Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 01, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | VIRACTA THERAPEUTICS, INC. | |
Entity Central Index Key | 0001061027 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 38,197,345 | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity File Number | 000-51531 | |
Entity Tax Identification Number | 94-3295878 | |
Entity Address, Address Line One | 2533 S. Coast Hwy. 101, Suite 210 | |
Entity Address, City or Town | Cardiff | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92007 | |
City Area Code | 858 | |
Local Phone Number | 400-8470 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Trading Symbol | VIRX | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 23,472 | $ 103,554 |
Short-term investments | 53,595 | 0 |
Prepaid expenses and other current assets | 2,613 | 1,719 |
Total current assets | 79,680 | 105,273 |
Property and equipment, net | 184 | 242 |
Operating lease right-of-use asset | 362 | 640 |
Other assets | 1,972 | 2,397 |
Total assets | 82,198 | 108,552 |
Current Liabilities: | ||
Accounts payable | 1,616 | 2,901 |
Accrued expenses | 7,393 | 5,802 |
Operating lease liability | 378 | 381 |
Total current liabilities | 9,387 | 9,084 |
Long-term debt, net | 4,869 | 4,819 |
Operating lease liabilities, less current portion | 0 | 278 |
Other long-term liabilities | 130 | 0 |
Stockholders' equity: | ||
Convertible preferred stock, $0.0001 par value; 10,000,000 shares authorized as of September 30, 2022; 10,248 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 5,452 | 5,452 |
Common stock, $0.0001 par value; 400,000,000 shares authorized; 37,902,849 and 37,424,863 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 4 | 4 |
Additional paid-in capital | 267,103 | 254,592 |
Accumulated other comprehensive loss | (199) | 0 |
Accumulated deficit | (204,548) | (165,677) |
Total stockholders' equity (deficit) | 67,812 | 94,371 |
Total liabilities and stockholders' equity (deficit) | $ 82,198 | $ 108,552 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, shares issued | 10,248 | 10,248 |
Preferred stock, shares outstanding | 10,248 | 10,248 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 37,902,849 | 37,424,863 |
Common stock, shares outstanding | 37,902,849 | 37,424,863 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses: | ||||
Research and development | $ 7,139 | $ 7,088 | $ 19,559 | $ 16,558 |
Purchased and acquired in-process research and development | 0 | 4,000 | 0 | 88,478 |
General and administrative | 10,939 | 3,711 | 19,456 | 11,422 |
Total operating expenses | 18,078 | 14,799 | 39,015 | 116,458 |
Gain on royalty purchase agreement | 0 | 0 | 0 | 13,500 |
Loss from operations | (18,078) | (14,799) | (39,015) | (102,958) |
Other income (expense) | ||||
Gain on forgiveness of PPP Loan | 0 | 0 | 0 | 257 |
Interest income | 474 | 10 | 534 | 28 |
Interest expense | (139) | (125) | (390) | (352) |
Other expense | 0 | 0 | 0 | (290) |
Total other income (expense) | 335 | (115) | 144 | (357) |
Net loss | (17,743) | (14,914) | (38,871) | (103,315) |
Unrealized loss on short-term investments | (199) | 0 | (199) | 0 |
Comprehensive loss | $ (17,942) | $ (14,914) | $ (39,070) | $ (103,315) |
Net loss per share of common stock, basic and diluted | $ (0.47) | $ (0.40) | $ (1.03) | $ (3.44) |
Weighted-average shares used to compute basic and diluted net loss per share | 37,705,517 | 37,353,418 | 37,614,166 | 29,995,784 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Preferred Stock [Member] Series A-1 Convertible Preferred Stock [Member] | Preferred Stock [Member] Series B Convertible Preferred Stock [Member] | Preferred Stock [Member] Series C Convertible Preferred Stock [Member] | Preferred Stock [Member] Series D Convertible Preferred Stock [Member] | Preferred Stock [Member] Series E Convertible Preferred Stock [Member] | Preferred Stock [Member] Convertible preferred stock | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2020 | $ (46,200) | $ 1 | $ 2,968 | $ 15,484 | $ 9,392 | $ 16,589 | $ 38,869 | $ 4,714 | $ (50,915) | ||
Beginning Balance, shares at Dec. 31, 2020 | 906,000 | 4,819,000 | 2,788,000 | 1,588,000 | 2,224,000 | 7,392,000 | |||||
Issuance of common stock upon exercise of stock options | 81 | 81 | |||||||||
Issuance of common stock upon exercise of stock options, shares | 132,000 | ||||||||||
Issuance of common stock upon vesting of early exercised stock options, shares | 1,000 | ||||||||||
Issuance of common stock upon vesting of early exercised stock options ,Value | 1 | 1 | |||||||||
Share-based compensation | 644 | 644 | |||||||||
Issuance of common stock net of issuance costs | 62,317 | $ 1 | 62,316 | ||||||||
Issuance of common stock net of issuance costs, shares | 12,012,000 | ||||||||||
Issuance of common stock to fomer stockholders of Sunesis upon Merger | 97,982 | 97,982 | |||||||||
Issuance of common stock to fomer stockholders of Sunesis upon Merger, shares | 5,173,000 | ||||||||||
Reclassification of preferred stock warrant liability to equity | 396 | 396 | |||||||||
Conversion of convertible preferred stock into common stock upon Merger | 83,302 | $ 2 | $ (2,968) | $ (15,484) | $ (9,392) | $ (16,589) | $ (38,869) | 83,300 | |||
Conversion of convertible preferred stock into common stock upon Merger, shares | 18,812 | (4,819) | (2,788) | (1,588) | (2,224) | (7,392) | |||||
Issuance of convertible preferred stock to former stockholders of Sunesis upon Merger | 5,452 | $ 5,452 | |||||||||
Issuance of convertible preferred stock to former stockholders of Sunesis upon Merger, shares | 10 | ||||||||||
Net loss | (79,231) | (79,231) | |||||||||
Ending Balance at Mar. 31, 2021 | 124,744 | $ 4 | $ 5,452 | 249,434 | (130,146) | ||||||
Ending Balance, shares at Mar. 31, 2021 | 37,036,000 | 10,000 | |||||||||
Beginning Balance at Dec. 31, 2020 | (46,200) | $ 1 | $ 2,968 | $ 15,484 | $ 9,392 | $ 16,589 | $ 38,869 | 4,714 | (50,915) | ||
Beginning Balance, shares at Dec. 31, 2020 | 906,000 | 4,819,000 | 2,788,000 | 1,588,000 | 2,224,000 | 7,392,000 | |||||
Unrealized loss on short-term investments | 0 | ||||||||||
Net loss | (103,315) | ||||||||||
Ending Balance at Sep. 30, 2021 | 103,975 | $ 4 | $ 5,452 | 252,749 | (154,230) | ||||||
Ending Balance, shares at Sep. 30, 2021 | 37,281,000 | 10,000 | |||||||||
Beginning Balance at Mar. 31, 2021 | 124,744 | $ 4 | $ 5,452 | 249,434 | (130,146) | ||||||
Beginning Balance, shares at Mar. 31, 2021 | 37,036,000 | 10,000 | |||||||||
Issuance of common stock upon exercise of stock options | 136 | 136 | |||||||||
Issuance of common stock upon exercise of stock options, shares | 104,000 | ||||||||||
Issuance of common stock upon vesting of early exercised stock options, shares | 1,000 | ||||||||||
Issuance of common stock upon vesting of early exercised stock options ,Value | 1 | 1 | |||||||||
Share-based compensation | 1,386 | 1,386 | |||||||||
Net loss | (9,170) | (9,170) | |||||||||
Ending Balance at Jun. 30, 2021 | 117,097 | $ 4 | $ 5,452 | 250,957 | (139,316) | ||||||
Ending Balance, shares at Jun. 30, 2021 | 37,141,000 | 10,000 | |||||||||
Issuance of common stock upon exercise of stock options | 87 | 87 | |||||||||
Issuance of common stock upon exercise of stock options, shares | 139,000 | ||||||||||
Issuance of common stock upon vesting of early exercised stock options, shares | 1,000 | ||||||||||
Issuance of common stock upon vesting of early exercised stock options ,Value | 1 | 1 | |||||||||
Share-based compensation | 1,704 | 1,704 | |||||||||
Unrealized loss on short-term investments | 0 | ||||||||||
Net loss | (14,914) | (14,914) | |||||||||
Ending Balance at Sep. 30, 2021 | 103,975 | $ 4 | $ 5,452 | 252,749 | (154,230) | ||||||
Ending Balance, shares at Sep. 30, 2021 | 37,281,000 | 10,000 | |||||||||
Beginning Balance at Dec. 31, 2021 | 94,371 | $ 4 | $ 5,452 | 254,592 | (165,677) | ||||||
Beginning Balance, shares at Dec. 31, 2021 | 37,425,000 | 10,000 | |||||||||
Issuance of common stock upon exercise of stock options | 7 | 7 | |||||||||
Issuance of common stock upon exercise of stock options, shares | 7,000 | ||||||||||
Issuance of common stock upon vesting of restricted stock units | 53,000 | ||||||||||
Issuance of common stock upon vesting of early exercised stock options, shares | 1,000 | ||||||||||
Issuance of common stock upon vesting of early exercised stock options ,Value | 1 | 1 | |||||||||
Share-based compensation | 1,772 | 1,772 | |||||||||
Net loss | (10,546) | (10,546) | |||||||||
Ending Balance at Mar. 31, 2022 | 85,605 | $ 4 | $ 5,452 | 256,372 | (176,223) | ||||||
Ending Balance, shares at Mar. 31, 2022 | 37,486,000 | 10,000 | |||||||||
Beginning Balance at Dec. 31, 2021 | $ 94,371 | $ 4 | $ 5,452 | 254,592 | (165,677) | ||||||
Beginning Balance, shares at Dec. 31, 2021 | 37,425,000 | 10,000 | |||||||||
Issuance of common stock upon exercise of stock options, shares | 83,000 | ||||||||||
Unrealized loss on short-term investments | $ (199) | ||||||||||
Net loss | (38,871) | ||||||||||
Ending Balance at Sep. 30, 2022 | 67,812 | $ 4 | $ 5,452 | 267,103 | $ (199) | (204,548) | |||||
Ending Balance, shares at Sep. 30, 2022 | 37,903,000 | 10,000 | |||||||||
Beginning Balance at Mar. 31, 2022 | 85,605 | $ 4 | $ 5,452 | 256,372 | (176,223) | ||||||
Beginning Balance, shares at Mar. 31, 2022 | 37,486,000 | 10,000 | |||||||||
Issuance of common stock upon exercise of stock options | 24 | 24 | |||||||||
Issuance of common stock upon exercise of stock options, shares | 19,000 | ||||||||||
Issuance of common stock upon vesting of restricted stock units | 48,000 | ||||||||||
Issuance of common stock upon vesting of early exercised stock options, shares | 1,000 | ||||||||||
Share-based compensation | 1,956 | 1,956 | |||||||||
Net loss | (10,582) | (10,582) | |||||||||
Ending Balance at Jun. 30, 2022 | 77,003 | $ 4 | $ 5,452 | 258,352 | (186,805) | ||||||
Ending Balance, shares at Jun. 30, 2022 | 37,554,000 | 10,000 | |||||||||
Issuance of common stock upon exercise of stock options | 70 | 70 | |||||||||
Issuance of common stock upon exercise of stock options, shares | 57,000 | ||||||||||
Issuance of common stock upon vesting of restricted stock units | 48,000 | ||||||||||
Issuance of common stock upon vesting of early exercised stock options, shares | 1,000 | ||||||||||
Issuance of common stock upon vesting of early exercised stock options ,Value | 1 | 1 | |||||||||
Share-based compensation | 7,646 | 7,646 | |||||||||
Issuance of common stock through "at the market" offering, net, shares | 243,000 | ||||||||||
Issuance of common stock through "at the market" offering, net, Value | 1,034 | 1,034 | |||||||||
Unrealized loss on short-term investments | (199) | (199) | |||||||||
Net loss | (17,743) | (17,743) | |||||||||
Ending Balance at Sep. 30, 2022 | $ 67,812 | $ 4 | $ 5,452 | $ 267,103 | $ (199) | $ (204,548) | |||||
Ending Balance, shares at Sep. 30, 2022 | 37,903,000 | 10,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net loss | $ (38,871) | $ (103,315) |
Adjustments to reconcile net loss to net cash used in by operating activities: | ||
Gain on forgiveness of PPP Loan | 0 | (257) |
Acquired in-process research and development | 0 | 84,478 |
Purchased in-process research and development | 0 | 4,000 |
Share-based compensation expense | 11,374 | 3,734 |
Depreciation and amortization | 153 | 119 |
Amortization of premiums and accretion of discounts on short-term investments, net | (175) | 0 |
Change in fair value of preferred stock warrant liability | 0 | 290 |
Change in operating assets and liabilities: | ||
Prepaid expenses and other assets | (894) | (1,359) |
Other assets | 425 | 743 |
Accounts payable | (1,285) | 118 |
Accrued expenses | 1,592 | (203) |
Lease liabilities, net | (3) | 12 |
Other long-term liabilities | 130 | 0 |
Net cash used in operating activities | (27,554) | (11,640) |
Investing activities | ||
Purchase of property and equipment | (45) | (233) |
Purchased in-process research and development | 0 | (4,000) |
Purchases of short-term investments | (54,418) | 0 |
Proceeds from maturity of short-term investments | 800 | |
Cash acquired in connection with the Merger | 0 | 17,143 |
Net cash (used in) provided by investing activities | (53,663) | 12,910 |
Financing activities | ||
Issuance of common stock, net of issuance costs | 1,034 | 62,320 |
Exercise of warrants and stock options to purchase common stock | 101 | 304 |
Net cash provided by financing activities | 1,135 | 62,624 |
Net increase (decrease) in cash and cash equivalents | (80,082) | 63,894 |
Cash and cash equivalents at beginning of period | 103,554 | 47,089 |
Cash and cash equivalents at end of period | 23,472 | 110,983 |
Supplemental disclosure of cash flow information | ||
Interest paid | 332 | 257 |
Noncash financing activities | ||
Warrant liability reclassification to equity | 0 | 396 |
Issuance of convertible preferred stock upon merger | 0 | 5,452 |
Conversion of convertible preferred stock into common stock upon Merger | 0 | 83,302 |
