0001193125-22-087454 | 10-K | XBRL Viewer

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Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 111,459	$ 61,792
Restricted cash	105
Prepaid expenses	182	1,104
Other current assets	95	214
Total Current Assets	111,841	63,110
Right-of-use assets	3,949
Property, plant and equipment, net	233	0
Other assets	1,653	82
Total Assets	117,676	63,192
Current Liabilities
Accounts payable	2,019	491
Accrued expenses	4,715	0
Lease liability	738
License payable		5,000
Due to related parties		14
Common stock warrant liabilities	6,447	32,308
Total Current Liabilities	13,919	37,813
Lease liability, net of current portion	3,436
Total Liabilities	17,355	37,813
Commitments and contingencies—Note 9
Stockholders' equity
Preferred stock, $0.0001 par value; 30,000,000 shares authorized, none issued and outstanding as of December 30, 2021 and 2020
Common stock, $0.0001 par value; 120,000,000 shares authorized; 21,057,560 shares and 13,984,441 shares issued and outstanding as of December 31, 2021 and 2020, respectively	2	1
Additional paid-in capital	156,311	42,043
Accumulated other comprehensive loss	(21)
Accumulated deficit	(55,971)	(16,665)
Total stockholders' equity	100,321	25,379
Total liabilities and stockholders' equity	$ 117,676	$ 63,192

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock shares authorized	30,000,000	30,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	120,000,000	120,000,000
Common stock shares issued	21,057,560	13,984,441
Common stock shares outstanding	21,057,560	13,984,441

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating expenses:
General and administrative	$ 22,575	$ 3,598
Research and development—license acquired		5,000
Research and development	40,081	2,116
Total operating expenses	62,656	10,714
Loss from operations	(62,656)	(10,714)
Other income (expense)
Change in fair value of warrant liabilities	23,358	(5,136)
Financing costs—derivative warrant liabilities		(762)
Other expense	(8)	(8)
Total other income (expense)	23,350	(5,906)
Net loss	(39,306)	(16,620)
Other comprehensive loss:
Net foreign currency translation loss	(21)
Comprehensive loss	$ (39,327)	$ (16,620)
Net loss per common share, basic and diluted	$ (2.29)	$ (3.16)
Weighted average common shares outstanding, basic and diluted	17,176	5,252

Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Subscription Receivable	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning Balance at Dec. 31, 2019	$ (44)	$ 1	$ (1)	$ 1		$ (45)
Beginning Balance, Shares at Dec. 31, 2019		5,196
Proceeds from reverse acquisition, net of transaction costs and warrant liabilities	37,660			37,660
Proceeds from reverse acquisition, net of transaction costs and warrant liabilities, Shares		8,484
Proceeds from Founders	1		$ 1
Issuance of restricted stock, Shares		304
Stock-based compensation	4,382			4,382
Net loss	(16,620)					(16,620)
Ending Balance at Dec. 31, 2020	25,379	$ 1		42,043		(16,665)
Ending Balance, Shares at Dec. 31, 2020		13,984
Stock-based compensation	23,313			23,313
Issuance of common stock from private placement, net of transaction costs	47,431	$ 1		47,430
Issuance of common stock from private placement, net of transaction costs, Shares		3,500
Issuance of common stock from warrant exercises	40,671			40,671
Issuance of common stock from warrant exercises, Shares		3,537
Issuance of common stock from employee stock plans	351			351
Issuance of common stock from employee stock plans, Shares		36
Reclassification of warrant liabilities to equity due to warrant exercises for cash	2,503			2,503
Cumulative translation adjustment	(21)				$ (21)
Net loss	(39,306)					(39,306)
Ending Balance at Dec. 31, 2021	$ 100,321	$ 2		$ 156,311	$ (21)	$ (55,971)
Ending Balance, Shares at Dec. 31, 2021		21,057

Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Offering costs	$ 3,320

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net loss	$ (39,306)	$ (16,620)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization on debt discount		20
Depreciation and amortization	25
Stock-based compensation	23,313	4,382
Amortization of right-of-use assets	315
Change in fair value of warrant liabilities	(23,358)	5,136
Financing costs—derivative warrant liabilities		762
Research and development-acquired license, expensed		5,000
Changes in operating assets and liabilities:
Prepaid and other current assets	1,041	(1,318)
Other assets	(1,571)	(82)
Accounts payable	1,528	456
Accrued expenses	4,715
Lease liability	(90)
Due to related parties	(14)	(15)
Net cash used in operating activities	(33,402)	(2,279)
Cash Flows from Investing Activities:
Research and development-acquired license	(5,000)
Capital expenditures	(258)
Net cash used in investing activities	(5,258)
Cash Flows from Financing Activities:
Net proceeds from reverse acquisition		64,070
Proceeds from private placement, net of transaction costs	47,431
Proceeds from warrants exercised for cash, net of redemption cost	40,671
Proceeds from issuance of common stock from employee stock plans	351
Proceeds from Founders		1
Proceeds from issuance of notes payable to related parties		300
Repayment of notes payable to related parties		(300)
Net cash provided by financing activities	88,453	64,071
Effect of exchange rate changes on cash and restricted cash	(21)
Net increase in cash and restricted cash	49,772	61,792
Cash and restricted cash at beginning of year	61,792
Cash and restricted cash at end of year	111,564	61,792
Supplemental disclosure of cash flow information:
Cash paid for interest	25	$ 25
Supplemental schedule of non-cash investing and financing activities:
Reclassification of warrant liabilities to equity due to warrant exercises for cash	2,503
Right-of-use assets obtained in exchange for operating lease liabilities	$ 4,264

Nature of Business	12 Months Ended
Nature of Business	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	1. Nature of Business Organization LSAC was initially formed on December 19, 2018 as a Delaware corporation 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 September 25, 2020, LSAC entered into the Merger Agreement with the Merger Sub, Legacy Vincera Pharma and Raquel E. Izumi, as the representative of the Legacy Holders. Pursuant to the terms of the Merger Agreement, a business combination between LSAC and Legacy Vincera Pharma was effected through the merger of Merger Sub with and into Legacy Vincera Pharma, with Legacy Vincera Pharma surviving as the surviving company and as a wholly-owned subsidiary of LSAC. On December 23, 2020, and in connection with the closing of the Business Combination, LSAC changed its name to Vincera Pharma, Inc. In January 2021, Vincera Pharma, Inc. changed its name to Vincerx Pharma, Inc. (together with its consolidated subsidiaries, the “Company”). The Company is a clinical-stage biopharmaceutical company focused on leveraging its extensive development and oncology expertise to advance new therapies intended to address unmet medical needs for the treatment of cancer. The Company’s current pipeline is entirely derived from the Bayer License Agreement (see Note 4), pursuant to which the Company has been granted an exclusive, royalty-bearing, worldwide license under certain Bayer patents and know-how to develop, use, manufacture, commercialize, sublicense and distribute a clinical-stage and follow-on small molecule drug program and a preclinical stage bioconjugation platform, which includes next-generation antibody-drug conjugates and innovative small molecule drug conjugates. The Company intends to use these product candidates to treat various cancers in a patient-specific, targeted approach. During the early months of 2020, COVID-19 emerged and subsequently spread world-wide. The World Health Organization declared COVID-19 a pandemic resulting in federal, state and local governments and private entities mediating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders, and advisories and quarantining people who may have been exposed to the virus. The COVID-19 pandemic continues to evolve, and as a result, the Company continues to assess the effect that it could have on our business and operations. The extent to which COVID-19 may impact our business and operations will depend on future developments that are highly uncertain and cannot be predicted with confidence, such as duration of the pandemic, the emergence and severity of new variants of the virus, additional or modified government actions, new information concerning the severity and impact of the virus, the timing, availability, efficacy, adoption and distribution of vaccines or other preventative treatments, travel restrictions, quarantines, social distancing requirements and business closures, and other actions taken to contain the virus or address its impact. The Company does not yet know the full extent of potential delays or impacts on our business and operations, our clinical trials, our research programs, healthcare systems or the global economy. While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, it could result in significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our common stock.

