available-for-sale, Current, Total	51,148	68,760
Fair Value, Non-current		21,655
Commercial Paper
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Amortized Cost Current	22,549	49,136
Gross Unrealized Gains, Current	0	0
Gross Unrealized Losses, Current	0	0
Debt Securities, Available-for-sale, Current, Total	22,549	49,136
Corporate Bond
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Amortized Cost Current	10,817	15,920
Amortized Cost, Non-current		3,588
Gross Unrealized Gains, Current	1	4
Gross Unrealized Gains, Non-current		0
Gross Unrealized Losses, Current	(21)	(17)
Gross Unrealized Gains, Non-current		(15)
Debt Securities, Available-for-sale, Current, Total	10,797	15,907
Fair Value, Non-current		3,573
Foreign Bonds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Amortized Cost Current		3,725
Gross Unrealized Gains, Current		0
Gross Unrealized Losses, Current		(8)
Debt Securities, Available-for-sale, Current, Total		3,717
Government Bonds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Amortized Cost Current	18,023
Amortized Cost, Non-current		18,165
Gross Unrealized Gains, Current	0
Gross Unrealized Gains, Non-current		0
Gross Unrealized Losses, Current	(221)
Gross Unrealized Gains, Non-current		(83)
Debt Securities, Available-for-sale, Current, Total	$ 17,802
Fair Value, Non-current		$ 18,082

Fair Value Measurement - Schedule of Individual Securities Unrealized Loss Position (Details) $ in Thousands	Dec. 31, 2022 USD ($) Investments	Dec. 31, 2021 USD ($) Investments
Debt Securities, Available-for-Sale [Line Items]
Number Of Positions \| Investments	7	10
Less then 12 Months, Fair Value	$ 27,520	$ 34,371
Less then 12 Months, Unrealized Losses	$ 242	$ 123
Corporate Bond
Debt Securities, Available-for-Sale [Line Items]
Number Of Positions \| Investments	4	5
Less then 12 Months, Fair Value	$ 9,719	$ 12,572
Less then 12 Months, Unrealized Losses	$ 21	$ 32
Government Bonds
Debt Securities, Available-for-Sale [Line Items]
Number Of Positions \| Investments	3	3
Less then 12 Months, Fair Value	$ 17,801	$ 18,082
Less then 12 Months, Unrealized Losses	$ 221	$ 83
Foreign Bonds
Debt Securities, Available-for-Sale [Line Items]
Number Of Positions \| Investments	0	2
Less then 12 Months, Fair Value	$ 0	$ 3,717
Less then 12 Months, Unrealized Losses	$ 0	$ 8

Balance Sheet Components - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Property and equipment	$ 14,985	$ 14,335
Less: accumulated depreciation	(11,355)	(9,541)
Property and equipment, net	3,630	4,794
Leasehold improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment	7,052	7,052
Lab equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment	7,515	6,881
Furniture and office equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment	299	309
Computer equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment	$ 119	$ 93

Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Depreciation	$ 1,955	$ 2,066

Balance Sheet Components - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Accrued payroll and related expenses	$ 3,964	$ 2,887
Accrued research and development expenses	1,665	3,666
Accrued professional service fees	638	1,520
Liability for early exercised stock options	89	205
Other	492	384
Accrued and other liabilities	$ 6,848	$ 8,662

Leases - Additional Information (Details) m² in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jan. 31, 2020 m²	Aug. 31, 2016 ft²
Lessee Lease Description [Line Items]
Area of real estate property \| m²			6,478
Restricted cash	$ 405	$ 405
Operating lease term			18 months
Operating Lease, Expense	$ 1,900	$ 2,000
CALIFORNIA \| Eight Years [Member]
Lessee Lease Description [Line Items]
Area of real estate property \| ft²				32,813
Operating lease month of expiry of lease	2025-04
Restricted cash	$ 400

Leases - Summary Of Lessee, Operating Lease, Liability, Maturity (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
Year ending December 31, 2023	$ 2,596
Year ending December 31, 2024	2,670
Year ending December 31, 2025	891
Total lease payments	6,157
Less: Imputed interest	(555)
Operating lease liabilities	$ 5,602

Leases - Schedule of Supplemental Information Related to Operating Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$ 2,743	$ 2,856
Weighted-average remaining lease term (in years)	2 years 3 months 29 days	3 years 3 months
Weighted-average discount rate	8.48%	8.43%