Issuance of common stock upon Merger | $ 0 | $ 97,982 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Viracta Therapeutics, Inc. (“Viracta,” the “Company,” or the “combined company”), formerly known as Sunesis Pharmaceuticals, Inc., was incorporated in the state of Delaware in February 1998 and is based in San Diego, California. Viracta is a precision oncology company, focused on the development of new medicines targeting virus-associated cancers. Viracta’s lead product candidate is an all-oral combination therapy of its proprietary investigational drug, nanatinostat and the antiviral agent valganciclovir (collectively referred to as “Nana-val”). Nana-val is currently being investigated in multiple ongoing clinical trials, including NAVAL-1, a pivotal, global, multicenter, open-label Phase 2 basket trial for the treatment of multiple subtypes of relapsed/refractory (“R/R”) Epstein-Barr virus-positive (“EBV + ”) lymphoma, as well as a multinational, open-label Phase 1b/2 trial for the treatment of EBV + recurrent or metastatic nasopharyngeal carcinoma (“R/M NPC”) and other EBV + solid tumors. Viracta’s development pipeline also includes vecabrutinib, a clinical-stage non-covalent ITK/BTK inhibitor and VRx-510 (formerly SNS-510), a preclinical-stage PDK-1 inhibitor. Viracta is evaluating future development and collaboration opportunities for vecabrutinib in combination with chimeric antigen receptor (“CAR”) T-cell therapies and VRx-510 in multiple oncology and other indications. Merger Transaction between Private Viracta Therapeutics, Inc. and Sunesis Pharmaceuticals, Inc. and Name Change On November 29, 2020, the Company, then operating as Sunesis Pharmaceuticals, Inc., entered into an agreement and plan of merger and reorganization (the “Merger Agreement”) with privately-held Viracta Therapeutics, Inc. (“Private Viracta”) and Sol Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”). On February 24, 2021, the transactions contemplated by the Merger Agreement were completed, and Merger Sub merged into Private Viracta, with Private Viracta surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). Sunesis changed its name to Viracta Therapeutics, Inc. On February 25, 2021, the combined company’s common stock began trading on The Nasdaq Global Select Market under the ticker symbol “VIRX”. Except as otherwise indicated, references herein to “Viracta,” the “Company,” or the “combined company”, refer to Viracta Therapeutics, Inc. on a post-Merger basis, and the term “Private Viracta” refers to the business of privately-held Viracta Therapeutics, Inc., prior to the completion of the Merger. References to “Sunesis” refer to Sunesis Pharmaceuticals, Inc. prior to completion of the Merger. Pursuant to the terms of the Merger Agreement, each outstanding share of Private Viracta common stock outstanding immediately prior to the closing of the Merger was converted into approximately 0.1119 shares of Company common stock (the “Exchange Ratio”), after taking into account the Reverse Stock Split, as defined below. Immediately prior to the closing of the Merger, all shares of Private Viracta preferred stock then outstanding were exchanged into shares of common stock of Private Viracta. In addition, all outstanding options exercisable for common stock of Private Viracta and warrants exercisable for capital stock of Private Viracta became options and warrants exercisable for the same number of shares of common stock of the Company multiplied by the Exchange Ratio at an exercise price equal to the pre-Merger price divided by the Exchange Ratio. Immediately following the Merger, stockholders of Private Viracta owned approximately 86 % of the outstanding common stock of the combined company. This transaction was accounted for as a reverse asset acquisition in accordance with generally accepted accounting principles in the United States of America (“GAAP”), as Viracta was considered to be acquiring Sunesis and the Merger was accounted for as an asset acquisition, even though Sunesis was the legal acquirer and the issuer of the common stock in the Merger. This determination was primarily based on the facts that, immediately following the Merger: (i) Private Viracta’s stockholders owned a substantial majority of the voting rights in the combined company, (ii) Private Viracta designated a majority of the members of the initial board of directors of the combined company, and (iii) Private Viracta’s senior management holds all key positions in the senior management of the combined company. As a result, as of the closing date of the Merger, the net assets of Sunesis were recorded at their acquisition-date relative fair values in the accompanying condensed consolidated financial statements of the Company and the reported operating results prior to the Merger are those of Private Viracta. To determine the accounting for this transaction under GAAP, a company must assess whether an integrated set of assets and activities should be accounted for as an acquisition of a business or an asset acquisition. The guidance required an initial screen test to determine if substantially all of the fair value of the gross assets acquired was concentrated in a single asset or group of similar assets. The initial screen test was not met as there was no single asset or group of similar assets for Sunesis that represented a significant majority in this acquisition. However, at the time of the closing of the Merger, Sunesis did not have processes or an organized workforce that significantly contributed to its ability to create outputs, and substantially all of its fair value was concentrated in cash, working capital, and in-process research and development (“IPR&D”). As such, the acquisition was treated as an asset acquisition. Concurrent with the execution of the Merger Agreement, Private Viracta entered into an agreement for the sale of common stock in a private placement, which was completed immediately prior to the close of the Merger and resulted in gross proceeds of $ 65.0 million. In connection with the closing of the Merger and the concurrent private placement of common stock, the holders of the Company’s preferred stock waived their right to exchange their shares into any class of the Company’s stock other than common stock. On February 24, 2021, in connection with, and prior to the completion of, the Merger, the Company effected a 3.5-for-one reverse stock split of its then outstanding common stock (the “Reverse Stock Split”). The par value and the authorized shares of the common stock were not adjusted as a result of the Reverse Stock Split. Unless otherwise noted herein, references to share and per-share amounts give retroactive effect to the Reverse Stock Split and the Exchange Ratio which was effected upon the Merger. Liquidity and Risks As of September 30, 2022, the Company has devoted substantially all of its efforts to product development and has not realized product sales revenues from its planned principal operations. The Company has a limited operating history, and the sales and income potential of the Company’s business and market are unproven. The Company has experienced net losses since its inception and, as of September 30, 2022, had an accumulated deficit of $ 204.5 million. The Company expects to continue to incur net losses for at least the next several years. A successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company’s cost structure. If the Company is unable to generate revenues adequate to support its cost structure, the Company will need to raise additional capital through the issuance of its common stock, through other equity or debt financings or through collaborations or partnerships with other companies. As of September 30, 2022, the Company had cash, cash equivalents and short-term investments of $ 77.1 million and working capital of $ 70.3 million. On November 4, 2021, the Company entered into a loan and security agreement with Silicon Valley Bank (“SVB”) and Oxford Finance LLC (“Oxford”), collectively referred to as “Lenders,” for up to $ 50.0 million, with $ 5.0 million refinanced at the time of entering into the agreement and $ 45.0 million available under certain circumstances, as amended August 26, 2022. The second tranche of $ 20.0 million is available upon request by the Company and Lenders' approval until December 30, 2022 and the third tranche, $ 25.0 million, is available at the Company's request subject to Lenders' discretion. As of September 30, 2022, neither tranche had been requested. Based on the Company’s current financial position and business plan, management believes that its existing cash, cash equivalents and short-term investments will be sufficient to fund the Company’s planned operations for at least twelve months from the issuance date of these condensed consolidated financial statements. The COVID-19 pandemic has caused significant business disruption around the globe. The effects of the COVID-19 pandemic continue to rapidly evolve, and the full impact of the COVID-19 pandemic remains highly uncertain and subject to change. The Company has taken certain measures and continues to evaluate other potential measures to mitigate the impact of the COVID-19 pandemic on our clinical trials. The Company does not yet know the full extent of potential delays or impacts on our business, our clinical trials, healthcare systems or the global economy as a whole. These effects could have a material impact on our operations, including the timing and ability of the Company to complete certain clinical trials and other efforts required to advance the development of its product candidates and raise additional capital. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with GAAP and follow the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. In management’s opinion, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position and its results of operations and its cash flows for the periods presented. These statements do not include all disclosures required by GAAP and should be read in conjunction with the Company’s financial statements and accompanying notes for the year ended December 31, 2021 , which are contained in the Company’s Current Report on Form 10-K filed with the SEC on March 17, 2022. The results for interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ materially from those estimates. Short-Term Investments Short-term investments are marketable securities with maturities greater than three months from date of purchase that are specifically identified to fund current operations. These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date, which reflects management’s intention to use the proceeds from sales of these securities to fund our operations, as necessary. The cost of short-term investments is adjusted for amortization of premiums or accretion of discounts to maturity, and such amortization or accretion is included in interest income. Dividend and interest income is recognized as interest income on the statements of operations and comprehensive loss when earned. Short-term investments are classified as available-for-sale securities and carried at fair value with unrealized gains and non-credit related losses recorded in other comprehensive income (loss) and included as a separate component of stockholders’ equity. Realized gains and losses from the sale of available-for-sale securities are determined on a specific identification basis and included in interest income on the condensed consolidated statements of operations and comprehensive loss. Allowance for Credit Losses For available-for-sale securities in an unrealized loss position, we first assess whether we intend to sell, or if it is more likely than not that we will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through earnings. For available-for-sale securities that do not meet the aforementioned criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, we consider the severity of the impairment, any changes in interest rates, market conditions, changes to the underlying credit ratings and forecasted recovery, among other factors. The credit-related portion of unrealized losses, and any subsequent improvements, are recorded in interest income through an allowance account. Any impairment that has not been recorded through an allowance for credit losses is included in other comprehensive income (loss) on the unaudited condensed statements of operations and comprehensive loss. We elected the practical expedient to exclude the applicable accrued interest from both the fair value and amortized costs basis of our available-for-sale securities for purposes of identifying and measuring an impairment. Accrued interest receivable on available-for-sale securities is recorded within prepaid expenses and other current assets on our unaudited condensed consolidated balance sheets. Our accounting policy is to not measure an allowance for credit loss for accrued interest receivable and to write-off any uncollectible accrued interest receivable as a reversal of interest income in a timely manner, which we consider to be in the period in which we determine the accrued interest will not be collected by us. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and short-term investments. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash, cash equivalents and short-term investments. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. Clinical Trial and Contracts Accruals The Company accrues clinical trial costs based on work performed. In determining the amount to accrue, the Company relies on estimates of total costs incurred based on enrollment, the completion of clinical trials and other events. The Company follows this method because it is believed to provide reasonably dependable estimates of the costs applicable to various stages of a clinical trial. However, the actual costs and timing of clinical trials are highly uncertain, subject to risks and may change depending on a number of factors. Differences between the actual clinical trial costs and the estimated clinical trial costs that have been accrued in any prior period are recognized in the subsequent period in which the actual costs become known. Historically, estimated accrued expenses have approximated actual expenses incurred; however, material differences could occur in the future. Research and Development Expenses Research and development costs are expensed as incurred. These costs consist primarily of salaries and other personnel-related expenses, including share-based compensation; facility-related expenses; and services performed by clinical research organizations, research institutions, and other outside service providers. The Company makes estimates of its accrued expenses as of each balance sheet date in the condensed consolidated financial statements based on facts and circumstances known to us at that time. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. This process involves reviewing contract and purchase orders, reviewing the terms of vendor agreements, communicating with applicable personnel to identify services that have been performed on the Company's behalf and estimating the level of service performed and the associated cost incurred for the services when it has not yet been invoiced or otherwise notified of actual cost. The majority of the Company's service providers invoice monthly in arrears for services performed. Share-Based Compensation The Company accounts for share-based compensation expense related to stock options granted to employees, members of the board of directors, and outside consultants by estimating the fair value of each stock option on the date of grant or modification date using the Black-Scholes option pricing model. The Company accounts for restricted stock units (“RSUs”) by determining the fair value of each restricted stock unit based on the closing market price of the common stock on the date of grant or modification date. The Company recognizes share-based compensation on a straight-line basis over the requisite service period of the stock-based award, and forfeitures are recognized as they occur. The estimate of fair value for share-based compensation for stock options requires management to make estimates and judgments about, among other things, employee exercise behavior and volatility of the Company’s common stock. The judgments directly affect the amount of compensation expense that will be recognized. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is used in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed its operations and managed its business as one segment operating in the United States. All long-lived assets were located in the United States at September 30, 2022 and December 31, 2021. Investments The Company invests in available-for-sale securities consisting of money market funds, commercial paper, corporate debt securities, U.S. Treasury securities and U.S. agency bonds. Available-for-sale securities are classified as either cash, cash equivalents or short-term investments on the Company's unaudited condensed consolidated balance sheets. The following table summarizes, by major security type, the Company's short-term investments that are measured at fair value on a recurring basis, in thousands: September 30, 2022 Maturities Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents: Money market funds 1 or less $ 19,467 $ — $ — $ 19,467 Commercial paper 1 or less 2,097 — — 2,097 Total cash equivalents 21,564 — — 21,564 Short-term investments: U.S. Treasury securities 2 or less 18,931 — ( 119 ) 18,812 Commercial paper 1 or less 29,441 — ( 46 ) 29,395 Corporate debt securities 2 or less 2,669 — ( 7 ) 2,662 U.S. Agency bonds 1 or less 2,753 — ( 27 ) 2,726 Total short-term investments 53,794 — ( 199 ) 53,595 Total $ 75,358 $ — $ ( 199 ) $ 75,159 The Company has classified investments with remaining maturity at purchase of more than three months and remaining maturities of one year or less as short-term investments. The Company has also classified investments with remaining maturities of greater than one year as short-term investments, which reflects management's intention to use the proceeds from sales of these securities to fund our operations, as necessary. As of September 30, 2022, the unrealized losses for available-for-sale investments were primarily due to changes in interest rates and not due to increased credit risks associated with specific securities. The Company does not currently intend to sell the investments before recovery of their amortized cost basis, which may be at the time of maturity. As of September 30, 2022, no allowance for credit losses was recorded and the Company did not recognize any impairment losses related to investments. As of September 30, 2022, none of the short-term investments were in a continuous unrealized loss position greater than 12 months. Accrued interest receivable on available-for-sale securities was $ 0.1 million at September 30, 2022. At December 31, 2021, there was no accrued interest receivable on available-for-sale securities. We have no t written off any accrued interest receivables for the nine months ended September 30, 2022 and 2021. Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring 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. As such, fair value is a market- based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying amounts of the Company’s cash and cash equivalents, prepaid expenses, accounts payable and accrued liabilities approximate fair values for these financial instruments due to their short maturities. Available-for-sale securities consist of U.S. Treasury securities, which are measured at fair value using Level 1 inputs and commercial paper, corporate debt securities, and U.S. Agency bonds, which is measured at fair value using Level 2 inputs. The Company determines the fair value of Level 2 related securities with the aid of valuations provided by third parties using proprietary valuation models and analytical tools. These valuation models and analytical tools use market pricing or prices for similar instruments that are both objective and publicly available, including matrix pricing or reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids and/or offers. Below is a summary of assets, including cash equivalents and short-term investments, measured at fair value as of September 30, 2022 , in thousands. Fair Value Measurements Using September 30, 2022 Level 1 Level 2 Cash equivalents: Money market funds $ 19,467 $ 19,467 $ — Commercial paper 2,097 — 2,097 Total cash equivalents 21,564 19,467 2,097 Short-term investments: U.S. Treasury securities 18,812 18,812 — Commercial paper 29,395 — 29,395 Corporate debt securities 2,662 — 2,662 U.S. Agency bonds 2,726 — 2,726 Total short-term investments 53,595 18,812 34,783 Total $ 75,159 $ 38,279 $ 36,880 The money market funds, classified as cash equivalents, are Level 1 and had an amortized cost and estimated fair value of $ 14.9 million as of December 31, 2021. The preferred stock warrant liability, a level 3 fair value measurement, was zero as of September 30, 2022 and December 31, 2021, due to the reclassification to equity. The Company had no liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 . Preferred Stock Warrant Liability The assumptions used in the Black-Scholes option pricing model to determine the fair value of the preferred stock warrant liability were as follows: February 24, 2021 Expected volatility 90.2 % Risk-free interest rate 1.38 % Expected dividend yield 0 % Expected term 9.3 years Fair value per share of preferred stock $ 17.15 The following table provides a reconciliation of the preferred stock warrant liability measured at fair value using Level 3 significant unobservable inputs (in thousands): Preferred Stock Balance at December 31, 2020 $ 106 Change in fair value of preferred stock warrant liability 290 Reclassification to equity ( 396 ) Balance at December 31, 2021 $ — Net Loss Per Share Basic loss per common share is computed by dividing net loss by the weighted average number of common shares and warrants to purchase common stock for nominal consideration outstanding during the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the common stock equivalents. For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding due to the Company's net loss position. The following common stock equivalent securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: September 30, 2022 2021 Shares issuable upon conversion of preferred stock 292,799 292,799 Common stock options and RSUs outstanding 7,780,972 4,861,949 ESPP shares pending issuance 22,120 — Warrants to purchase common stock 23,100 23,100 Total excluded securities 8,118,991 5,177,848 Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendment requires acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The ASU will be effective for the Company for the annual periods beginning after December 15, 2022, with early adoption permitted. The Company early adopted ASU 2021-08 in the fourth quarter of 2021 with no material impact on its condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments , which will require a reporting entity to use a new forward-looking impairment model for most financial assets that generally will result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, credit losses will be recognized as allowances rather than as reductions in amortized cost. Entities will apply the guidance as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , to increase stakeholders’ awareness of the amendments and to expedite improvements to the Codification. In May 2019, the FASB issued ASU 2019-05, Financial Instruments—Credit Losses, Topic 326 , providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. These ASUs do not change the core principle of the guidance in ASU 2016-13. Instead, these amendments are intended to clarify and improve operability of certain topics. In November 2019, FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses , which defers the effective dates of the new credit losses standard for all entities except SEC filers that are not smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The standard and other related subsequently issued ASUs will be effective for the Company for annual periods beginning after December 15, 2022, with early adoption permitted. The Company has adopted this pronouncement in the third quarter of 2022 with no material impact on its condensed consolidated financial statements. |
Collaboration and License Agree
Collaboration and License Agreements | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Text Block [Abstract] | |
Collaboration and License Agreements | Collaboration and License Agreements Shenzhen Salubris Pharmaceuticals Co. Ltd. License Agreement On November 30, 2018, the Company entered into a License Agreement (the “Salubris Agreement”) with Shenzhen Salubris Pharmaceutical Co. Ltd., (“Salubris”), pursuant to which the Company granted an exclusive, royalty-bearing license, with the right to grant sublicenses to Salubris to research, develop, use, make, have made, sell, offer for sale, have sold, import, and otherwise commercialize nanatinostat in combination with an antiviral drug such as valganciclovir in the Republic of China, excluding Hong Kong, Macau, and Taiwan. On August 19, 2021, the Company, through its wholly-owned subsidiary, Viracta Subsidiary, Inc., entered into a Mutual Termination Agreement with Salubris, effective August 20, 2021 (the “Termination Agreement”), pursuant to which the parties agreed to terminate the Salubris Agreement. Under the terms of the Termination Agreement, the Company paid Salubris a payment in the amount of $ 4.0 million on the effective date of the Termination Agreement, and all licenses granted by the Company to Salubris automatically terminated. ImmunityBio License Agreement On May 1, 2017, the Company entered into a License Agreement (the “NK Agreement”) with ImmunityBio, Inc., formerly NantKwest, Inc. (“ImmunityBio”) whereby the Company granted an exclusive worldwide license to ImmunityBio and its affiliates to develop and commercialize nanatinostat for use in combination with NK cell immunotherapies. ImmunityBio will be responsible for conducting all necessary studies, including safety studies and clinical trials necessary in connection with seeking regulatory approvals to market the product in any territory. If ImmunityBio requires nanatinostat, the Company has the right to manufacture nanatinostat to be sold as part of a therapeutic product utilizing nanatinostat at a transfer price related to Viracta’s cost to ImmunityBio. In accordance with the NK Agreement, the Company is also eligible to receive up to a total of $ 100.0 million in milestone payments, with respect to the licensed products. The Company is eligible to earn tiered royalties on net sales of licensed products by ImmunityBio, its affiliates or sublicensees, ranging from the low to mid-single digits. The Company has recognized no revenue from milestones (variable consideration), which are fully constrained, or royalties to date. Unless earlier terminated, the NK Agreement will continue until the expiration of all applicable royalty terms on a product-by-product and country-by-country basis. There are no performance, cancellation, termination, or refund provisions in the arrangement that contain material financial consequences to the Company. |
Financial Statement Details
Financial Statement Details | 9 Months Ended |
Sep. 30, 2022 | |
Financial Statement Details [Abstract] | |
Financial Statement Details | 4. Financial Statement Details Accrued expenses consist of the following (in thousands): September 30, December 31, 2022 2021 Accrued payroll and benefits $ 2,635 $ 1,695 Accrued clinical trial and contract expenses 3,879 3,380 Accrued professional services and expenses 204 180 Other accrued expenses 675 547 Total accrued expenses $ 7,393 $ 5,802 Accrued payroll and benefits includes a non-recurring charge associated with the separation agreement for the former Chief Executive Officer as of September 30, 2022. Total costs were $ 0.8 million, of which $ 0.7 million was included in accrued expenses and the remaining $ 0.1 million was included in other long-term liabilities as of September 30, 2022. |
XOMA Transaction
XOMA Transaction | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
XOMA Transaction | 5. XOMA Transaction In December 2019, the Company entered into a license agreement with DOT Therapeutics-1, LLC (“DOT-1”) to grant DOT-1 a worldwide, exclusive license of DAY101. The DOT-1 license agreement includes up to $ 57.0 million in potential pre-commercialization, event-based milestone payments and royalty payments on future sales of DAY101, when and if approved and commercialized, $ 3.0 million of which was received by the Company prior to the XOMA Transaction. Also in December 2019, the Company entered into an agreement to license vosaroxin to Denovo Biopharma LLC, which includes up to $ 57.0 million in potential regulatory and commercial milestones, and double-digit royalties on future sales of vosaroxin, when and if approved and commercialized. The potential milestone and royalty payments related to DAY101 and vosaroxin were sold in the XOMA Transaction. On March 22, 2021, the Company entered into a Royalty Purchase Agreement with XOMA (US) LLC (“XOMA”), in which XOMA purchased the potential future milestones and royalties associated with existing licenses relating to two clinical-stage product candidates, DAY101 and vosaroxin, which were obtained in the Merger (the “XOMA Transaction”). The Company received an upfront payment of $ 13.5 million and may receive up to $ 20.0 million in a pre-commercialization, event-based milestone. The upfront payment is nonrefundable, there are no clawback provisions, and the Company has no significant involvement or obligations going forward related to potential future milestones and royalties. The Company has recognized no income from the pre-commercialization, event-based milestone to date. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Loan Agreement On November 4, 2021, the Company entered into a loan and security agreement, as amended August 26, 2022 (the “Loan Agreement”) with Silicon Valley Bank (“SVB”) and Oxford Finance, LLC for up to $ 50.0 million. In connection with entering into the Loan Agreement, the Company and SVB agreed to terminate the Company’s prior $ 15.0 million loan and security agreement with SVB. The existing $ 5.0 million debt balance from the Company’s previous credit facility with SVB was replaced under this Loan Agreement. The Loan Agreement was accounted for as a modification based on the effect of changes in terms from the original SVB Loan Agreement. Under the terms of the Loan Agreement, the remaining $ 45.0 million is available in two additional tranches of $ 20.0 million and $ 25.0 million under certain circumstances, and the Company is under no obligation to draw funds in the future. The second tranche of $20.0 million is available upon request by the Company and Lenders approval until December 30, 2022, and the third tranche, $25.0 million, is available at the Company's request subject Lenders' discretion. As of September 30, 2022 , neither tranche had been requested. The loan will be due on the scheduled maturity date of November 1, 2026 (the “Maturity Date”). In accordance with the original terms of the Loan Agreement, repayment of the loan is interest only through December 31, 2023, and if evidence of positive Phase 1(b) data in the EBV + solid tumor trial sufficient to advance into Phase 2 is delivered to the Lenders and confirmed by the Company's board of directors prior to December 31, 2023 (the “Milestone”), the interest-only period would be extended through December 31, 2024. This period of interest only will be followed by 35 equal monthly payments of principal plus accrued interest commencing on January 1, 2024, or if the Milestone is achieved, the period of interest only will be followed by 23 equal monthly payments of principal plus accrued interest commencing on January 1, 2025. The per annum interest rate for any outstanding loan is equal to the greater of (i) 8.15 % and (ii) the sum of (a) the Prime Rate, as reported in The Wall Street Journal on the last business day of the month that immediately precedes the month in which the interest will accrue, plus (b) 4.90 %. As of September 30, 2022, the per annum interest rate was 10.40 %. In addition, a final payment of 5.0 % of the amount of the loan drawn will be due on the earlier of the Maturity Date, acceleration of the loan, or prepayment of the loan. The final payment is being accrued through interest expense using the effective interest method. If the Company elects to prepay the loan, a prepayment fee equal to 1 % or 2 % of the then outstanding principal balance will also be due, depending upon when the prepayment occurs. If the Company elects to not draw certain portions of the loan, the Company will incur a 3 % fee on the undrawn portion. The Company is subject to customary affirmative and restrictive covenants under the Loan Agreement. The Company’s obligations under the Loan Agreement are secured by a first priority security interest in substantially all of its current and future assets, other than the Company's intellectual property and excluding assets acquired in the Merger. The Company has also agreed not to encumber its intellectual property assets, except as permitted by the Loan Agreement. As of September 30, 2022, the Company was in compliance with nonfinancial covenants. The Loan Agreement also contains customary indemnification obligations and customary events of default, including, among other things, the Company’s failure to fulfill certain obligations under the Loan Agreement and the occurrence of a material adverse change in the Company’s business, operations, or condition (financial or otherwise), a material impairment of the prospect of repayment of any portion of the loan, or a material impairment in the perfection or priority of Lenders' lien in the collateral or in the value of such collateral. In the event of default by the Company under the Loan Agreement, the Lenders would be entitled to exercise their remedies thereunder, including the right to accelerate the debt, upon which the Company may be required to repay all amounts then outstanding under the Loan Agreement. As of September 30, 2022, the Company was in compliance with all financial covenants under the Loan Agreement and there had been no material adverse change. The debt issuance costs are being accounted for as a debt discount. The debt discount is being amortized as interest expense over the term of the loan using the effective interest method. The carrying value of the debt approximates the fair value (Level 2) as of September 30, 2022. The following table summarizes future principal payments (in thousands) under the terms of the Loan Agreement: Years Ending December 31, 2022 (remaining) $ — 2023 — 2024 1,714 2025 1,714 Thereafter 1,572 Total future principal payments 5,000 Unamortized discount ( 131 ) Total, net $ 4,869 |
Merger
Merger | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Merger | 7. Merger The Merger, which closed on February 24, 2021, was accounted for as a reverse asset acquisition pursuant to Topic 805, Business Combinations , as substantially all of its fair value was concentrated in cash, working capital, and IPR&D. As the IPR&D assets had no alternative future use, the fair value attributable to these assets was recorded as acquired IPR&D in the Company’s condensed consolidated statements of operations for the nine months ended September 30, 2021. The estimated fair value of total consideration given was $ 103.4 million based on 5,173,772 shares of Sunesis common stock and 10,248 shares of Sunesis convertible preferred stock (or 292,799 Sunesis common shares on an as-converted basis) outstanding immediately prior to the merger date. The number of outstanding common stock and preferred stock on an as-converted basis was multiplied by the Sunesis closing common stock price of $ 18.62 on the date of the merger, plus transaction costs of $ 1.6 million, to determine the estimated fair value of total consideration. The allocation of the purchase price is as follows (in thousands): Net assets acquired (1) $ 18,956 Acquired IPR&D (2) 84,478 Purchase price $ 103,434 (1) Net assets acquired (in thousands): Cash and cash equivalents $ 17,143 Prepaid expenses and other assets 3,768 Accounts payable and accrued liabilities ( 1,955 ) Net assets acquired $ 18,956 (2) Represents the research and development projects of Sunesis which were in-process, but not yet completed. Current accounting standards require that the fair value of IPR&D projects acquired in an asset acquisition with no alternative future use be allocated a portion of the consideration transferred and charged to expense on the acquisition date. The acquired IPR&D assets did not have outputs or employees. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity Common Stock The total number of shares of common stock of Viracta outstanding as of September 30, 2022 and December 31, 2021 was 37,902,849 and 37,424,863 , respectively. Concurrent Financing On February 24, 2021, immediately prior to the closing of the Merger, the Company completed the February 2021 private placement offering of an aggregate of 12,012,369 shares of common stock for gross proceeds of $ 65.0 million and incurred fees and other offering costs of $ 2.7 million. Sale Agreement On May 28, 2021, the Company entered into an Open Market Sale Agreement SM (the “Sale Agreement”) with Jefferies LLC (the “Sales Agent”), under which the Company may offer and sell up to $ 50.0 million shares (the “Shares”) of its common stock, par value $ 0.0001 per share (“Common Stock”), from time to time through the Sales Agent. The sales and issuances, if any, of the Shares by the Company under the Sale Agreement will be pursuant to the Company’s registration statement on Form S-3 (the “Registration Statement”), filed with the SEC on May 28, 2021 and declared effective by the SEC on June 4, 2021. Sales, if any, of the Shares pursuant to the Sale Agreement may be made in negotiated transactions or transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made directly on The Nasdaq Stock Market, or sales made into any other existing trading market for the Common Stock. The Sales Agent is not required to sell any specific amount of securities, but will act as the Company’s sales agent using commercially reasonable efforts to sell the Shares from time to time, consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock Market, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). During the three and nine months ended September 30, 2022, the Company sold 242,672 shares of its common stock pursuant to the Sales Agreement at a weighted average price per share of $ 4.39 for $ 1.0 million, net of commissions. Convertible Preferred Stock In connection with the Merger, all of the outstanding shares of Private Viracta’s convertible preferred stock were converted into 18,811,552 shares of the Company’s common stock. With the Merger, the Company obtained 10,000,000 shares of authorized preferred stock available for future issuance in one or more series. Upon issuance, the Company can determine the rights, preferences, privileges and restrictions thereof. These rights, preference and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stoc k. There were 10,248 shares of this preferred stock outstanding as of September 30, 2022 , of which 1,915 shares were Series E Stock and 8,333 shares were Series F Stock. The Series E Stock and Series F Stock are non-voting Series E and Series F Convertible Preferred Stock at a stated price of $ 500 and $ 600 per share, respectively. Each share of non-voting Series E Stock and Series F Stock is convertible at a conversion ratio equal to the stated price divided by the conversion price, which is $ 17.50 per share and $ 21.00 per share, respectively, provided that conversion will be prohibited if, as a result, the holder and its affiliates would own more than 9.98 % of the total number of shares of common stock then outstanding. In the event of the Company’s liquidation, dissolution, or winding up, holders of Series E and Series F Stock will receive a payment equal to $ 0.0001 per share of Series E and Series F Stock before any proceeds are distributed to the holders of Common Stock. Shares of Series E and Series F Stock will generally have no voting rights, except as required by law and except that the consent of holders of a majority of this outstanding Series E Stock will be required to amend the terms of the Series E and Series F Stock. Shares of the Series E and Series F Stock will not be entitled to receive any dividends, unless and until specifically declared by the Company’s board of directors, and will rank: • senior to all of the Company’s Common Stock; • senior to any class or series of the Company’s capital stock hereafter created specifically ranking by its terms junior to the Series E and Series F Stock; • on parity with any class or series of the Company’s capital stock hereafter created specifically ranking by its terms on parity with the Series E and Series F Stock; and • junior to any class or series of the Company’s capital stock hereafter created specifically ranking by its terms senior to the Series E and Series F Stock; in each case, as to distributions of assets upon the Company’s liquidation, dissolution or winding up whether voluntarily or involuntarily. Warrants Concurrent with the issuance of convertible promissory notes in 2018, the Company issued to the note investors warrants to purchase 250,323 shares of Viracta Common Stock (the “Common Warrants”). The Common Warrants’ exercise price is $ 0.09 per share. Unless previously exercised, the Common Warrants will expire on the seven-year anniversary of the date of issuance. As of September 30, 2022, Common Warrants to purchase 86,209 shares of Viracta Common Stock remain unexercised. These shares have been included in the weighted average shares outstanding for both basic and diluted earnings per share for the three and nine months ended September 30, 2022 and 2021 as their exercise price is for nominal consideration. In July 2020, the Company issued warrants exercisable for 206,440 pre-merger shares of Series E preferred stock, at a pre-merger exercise price of $ 0.6055 per share, to Silicon Valley Bank in conjunction with the Company’s entry into the SVB Loan Agreement (the “Lender Warrants”). Upon completion of the Merger, the Lender Warrants became exercisable for 23,100 shares of common stock at an exercise price of $ 5.42 per share. The Lender Warrants will expire, if not previously exercised, on July 30, 2030. Common Stock Reserved for Future Issuance Common stock reserved for future issuance are as follows in common equivalent shares: September 30, December 31, 2022 2021 Conversion of preferred stock 292,799 292,799 Common stock warrants 109,309 109,309 Stock options issued and outstanding for all plans 7,249,361 4,051,572 RSUs outstanding 531,611 745,668 Authorized for future option grants 1,154,659 1,169,523 Common stock authorized for the ESPP 500,000 60,948 Total 9,837,739 6,429,819 Equity Incentive Plans In January 2017, the Company adopted the Viracta Therapeutics, Inc. 2016 Equity Incentive Plan (the “2016 Plan”), which permitted stock option and restricted stock unit grants to employees, members of the board of directors, and outside consultants. The Plan allowed for grants of incentive stock options with exercise prices of at least 100 % of the fair market value of Viracta’s common stock, nonqualified options with exercise prices of at least 85 % of the fair market value of the Company’s common stock, restricted stock, and restricted stock units. All stock options granted under the 2016 Plan have a ten-year life and generally vest over zero to four years . In connection with the closing of the Merger, no further awards will be made under the 2016 Plan but the 2016 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under the 2016 Plan. At the time of the close of the Merger, the Company adopted the Viracta Therapeutics, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), which also permits stock options and restricted stock unit grants to employees, members of the board of directors, and outside consultants. The maximum number of shares of the Company’s common stock available for issuance under the 2021 Plan equals the sum of (a) 2,628,571 shares; (b) any shares of common stock of the Company which are subject to awards under the Sunesis 2011 Equity Incentive Plan (the “Sunesis 2011 Plan”) or the 2016 Plan as of the effective date of the 2021 Plan which become available for issuance under the 2021 Plan after such date in accordance with its terms; and (c) an annual increase on the first day of each calendar year beginning with January 1 of the calendar year following the effectiveness of the 2021 Plan and ending with the last January 1 during the initial ten year term of the 2021 Plan. This annual increase would be equal to the lesser of (i) 3,771,428 shares, (ii) five percent of the number of shares of the Company’s common stock outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year, and (iii) such number of shares of the Company’s common stock as determined by the Company’s board of directors. The 2021 Plan allows for grants of incentive stock options with exercise prices of at least 100 % of the fair market value of Viracta’s common stock, nonqualified options with exercise prices of at least 100 % of the fair market value of the Company’s common stock, restricted stock, and restricted stock units. All stock options granted to date have a ten-year life and generally vest over zero to four years . As of September 30, 2022 , there were 749,659 shares available for issuance under the 2021 Plan. Additionally, in connection with the closing of the Merger, no further awards will be made under the Sunesis 2011 Plan. As of September 30, 2022, 67,540 fully vested options remain outstanding under the Sunesis 2011 Plan with a weighted average exercise price of $ 30.22 per share. The compensation cost that has been included in the accompanying condensed consolidated statements of operations for all share-based compensation arrangements is detailed as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 729 $ 668 $ 2,079 $ 1,411 General and administrative 6,917 1,036 9,295 2,323 Total $ 7,646 $ 1,704 $ 11,374 $ 3,734 On June 30, 2021, the Company adopted the 2021 Inducement Equity Incentive Plan (the “2021 Inducement Plan”) and reserved 1,000,000 shares for future grants under the 2021 Inducement Pla n. In September 2022, the Board of Directors approved an increase to the 2021 Inducement Plan by 1,375,000 shares, resulting in a new authorized total of 2,375,000 shares of common stock. As of September 30, 2022, there were 405,000 shares available for issuance under the 2021 Inducement Plan. Stock Options