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with GAAP as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). They include the accounts of Vincerx and its wholly-owned subsidiaries VNRX Corp. and Vincerx Pharma GmbH. All intercompany accounts and transactions have been eliminated. Pursuant to the Merger Agreement, the Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, LSAC is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of Legacy Vincera Pharma issuing stock for the net assets of LSAC, accompanied by a recapitalization. As a result, references to the “Company” herein may refer to Legacy Vincera Pharma prior to the consummation of the Business Combination. The acquired net assets of LSAC are stated at historical cost, with no goodwill or other intangible assets recorded. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements as well as reported amounts of expenses during the reporting periods. Estimates made by the Company include, but are not limited to, those related to the valuation of common stock prior to the Business Combination, common stock warrant liabilities and stock-based compensation. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. Concentrations of Credit Risk The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, development by the Company or its competitors of technological innovations, risks of failure of clinical studies, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to transition from preclinical manufacturing to commercial production of products. The Company’s future product candidates will require approvals from the U.S. Food and Drug Administration and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval for any product candidate, it could have a material adverse impact on the Company. Cash and Cash Equivalents Management considers all highly liquid investments with an insignificant interest rate risk and original maturities of three months or less to be cash equivalents. There were no cash equivalents as of December 31, 2021. Restricted Cash Restricted cash represents cash deposits with financial institutions in support of letters of credit outstanding in favor of certain landlords related to non-cancelable operating lease agreements to leased office spaces. Property, Plant and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided for using straight-line methods, in amounts sufficient to charge the cost of depreciable assets to operations over their estimated service lives. Repairs and maintenance costs are charged to operations as incurred. The Company assesses its long-lived assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining lives of such assets. If these projected undiscounted net future cash flows are less than the carrying amounts, an impairment loss would be recognized, resulting in a write-down of the assets with a corresponding charge to earnings. The impairment loss is measured based upon the difference between the carrying amounts and the fair values of the assets. There has been no impairment loss as of December 31, 2021. Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities measured on a recurring and nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, used to determine the fair value of its financial instruments. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Level 1 – Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. Private Warrant Liability As of December 31, 2021 and 2020, there were 3,295,000 and 10,133,767 warrants to purchase common stock outstanding, respectively. The 10,133,767 warrants as of December 31, 2020 consisted of 6,563,767 public warrants (which included 2,744,586 public warrants constituting part of the units) and 3,570,000 private warrants. Each unit consisted of one share of common stock and one public warrant exercisable for one-half of one share of common stock. Each public warrant entitled the registered holder to purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share of common stock, subject to adjustment as discussed below, at any time commencing on the later of one year after the closing of the initial public offering of LSAC or the consummation of a business combination. The private warrants are identical to the warrants underlying the units except that (i) each private warrant is exercisable for one share of common stock at an exercise price of $11.50 per share and (ii) such private warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such private warrants is not effective) or on a cashless basis, at the holder’s option (except with respect to 500,000 of the private warrants held by Rosedale Park, LLC and 500,000 of the private warrants held by LifeSci Holdings LLC, which were amended to remove the cashless exercise provision), and will not be redeemable by the Company (except with respect to 500,000 of the private warrants held by Rosedale Park, LLC and 500,000 of the private warrants held by LifeSci Holdings LLC, which were amended to include a redemption provision substantially identical to that of the public warrants; provided, however, that such redemption rights may not be exercised during the first 12 months following the closing of the Business Combination unless the last sales price of the Company’s common stock has been equal to or greater than $ 20.00 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which notice of redemption is given), in each case so long as they are still held by the initial purchasers or their affiliates. The private warrants purchased by Rosedale Park, LLC will expire on March 5, 2025 , provided that once the private warrants are not beneficially owned by Chardan Capital Markets, LLC or any of its related persons anymore, the private warrants may not be exercised five years following the completion of the Business Combination . The Company evaluated the public and private warrants under ASC 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity”, and concluded that certain of the private warrants do not meet the criteria to be classified in stockholders’ equity. Because post Business Combination, these private warrants could be transferred to a non-permitted transferee and become public warrants (i.e., become subject to redemption and no longer have a cashless exercise feature), the settlement value of the private warrants is dependent, in part, on the holder of these private warrants at the time of settlement. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s common stock, these private warrants fail the indexation guidance in ASC 815-40. This conclusion excludes the 500,000 private warrants held by LifeSci Holdings LLC, which had been amended in connection with the Business Combination to remove the cashless exercise provision and include a redemption provision, as described above. Since these private warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations at each reporting date. The estimated fair value of the private warrants is determined with Level 3 inputs using Black-Scholes and Monte Carlo simulations. Leases Effective January 1, 2021, the Company adopted FASB ASC Topic 842, “Leases” (“ASC 842”), using the required modified retrospective approach and utilizing the effective date as its date of initial application, for which prior periods are presented in accordance with the previous guidance in ASC 840, “Leases”. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use assets may be required for items such as incentives received. The interest rate implicit in the Company’s leases is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term and in a similar economic environment (see Note 7). In accordance with ASC 842, components of a lease should be allocated between lease components (e.g., land, building, etc.) and non-lease components (e.g., common area maintenance, consumables, etc.). The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as a single operating segment. Research and Development Costs The Company expenses research and development costs as operating expenses as incurred. These expenses include acquired in-process research and development expenses for which there is no alternative future use, salaries for research and development personnel, consulting fees, product development, pre-clinical studies, clinical trial costs, and other fees and costs related to the development of the technology. Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards made to employees, directors, and non-employees, including stock options and restricted shares, based on estimated fair values recognized over the requisite service period. The fair value of options granted is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, and an assumed risk-free interest rate. The Company accounts for forfeitures when they occur. The Company uses the simplified calculation of the expected life, which takes into consideration the grant’s contractual life and vesting period and assumes that all options will be exercised between the vesting date and the contractual term of the option. No awards have been issued with a market condition or other non-standard terms. The estimate for volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. Since these comparable companies operate in the same industry segment, the Company expects that it would share similar characteristics, such as risk profiles, volatility, capital intensity and market growth patterns and drivers. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. Income Taxes Income taxes are recorded in accordance with ASC 740, “Income Taxes” (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, and net operating loss (“NOL”) carryforwards and research and development tax credit (“R&D Credit”) carryforwards. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance to reduce its net deferred income tax assets to zero. In the event the Company were to determine that it would be able to realize some or all its deferred income tax assets in the future, an adjustment to the deferred income tax asset valuation allowance would increase income in the period such determination was made. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. At December 31, 2021 and 2020, the Company had no liability for income tax associated with uncertain tax positions. The Company would recognize any corresponding interest and penalties associated with its income tax positions in income tax expense. There was no income tax interest or penalties incurred in 2021 or 2020. Comprehensive Income or Loss Comprehensive loss is equal to net loss and net foreign currency translation loss as presented in the accompanying consolidated statements of operations and comprehensive loss. Net Loss per Share of Common Stock Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share adjusts basic earnings per share for the potentially dilutive impact of stock options and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including stock options and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. On January 1, 2021, the Company adopted this standard without any material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2021 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company elected to early adopt this guidance on January1, 2022 without any material impact on its consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU will be effective for all entities for fiscal years beginning after December 15, 2021. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The adoption of ASU 2021-04 is not expected to have a material impact on our financial statements or disclosures.

Business Combination

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Business Combination

3. Business Combination

As discussed in Note 1, on December 23, 2020, the Company consummated the Business Combination, with Legacy Vincera Pharma surviving the merger as a wholly-owned subsidiary of the Company.

Immediately

prior to the effective time of the Business Combination, each share of Legacy Vincerx Pharma Common Stock was canceled, and the Legacy Holders received (i) 0.570895 shares of common stock, for each share of Vincera Pharma common stock held by them immediately prior to the effective time of the Business Combination and (ii) certain rights to Earnout Shares after the closing of the Business Combination.

The Vincera Pharma stockholders are entitled to receive Earnout Shares if the daily volume-weighted average price of the Company’s common stock equals or exceeds the following prices for any 20 trading days within any

30 trading-day period

following the closing of the Business Combination: (1) during any such trading period prior to the 42 month anniversary of the closing of the Business Combination, upon achievement of a daily volume-weighted average price of at least $20.00 per share, such number of shares of the Company’s common stock as equals the quotient of $20.0 million divided by the Closing Price Per Share; (2) during any such trading period prior to the six year anniversary of the closing, upon achievement of a daily volume-weighted average price of at least $35.00 per share, such number of shares of the Company’s common stock as equals the quotient of $20.0 million divided by the Closing Price Per Share; and (3) during any such trading period prior to the eight year anniversary of the closing, upon achievement of a daily volume-weighted average price of at least $45.00 per share, such number of shares of the Company’s common stock as equals the quotient of $20.0 million divided by the Closing Price Per Share. A total of 90.6% of (rounded to the nearest whole share) of the Earnout Shares then earned and issuable shall be issued to the Vincera Pharma stockholders on

a pro-rata basis

based on the percentage of the number of shares of Vincera Pharma common stock owned by them immediately prior to the closing of the Business Combination, and the remaining Earnout Shares that would otherwise have been issuable shall not be issuable to the Vincera Pharma stockholders but in lieu thereof the number of authorized shares available for issuance under the Company’s 2020 Stock Incentive Plan (the “2020 Plan”) shall be automatically increased by an equivalent number of shares of the Company’s common stock.

The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, LSAC was treated as the “acquired” company and Legacy Vincerx Pharma is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Vincera Pharma issuing stock for the net assets of LSAC, accompanied by a recapitalization. The net assets of LSAC were stated at historical cost, with no goodwill or other intangible assets recorded.