Collaboration and License Agreement (Additional Information) (Details) - Collaboration and License Agreement with BI [Member] - USD ($) $ in Millions	1 Months Ended		12 Months Ended
	Nov. 30, 2022	Oct. 31, 2022	Dec. 31, 2022
Non-refundable upfront payment received		$ 12.5	$ 12.5
Success-based milestone payments		587.0
Upfront Payment	$ 10.5
Associated withholding tax		2.0
Transaction price		$ 12.5
Accounts Receivable [Member]
Associated withholding tax			$ 2.0

License Agreements - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended			12 Months Ended
	Jun. 30, 2018	Sep. 30, 2016	Mar. 31, 2016	Dec. 31, 2022	Dec. 31, 2021
Research and development				$ 37,013	$ 40,177
Stanford License Agreements [Member] \| Stanford [Member]
Payments for milestone agreement or earned royalties on achievement of milestones			$ 5,000
Payments for achievement of specified development and regulatory milestones	$ 400
Research and development				200	100
Payments for milestone agreement on achievement of milestones				0
U C S F License And Option Agreements [Member] \| Stanford [Member]
Research and development				100	50,000
Payments for milestone agreement on achievement of milestones				0
Distributed Bio Subscription Agreement [Member]
Payments for achievement of specified development and regulatory milestones		$ 5,900
Distributed Bio Subscription Agreement [Member] \| Stanford [Member]
Research and development				200	300
Payments for milestone agreement on achievement of milestones				$ 100	$ 50,000
Maximum [Member] \| Stanford License Agreements [Member] \| Stanford [Member]
Payments for milestone agreement or earned royalties on achievement of milestones			$ 900

Related Party Transactions (Additional Information) (Details) - USD ($) $ in Thousands	Dec. 12, 2022	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Share repurchased, shares	5,400,000
Class of warrants repurchased	1,300,000	1,300,000
Repurchase of warrants or repurchase price	$ 2,600
Common stock purchase price	2,700
Warrant liability	$ 100	$ 326	$ 8,301

Stockholders' Equity (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	12 Months Ended
	Apr. 27, 2022	Feb. 28, 2022	Dec. 31, 2022	Dec. 31, 2021
Common shares, shares issued			30,088,000	35,034,000
Common stock issued			$ 3	$ 4
Closing Sale Price Not Below 1200 Per Share [Member]
Common stock per share		$ 12
Lincoln Park [Member]
Common shares, shares issued		100,000	0
Common stock with the fair value		$ 300
Common stock purchase commitment		$ 100
Common stock per share		$ 1
Sole discretion purchase common stock		30,000
Description of common stock closing sale transaction			The Regular Purchase Share Limit may be increased to up to 35,000 shares and 40,000 shares if the closing price of the Company’s common stock is not below $10.00 per share and $12.00 per share, respectively. Any single purchase of the Company’s common stock shall not exceed $3.5 million.
Purchase price of additional shares		purchase price per share equal to 96% of the lower of (i) the closing price of the Company’s common stock on the purchase date and (ii) the volume weighted average price of the Company’s common stock on the purchase date.
Share issued, shares			0
Lincoln Park [Member] \| Closing Sale Price Not Below 10.00 per Share [Member]
Common stock per share		$ 10
Guggenheim Securities, LLC [Member]
Common stock issued			$ 23,000
Compensation payable			3.00%
Maximum [Member]
Sale of stock, consideration received on transaction		$ 3,500
Maximum [Member] \| Closing Sale Price Not Below 10.00 per Share [Member]
Common shares, shares issued		35,000,000
Maximum [Member] \| Closing Sale Price Not Below 1200 Per Share [Member]
Common shares, shares issued		40,000,000
Maximum [Member] \| Lincoln Park [Member]
Sale of stock, consideration received on transaction		$ 50,000
Common shares, shares issued		7,000,000
Stock Issuance period	36 months
Purchase of additional shares		500,000
Minimum [Member] \| Lincoln Park [Member]
Sale of stock, consideration received on transaction		$ 30,000