The Company recorded share-based compensation related to stock options of $ 5.9 million and $ 1.5 million for the three months ended September 30, 2022 and 2021 , respectively, and $ 9.3 million and $ 3.2 million for the nine months ended September 30, 2022 and 2021 , respectively. Share-based compensation related to stock options for the three and nine months ended September 30, 2022, included a $ 4.0 million non-recurring, non-cash expense associated with modifications to certain stock awards pursuant to the terms of a separation agreement with the Company’s former Chief Executive Officer in September 2022. Fair value is determined on the date of grant for options. Compensation expense is recognized over the vesting period based on the fair value of the options. The fair value of stock options is estimated using the Black-Scholes model with the assumptions disclosed in the following table, excluding the option modifications: Nine Months Ended September 30, 2022 2021 Risk free interest rate 1.82 % - 3.65 % 0.66 % - 1.24 % Expected option term 5.5 - 6.3 years 5.8 - 6.3 years Expected volatility of common stock 82.7 % - 85.9 % 84.9 % - 90.2 % Expected dividend yield 0.0 % 0.0 % The expected term of stock options is based on the simplified method, which is an average of the contractual term of the option and its vesting period. The expected volatility of stock options is based upon the historical volatility of a number of publicly traded companies in similar stages of clinical development. The risk-free interest rate is based on the average yield of U.S. Treasury Bills appropriate for the expected term of the stock option grants. The Company has not historically paid cash dividends and does not anticipate declaring dividends in the future. As of September 30, 2022, unrecognized compensation expense related to unvested options granted totaled $ 18.4 million. The expense is expected to be recognized over a weighted-average period of 3.0 years. A summary of the stock option activity under the 2016 Plan and the 2021 Plan during the period ended September 30, 2022 is presented below (in thousands except for per share and weighted average term): Number of Weighted Weighted Outstanding at December 31, 2021 3,964 $ 7.33 8.9 Granted 3,697 $ 3.85 Exercised ( 83 ) $ 1.22 Cancelled ( 395 ) $ 6.22 Outstanding at September 30, 2022 7,183 $ 5.67 8.8 Outstanding at September 30, 2022 (Sunesis 2011 Plan) 67 $ 30.22 3.3 Restricted Stock Units The Company recorded share-based compensation related to RSUs of $ 1.7 million and $ 0.2 million for the three months ended September 30, 2022 and 2021 , respectively, and $ 2.1 million and $ 0.5 million for the nine months ended September 30, 2022 and 2021, respectively. Share-based compensation related to RSUs for the three and nine months ended September 30, 2022, included a $ 1.6 million non-recurring, non-cash expense associated with modifications to certain RSUs pursuant to the terms of a separation agreement with the Company’s former Chief Executive Officer in September 2022. For RS U equity awards, the grant date fair value is estimated using the closing stock price on the date of grant. Compensation expense is recognized over the vesting period based on the fair value of the RSUs. A summary of the restricted stock unit activity under the plans during the period ended September 30, 2022 is presented below (in thousands except for per share and weighted average term): RSUs Weighted Weighted Outstanding at December 31, 2021 745 $ 4.22 3.4 Granted — — Vested ( 149 ) $ 4.22 Cancelled ( 64 ) $ 4.22 Outstanding at September 30, 2022 532 $ 4.22 2.7 As of September 30, 2022, unrecognized compensation expense related to unvested RSUs totaled $ 0.9 million. The expense is expected to be recognized over a weighted-average period of 2.7 years. Employee Stock Purchase Plan In June 2022, the Company adopted the 2022 Employee Stock Purchase Plan (the “2022 ESPP”). The 2022 ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Eligible employees can purchase shares of the Company’s common stock at 85 % of the lower of the fair market value of the common stock at (i) the beginning of a 6-month offering period, or (ii) at the end of the 6-month offering period. No participant in the 2022 ESPP may be issued or transferred shares of common stock valued at more than $ 25,000 per calendar year. In conjunction with the adoption of the 2022 ESPP, the previous 2011 Employee Stock Purchase Plan was terminated. As of September 30, 2022 , there were 500,000 shares available for future issuance under the 2022 ESPP. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Leases In June 2020, the Company amended the existing office leases to enter into a noncancelable operating lease to extend the lease terms through August 2023 with a renewal option for an additional year (“Amended Lease”). The Amended Lease monthly base rent will increase approximately 4 % annually from $ 20,019 to $ 21,444 over the life of the lease, including utilities and other operating costs. Upon the execution of the Amended Lease, the Company recorded an operating lease right-of-use (“ROU”) asset and corresponding lease liability for $ 0.7 million. In August 2020, the Company entered into an additional noncancelable operating lease agreement for certain office space with a lease term from August 2020 through August 2023 with a renewal option for an additional year (“New Lease”). The New Lease also includes a buyout option to terminate the lease prior to its expiration with at least one month’s prior written notice and a one-time payment equal to four months’ rent. The New Lease monthly base rent will increase approximately 4 % to 9 % from $ 12,462 to $ 14,033 over the life of the lease, including utilities and other operating costs. In connection with the execution of the New Lease, the Company recorded an operating lease ROU asset and corresponding lease liability for $ 0.4 million. Total lease expense for the three months ended September 30, 2022 and 2021 was $ 0.1 million and $ 0.1 million, respectively, and for the nine months ended September 30, 2022 and 2021 was $ 0.3 million and $ 0.5 million, respectively. At September 30, 2022, the Company had remaining lease liabilities of $ 0.4 million, all of which was recorded in current liabilities as of September 30, 2022, and operating lease ROU assets of $ 0.4 million. Total cash paid for amounts included in the measurement of operating lease liabilities was $ 0.1 million and $ 0.3 million for the three months ended September 30, 2022 and 2021, respectively, and for the nine months ended September 30, 2022 and 2021 was $ 0.3 million and $ 0.6 million, respectively. The weighted average discount rate for the operating leases recorded in 2020 was 8.0 % and the weighted average remaining lease term was 1 year as of September 30, 2022. Indemnifications As permitted under Delaware law, the Company indemnifies its officers, directors, and employees for certain events and occurrences while the officer, or director is, or was, serving at the Company’s request in such capacity. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with GAAP and follow the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. In management’s opinion, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position and its results of operations and its cash flows for the periods presented. These statements do not include all disclosures required by GAAP and should be read in conjunction with the Company’s financial statements and accompanying notes for the year ended December 31, 2021 , which are contained in the Company’s Current Report on Form 10-K filed with the SEC on March 17, 2022. The results for interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ materially from those estimates. |
Short-Term Investments | Short-Term Investments Short-term investments are marketable securities with maturities greater than three months from date of purchase that are specifically identified to fund current operations. These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date, which reflects management’s intention to use the proceeds from sales of these securities to fund our operations, as necessary. The cost of short-term investments is adjusted for amortization of premiums or accretion of discounts to maturity, and such amortization or accretion is included in interest income. Dividend and interest income is recognized as interest income on the statements of operations and comprehensive loss when earned. Short-term investments are classified as available-for-sale securities and carried at fair value with unrealized gains and non-credit related losses recorded in other comprehensive income (loss) and included as a separate component of stockholders’ equity. Realized gains and losses from the sale of available-for-sale securities are determined on a specific identification basis and included in interest income on the condensed consolidated statements of operations and comprehensive loss. |
Allowance for Credit Losses | Allowance for Credit Losses For available-for-sale securities in an unrealized loss position, we first assess whether we intend to sell, or if it is more likely than not that we will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through earnings. For available-for-sale securities that do not meet the aforementioned criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, we consider the severity of the impairment, any changes in interest rates, market conditions, changes to the underlying credit ratings and forecasted recovery, among other factors. The credit-related portion of unrealized losses, and any subsequent improvements, are recorded in interest income through an allowance account. Any impairment that has not been recorded through an allowance for credit losses is included in other comprehensive income (loss) on the unaudited condensed statements of operations and comprehensive loss. We elected the practical expedient to exclude the applicable accrued interest from both the fair value and amortized costs basis of our available-for-sale securities for purposes of identifying and measuring an impairment. Accrued interest receivable on available-for-sale securities is recorded within prepaid expenses and other current assets on our unaudited condensed consolidated balance sheets. Our accounting policy is to not measure an allowance for credit loss for accrued interest receivable and to write-off any uncollectible accrued interest receivable as a reversal of interest income in a timely manner, which we consider to be in the period in which we determine the accrued interest will not be collected by us. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and short-term investments. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash, cash equivalents and short-term investments. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. |
Clinical Trial and Contracts Accruals | Clinical Trial and Contracts Accruals The Company accrues clinical trial costs based on work performed. In determining the amount to accrue, the Company relies on estimates of total costs incurred based on enrollment, the completion of clinical trials and other events. The Company follows this method because it is believed to provide reasonably dependable estimates of the costs applicable to various stages of a clinical trial. However, the actual costs and timing of clinical trials are highly uncertain, subject to risks and may change depending on a number of factors. Differences between the actual clinical trial costs and the estimated clinical trial costs that have been accrued in any prior period are recognized in the subsequent period in which the actual costs become known. Historically, estimated accrued expenses have approximated actual expenses incurred; however, material differences could occur in the future. |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred. These costs consist primarily of salaries and other personnel-related expenses, including share-based compensation; facility-related expenses; and services performed by clinical research organizations, research institutions, and other outside service providers. The Company makes estimates of its accrued expenses as of each balance sheet date in the condensed consolidated financial statements based on facts and circumstances known to us at that time. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. This process involves reviewing contract and purchase orders, reviewing the terms of vendor agreements, communicating with applicable personnel to identify services that have been performed on the Company's behalf and estimating the level of service performed and the associated cost incurred for the services when it has not yet been invoiced or otherwise notified of actual cost. The majority of the Company's service providers invoice monthly in arrears for services performed. |
Share-Based Compensation | Share-Based Compensation The Company accounts for share-based compensation expense related to stock options granted to employees, members of the board of directors, and outside consultants by estimating the fair value of each stock option on the date of grant or modification date using the Black-Scholes option pricing model. The Company accounts for restricted stock units (“RSUs”) by determining the fair value of each restricted stock unit based on the closing market price of the common stock on the date of grant or modification date. The Company recognizes share-based compensation on a straight-line basis over the requisite service period of the stock-based award, and forfeitures are recognized as they occur. The estimate of fair value for share-based compensation for stock options requires management to make estimates and judgments about, among other things, employee exercise behavior and volatility of the Company’s common stock. The judgments directly affect the amount of compensation expense that will be recognized. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is used in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed its operations and managed its business as one segment operating in the United States. All long-lived assets were located in the United States at September 30, 2022 and December 31, 2021. |