The following table reconciles the elements of the Business Combination to the Statement of Cash Flows and the Statement of Stockholders’ Equity (Deficit) for the year ended December 31, 2020 (amounts in thousands):


Cash—LSAC trust	$	65,699
Cash—LSAC cash assumed		213
Less: transaction costs and advisory fees		(1,395	)
Less: accrued transaction costs and advisory fees		(447	)

Net cash contributions from Business Combination	$	64,070

The number of shares of common stock issued immediately following the consummation of the Business Combination (amounts in thousands):


LSAC’s public stockholders			6,564
LSAC’s initial stockholders			1,640
Legacy Vincera Pharma stockholders			5,500
Other			280

Total shares of common stock immediately after Business Combination			13,984

Bayer License Agreement	12 Months Ended
Bayer License Agreement	Dec. 31, 2021
Bayer License Agreement [Abstract]
Bayer License Agreement	4. Bayer License Agreement On October 7, 2020, Legacy Vincerx Pharma entered into the Bayer License Agreement, which became effective on December 23, 2020 upon the closing of the Business Combination. Pursuant to the Bayer License Agreement, Legacy Vincerx Pharma has an exclusive, worldwide, royalty-bearing license under certain Bayer patents and know-how to develop, use, manufacture, commercialize, sublicense and distribute (i) a clinical-stage and follow-on small molecule drug platform, including a PTEFb inhibitor compound, and (ii) a preclinical stage bioconjugation platform, which includes next-generation antibody-drug conjugates and innovative small molecule drug conjugates. Following the closing of the Business Combination, the Company paid Bayer a $5.0 million upfront license fee on January 5, 2021. As of December 31, 2020, the Company recorded a $5.0 million license payable to Bayer. If the Company achieves all of the development and commercial sales milestones for license products under the Bayer License Agreement for each of the countries and disease indications, the Company would be obligated to pay milestone payments that range from $110.0 million to up to $318.0 million per licensed product, and upon successful commercialization of at least five licensed products, the Company could be required to pay aggregate milestone payments in excess of $1 billion. In addition to milestone payments, the Company is also required to pay Bayer under the Bayer License Agreement ongoing royalties in the single digit to low double-digit percentage range on net commercial sales of licensed products.

Fair Value Measurement

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurement

5. Fair Value Measurement

The Company’s financial liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (amounts in thousands):


	Fair Value Measured as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Liabilities:
Common stock warrant liabilities	$	—	$	—	$	6,447	$	6,447

Total fair value	$	—	$	—	$	6,447	$	6,447


	Fair Value Measured as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Liabilities:
Common stock warrant liabilities	$	—	$	—	$	32,308	$	32,308

Total fair value	$	—	$	—	$	32,308	$	32,308

The estimated fair value of the warrant liability for the private warrants at December 31, 2021 was determined using Level 3 inputs. Inherent in a Monte Carlo options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on projected volatility of comparable public companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2021 and 2020. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs (in thousands).


	Warrant Liability
Balance – December 23, 2020	$	27,172
Change in fair value		5,136

Balance – December 31, 2020		32,308
Reclassification of warrant liabilities due to warrant exercises		(2,503	)
Change in fair value		(23,358	)

Balance – December 31, 2021	$	6,447

A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of December 31, 2021 and 2020 is as follows:


	As of December 31, 2021			As of December 31, 2020
Exercise price	$	11.50		$	11.50
Option term (years)		4.0			5.0
Volatility (annual)		32.5	%		29.4	%
Risk-free rate		1.1	%		0.4	%
Dividend yield (per s h are)		0	%		0	%

- Definition

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

+ References + Details

Property, Plant and Equipment, Net

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, Net

6. Property, Plant and Equipment, Net

Property, plant and equipment consist of the following at

December 31

(in thousands):


	December 31, 2021			December 31, 2020		Estimated Useful Life
Furniture and fixtures	$	236		$	—		5 years
Computers		22			—		3-5 years
Total		258			—
Less: accumulated depreciation		(25	)		—

Total property, plant and equipment, net	$	233		$	—

Depreciation expense was approximately $25,000 for the year ended December 31, 2021.

Notes Payable to Related Party	12 Months Ended
Notes Payable to Related Party	Dec. 31, 2021
Related Party Transactions [Abstract]
Notes Payable to Related Party	7. Notes Payable to Related Party On August 9, 2020, Vincera Pharma entered into a promissory note with Dr. Raquel E. Izumi, one of its founders (the “Holder”). This note provided for a principal amount of up to $1.0 million or the amount of outstanding advances made by the Holder to the Company. The Company paid the Holder a $20,000 origination fee and interest accrued at 7%. The maturity date was August 9, 2023. Between August and December 31, 2020, the Company received $300,000 from the Holder under this note agreement. On December 23, 2020, the Company repaid $325,000 to the Holder, including the $20,000 origination fee and $5,000 of outstanding interest. As of December 31, 2020, there are no amounts outstanding under this note agreement, which has been terminated.

Accrued Liabilities

12 Months Ended

Dec. 31, 2021

Accrued Liabilities [Abstract]

Accrued Liabilities

8. Accrued Liabilities

The following table sets forth the components of accrued expenses at December 31, 2021 and 2020, respectively (in thousands):


	December 31, 2021		December 31, 2020
Accrued payroll	$	531	$	—
Accrued bonus		2,514		—
Accrued benefits		759		—
Accrued manufacturing, clinical trial and related		911		—

	$	4,715	$	—

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	9. Commitments and Contingencies Litigation The Company is not currently a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.

Leases

12 Months Ended

Dec. 31, 2021

Lessee Disclosure [Abstract]

Leases

10. Leases

On December 23

2020, the Company entered into a

5-year

term lease agreement which commenced on January 1, 2021. In April and May, 2021, the lease was amended to include additional space. The annual rent expense is approximately $1.2 million.

At December

31, 2021, the Company had operating lease liabilities of approximately $4.2 million and right of use assets of approximately $3.9 million, which were included in the consolidated balance sheets.

The following summarizes quantitative information about the Company’s operating leases (dollars in thousands):


	For the years ended December 31,
	2021
Lease cost
Operating lease cost	$	619
Variable lease cost		—

Total operating lease expense	$	619

Other information
Operating cash flows from operating leases	$	380
Right-of-use assets obtained in exchange for operating lease liabilities	$	4,264
Weighted-average remaining lease term – operating leases		3.9
Weighted-average discount rate – operating leases		8	%

As of December 31, 2021, future minimum payments during the next four years are as follows (in thousands):


Year ended December 31, 2022	$	1,049
Year ended December 31, 2023		1,261
Year ended December 31, 2024		1,284
Year ended December 31, 2025		1,336

Total		4,930
Less present value discount		(756	)

Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2021	$	4,174

Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholders' Equity

11. Stockholders’ Equity

The Company’s Certificate of Incorporation authorizes the issuance of 120,000,000 shares of common stock, $0.0001 par value per share and 30,000,000 shares of undesignated preferred stock, $0.0001 par value per share. As of December 31, 2021 and 2020, there were 21,057,560 shares of common stock and 13,984,441 shares of common stock (which included 2,744,586 shares of common stock constituting part of the units), outstanding, respectively, and no shares of preferred stock outstanding.

On April 5, 2021, the Company announced that it would redeem all of its public warrants to purchase shares of the Company’s common stock that were issued under the Warrant Agreement, dated March 5, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, as part of the units sold in the Company’s initial public offering, that remained outstanding and unexercised on May 5, 2021, the redemption date, at a redemption price of $0.01 per public warrant. In addition to the $6.1 million of cash received on April 1, 2021 from the exercise of public warrants in March 2021, prior to the redemption notice, the Company received additional proceeds of approximately $31.4 million from the exercise of additional public warrants during the redemption period. Prior to the redemption date, the units were each separated into one share of common stock and one public warrant. Pursuant to the redemption, a total of 40,491 public warrants were unexercised as of the redemption date and redeemed by the Company at the redemption price of $0.01 per public warrant.

During the year ended December 31, 2021, 275,000 private warrants were exercised for approximately $3.2 million

In September 2021, the Company completed a private placement of 3.5 million shares of common stock at an offering price of $14.50 per share and raised proceeds of approximately $47.4 million, net of transaction costs of approximately $3.3 million.

During the year ended December 31, 2021, 36,485 shares were issued pursuant to the Company’s Employee Stock Purchase Program (“ESPP”) (see Note 12) for approximately $351,000.

Founders Shares

Legacy Vincera Pharma’s three founders (the “Founders”) were each issued 1,618,199 shares (2,834,497 shares prior to the effects of the Merger) of Legacy Vincera Pharma Common Stock’s common stock (the

“Founders Shares”), in August 2019. The Founders had not paid the Company for the aggregate par value for their Founder Shares as of December 31, 2019. All amounts owed for the issuance of these Founders Shares were settled in cash in July 2020.

Restricted Shares

Between July and August 2019, Legacy Vincera Pharma issued 471,850 shares (826,510 shares prior to the effects of the Merger) of restricted stock at par value to certain management persons. All amounts owed for the issuance of these restricted shares were settled in cash in July 2020. The grant date fair value of this restricted stock was approximately $6,000.

In May 2020, Legacy Vincera Pharma issued an additional 173,552 shares (304,000 shares prior to the effects of the Merger) of restricted stock at a fair value of $0.07 per share in exchange for services. Pursuant to these restricted share agreements, the term vesting represents the expiration of the Company’s repurchase right for the underlying shares. As of December 31, 2021, there was approximately $9,000 of unrecognized stock-based compensation related to restricted stock that will be amortized in 2.4 years.