Common Stock Warrants - Additional Information (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 12, 2022
Common Stock Warrants Outstanding	5,907,000
Common Stock Warrants Expiration Date	Aug. 12, 2026
Class of warrants repurchased	1,300,000		1,300,000
Warrant Redemption Condition Minimum Share Price Scenario Two	$ 18
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1	$ 11.5
Common Stock
Issuance of Series C redeemable convertible preferred stock, net of issuance costs, shares		12,000,000
Public Warrants
Common Stock Warrants Outstanding	2,733,000
Common stock warrants issued as part of business combination	3,100,000
Common Stock Warrants Expiration Date	Aug. 12, 2026
Warrant Redemption Period	30 days
Class of warrants repurchased	300,000
Warrant Redemption Condition Minimum Share Price Scenario One	$ 10
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1	11.5
Public Warrants \| Common Stock, Closing Price equals or Exceeds $18 Per Share [Member]
Redemption Price Per Public Warrant	0.01
Issuance of common stock Per Share	18
Public Warrants \| Common Stock, Closing Price equals or Exceeds $10 Per Share [Member]
Redemption Price Per Public Warrant	0.1
Issuance of common stock Per Share	$ 10
Private Placement Warrants
Common Stock Warrants Outstanding	0
Common stock warrants assumed as part of business combination	100,000
Class of warrants repurchased	100,000
P I P E Warrants
Common Stock Warrants Outstanding	3,174,000	4,000,000
Common stock warrants issued as part of business combination		12,000,000
Common Stock Warrants Expiration Date	Aug. 12, 2026
Class of warrants repurchased	800,000
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights1	$ 11.5

Common Stock Warrants - (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class Of Warrant Or Right [Line Items]
Common Stock Warrants Expiration Date	Aug. 12, 2026
Common stock warrants exercise price per share	$ 11.5
Common Stock Warrants Outstanding	5,907,000
Common Stock Warrants Fair Value	$ 326
Public Warrants
Class Of Warrant Or Right [Line Items]
Common Stock Warrant Classification	Liability
Common Stock Warrants Expiration Date	Aug. 12, 2026
Common stock warrants exercise price per share	$ 11.5
Common Stock Warrants Outstanding	2,733,000
Common Stock Warrants Fair Value	$ 151
P I P E Warrants
Class Of Warrant Or Right [Line Items]
Common Stock Warrant Classification	Liability
Common Stock Warrants Expiration Date	Aug. 12, 2026
Common stock warrants exercise price per share	$ 11.5
Common Stock Warrants Outstanding	3,174,000	4,000,000
Common Stock Warrants Fair Value	$ 175

Stock Based Compensation Plan - Additional Information (Details) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Oct. 31, 2022 Employees $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting Period		4 years
Cliff vesting period		1 year
Intrinsic value of options exercised \| $		$ 0	$ 1,200
Weighted average grant date fair value/shares \| $ / shares		$ 2.28	$ 6.36
Unrecognized stock based compensation expense \| $		$ 9,900
Weighted-average period		2 years 6 months
Common shares, shares issued \| shares		30,088,000	35,034,000
Stock options outstanding \| shares	1,300,000	3,896	1,794
Number of employees held stock options \| Employees	59
Weighted average exercise price \| $ / shares	$ (8.81)
Incremental expense \| $		$ 700
vested member
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Incremental expense \| $		300
unvested member
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Incremental expense \| $		400
RSA [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair value of RSAs vested \| $		$ 200	$ 600
Employee stock purchase plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares reserved for future issuance \| shares		600,000
Percentage of discount payroll deductions		15.00%
Common stock trading description		The eligible employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the purchase day.
Common shares, shares issued \| shares		300,000
2015 stock plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expiration period		10 years
2021 Stock Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares reserved for future issuance \| shares		3,700,000
Stock options outstanding \| shares	1,300,000
Weighted average exercise price \| $ / shares	$ 2.16
2021 Stock Plan [Member] \| Employee Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Description of modification of options		Options under the 2021 Plan generally vest over four years.
2021 Stock Plan [Member] \| Employee Stock \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expiration period		10 years

Stock Based Compensation Plan - Summary of Stock Option Activity for Company's Stock Option Plans (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options Outstanding Beginning Balance	1,794
Number of Options Granted	2,198
Number of options Forfeited	(79)
Number of Options Cancelled	(17)
Number of Options Outstanding Ending Balance	3,896	1,794
Number of Options outstanding and exercisable	1,430
Weighted Average Exercise Price Outstanding, Beginning Balance \| $ / shares	$ 6.31
Weighted Average Exercise Price Granted	3.26
Weighted Average Exercise Price Forfeited	6.13
Weighted Average Exercise Price Cancelled	6.77
Weighted Average Exercise Price Outstanding, Ending Balance	2.43	$ 6.31
Weighted Average Exercise Price Options outstanding and exercisable	$ 1.94
Weighted Average Remaining Contractual Life (In Years)	8 years 5 months 8 days	8 years 5 months 4 days
Weighted Average Remaining Contractual Life, exercisable (In Years)	7 years 5 months 23 days