Investments | Investments The Company invests in available-for-sale securities consisting of money market funds, commercial paper, corporate debt securities, U.S. Treasury securities and U.S. agency bonds. Available-for-sale securities are classified as either cash, cash equivalents or short-term investments on the Company's unaudited condensed consolidated balance sheets. The following table summarizes, by major security type, the Company's short-term investments that are measured at fair value on a recurring basis, in thousands: September 30, 2022 Maturities Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents: Money market funds 1 or less $ 19,467 $ — $ — $ 19,467 Commercial paper 1 or less 2,097 — — 2,097 Total cash equivalents 21,564 — — 21,564 Short-term investments: U.S. Treasury securities 2 or less 18,931 — ( 119 ) 18,812 Commercial paper 1 or less 29,441 — ( 46 ) 29,395 Corporate debt securities 2 or less 2,669 — ( 7 ) 2,662 U.S. Agency bonds 1 or less 2,753 — ( 27 ) 2,726 Total short-term investments 53,794 — ( 199 ) 53,595 Total $ 75,358 $ — $ ( 199 ) $ 75,159 The Company has classified investments with remaining maturity at purchase of more than three months and remaining maturities of one year or less as short-term investments. The Company has also classified investments with remaining maturities of greater than one year as short-term investments, which reflects management's intention to use the proceeds from sales of these securities to fund our operations, as necessary. As of September 30, 2022, the unrealized losses for available-for-sale investments were primarily due to changes in interest rates and not due to increased credit risks associated with specific securities. The Company does not currently intend to sell the investments before recovery of their amortized cost basis, which may be at the time of maturity. As of September 30, 2022, no allowance for credit losses was recorded and the Company did not recognize any impairment losses related to investments. As of September 30, 2022, none of the short-term investments were in a continuous unrealized loss position greater than 12 months. Accrued interest receivable on available-for-sale securities was $ 0.1 million at September 30, 2022. At December 31, 2021, there was no accrued interest receivable on available-for-sale securities. We have no t written off any accrued interest receivables for the nine months ended September 30, 2022 and 2021. |
Fair Value Measurements | Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring 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. As such, fair value is a market- based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying amounts of the Company’s cash and cash equivalents, prepaid expenses, accounts payable and accrued liabilities approximate fair values for these financial instruments due to their short maturities. Available-for-sale securities consist of U.S. Treasury securities, which are measured at fair value using Level 1 inputs and commercial paper, corporate debt securities, and U.S. Agency bonds, which is measured at fair value using Level 2 inputs. The Company determines the fair value of Level 2 related securities with the aid of valuations provided by third parties using proprietary valuation models and analytical tools. These valuation models and analytical tools use market pricing or prices for similar instruments that are both objective and publicly available, including matrix pricing or reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids and/or offers. Below is a summary of assets, including cash equivalents and short-term investments, measured at fair value as of September 30, 2022 , in thousands. Fair Value Measurements Using September 30, 2022 Level 1 Level 2 Cash equivalents: Money market funds $ 19,467 $ 19,467 $ — Commercial paper 2,097 — 2,097 Total cash equivalents 21,564 19,467 2,097 Short-term investments: U.S. Treasury securities 18,812 18,812 — Commercial paper 29,395 — 29,395 Corporate debt securities 2,662 — 2,662 U.S. Agency bonds 2,726 — 2,726 Total short-term investments 53,595 18,812 34,783 Total $ 75,159 $ 38,279 $ 36,880 The money market funds, classified as cash equivalents, are Level 1 and had an amortized cost and estimated fair value of $ 14.9 million as of December 31, 2021. The preferred stock warrant liability, a level 3 fair value measurement, was zero as of September 30, 2022 and December 31, 2021, due to the reclassification to equity. The Company had no liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 . |
Preferred Stock Warrant Liability | Preferred Stock Warrant Liability The assumptions used in the Black-Scholes option pricing model to determine the fair value of the preferred stock warrant liability were as follows: February 24, 2021 Expected volatility 90.2 % Risk-free interest rate 1.38 % Expected dividend yield 0 % Expected term 9.3 years Fair value per share of preferred stock $ 17.15 The following table provides a reconciliation of the preferred stock warrant liability measured at fair value using Level 3 significant unobservable inputs (in thousands): Preferred Stock Balance at December 31, 2020 $ 106 Change in fair value of preferred stock warrant liability 290 Reclassification to equity ( 396 ) Balance at December 31, 2021 $ — |
Net Loss Per Share | Net Loss Per Share Basic loss per common share is computed by dividing net loss by the weighted average number of common shares and warrants to purchase common stock for nominal consideration outstanding during the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the common stock equivalents. For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding due to the Company's net loss position. The following common stock equivalent securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: September 30, 2022 2021 Shares issuable upon conversion of preferred stock 292,799 292,799 Common stock options and RSUs outstanding 7,780,972 4,861,949 ESPP shares pending issuance 22,120 — Warrants to purchase common stock 23,100 23,100 Total excluded securities 8,118,991 5,177,848 |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendment requires acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The ASU will be effective for the Company for the annual periods beginning after December 15, 2022, with early adoption permitted. The Company early adopted ASU 2021-08 in the fourth quarter of 2021 with no material impact on its condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments , which will require a reporting entity to use a new forward-looking impairment model for most financial assets that generally will result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, credit losses will be recognized as allowances rather than as reductions in amortized cost. Entities will apply the guidance as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , to increase stakeholders’ awareness of the amendments and to expedite improvements to the Codification. In May 2019, the FASB issued ASU 2019-05, Financial Instruments—Credit Losses, Topic 326 , providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. These ASUs do not change the core principle of the guidance in ASU 2016-13. Instead, these amendments are intended to clarify and improve operability of certain topics. In November 2019, FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses , which defers the effective dates of the new credit losses standard for all entities except SEC filers that are not smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The standard and other related subsequently issued ASUs will be effective for the Company for annual periods beginning after December 15, 2022, with early adoption permitted. The Company has adopted this pronouncement in the third quarter of 2022 with no material impact on its condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of short-term investments measured at fair value on a recurring basis | The following table summarizes, by major security type, the Company's short-term investments that are measured at fair value on a recurring basis, in thousands: September 30, 2022 Maturities Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents: Money market funds 1 or less $ 19,467 $ — $ — $ 19,467 Commercial paper 1 or less 2,097 — — 2,097 Total cash equivalents 21,564 — — 21,564 Short-term investments: U.S. Treasury securities 2 or less 18,931 — ( 119 ) 18,812 Commercial paper 1 or less 29,441 — ( 46 ) 29,395 Corporate debt securities 2 or less 2,669 — ( 7 ) 2,662 U.S. Agency bonds 1 or less 2,753 — ( 27 ) 2,726 Total short-term investments 53,794 — ( 199 ) 53,595 Total $ 75,358 $ — $ ( 199 ) $ 75,159 The Company has classified investments with remaining maturity at purchase of more than three months and remaining maturities of one year or less as short-term investments. The Company has also classified investments with remaining maturities of greater than one year as short-term investments, which reflects management's intention to use the proceeds from sales of these securities to fund our operations, as necessary. As of September 30, 2022, the unrealized losses for available-for-sale investments were primarily due to changes in interest rates and not due to increased credit risks associated with specific securities. The Company does not currently intend to sell the investments before recovery of their amortized cost basis, which may be at the time of maturity. As of September 30, 2022, no allowance for credit losses was recorded and the Company did not recognize any impairment losses related to investments. As of September 30, 2022, none of the short-term investments were in a continuous unrealized loss position greater than 12 months. Accrued interest receivable on available-for-sale securities was $ 0.1 million at September 30, 2022. At December 31, 2021, there was no accrued interest receivable on available-for-sale securities. We have no t written off any accrued interest receivables for the nine months ended September 30, 2022 and 2021. |
Summary of assets including cash equivalents and marketable securities, measured at fair value | Fair Value Measurements Using September 30, 2022 Level 1 Level 2 Cash equivalents: Money market funds $ 19,467 $ 19,467 $ — Commercial paper 2,097 — 2,097 Total cash equivalents 21,564 19,467 2,097 Short-term investments: U.S. Treasury securities 18,812 18,812 — Commercial paper 29,395 — 29,395 Corporate debt securities 2,662 — 2,662 U.S. Agency bonds 2,726 — 2,726 Total short-term investments 53,595 18,812 34,783 Total $ 75,159 $ 38,279 $ 36,880 The money market funds, classified as cash equivalents, are Level 1 and had an amortized cost and estimated fair value of $ 14.9 million as of December 31, 2021. |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The assumptions used in the Black-Scholes option pricing model to determine the fair value of the preferred stock warrant liability were as follows: February 24, 2021 Expected volatility 90.2 % Risk-free interest rate 1.38 % Expected dividend yield 0 % Expected term 9.3 years Fair value per share of preferred stock $ 17.15 |
Summary of reconciliation of warrant liability measured at fair value | The following table provides a reconciliation of the preferred stock warrant liability measured at fair value using Level 3 significant unobservable inputs (in thousands): Preferred Stock Balance at December 31, 2020 $ 106 Change in fair value of preferred stock warrant liability 290 Reclassification to equity ( 396 ) Balance at December 31, 2021 $ — |
Summary of antidilutive securities excluded from the calculation of weighted average dilutive common shares | The following common stock equivalent securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: September 30, 2022 2021 Shares issuable upon conversion of preferred stock 292,799 292,799 Common stock options and RSUs outstanding 7,780,972 4,861,949 ESPP shares pending issuance 22,120 — Warrants to purchase common stock 23,100 23,100 Total excluded securities 8,118,991 5,177,848 |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Financial Statement Details [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consist of the following (in thousands): September 30, December 31, 2022 2021 Accrued payroll and benefits $ 2,635 $ 1,695 Accrued clinical trial and contract expenses 3,879 3,380 Accrued professional services and expenses 204 180 Other accrued expenses 675 547 Total accrued expenses $ 7,393 $ 5,802 Accrued payroll and benefits includes a non-recurring charge associated with the separation agreement for the former Chief Executive Officer as of September 30, 2022. Total costs were $ 0.8 million, of which $ 0.7 million was included in accrued expenses and the remaining $ 0.1 million was included in other long-term liabilities as of September 30, 2022. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Future Minimum Payments Under Loan Facility | The following table summarizes future principal payments (in thousands) under the terms of the Loan Agreement: Years Ending December 31, 2022 (remaining) $ — 2023 — 2024 1,714 2025 1,714 Thereafter 1,572 Total future principal payments 5,000 Unamortized discount ( 131 ) Total, net $ 4,869 |
Merger (Tables)
Merger (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Summary of Allocation of the Purchase Price To Assets and Liabilities Acquired | The allocation of the purchase price is as follows (in thousands): Net assets acquired (1) $ 18,956 Acquired IPR&D (2) 84,478 Purchase price $ 103,434 (1) Net assets acquired (in thousands): Cash and cash equivalents $ 17,143 Prepaid expenses and other assets 3,768 Accounts payable and accrued liabilities ( 1,955 ) Net assets acquired $ 18,956 (2) Represents the research and development projects of Sunesis which were in-process, but not yet completed. Current accounting standards require that the fair value of IPR&D projects acquired in an asset acquisition with no alternative future use be allocated a portion of the consideration transferred and charged to expense on the acquisition date. The acquired IPR&D assets did not have outputs or employees. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shares of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance are as follows in common equivalent shares: September 30, December 31, 2022 2021 Conversion of preferred stock 292,799 292,799 Common stock warrants 109,309 109,309 Stock options issued and outstanding for all plans 7,249,361 4,051,572 RSUs outstanding 531,611 745,668 Authorized for future option grants 1,154,659 1,169,523 Common stock authorized for the ESPP 500,000 60,948 Total 9,837,739 6,429,819 |
Summary of Shared Based Compensation Cost Included in Condensed Statement Of Operations | The compensation cost that has been included in the accompanying condensed consolidated statements of operations for all share-based compensation arrangements is detailed as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 729 $ 668 $ 2,079 $ 1,411 General and administrative 6,917 1,036 9,295 2,323 Total $ 7,646 $ 1,704 $ 11,374 $ 3,734 |
Summary of fair value of stock options is estimated using the Black-Scholes model | The fair value of stock options is estimated using the Black-Scholes model with the assumptions disclosed in the following table, excluding the option modifications: Nine Months Ended September 30, 2022 2021 Risk free interest rate 1.82 % - 3.65 % 0.66 % - 1.24 % Expected option term 5.5 - 6.3 years 5.8 - 6.3 years Expected volatility of common stock 82.7 % - 85.9 % 84.9 % - 90.2 % Expected dividend yield 0.0 % 0.0 % |