A summary of restricted stock activity for the years ended December 31, 2021 and 2020 is presented below:


	Number of Shares			Weighted Average Grant Date Fair Value per Share
Nonvested at January 1, 2020		375,907		$	0.036
Restricted stock granted		173,552			0.07
Vested		(188,291	)		—

Nonvested at December 31, 2020		361,168		$	0.036
Vested		(178,482	)		—

Nonvested at December 31, 2021		182,686		$	0.045

Warrants

As of December 31, 2021, there were 3,295,000 private warrants to purchase common stock outstanding. After the redemption described above, no public warrants remained outstanding at December 31, 2021.

The private

warrants are identical to the previously outstanding public warrants except that (i) each private warrant is exercisable for one share of common stock at an exercise price of $

11.50

per share and (ii) such private warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such private warrants is not effective) or on a cashless basis, at the holder’s option (except with respect to

500,000

of the private warrants held by Rosedale Park, LLC and

500,000

of the private warrants held by LifeSci Holdings LLC, which were amended to remove the cashless exercise provision), and will not be redeemable by the Company (except with respect to 500,000 of the private warrants held by Rosedale Park, LLC and 500,000 of the private warrants held by LifeSci Holdings LLC, which were amended to include a redemption provision substantially identical to that of the public warrants; provided, however, that such redemption rights may not be exercised during the first 12 months following the closing of the Business Combination unless the last sales price of the Company’s common stock has been equal to or greater than $

20.00

per share for any

trading days within a

trading day period ending on the third business day prior to the date on which notice of redemption is given), in each case so long as they are still held by the initial

purchasers

or their affiliates. The private warrants purchased by Rosedale Park, LLC, will expire on

March 5, 2025

, provided that once the private warrants are not beneficially owned by Chardan Capital Markets, LLC or any of its related persons anymore, the private warrants may not be exercised five years following the completion of the

Business Combination.

The previously outstanding public warrants and the private warrants issued to LifeSci Holdings LLC that were amended as described above were determined to be equity classified in accordance with ASC 815, Derivatives and Hedging. The remaining private warrants were determined to be liability classified in accordance with ASC 815, Derivatives and Hedging (see note 5).

- 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://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock Based Compensation

12. Stock-Based Compensation

Equity Incentive Plans

In connection with the Business Combination, the stockholders approved the 2020 Plan, which became effective upon the closing of the Business Combination on December 23, 2020. As of December 31, 2021, the Company had 3,490,046 shares of common stock reserved for issuance under the 2020 Plan.

The 2020 Plan allows for the grant of stock options and rights to acquire restricted stock to employees, directors and consultants of the Company. The terms and conditions of specific awards are set at the discretion of the Company’s board of directors. Options granted under the 2020 Plan expire no later than 10 years from the date of grant. Unvested common shares obtained upon early exercise of options are subject to repurchase by the Company at the original issue price.

Stock option activity under the Plan is as follows (amounts in thousands, except per share amount):


	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding at January 1, 2020		—		$	—		—	$	—
Options granted		1,048			19.00		10.0		—

Outstanding at December 31, 2020		1,048			19.00		10.0		—
Options granted		2,367			18.62		9.3		—
Options cancelled		(7	)		19.00		—		—

Outstanding at December 31, 2021		3,408		$	18.74		9.2	$	3

Options vested and exercisable at December 31, 2021		916		$	18.67		9.0	$	—

Stock-based compensation expense is based on the grant-date fair value. The Company recognizes compensation expense for all stock-based awards on a straight-line basis over the requisite service period of the awards, which is generally the option vesting term of three years.

The Company recognized stock-based compensation of approximately $23.1 million and $4.4 million, during the year ended December 31, 2021 and 2020, respectively.

of December 31, 2021, the Company had stock-based compensation of approximately $13.8 million related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of 0.8 years.

The following weighted average assumptions were used as inputs to the Black-Scholes option valuation model in determining the estimated grant-date fair value of the Company’s stock options granted during the year ended December 31, 2021 and 2020:


	For the years ended December 31,
	2021			2020
Exercise price	$	18.62		$	19.00
Expected term (years)		5.9			5.5
Volatility (annual)		76.3	%		75.5	%
Risk-free rate		0.9	%		0.4	%
Dividend yield (per share)		0	%		0	%

Total stock-based compensation expense recognized in the accompanying consolidated statements of operations and comprehensive loss for stock option awards is as follows (amounts in thousands):


	For the years ended December 31,
	2021		2020
Research and development	$	14,988	$	2,053
General and administrative		8,325		2,329

Total stock-based compensation expense	$	23,313	$	4,382

Employee Stock Purchase Plan

The Company’s 2021 Employee Stock Purchase Plan (the “ESPP”) became effective in May 2021 upon stockholder approval and is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. 200,000 of our authorized but unissued or reacquired shares of common stock have been reserved for issuance under the ESPP, plus an additional number of shares to be reserved annually on the first day of each fiscal year from January 1, 2022 through January 1, 2031, equal to the least of (i) one percent (1%) of the outstanding shares of the Company’s common stock on such date, (ii) 500,000 shares, or (iii) a lesser amount determined by the compensation committee or

the Company’s

board.

The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount of up to 15% of their eligible compensation through payroll deductions, subject to any plan limitations.

The Company’s

ESPP consists of a series of offerings of purchase rights to eligible employees, each with a duration of not more than 12 months and purchase dates every six months. The purchase price cannot, under the terms of the ESPP, be less than 85%

of the fair market value per share of the Company’s common stock on either the offering date or on the purchase date, whichever is less. If the fair market value of a share of the Company’s common stock on any purchase date within a particular offering period is less than or equal to the fair market value on the start date of that offering period, then the offering period will automatically terminate and the employees in that offering period will automatically be transferred and enrolled in a new offering period which will begin on the next day following such purchase date.

As of December

31, 2021, 163,515 shares of common stock were reserved for future issuance under the ESPP and 36,485 shares had been issued under the ESPP for the year ended December 31, 2021. The Company recorded approximately $176,000 of stock-based compensation expense for the year ended December 31, 2021 related to the ESPP.

Net Loss per Share Applicable to Common Stockholders

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss per Share Applicable to Common Stockholders

13. Net Loss per Share Applicable to Common Stockholders

Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similarly to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.

The following table sets forth the computation of loss per share for the years ended December 31, 2021 and 2020, respectively (amounts in thousands, except per share number):


	For the years ended December 31,
	2021			2020
Numerator:
Net loss	$	(39,306	)	$	(16,620	)

Denominator:
Weighted average common shares outstanding, basic and diluted		17,176			5,252

Net loss per common share, basic and diluted	$	(2.29	)	$	(3.16	)

The following table presents the potential common stock outstanding that was 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:


	For the years ended December 31,
	2021		2020
Options outstanding		3,408		1,048
Warrants		3,295		10,134

Total		6,703		11,182

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

14. Income Taxes

The Company has no provision for income taxes for the year ended December 31, 2021 and 2020. The Company has no current tax expense from losses and no deferred expense from the valuation allowance.

A reconciliation from the U.S. statutory rate of 21% to the effective rate is as follows:


	For the Year Ended December 31,
	2021			2020

Statutory federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		(1.0	%)		4.5	%
Change in fair value of warrant liabilities		12.4	%		(6.5	%)
Research and development		1.4	%		—
Other		(1.2	%)		(1.0	%)
Change in valuation allowance		(32.6	%)		(18.0	%)

Income taxes provision (benefit)		0.0	%		0.0	%

Significant components of the Company’s net deferred tax assets as of December 31, 2021 and 2020, are as follows (amounts in thousands):


	As of December 31,
	2021			2020
Deferred tax assets:
Net operating loss	$	4,035		$	1,785
Stock-based compensation		5,164			1,226
Depreciation and amortization		4,723			1
Research and development credit		891			3
Accruals and reserves		575			—
Lease liability		877			—

Total deferred income tax assets		16,265			3,015

Less: Valuation allowances		(15,436	)		(3,015	)
Deferred tax assets, net of valuation allowances	$	829		$	—

Deferred tax liabilities: Right of use asset		(829	)		—

Total deferred income tax liabilities	$	(829	)	$	—

Net deferred taxes	$	—		$	—

ASC 740 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 currently not likely to be realized and, accordingly, has provided a valuation allowance. The Company’s valuation allowance increased by $12.4 million and $3.0 million for the years ended December 31, 2021 and 2020, respectively.

At December 31, 2021, the Company had federal and state net operating loss carryforwards of approximately $19.0 million and $0.7 million, respectively. The federal net operating loss carryforwards can be carried forward indefinitely, with certain limitations.

A portion of the state net operating loss carryforwards will expire beginning in 2039, if not utilized.

of December 31, 2021, the Company also has Federal and California research and development credits of $

1.0

million and $

0.5

million, respectively. The federal tax credit carryforwards will expire beginning in

2039

, if not utilized. The state tax credit carryforwards do not expire.