Stock Based Compensation Plan - Summary of RSA Activity (Details) - RSA [Member]	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Beginning Balance \| shares	161
Number of Shares RSAs, Vested \| shares	(56)
Number of Shares RSAs, unvested, Ending Balance \| shares	105
Weighted Average Grant Date Fair Value RSAs, Unvested Beginning Balance \| $ / shares	$ 9.39
Weighted Average Grant Date Fair Value RSAs, Vested \| $ / shares	8.72
Weighted Average Grant Date Fair Value RSAs, Unvested Ending Balance \| $ / shares	$ 9.74

Stock Based Compensation Plan- Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Options (Details) - Stock Option	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	6 years	6 years 3 days
Expected volatility	81.07%	71.23%
Risk-free rate	2.03%	0.89%
Dividend yield	0.00%	0.00%

Stock Based Compensation Plan - Schedule of Stock-Based Compensation Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
General and administrative	$ 19,826	$ 14,214
Total stock-based compensation expense	4,517	2,316
Research and Development Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Research and development	1,612	736
General and Administrative Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
General and administrative	$ 2,905	$ 1,580

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jan. 01, 2022
Operating Loss Carryforwards [Line Items]
Tax credit carry forwards expiration start year	2036
Research and development credits	$ 3,775,000	$ 2,392,000
Deferred tax assets, deferred expense, capitalized research and development costs increase				$ 6,700,000
Uncertain income tax position, Description	An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.
Reinsurance Retention Policy Amount Retained		1,000,000	$ 300,000
Income tax expense (benefit)	$ 0	0
Net valuation allowance increased		$ 9,700,000
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Tax credit carry forward	1,300,000
Capitalized expenses, amortization period				5 years
Net operating loss carryforwards	$ 139,400,000
Domestic Tax Authority [Member] \| Research Tax Credit Carryforward [Member]
Operating Loss Carryforwards [Line Items]
Tax credit carry forwards expiration start year	2036
Research and development credits	$ 2,200,000
Domestic Tax Authority [Member] \| Indefinite Tax Year [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	127,000,000
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Tax credit carry forward	27,400,000
Research and development credits	3,800,000
Capitalized expenses, amortization period				15 years
Net operating loss carryforwards	$ 53,000,000
State and Local Jurisdiction [Member] \| Research Tax Credit Carryforward [Member]
Operating Loss Carryforwards [Line Items]
Tax credit carry forwards expiration start year	indefinitely

Income Taxes - Summary of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Net operating loss carryforwards	$ 32,985	$ 31,826
Section 174 capitalized expense	6,812	0
Research and development credits	3,775	2,392
Lease liabilities	1,096	1,521
Accrual and reserves	739	590
Employee retention credits	271	284
Capitalized intangible costs	176	122
Stock-based compensation	201	129
Fixed assets	66	0
Other	3	3
Gross deferred tax assets	46,124	36,867
Less valuation allowance	(45,343)	(35,665)
Deferred tax assets, net of valuation allowance	781	1,202
Deferred tax liabilities
Right-of-use assets	(686)	(962)
Fixed assets	0	(101)
Other	(95)	(139)
Gross deferred tax liabilities	(781)	(1,202)
Total net deferred tax assets	$ 0	$ 0

Income Taxes - Summary of Tax Benefits (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Balance at beginning of the year	$ 974	$ 921
Additions based on tax positions related to current year	654	480
Reductions based on tax positions of prior year	0	(427)
Balance at end of the year	$ 1,628	$ 974

Income Taxes - Schedule of Reconciliation of U.S. Federal Statutory Income Tax Rate TO Effective Income Tax Rate (Detail)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory rate	21.00%	21.00%
State tax	2.12%	(2.78%)
Tax credits	1.72%	1.70%
Stock-based compensation	(2.26%)	0.00%
Change in valuation allowance	(26.88%)	(16.92%)
NOL and tax credits limited under 382	0.00%	(2.00%)
Gain on warrant liabilities	4.60%	0.00%
Other	(0.30%)	(0.57%)
Effective Income Tax Rate Reconciliation, Percent, Total	0.00%	0.00%

401(K) Plan Additional Information (Details) $ in Millions	12 Months Ended
401(K) Plan Additional Information (Details) $ in Millions	Dec. 31, 2022 USD ($)
Retirement Benefits [Abstract]
Company's Contributions	$ 0.2

Subsequent Events (Additional Information) (Details) - Subsequent Events - USD ($) $ in Millions	Feb. 28, 2023	Jan. 31, 2023
Subsequent Event [Line Items]
Workforce reduction		25.00%
Restructuring Charges		$ 1.2
Percent of Contract Price	50.00%