Summary of Stock Option Activity for Company's Stock Option Plans | A summary of the stock option activity under the 2016 Plan and the 2021 Plan during the period ended September 30, 2022 is presented below (in thousands except for per share and weighted average term): Number of Weighted Weighted Outstanding at December 31, 2021 3,964 $ 7.33 8.9 Granted 3,697 $ 3.85 Exercised ( 83 ) $ 1.22 Cancelled ( 395 ) $ 6.22 Outstanding at September 30, 2022 7,183 $ 5.67 8.8 Outstanding at September 30, 2022 (Sunesis 2011 Plan) 67 $ 30.22 3.3 |
Summary of Restricted Stock Units Activity | A summary of the restricted stock unit activity under the plans during the period ended September 30, 2022 is presented below (in thousands except for per share and weighted average term): RSUs Weighted Weighted Outstanding at December 31, 2021 745 $ 4.22 3.4 Granted — — Vested ( 149 ) $ 4.22 Cancelled ( 64 ) $ 4.22 Outstanding at September 30, 2022 532 $ 4.22 2.7 |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Additional Information (Detail) $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Feb. 24, 2021 | Feb. 28, 2021 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 04, 2021 USD ($) | |
Accumulated deficit | $ (204,548) | $ (165,677) | |||
Cash cash equivalents and short term investments | 77,100 | ||||
Working capital | $ 70,300 | ||||
Gross proceeds from private placement | $ 65,000 | ||||
Reverse stock split | 3.5-for-one | ||||
Percentage of outstanding common stock of combined company | 86% | ||||
Conversion ratio | 0.1119 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 45,000 | ||||
Silicon Valley Bank ("SVB") and Oxford Finance LLC ("Oxford") [Member] | |||||
Line of credit maximum borrowing amount | 50,000 | ||||
Line of Credit Facility, Current Borrowing Capacity | 5,000 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | 45,000 | ||||
Tranche Two [Member] | |||||
Line of Credit Facility, Remaining Borrowing Capacity | 25,000 | ||||
Tranche Two [Member] | Silicon Valley Bank ("SVB") and Oxford Finance LLC ("Oxford") [Member] | |||||
Line of Credit Facility, Remaining Borrowing Capacity | 20,000 | ||||
Tranche Three [Member] | Silicon Valley Bank ("SVB") and Oxford Finance LLC ("Oxford") [Member] | |||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 25,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of short-term investments measured at fair value on a recurring basis (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt securities, Amortization cost | $ 75,358 |
Debt securities, Unrealized gains | 0 |
Debt securities, Unrealized losses | (199) |
Debt securities | 75,159 |
Cash and Cash Equivalents [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt securities, Amortization cost | 21,564 |
Debt securities, Unrealized gains | 0 |
Debt securities, Unrealized losses | 0 |
Debt securities | 21,564 |
Cash and Cash Equivalents [Member] | Money Market Funds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt securities, Amortization cost | 19,467 |
Debt securities, Unrealized gains | 0 |
Debt securities, Unrealized losses | 0 |
Debt securities | 19,467 |
Cash and Cash Equivalents [Member] | Commercial Paper [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt securities, Amortization cost | 2,097 |
Debt securities, Unrealized gains | 0 |
Debt securities, Unrealized losses | 0 |
Debt securities | 2,097 |
Short-Term Investments [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt securities, Amortization cost | 53,794 |
Debt securities, Unrealized gains | 0 |
Debt securities, Unrealized losses | (199) |
Debt securities | 53,595 |
Short-Term Investments [Member] | Commercial Paper [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt securities, Amortization cost | 29,441 |
Debt securities, Unrealized gains | 0 |
Debt securities, Unrealized losses | (46) |
Debt securities | 29,395 |
Short-Term Investments [Member] | US Treasury Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt securities, Amortization cost | 18,931 |
Debt securities, Unrealized gains | 0 |
Debt securities, Unrealized losses | (119) |
Debt securities | 18,812 |
Short-Term Investments [Member] | Corporate debt securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt securities, Amortization cost | 2,669 |
Debt securities, Unrealized gains | 0 |
Debt securities, Unrealized losses | (7) |
Debt securities | 2,662 |
Short-Term Investments [Member] | U.S. Agency bonds | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt securities, Amortization cost | 2,753 |
Debt securities, Unrealized gains | 0 |
Debt securities, Unrealized losses | (27) |
Debt securities | $ 2,726 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of assets including cash equivalents and marketable securities, measured at fair value (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 0 | $ 0 |
Cash and Cash Equivalents [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 21,564 | |
Cash and Cash Equivalents [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 19,467 | |
Cash and Cash Equivalents [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 2,097 | |
Cash and Cash Equivalents [Member] | Fair Value Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 19,467 | |
Cash and Cash Equivalents [Member] | Fair Value Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 19,467 | |
Cash and Cash Equivalents [Member] | Fair Value Level 1 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | |
Cash and Cash Equivalents [Member] | Fair Value Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 2,097 | |
Cash and Cash Equivalents [Member] | Fair Value Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | |
Cash and Cash Equivalents [Member] | Fair Value Level 2 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 2,097 | |
Short-Term Investments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Short-term investments | 53,595 | |
Total | 75,159 | |
Short-Term Investments [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Short-term investments | 29,395 | |
Short-Term Investments [Member] | US Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Short-term investments | 18,812 | |
Short-Term Investments [Member] | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Short-term investments | 2,662 | |
Short-Term Investments [Member] | U.S. Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Short-term investments | 2,726 | |
Short-Term Investments [Member] | Fair Value Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Short-term investments | 18,812 | |
Total | 38,279 | |
Short-Term Investments [Member] | Fair Value Level 1 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Short-term investments | 0 | |
Short-Term Investments [Member] | Fair Value Level 1 [Member] | US Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Short-term investments | 18,812 | |
Short-Term Investments [Member] | Fair Value Level 1 [Member] | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Short-term investments | 0 | |
Short-Term Investments [Member] | Fair Value Level 1 [Member] | U.S. Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Short-term investments | 0 | |
Short-Term Investments [Member] | Fair Value Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Short-term investments | 34,783 | |
Total | 36,880 | |
Short-Term Investments [Member] | Fair Value Level 2 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Short-term investments | 29,395 | |
Short-Term Investments [Member] | Fair Value Level 2 [Member] | US Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Short-term investments | 0 | |
Short-Term Investments [Member] | Fair Value Level 2 [Member] | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Short-term investments | 2,662 | |
Short-Term Investments [Member] | Fair Value Level 2 [Member] | U.S. Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Short-term investments | $ 2,726 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Preferred Stock Warrant Liability [Member] | Feb. 24, 2021 UsDollarsShare yr |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 90.2 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 1.38 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | yr | 9.3 |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | UsDollarsShare | 17.15 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Reconciliation of Warrant Liability Measured at Fair Value (Detail) - Preferred Stock Warrant Liability [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Opening , Balance | $ 106 |
Change in fair value of preferred stock warrant liability | 290 |
Reclassification to equity | (396) |
Ending , Balance | $ 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities measured at fair value on recurring basis | $ 0 | $ 0 | |
Available-for-sale securities, Accrued interest receivable | 100 | 0 | |
Available-for-sale, Accrued interest writeoff | 0 | $ 0 | |
Fair Value, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Preferred stock warrant liability noncurrent | $ 0 | 0 | |
Fair Value Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money Market Funds Fair Value | $ 14,900 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary of Antidilutive Securities Excluded From the Calculation of Weighted Average Dilutive Common Shares (Detail) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,118,991 | 5,177,848 |
Shares issuable upon conversion of preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 292,799 | 292,799 |
Common stock options and RSUs outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,780,972 | 4,861,949 |
ESPP shares pending issuance [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 22,120 | |
Warrants to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 23,100 | 23,100 |
Collaboration and License Agr_2
Collaboration and License Agreements (Additional Information) (Details) - USD ($) $ in Millions | Aug. 19, 2021 | May 01, 2017 |
Termination Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Amount paid on the termination of agreement | $ 4 | |
NK Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Milestone payments to be received | $ 100 |
Financial Statement Details -
Financial Statement Details - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued payroll and benefits | $ 2,635 | $ 1,695 |
Accrued clinical trial and contract expenses | 3,879 | 3,380 |
Accrued professional services and expenses | 204 | 180 |
Other accrued expenses | 675 | 547 |
Total accrued expenses | $ 7,393 | $ 5,802 |
Financial Statement Details (Ad
Financial Statement Details (Additional Information) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Other accrued expenses | $ 675 | $ 547 |
Other long-term liabilities | 130 | $ 0 |
Total costs | $ 800 |
XOMA Transaction - Additional i
XOMA Transaction - Additional information (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2019 | |
Royalty Purchase Agreement [member] | |||
Upfront payment received | $ 13.5 | ||
Milestone payment received in the future | $ 20 | ||
DOT-1 License Agreement [Member] | License Agreement Terms [Member] | |||
Potential pre-commercialization payments receivable | $ 57 | ||
Development milestone payment received | 3 | ||
Regulatory, commercial milestones payments and double-digit royalty payments, receivable | $ 57 |
Salubris Transaction - Addition
Salubris Transaction - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||
Payments to Acquire in Process Research and Development | $ 0 | $ 4,000 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Nov. 04, 2021 | Sep. 30, 2022 | |
Debt [Line Items] | ||
Debt Instrument, Interest Rate | 10.40% | |
Line of credit facility remaining | $ 45 | |
Line of Credit Facility, Borrowing Capacity, Description | The second tranche of $20.0 million is available upon request by the Company and Lenders approval until December 30, 2022, and the third tranche, $25.0 million, is available at the Company's request subject Lenders' discretion. As of September 30, 2022, neither tranche had been requested. | |
Silicon Valley Bank ("SVB") and Oxford Finance LLC ("Oxford") [Member] | ||
Debt [Line Items] | ||
Line of credit maximum borrowing amount | 50 | |
Silicon Valley Bank [Member] | ||
Debt [Line Items] | ||
Repayments of Long-term Lines of Credit | 5 | |
Silicon Valley Bank [Member] | Maximum [Member] | ||
Debt [Line Items] | ||
Prepayment fee percentage | 2% | |
Silicon Valley Bank [Member] | Minimum [Member] | ||
Debt [Line Items] | ||
Prepayment fee percentage | 1% | |
Tranche One [Member] | ||
Debt [Line Items] | ||
Line of credit facility remaining | 20 | |
Tranche Two [Member] | ||
Debt [Line Items] | ||
Line of credit facility remaining | 25 | |
Contract Termination [Member] | Silicon Valley Bank [Member] | ||
Debt [Line Items] | ||
Termination of Loan and Security agreement | $ 15 | |
Term Loan Agreement [Member] | Silicon Valley Bank [Member] | ||
Debt [Line Items] | ||
Debt instrument, maturity date | Nov. 01, 2026 | |
Debt Instrument, Interest Rate | 4.90% | |
Debt instrument final payment interest fee percentage | 5% | |
Fee incurred for undrawn portion of loan | 3% | |
Term Loan Agreement [Member] | Silicon Valley Bank [Member] | Prime Rate [Member] | ||
Debt [Line Items] | ||
Debt Instrument, Interest Rate During Period | 8.15% |
Debt - Summary of Future Minimu
Debt - Summary of Future Minimum Payments Under Loan Facility (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
2022 (remaining) | $ 0 | |
2023 | 0 | |
2024 | 1,714 | |
2025 | 1,714 | |
Thereafter | 1,572 | |
Total Future minimum payments | 5,000 | |
Unamortized discount | (131) | |
Total, net | $ 4,869 | $ 4,819 |
Merger - Additional Information
Merger - Additional Information (Detail) $ / shares in Units, $ in Millions | Feb. 24, 2021 USD ($) $ / shares shares |
Business Acquisition [Line Items] | |
Estimated Fair value of total consideration | $ | $ 103.4 |
Transaction costs | $ | $ 1.6 |
Common Stock [Member] | |
Business Acquisition [Line Items] | |
Number of shares of common stock outstanding prior to the merger date | 5,173,772 |
Shares issuable upon conversion of preferred stock [Member] | |
Business Acquisition [Line Items] | |
Number of shares of convertible preferred stock outstanding prior to merger | 10,248 |
Common Stock Convertible Basis [Member] | |
Business Acquisition [Line Items] | |
Number of shares of Common stock as a convertible basis outstanding prior to merger | 292,799 |
Sunesis Pharmaceuticals Inc [Member] | |
Business Acquisition [Line Items] | |
Share price | $ / shares | $ 18.62 |
Merger - Summary of Allocation
Merger - Summary of Allocation of the Purchase Price To Assets and Liabilities Acquired (Detail) $ in Thousands | Feb. 24, 2021 USD ($) | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||
Net assets acquired | $ 18,956 | [1] |
Acquired IPR&D | 84,478 | [2] |
Purchase price | 103,434 | |
Net assets acquired | ||
Cash and cash equivalents | 17,143 | |
Prepaid expenses and other assets | 3,768 | |
Accounts payable and accrued liabilities | (1,955) | |
Net assets acquired | $ 18,956 | [1] |