The following table summarizes activity related to the Company’s gross unrecognized tax benefits (amounts in thousands):


	Total
Balance as of December 31, 2019	$	—
Increase/decrease due to prior year positions		—
Increase/decrease due to current year positions		—

Balance as of December 31, 2020		—
Increase/decrease due to prior year positions
Increase/decrease due to current year positions		518

Balance as of December 31, 2021	$	518

The unrecognized tax benefits, if recognized, would not have an impact on the Company’s effective tax rate. The Company does not expect a significant change to its unrecognized tax benefits over the next twelve months. The unrecognized tax benefits may increase or change during the next for items that arise in the ordinary course of business. The Company files income tax returns in the United States, California and Germany jurisdictions and is not currently under examination by federal, state or local taxing authorities for any open tax years.

The tax years

2019

through

2021

remain open to examination by the major taxing authorities. The Company records interest related to uncertain tax positions as interest, and any penalties are recorded as other expense in its consolidated statement of operations and comprehensive loss.

Utilization of net operating losses and tax credit carryforwards may be limited by the “ownership change” rules, as defined in Section 382 of the Internal Revenue Code (any such limitation, a “Section 382 limitation”). Similar rules may apply under state tax laws. The Company has not performed an analysis to determine whether an “ownership change” occurred from inception to December 31, 2021. If a change in ownership were to have occurred, additional net operating loss and tax credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance.

ASC

740-10,

“Income Taxes”, prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in the Company’s income tax return and also provides guidance on

de-recognition,

classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company had not identified any material unrecognized tax benefit in accordance with ASC

740-10.

On March 27, 2020 and December 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security (CARES) Act and the Consolidated Appropriation Act (CAA), respectively, which contain among other matters, numerous income tax provisions. Some of these tax provisions are expected to be effective retroactively for years ending before the date of enactment. The Company has evaluated the current legislation and does not anticipate the CARES Act or the CAA to have a material impact on its consolidated financial statements.

On June 29, 2020, California’s Governor Newsom signed AB85 suspending California net operating loss utilization and imposing a cap on the amount of business incentives tax credits (R&D credit) for tax years 2020-2022. Given an expected tax loss for 2021, the suspension does not have a material impact on the Company’s provision for income taxes in its consolidated financial statements.

In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Tax Cuts and Jobs Act of 2017. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance indicates that either accounting for deferred taxes related to GILTI inclusions or treating any taxes on GILTI inclusions as period cost are both acceptable methods subject to an accounting policy election. The Company has elected to treat any potential GILTI inclusions as a period cost.

- 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 http://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 http://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 http://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 http://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 http://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 http://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 http://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 http://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 http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with GAAP as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). They include the accounts of Vincerx and its wholly-owned subsidiaries VNRX Corp. and Vincerx Pharma GmbH. All intercompany accounts and transactions have been eliminated. Pursuant to the Merger Agreement, the Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, LSAC is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of Legacy Vincera Pharma issuing stock for the net assets of LSAC, accompanied by a recapitalization. As a result, references to the “Company” herein may refer to Legacy Vincera Pharma prior to the consummation of the Business Combination. The acquired net assets of LSAC are stated at historical cost, with no goodwill or other intangible assets recorded.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements as well as reported amounts of expenses during the reporting periods. Estimates made by the Company include, but are not limited to, those related to the valuation of common stock prior to the Business Combination, common stock warrant liabilities and stock-based compensation. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates.
Concentration of Credit Risk	Concentrations of Credit Risk The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, development by the Company or its competitors of technological innovations, risks of failure of clinical studies, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to transition from preclinical manufacturing to commercial production of products. The Company’s future product candidates will require approvals from the U.S. Food and Drug Administration and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval for any product candidate, it could have a material adverse impact on the Company.
Cash and Cash Equivalents	Cash and Cash Equivalents Management considers all highly liquid investments with an insignificant interest rate risk and original maturities of three months or less to be cash equivalents. There were no cash equivalents as of December 31, 2021.
Restricted Cash	Restricted Cash Restricted cash represents cash deposits with financial institutions in support of letters of credit outstanding in favor of certain landlords related to non-cancelable operating lease agreements to leased office spaces.
Property, Plant and Equipment	Property, Plant and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided for using straight-line methods, in amounts sufficient to charge the cost of depreciable assets to operations over their estimated service lives. Repairs and maintenance costs are charged to operations as incurred. The Company assesses its long-lived assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining lives of such assets. If these projected undiscounted net future cash flows are less than the carrying amounts, an impairment loss would be recognized, resulting in a write-down of the assets with a corresponding charge to earnings. The impairment loss is measured based upon the difference between the carrying amounts and the fair values of the assets. There has been no impairment loss as of December 31, 2021.
Fair Value Measurement	Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities measured on a recurring and nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, used to determine the fair value of its financial instruments. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Level 1 – Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.
Private Warrant Liability	Private Warrant Liability As of December 31, 2021 and 2020, there were 3,295,000 and 10,133,767 warrants to purchase common stock outstanding, respectively. The 10,133,767 warrants as of December 31, 2020 consisted of 6,563,767 public warrants (which included 2,744,586 public warrants constituting part of the units) and 3,570,000 private warrants. Each unit consisted of one share of common stock and one public warrant exercisable for one-half of one share of common stock. Each public warrant entitled the registered holder to purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share of common stock, subject to adjustment as discussed below, at any time commencing on the later of one year after the closing of the initial public offering of LSAC or the consummation of a business combination. The private warrants are identical to the warrants underlying the units except that (i) each private warrant is exercisable for one share of common stock at an exercise price of $11.50 per share and (ii) such private warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such private warrants is not effective) or on a cashless basis, at the holder’s option (except with respect to 500,000 of the private warrants held by Rosedale Park, LLC and 500,000 of the private warrants held by LifeSci Holdings LLC, which were amended to remove the cashless exercise provision), and will not be redeemable by the Company (except with respect to 500,000 of the private warrants held by Rosedale Park, LLC and 500,000 of the private warrants held by LifeSci Holdings LLC, which were amended to include a redemption provision substantially identical to that of the public warrants; provided, however, that such redemption rights may not be exercised during the first 12 months following the closing of the Business Combination unless the last sales price of the Company’s common stock has been equal to or greater than $ 20.00 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which notice of redemption is given), in each case so long as they are still held by the initial purchasers or their affiliates. The private warrants purchased by Rosedale Park, LLC will expire on March 5, 2025 , provided that once the private warrants are not beneficially owned by Chardan Capital Markets, LLC or any of its related persons anymore, the private warrants may not be exercised five years following the completion of the Business Combination . The Company evaluated the public and private warrants under ASC 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity”, and concluded that certain of the private warrants do not meet the criteria to be classified in stockholders’ equity. Because post Business Combination, these private warrants could be transferred to a non-permitted transferee and become public warrants (i.e., become subject to redemption and no longer have a cashless exercise feature), the settlement value of the private warrants is dependent, in part, on the holder of these private warrants at the time of settlement. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s common stock, these private warrants fail the indexation guidance in ASC 815-40. This conclusion excludes the 500,000 private warrants held by LifeSci Holdings LLC, which had been amended in connection with the Business Combination to remove the cashless exercise provision and include a redemption provision, as described above. Since these private warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations at each reporting date. The estimated fair value of the private warrants is determined with Level 3 inputs using Black-Scholes and Monte Carlo simulations.
Leases	Leases Effective January 1, 2021, the Company adopted FASB ASC Topic 842, “Leases” (“ASC 842”), using the required modified retrospective approach and utilizing the effective date as its date of initial application, for which prior periods are presented in accordance with the previous guidance in ASC 840, “Leases”. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use assets may be required for items such as incentives received. The interest rate implicit in the Company’s leases is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term and in a similar economic environment (see Note 7). In accordance with ASC 842, components of a lease should be allocated between lease components (e.g., land, building, etc.) and non-lease components (e.g., common area maintenance, consumables, etc.). The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.
Segments	Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as a single operating segment.
Research and Development Costs	Research and Development Costs The Company expenses research and development costs as operating expenses as incurred. These expenses include acquired in-process research and development expenses for which there is no alternative future use, salaries for research and development personnel, consulting fees, product development, pre-clinical studies, clinical trial costs, and other fees and costs related to the development of the technology.
Stock-Based Compensation	Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards made to employees, directors, and non-employees, including stock options and restricted shares, based on estimated fair values recognized over the requisite service period. The fair value of options granted is estimated on the grant date using the Black-Scholes option valuation model. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the volatility of the Company’s common stock, and an assumed risk-free interest rate. The Company accounts for forfeitures when they occur. The Company uses the simplified calculation of the expected life, which takes into consideration the grant’s contractual life and vesting period and assumes that all options will be exercised between the vesting date and the contractual term of the option. No awards have been issued with a market condition or other non-standard terms. The estimate for volatility is based on an average of the historical volatilities of the common stock of several entities with characteristics similar to those of the Company. Since these comparable companies operate in the same industry segment, the Company expects that it would share similar characteristics, such as risk profiles, volatility, capital intensity and market growth patterns and drivers. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option.
Income Taxes	Income Taxes Income taxes are recorded in accordance with ASC 740, “Income Taxes” (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse, and net operating loss (“NOL”) carryforwards and research and development tax credit (“R&D Credit”) carryforwards. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance to reduce its net deferred income tax assets to zero. In the event the Company were to determine that it would be able to realize some or all its deferred income tax assets in the future, an adjustment to the deferred income tax asset valuation allowance would increase income in the period such determination was made. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. At December 31, 2021 and 2020, the Company had no liability for income tax associated with uncertain tax positions. The Company would recognize any corresponding interest and penalties associated with its income tax positions in income tax expense. There was no income tax interest or penalties incurred in 2021 or 2020.
Comprehensive Income or Loss	Comprehensive Income or Loss Comprehensive loss is equal to net loss and net foreign currency translation loss as presented in the accompanying consolidated statements of operations and comprehensive loss.
Net Loss per Share of Common Stock	Net Loss per Share of Common Stock Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share adjusts basic earnings per share for the potentially dilutive impact of stock options and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including stock options and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. On January 1, 2021, the Company adopted this standard without any material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2021 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company elected to early adopt this guidance on January1, 2022 without any material impact on its consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU will be effective for all entities for fiscal years beginning after December 15, 2021. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The adoption of ASU 2021-04 is not expected to have a material impact on our financial statements or disclosures.

Business Combination (Tables)

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Schedule Of Business Combination Cash Flow Reconcilation


Cash—LSAC trust	$	65,699
Cash—LSAC cash assumed		213
Less: transaction costs and advisory fees		(1,395	)
Less: accrued transaction costs and advisory fees		(447	)

Net cash contributions from Business Combination	$	64,070

Details Of Shares issued Post Business Combination

The number of shares of common stock issued immediately following the consummation of the Business Combination (amounts in thousands):


LSAC’s public stockholders			6,564
LSAC’s initial stockholders			1,640
Legacy Vincera Pharma stockholders			5,500
Other			280

Total shares of common stock immediately after Business Combination			13,984

Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Summary of Liabilities Measured at Fair Value on Recurring Basis

The Company’s financial liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (amounts in thousands):


	Fair Value Measured as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Liabilities:
Common stock warrant liabilities	$	—	$	—	$	6,447	$	6,447

Total fair value	$	—	$	—	$	6,447	$	6,447


	Fair Value Measured as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Liabilities:
Common stock warrant liabilities	$	—	$	—	$	32,308	$	32,308

Total fair value	$	—	$	—	$	32,308	$	32,308

Summary of Changes in Level 3 Warrant liabilities measured at fair value


	Warrant Liability
Balance – December 23, 2020	$	27,172
Change in fair value		5,136

Balance – December 31, 2020		32,308
Reclassification of warrant liabilities due to warrant exercises		(2,503	)
Change in fair value		(23,358	)

Balance – December 31, 2021	$	6,447

Summary of Fair Value of the Company's stock options granted


	For the years ended December 31,
	2021			2020
Exercise price	$	18.62		$	19.00
Expected term (years)		5.9			5.5
Volatility (annual)		76.3	%		75.5	%
Risk-free rate		0.9	%		0.4	%
Dividend yield (per share)		0	%		0	%

Private Warrant [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Summary of Fair Value of the Company's stock options granted


	As of December 31, 2021			As of December 31, 2020
Exercise price	$	11.50		$	11.50
Option term (years)		4.0			5.0
Volatility (annual)		32.5	%		29.4	%
Risk-free rate		1.1	%		0.4	%
Dividend yield (per s h are)		0	%		0	%

Property, Plant and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Summary Of Property Plant And Equipment

Property, plant and equipment consist of the following at

December 31

(in thousands):


	December 31, 2021			December 31, 2020		Estimated Useful Life
Furniture and fixtures	$	236		$	—		5 years
Computers		22			—		3-5 years
Total		258			—
Less: accumulated depreciation		(25	)		—

Total property, plant and equipment, net	$	233		$	—

Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Summary Of Accrued Expenses

The following table sets forth the components of accrued expenses at December 31, 2021 and 2020, respectively (in thousands):


	December 31, 2021		December 31, 2020
Accrued payroll	$	531	$	—
Accrued bonus		2,514		—
Accrued benefits		759		—
Accrued manufacturing, clinical trial and related		911		—

	$	4,715	$	—

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Lessee Disclosure [Abstract]

Summary of Quantitative Information About the Company's Operating Leases

The following summarizes quantitative information about the Company’s operating leases (dollars in thousands):


	For the years ended December 31,
	2021
Lease cost
Operating lease cost	$	619
Variable lease cost		—

Total operating lease expense	$	619

Other information
Operating cash flows from operating leases	$	380
Right-of-use assets obtained in exchange for operating lease liabilities	$	4,264
Weighted-average remaining lease term – operating leases		3.9
Weighted-average discount rate – operating leases		8	%

Summary of Future Minimum Lease Payments

As of December 31, 2021, future minimum payments during the next four years are as follows (in thousands):


Year ended December 31, 2022	$	1,049
Year ended December 31, 2023		1,261
Year ended December 31, 2024		1,284
Year ended December 31, 2025		1,336

Total		4,930
Less present value discount		(756	)

Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2021	$	4,174

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Summary of Restricted Stock Activity

A summary of restricted stock activity for the years ended December 31, 2021 and 2020 is presented below:


	Number of Shares			Weighted Average Grant Date Fair Value per Share
Nonvested at January 1, 2020		375,907		$	0.036
Restricted stock granted		173,552			0.07
Vested		(188,291	)		—

Nonvested at December 31, 2020		361,168		$	0.036
Vested		(178,482	)		—

Nonvested at December 31, 2021		182,686		$	0.045

Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Summary of Stock Option Activity

Stock option activity under the Plan is as follows (amounts in thousands, except per share amount):


	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding at January 1, 2020		—		$	—		—	$	—
Options granted		1,048			19.00		10.0		—

Outstanding at December 31, 2020		1,048			19.00		10.0		—
Options granted		2,367			18.62		9.3		—
Options cancelled		(7	)		19.00		—		—

Outstanding at December 31, 2021		3,408		$	18.74		9.2	$	3

Options vested and exercisable at December 31, 2021		916		$	18.67		9.0	$	—

Summary of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Valuation Model


	For the years ended December 31,
	2021			2020
Exercise price	$	18.62		$	19.00
Expected term (years)		5.9			5.5
Volatility (annual)		76.3	%		75.5	%
Risk-free rate		0.9	%		0.4	%
Dividend yield (per share)		0	%		0	%

Summary of Stock Based Compensation Expense

Total stock-based compensation expense recognized in the accompanying consolidated statements of operations and comprehensive loss for stock option awards is as follows (amounts in thousands):


	For the years ended December 31,
	2021		2020
Research and development	$	14,988	$	2,053
General and administrative		8,325		2,329

Total stock-based compensation expense	$	23,313	$	4,382

Net Loss per Share Applicable to Common Stockholders (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Summary of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of loss per share for the years ended December 31, 2021 and 2020, respectively (amounts in thousands, except per share number):


	For the years ended December 31,
	2021			2020
Numerator:
Net loss	$	(39,306	)	$	(16,620	)

Denominator:
Weighted average common shares outstanding, basic and diluted		17,176			5,252

Net loss per common share, basic and diluted	$	(2.29	)	$	(3.16	)

Summary of Potential Common Stock Outstanding that was excluded from the Computation of Diluted Net Loss Per Share of Common Stock


	For the years ended December 31,
	2021		2020
Options outstanding		3,408		1,048
Warrants		3,295		10,134

Total		6,703		11,182

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation from the U.S. statutory rate of 21% to the effective rate is as follows:


	For the Year Ended December 31,
	2021			2020

Statutory federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		(1.0	%)		4.5	%
Change in fair value of warrant liabilities		12.4	%		(6.5	%)
Research and development		1.4	%		—
Other		(1.2	%)		(1.0	%)
Change in valuation allowance		(32.6	%)		(18.0	%)

Income taxes provision (benefit)		0.0	%		0.0	%

Schedule of Net Deferred Tax Assets

Significant components of the Company’s net deferred tax assets as of December 31, 2021 and 2020, are as follows (amounts in thousands):


	As of December 31,
	2021			2020
Deferred tax assets:
Net operating loss	$	4,035		$	1,785
Stock-based compensation		5,164			1,226
Depreciation and amortization		4,723			1
Research and development credit		891			3
Accruals and reserves		575			—
Lease liability		877			—

Total deferred income tax assets		16,265			3,015

Less: Valuation allowances		(15,436	)		(3,015	)
Deferred tax assets, net of valuation allowances	$	829		$	—

Deferred tax liabilities: Right of use asset		(829	)		—

Total deferred income tax liabilities	$	(829	)	$	—

Net deferred taxes	$	—		$	—

Schedule of Income Tax Contingencies

The following table summarizes activity related to the Company’s gross unrecognized tax benefits (amounts in thousands):


	Total
Balance as of December 31, 2019	$	—
Increase/decrease due to prior year positions		—
Increase/decrease due to current year positions		—