[1] (1) Net assets acquired (in thousands): Cash and cash equivalents $ 17,143 Prepaid expenses and other assets 3,768 Accounts payable and accrued liabilities ( 1,955 ) Net assets acquired $ 18,956 (2) Represents the research and development projects of Sunesis which were in-process, but not yet completed. Current accounting standards require that the fair value of IPR&D projects acquired in an asset acquisition with no alternative future use be allocated a portion of the consideration transferred and charged to expense on the acquisition date. The acquired IPR&D assets did not have outputs or employees. |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
May 28, 2021 | Feb. 24, 2021 | Jan. 01, 2020 | Jan. 31, 2017 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Jul. 30, 2020 | |
Stockholders Equity [Line Items] | |||||||||||||
Common stock, shares outstanding | 37,902,849 | 37,902,849 | 37,424,863 | ||||||||||
Proceeds from issuance of common stock | $ 1,034,000 | $ 62,320,000 | |||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 18,811,552 | 18,811,552 | |||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||
Shares issued | 37,902,849 | 37,902,849 | 37,424,863 | ||||||||||
Preferred stock, shares outstanding | 10,248 | 10,248 | 10,248 | ||||||||||
Share of common stock value | $ 25,000 | ||||||||||||
Weighted average exercise price | $ 5.67 | $ 5.67 | $ 7.33 | ||||||||||
Stock reserved for future grant | 9,837,739 | 9,837,739 | 6,429,819 | ||||||||||
Stock-based compensation | $ 7,646,000 | $ 1,704,000 | $ 11,374,000 | 3,734,000 | |||||||||
Stock option plan weighted average vesting period | 8 years 9 months 18 days | 8 years 10 months 24 days | |||||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | ||||||||||
Twenty Thousand and Sixteen Equity Incentive Plan [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Options granted period | 10 years | ||||||||||||
2021 Equity Incentive Plan [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Common stock available for issuance automatic increase period | 10 years | ||||||||||||
Shares of common stock available for issuance | 3,771,428 | 2,628,571 | |||||||||||
Shares Available for Issuance | 749,659 | 749,659 | |||||||||||
Shares Available for Future Grant | 67,540 | 67,540 | |||||||||||
Purchase price of a share as a percentage of fair market value | 100% | ||||||||||||
Stock Options Granted | 10 years | ||||||||||||
Percentage Of Nonqualified Options Exercisable Price Of Fair Market Value Of Common Stock | 100% | ||||||||||||
Weighted average exercise price | $ 30.22 | $ 30.22 | |||||||||||
2021 Inducement Plan [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Shares Available for Issuance | 405,000 | 405,000 | |||||||||||
Stock reserved for future grant | 1,000,000 | ||||||||||||
2021 Inducement Plan [Member] | Board of Directors [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Number of authorized capital increase | 1,375,000 | ||||||||||||
Common stock, shares authorized | 2,375,000 | 2,375,000 | |||||||||||
Stock Options [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Stock-based compensation | $ 5,900,000 | 1,500,000 | $ 9,300,000 | 3,200,000 | |||||||||
Stock option plan weighted average vesting period | 3 years | ||||||||||||
Unrecognised compensation expense related to unvested units | 18,400,000 | $ 18,400,000 | |||||||||||
Stock Options [Member] | Chief Executive Officer [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Non-recurring, non-cash expenses | $ 4,000,000 | $ 4,000,000 | |||||||||||
Incentive Stock Options [Member] | Twenty Thousand and Sixteen Equity Incentive Plan [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Percentage of exercise price fair value | 100% | ||||||||||||
Nonqualified Options [Member] | Twenty Thousand and Sixteen Equity Incentive Plan [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Percentage of exercise price fair value | 85% | ||||||||||||
Restricted Stock Units [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Stock reserved for future grant | 531,611 | 531,611 | 745,668 | ||||||||||
Stock-based compensation | $ 1,700,000 | $ 200,000 | $ 2,100,000 | $ 500,000 | |||||||||
Unrecognised compensation expense related to unvested units | 900,000 | $ 900,000 | |||||||||||
Restricted Stock units plan weighted average vesting period | 2 years 8 months 12 days | ||||||||||||
Restricted Stock Units [Member] | Chief Executive Officer [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Non-recurring, non-cash expenses | $ 1,600,000 | $ 1,600,000 | |||||||||||
Minimum [Member] | Twenty Thousand and Sixteen Equity Incentive Plan [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Options,vesting period | 0 years | ||||||||||||
Maximum [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Stock Options Granted | 4 years | ||||||||||||
Maximum [Member] | Twenty Thousand and Sixteen Equity Incentive Plan [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Options,vesting period | 4 years | ||||||||||||
Series E and Series F Convertible Preferred Stock [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Preferred stock, payment to stock holders in the event of liquidation, dissolution or winding up preference per share | $ 0.0001 | $ 0.0001 | |||||||||||
Percentage of outstanding common stock | 9.98% | 9.98% | |||||||||||
Shares issuable upon conversion of preferred stock [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Stock reserved for future grant | 292,799 | 292,799 | 292,799 | ||||||||||
Series E Convertible Preferred Stock [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Price per common share | $ 500 | $ 500 | |||||||||||
Preferred stock, shares outstanding | 1,915 | 1,915 | |||||||||||
Convertible share price per share | $ 17.50 | $ 17.50 | |||||||||||
Series F Convertible Preferred Stock [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Price per common share | $ 600 | $ 600 | |||||||||||
Preferred stock, shares outstanding | 8,333 | 8,333 | |||||||||||
Convertible share price per share | $ 21 | $ 21 | |||||||||||
Warrant [Member] | Preferred Stock Warrants [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.6055 | ||||||||||||
Issue of warrants exercisable | 206,440 | ||||||||||||
Warrant [Member] | Preferred Stock Warrants [Member] | Silicon Valley Bank [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 5.42 | ||||||||||||
Issue of warrants exercisable | 23,100 | ||||||||||||
Common Stock [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Proceeds from issuance of common stock | $ 1,000,000 | $ 1,000,000 | |||||||||||
Shares issued | 242,672 | 242,672 | |||||||||||
Stock issued during period | 5,173,000 | ||||||||||||
Weighted average exercise price | $ 4.39 | $ 4.39 | |||||||||||
Stock Issued During Period, Shares, New Issues | 12,012,000 | ||||||||||||
Common Stock [Member] | Common Warrants [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.09 | $ 0.09 | $ 0.09 | ||||||||||
Class of warrant or right issued in period of warrants or rights | 250,323 | 250,323 | 250,323 | ||||||||||
Class of warrant or right issued remain unexercised | 86,209 | ||||||||||||
Warrant expiration period | 7 years | ||||||||||||
Employee Stock Purchase Plan [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Shares Available for Future Grant | 500,000 | 500,000 | |||||||||||
Purchase price of a share as a percentage of fair market value | 85% | ||||||||||||
Duration of offering period | 6 months | ||||||||||||
Stock reserved for future grant | 500,000 | 500,000 | 60,948 | ||||||||||
Private Placement [Member] | Common Stock [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Proceeds from issuance initial public offering | $ 65,000,000 | ||||||||||||
Adjustments to additional paid in capital stock issuance costs | $ 2,700,000 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 12,012,369 | ||||||||||||
Sales Agreement [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Common stock par value | $ 0.0001 | ||||||||||||
Sales Agreement [Member] | Maximum [Member] | |||||||||||||
Stockholders Equity [Line Items] | |||||||||||||
Potential sales of common stock | $ 50,000,000 |
Stockholders' Equity - Shares o
Stockholders' Equity - Shares of Common Stock Reserved for Future Issuance (Detail) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance | 9,837,739 | 6,429,819 |
Authorized for future option grants [Member] | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance | 1,154,659 | 1,169,523 |
Common stock warrants [Member] | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance | 109,309 | 109,309 |
Common stock authorized for the ESPP [Member] | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance | 500,000 | 60,948 |
Stock options issued and outstanding for all plans [Member] | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance | 7,249,361 | 4,051,572 |
RSUs outstanding [Member] | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance | 531,611 | 745,668 |
Convertible preferred stock | ||
Class of Stock [Line Items] | ||
Total common stock reserved for future issuance | 292,799 | 292,799 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Shared Based Compensation Cost Included in Condensed Statement Of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Cost Included in Condensed Statement Of Operations [Line Items] | ||||
Total stock-based compensation expense | $ 7,646 | $ 1,704 | $ 11,374 | $ 3,734 |
Research and development [Member] | ||||
Share Based Compensation Cost Included in Condensed Statement Of Operations [Line Items] | ||||
Total stock-based compensation expense | 729 | 668 | 2,079 | 1,411 |
General and administrative [Member] | ||||
Share Based Compensation Cost Included in Condensed Statement Of Operations [Line Items] | ||||
Total stock-based compensation expense | $ 6,917 | $ 1,036 | $ 9,295 | $ 2,323 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Fair Value of Stock Options is Estimated Using the Black-Scholes Model (Detail) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected dividend yield | 0% | 0% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk free interest rate | 1.82% | 0.66% |
Expected option term | 5 years 6 months | 5 years 9 months 18 days |
Expected volatility of common stock | 82.70% | 84.90% |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk free interest rate | 3.65% | 1.24% |
Expected option term | 6 years 3 months 18 days | 6 years 3 months 18 days |
Expected volatility of common stock | 85.90% | 90.20% |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Stock Option Activity (Detail) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Outstanding, Beginning Balance, Number of Shares | 3,964,000 | |
Outstanding, Beginning Balance, Weighted Average Exercise Price Per Share | $ 7.33 | |
Options granted , Numbers of Shares | 3,697,000 | |
Options granted, Weighted Average Exercise Price Per Share | $ 3.85 | |
Options exercised , Numbers of Shares | (83,000) | |
Options exercised, Weighted Average Exercise Price Per Share | $ 1.22 | |
Options Cancelled , Number of Shares | (395,000) | |
Options Cancelled , Weighted average exercise price | $ 6.22 | |
Outstanding, Ending Balance, Number of Shares | 7,183,000 | 3,964,000 |
Outstanding, Ending Balance, Weighted Average Exercise Price Per Share | $ 5.67 | $ 7.33 |
Outstanding, Weighted Average Remaining Contractual Term (Years) | 8 years 9 months 18 days | 8 years 10 months 24 days |
2011 Plan [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Outstanding, Ending Balance, Number of Shares | 67,000 | |
Outstanding, Ending Balance, Weighted Average Exercise Price Per Share | $ 30.22 | |
Outstanding, Weighted Average Remaining Contractual Term (Years) | 3 years 3 months 18 days |
Stockholders' Equity - Summar_4
Stockholders' Equity - Summary of Restricted Stock Units Activity (Detail) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
RSUs, Beginning balance | 745,000 | |
RSUs, Granted | 0 | |
RSUs, Vested | 149,000 | |
RSUs, Cancelled | 64,000 | |
RSUs, Ending balance | 532,000 | 745,000 |
Weighted Average Grant Date Fair Value per Share, Beginning balance | $ 4.22 | |
Weighted Average Grant Date Fair Value per Share, Granted | 0 | |
Weighted Average Grant Date Fair Value per Share, Vested | 4.22 | |
Weighted Average Grant Date Fair Value per Share, Cancelled | 4.22 | |
Weighted Average Grant Date Fair Value per Share, Ending balance | $ 4.22 | $ 4.22 |
Weighted Average Remaining Contractual Term (Years) | 2 years 8 months 12 days | 3 years 4 months 24 days |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Aug. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | ||||||||
Lease liability | $ 0.4 | $ 0.4 | ||||||
Operating lease right-of-use asset | 362,000 | 362,000 | $ 640,000 | |||||
Operating Lease Expense | 100,000 | $ 100,000 | 300,000 | $ 500,000 | ||||
Lease liability noncurrent | 0 | 0 | $ 278,000 | |||||
Cash paid for operating lease liability | $ 100,000 | $ 300,000 | $ 300,000 | $ 600,000 | ||||
Operating lease weighted average discount rate | 8% | |||||||
Operating lease weighted average remaining lease term | 1 year | 1 year | ||||||
Option to extend the lease | option for an additional year | |||||||
Original Operating Lease [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Operating lease right-of-use asset | $ 0.4 | $ 0.4 | ||||||
Noncancelable operating lease agreement [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Operating lease right-of-use asset | $ 700,000 | |||||||
Noncancelable operating lease agreement [Member] | Amended Operating Lease [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Description of Lease Term | August 2023 | |||||||
Percentage of increase in monthly base rent | 4% | |||||||
Additional noncancelable operating lease agreement [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Operating lease right-of-use asset | $ 400,000 | |||||||
Additional noncancelable operating lease agreement [Member] | New Operating Lease [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Description of Lease Term | August 2020 through August 2023 | |||||||
Lease extended termination description | option to terminate the lease prior to its expiration with at least one month’s prior written notice and a one-time payment equal to four months’ rent. | |||||||
Option to extend the lease | option for an additional year | |||||||
Maximum [Member] | Noncancelable operating lease agreement [Member] | Amended Operating Lease [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Operating Leases Rent Expense | $ 21,444 | |||||||
Maximum [Member] | Additional noncancelable operating lease agreement [Member] | New Operating Lease [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Lease rental rate per month | $ 14,033 | |||||||
Percentage of increase in monthly base rent | 9% | |||||||
Minimum [Member] | Noncancelable operating lease agreement [Member] | Amended Operating Lease [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Operating Leases Rent Expense | $ 20,019 | |||||||
Minimum [Member] | Additional noncancelable operating lease agreement [Member] | New Operating Lease [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Lease rental rate per month | $ 12,462 | |||||||
Percentage of increase in monthly base rent | 4% |