Balance as of December 31, 2020		—
Increase/decrease due to prior year positions
Increase/decrease due to current year positions		518

Balance as of December 31, 2021	$	518

Nature of Business - Additional Information (Details) - Business Combination [Member]	12 Months Ended
	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Date of merger agreement	Sep. 25, 2020
Date of effective combination	Dec. 23, 2020

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Apr. 05, 2021	Dec. 31, 2021	Apr. 01, 2021	Dec. 31, 2020
Summary Of Significant Accounting Policies [Line Items]
No of Warrants outstanding		3,295,000		10,133,767
Warrents expiration date		Mar. 05, 2025
Cash equivalents		$ 0
Liability for uncertainty in income taxes		0		$ 0
Accrued for interest and penalties		0		$ 0
Asset Impairment Charges		$ 0
Public Warrant
Summary Of Significant Accounting Policies [Line Items]
No of Warrants outstanding		0		6,563,767
No of Warrants outstanding				2,744,586
Common stock conversion		purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share of common stock
Shares Issued, Price Per Share		$ 11.50
Class of warrants exercised			40,491
Warrents expiration date	May 05, 2021
Private Warrants
Summary Of Significant Accounting Policies [Line Items]
No of Warrants outstanding		3,295,000		3,570,000
Common stock conversion		each private warrant is exercisable for one share of common stock at an exercise price of $11.50
Shares Issued, Price Per Share		$ 11.50
Class of warrants exercised		275,000
Warrents expiration date		Mar. 05, 2025
Warrant expiration term		5 years
Class of warrant or right redemption threshold trading days		20 days
Class of warrant or right redemption threshold consecutive trading days		30 days
Class of Warrant Or Right Excludes The Warrants Post Business Combination To Remove Cashless Exercise Provision Shares		500,000
Private Warrants \| Common Stock
Summary Of Significant Accounting Policies [Line Items]
Share redemption trigger price		$ 20.00

Business Combination - Additional Information (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares
Business Acquisition [Line Items]
Business combination share issue ratio	0.570895
Vincera Pharma
Business Acquisition [Line Items]
Number of consecutive trading days	20 days
Number of trading days	30 days
Percentage of the earnout shares to be issued to the shareholders of the acquiree company	90.60%
Vincera Pharma \| Volume Weighted Average Price One
Business Acquisition [Line Items]
Daily volume weighted average price per share \| $ / shares	$ 20.00
Base amount for determining daily volume weighted average price per share \| $	$ 20.0
Vincera Pharma \| Volume Weighted Average Price Two
Business Acquisition [Line Items]
Daily volume weighted average price per share \| $ / shares	$ 35.00
Base amount for determining daily volume weighted average price per share \| $	$ 20.0
Vincera Pharma \| Volume Weighted Average Price Three
Business Acquisition [Line Items]
Daily volume weighted average price per share \| $ / shares	$ 45.00
Base amount for determining daily volume weighted average price per share \| $	$ 20.0

Business Combination - Schedule Of Business Combination Cash Flow Reconcilation (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Business Combinations [Abstract]
Cash - LSAC trust	$ 65,699
Cash - LSAC cash assumed	213
Less: transaction costs and advisory fees	(1,395)
Less: accrued transaction costs and advisory fees	(447)
Net cash contributions from Business Combination	$ 64,070

Business Combination - Details Of Shares issued Post Business Combination (Details) - After Business Combination shares in Thousands	12 Months Ended
	Dec. 31, 2021 shares
Business Acquisition [Line Items]
Stock issued	13,984
Public Stockholders
Business Acquisition [Line Items]
Stock issued	6,564
Initial Stockholders
Business Acquisition [Line Items]
Stock issued	1,640
Legacy Vincera Pharma Stockholders
Business Acquisition [Line Items]
Stock issued	5,500
Others
Business Acquisition [Line Items]
Stock issued	280

Bayer License Agreement - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Jan. 05, 2021	Dec. 31, 2021	Dec. 31, 2020
Bayer License Agreement [Line Items]
Date of licence agreement with Bayer		Oct. 07, 2020
Licence fee payable to Bayer			$ 5,000
Licence fee paid to Bayer	$ 5,000
Aggregate milestone payments Payable to Bayer		$ 1,000,000
Maximum [Member]
Bayer License Agreement [Line Items]
Milestone payments payables per licenced product to Bayer		318,000
Minimum [Member]
Bayer License Agreement [Line Items]
Milestone payments payables per licenced product to Bayer		$ 110,000

Fair Value Measurement - Summary of Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Liabilities:
Liabilities fair value disclosure	$ 6,447	$ 32,308
Level 1
Liabilities:
Liabilities fair value disclosure	0	0
Level 2
Liabilities:
Liabilities fair value disclosure	0	0
Level 3
Liabilities:
Liabilities fair value disclosure	6,447	32,308
Common Stock Warrant Liabilities Restates
Liabilities:
Liabilities fair value disclosure	6,447	32,308
Common Stock Warrant Liabilities Restates \| Level 1
Liabilities:
Liabilities fair value disclosure	0	0
Common Stock Warrant Liabilities Restates \| Level 2
Liabilities:
Liabilities fair value disclosure	0	0
Common Stock Warrant Liabilities Restates \| Level 3
Liabilities:
Liabilities fair value disclosure	$ 6,447	$ 32,308

Fair Value Measurement - Summary of Changes in Level 3 Warrant liabilities measured at fair value (Details) - Level 3 - Warrant - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 32,308	$ 27,172
Change in fair value	(23,358)	5,136
Reclassification of warrant liabilities due to warrant exercises	(2,503)
Ending balance	$ 6,447	$ 32,308

Fair Value Measurement - Summary of Fair Value Of Private Warrants was Re-measured Based on the Assumptions (Details)	12 Months Ended
	Dec. 31, 2021 $ / shares	Dec. 31, 2020 $ / shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Exercise price	$ 18.62	$ 19.00
Option term (years)	5 years 10 months 24 days	5 years 6 months
Volatility (annual)	76.30%	75.50%
Risk-free rate	0.90%	0.40%
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Dividend yield (per share)	0	0
Measurement Input, Exercise Price [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Exercise price	$ 11.50	$ 11.50
Measurement Input, Expected Term [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Option term (years)	4 years	5 years
Measurement Input, Price Volatility [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Volatility (annual)	32.50%	29.40%
Measurement Input, Risk Free Interest Rate [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Risk-free rate	1.10%	0.40%

Property, Plant and Equipment, Net - Summary Of Property Plant And Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 258	$ 0
Less: accumulated depreciation	(25)	0
Total property, plant and equipment, net	233	0
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 236	0
Property plant and equipment, useful life	5 years
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 22	$ 0
Computer Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, useful life	5 years
Computer Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, useful life	3 years

Notes Payable to Related Party - Additional Information (Details) - Holder - Promissory Note - USD ($) $ in Thousands		5 Months Ended
	Dec. 23, 2020	Dec. 31, 2020	Aug. 09, 2020
Related Party Transaction [Line Items]
Origination fee			$ 20,000
Interest percentage			7.00%
Amount received from Holders		$ 300,000
Repayment of loan to Holder	$ 325,000
Loan origination fee paid	20,000
Interest paid to Holder	$ 5,000
Outsanding Note payable to Holder		$ 0
Debt instrument principal amount			$ 1,000

Accrued Liabilities - Summary Of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued payroll	$ 531	$ 0
Accrued bonus	2,514	0
Accrued benefits	759	0
Accrued manufacturing, clinical trial and related	911	0
Total Accrued Liabilities	$ 4,715	$ 0

Leases - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 23, 2020	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Duration of lease agreement	5 years
Date of lease Commencement	Jan. 01, 2021
Annual lease rent	$ 1,200	$ 619
Operating lease liabilities		4,174
Operating Right of Use Assets		$ 3,949

Leases - Summary of Quantitative Information About the Company's Operating Leases (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 23, 2020	Dec. 31, 2021
Lease, Cost [Abstract]
Operating lease cost		$ 619
Variable lease cost		0
Total operating lease expense	$ 1,200	619
Operating cash flows from operating leases		380
Right-of-use assets obtained in exchange for operating lease liabilities		$ 4,264
Weighted-average remaining lease term – operating leases		3 years 10 months 24 days
Weighted-average discount rate – operating leases		8.00%

Leases - Summary of Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Lessee Disclosure [Abstract]
Year ended December 31, 2022	$ 1,049
Year ended December 31, 2023	1,261
Year ended December 31, 2024	1,284
Year ended December 31, 2025	1,336
Total	4,930
Less present value discount	(756)
Operating lease liabilities	$ 4,174

Stockholders' Equity - Schedule of Restricted Stock Activity (Details) - Restricted Stock - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning balance, Shares	361,168	375,907
Restricted stock granted, Shares		173,552
Vested, Shares	(178,482)	(188,291)
Ending balance, Shares	182,686	361,168
Beginning balance, Weighted Average	$ 0.036	$ 0.036
Restricted stock granted, Weighted Average		0.07
Vested, Weighted Average	0	0
Ending balance, Weighted Average	$ 0.045	$ 0.036

Stockholders' Equity - Additional Information (Details) - USD ($)					1 Months Ended	2 Months Ended	12 Months Ended
	Apr. 05, 2021	Apr. 01, 2021	May 31, 2020	Jul. 31, 2019	Aug. 31, 2019	Aug. 31, 2019	Dec. 31, 2021	Dec. 31, 2020
Class Of Stock [Line Items]
Preferred stock shares authorized							30,000,000	30,000,000
Preferred stock par value							$ 0.0001	$ 0.0001
Preferred stock shares outstanding							0	0
Common stock shares authorized							120,000,000	120,000,000
Common stock par value							$ 0.0001	$ 0.0001
Unrecognized stock based compensation							$ 13.8
Amotization period of unrecognized stock based compensation							9 months 18 days
No of Warrents outstanding							3,295,000	10,133,767
Warrents expiration date							Mar. 05, 2025
Common stock shares issued							21,057,560	13,984,441
Common unit outstanding							2,744,586
Common stock shares outstanding							21,057,560	13,984,441
Proceeds from warrants exercised for cash							$ 40,671,000
Adjustments to additional paid in capital, warrant issued							2,503,000
Proceeds from Issuance of Private Placement							$ 47,431,000
Proceeds from Issuance of Common Stock								$ 1,000
Employee Stock Purchase Plan [Member]
Class Of Stock [Line Items]
Stock issued during period shares employee stock purchase plans							36,485
Stock issued during period value employee stock purchase plans							$ 351,000
Public Warrant
Class Of Stock [Line Items]
No of Warrents outstanding							0	6,563,767
Shares issued price per warrant							$ 11.50
Class of warrents exercised		40,491
Warrents expiration date	May 05, 2021
Exercise price per share		$ 0.01
Temporary Equity, Redemption Price Per Share	$ 0.01
Proceeds from warrants exercised for cash	$ 6,100,000
Adjustments to additional paid in capital, warrant issued		$ 31,400,000
Private Warrants
Class Of Stock [Line Items]
No of Warrents outstanding							3,295,000	3,570,000
Shares issued price per warrant							$ 11.50
Class of warrents exercised							275,000
Class of warrant or right redemption threshold trading days							20 days
Class of warrant or right redemption threshold consecutive trading days							30 days
Warrents expiration date							Mar. 05, 2025
Proceeds from Issuance of Common Stock							$ 3,200,000
Restricted Stock
Class Of Stock [Line Items]
Unrecognized stock based compensation							$ 9,000
Amotization period of unrecognized stock based compensation							2 years 4 months 24 days
Stock Issued During Period, Shares, Reverse Stock Splits						(826,510)
Issuance of restricted stock, Shares						471,850
Fair value of restricted stock						$ 6,000
Stock issued for services			173,552
Stock issued per share			$ 0.07
Restricted Stock \| Vincera Pharma [Member]
Class Of Stock [Line Items]
Stock Issued During Period, Shares, Reverse Stock Splits			(304,000)
Founders Shares [Member]
Class Of Stock [Line Items]
Stock Issued During Period, Shares, Reverse Stock Splits				(2,834,497)
Issuance of common stock					1,618,199
Common Stock
Class Of Stock [Line Items]
Issuance of common stock							3,500
Issuance of restricted stock, Shares								304
Common Stock \| Private Placement [Member]
Class Of Stock [Line Items]
Issuance of common stock							3,500,000
Share price							$ 14.50
Proceeds from Issuance of Private Placement							$ 47,400,000
Payments of Stock Issuance Costs							$ 3,300,000
Common Stock \| Private Warrants
Class Of Stock [Line Items]
Share redemption trigger price							$ 20.00

Stock Based Compensation - Additional Information (Details) - USD ($)		12 Months Ended
	May 31, 2020	Dec. 31, 2021	Dec. 31, 2020	May 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock based compensation		$ 13.8
Amotization period of unrecognized stock based compensation		9 months 18 days
Stock based compensation expense		$ 23,313,000	$ 4,382,000
Share-based Payment Arrangement, Expense		23,313,000	4,382,000
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock based compensation		$ 9,000
Amotization period of unrecognized stock based compensation		2 years 4 months 24 days
Stock based compensation expense		$ 23,100,000	$ 4,400,000
Twenty Thousand Twenty Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock reserved for issuance		3,490,046
Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of common stock reserved for issuance		163,515		200,000
Employee stock purchase plan annual increase shares percentage				1.00%
Employee stock purchase plan annual increase shares, shares				500,000
Share based compensation arrangement by share based payment award, discount from market price	15.00%
Purchase price of common stock expressed as a percentage of its fair value	85.00%
Stock issued during period shares employee stock purchase plans		36,485
Share-based Payment Arrangement, Expense		$ 176,000

Stock Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted, Stock Options	2,367	1,048,000
Options cancelled, Stock Options	(7)
Outstanding, Stock Options	3,408	1,048,000
Options vested and exercisable, Stock Options	916,000
Options granted, Weighted Average Exercise Price	$ 18.62	$ 19.00
Options cancelled, Weighted Average Exercise Price	19.00
Outstanding, Weighted Average Exercise Price	18.74	$ 19.00
Options vested and exercisable, Weighted Average Exercise Price	$ 18.67
Options granted, Weighted Average Remaining Contractual Life	9 years 3 months 18 days	10 years
Outstanding, Outstanding, Weighted Average Remaining Contractual Life	9 years 2 months 12 days	10 years
Options vested and exercisable, Weighted Average Remaining Contractual Life	9 years
Outstanding, Aggregate Intrinsic Value	$ 3

Stock Based Compensation - Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Valuation Model (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement [Abstract]
Exercise price	$ 18.62	$ 19.00
Expected term (years)	5 years 10 months 24 days	5 years 6 months
Volatility (annual)	76.30%	75.50%
Risk-free rate	0.90%	0.40%
Dividend yield (per share)	0.00%	0.00%

Stock Based Compensation - Schedule of Employee Service Share Based Compensation Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Expense	$ 23,313	$ 4,382
Research and Development [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Expense	14,988	2,053
General and Administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Payment Arrangement, Expense	$ 8,325	$ 2,329

Net Loss per Share Applicable to Common Stockholders -  Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net loss	$ (39,306)	$ (16,620)
Denominator:
Weighted average common shares outstanding, basic and diluted	17,176	5,252
Net loss per common share, basic and diluted	$ (2.29)	$ (3.16)

- 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 http://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 http://asc.fasb.org/extlink&oid=123359005&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 http://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 http://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 http://asc.fasb.org/extlink&oid=123482062&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 http://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 http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Net Loss per Share Applicable to Common Stockholders -  Schedule of Potential Common Stock Outstanding that was excluded from the Computation of Diluted Net Loss Per Share of Common Stock (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	6,703,000	11,182
Option Outstanding [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,408,000	1,048
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,295,000	10,134

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%	21.00%
State taxes, net of federal tax benefit	(1.00%)	4.50%
Change in fair value of warrant liabilities	12.40%	(6.50%)
Research and development	1.40%
Other	(1.20%)	(1.00%)
Change in valuation allowance	(32.60%)	(18.00%)
Income tax provision (benefit)	0.00%	0.00%

Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax asset
Net operating loss	$ 4,035	$ 1,785
Stock-based compensation	5,164	1,226
Depreciation and amortization	4,723	1
Research and development credit	891	3
Accruals and reserves	575	0
Lease liability	877	0
Total deferred income tax assets	16,265	3,015
Less: Valuation allowances	(15,436)	(3,015)
Deferred tax assets, net of valuation allowances	829	0
Deferred Tax Liabilities, Net [Abstract]
Right of use asset	(829)	0
Total deferred income tax liabilities	(829)	0
Net deferred taxes	$ 0	$ 0

Income Taxes - Schedule of Income Tax Contingencies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Uncertainties [Abstract]
Unrecognized Tax Benefits	$ 0	$ 0
Unrecognized Tax Benefits, Increase Decrease Resulting From Prior Period Tax Positions		0
Unrecognized Tax Benefits, Increase Decrease Resulting From Current Period Tax Positions	518	0
Unrecognized Tax Benefits	$ 518	$ 0

Income Taxes - Additional Information (Details) - USD ($)		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Provision for income tax		$ 0	$ 0
Current tax expense		0
Deferred tax assets valuation allowance	$ 0	0	0
Increase in valuation allowance		$ 12,400,000	$ 3,000,000.0
Tax credit carry forward expiration year		2039 days
Minimum [Member]
Operating Loss Carryforwards [Line Items]
Open Tax Year	2019
Maximum [Member]
Operating Loss Carryforwards [Line Items]
Open Tax Year	2021
U.S. Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	$ 19,000,000.0	$ 19,000,000.0
State
Operating Loss Carryforwards [Line Items]
Operating loss carry forward expiration year		2039 days
Net operating loss carryforward	700,000	$ 700,000
Research [Member] \| U.S. Federal
Operating Loss Carryforwards [Line Items]
Tax carry forward	1,000.0	1,000.0
Research [Member] \| State
Operating Loss Carryforwards [Line Items]
Tax carry forward	$ 500	$ 500