Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 01, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-35342 | ||
Entity Registrant Name | LUMOS PHARMA, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 42-1491350 | ||
Entity Address, Address Line One | 4200 Marathon Blvd #200 | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78756 | ||
City Area Code | 512 | ||
Local Phone Number | 215-2630 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | LUMO | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 21.5 | ||
Entity Common Stock, Shares Outstanding (in shares) | 8,107,121 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for its 2024 Annual Meeting of Shareholders, to be held on May 31, 2024, which will be filed within 120 days of December 31, 2023, are incorporated by reference into Part III of this Annual Report on Form 10-K . | ||
Entity Central Index Key | 0001126234 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | Austin, TX |
Auditor Firm ID | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 35,078 | $ 56,007 |
Short-term investments | 999 | 11,352 |
Prepaid expenses and other current assets | 3,748 | 4,427 |
Other receivables | 210 | 223 |
Total current assets | 40,035 | 72,009 |
Non-current assets: | ||
Property and equipment, net | 0 | 53 |
Right-of-use asset | 603 | 230 |
Total assets | 40,638 | 72,292 |
Current liabilities: | ||
Accounts payable | 890 | 275 |
Accrued expenses | 5,858 | 6,200 |
Current portion of lease liability | 282 | 233 |
Total current liabilities | 7,030 | 6,708 |
Long-term liabilities: | ||
Royalty obligation payable to Iowa Economic Development Authority | 6,000 | 6,000 |
Lease liability | 303 | 0 |
Total liabilities | 13,333 | 12,708 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Undesignated preferred stock, $0.01 par value: Authorized shares - 5,000,000 at December 31, 2023 and 2022; issued and outstanding shares - 0 at December 31, 2023 and 2022 | 0 | 0 |
Common stock, $0.01 par value: Authorized shares - 75,000,000 at December 31, 2023 and 2022; issued shares - 8,125,728 and 8,283,708 at December 31, 2023 and 2022, respectively, and outstanding shares - 8,102,555 and 8,267,968 at December 31, 2023 and 2022, respectively | 81 | 82 |
Treasury stock, at cost, 23,173 and 15,740 shares held as of December 31, 2023 and 2022, respectively | (196) | (170) |
Additional paid-in capital | 188,937 | 187,164 |
Accumulated deficit | (161,517) | (127,483) |
Accumulated other comprehensive loss | 0 | (9) |
Total stockholders’ equity | 27,305 | 59,584 |
Total liabilities and stockholders’ equity | $ 40,638 | $ 72,292 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Blank check preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Blank check preferred stock, authorized shares (in shares) | 5,000,000 | 5,000,000 |
Blank check preferred stock, issued shares (in shares) | 0 | 0 |
Blank check preferred stock, outstanding shares (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares (in shares) | 75,000,000 | 75,000,000 |
Common stock, issued shares (in shares) | 8,125,728 | 8,283,708 |
Common stock, outstanding shares (in shares) | 8,102,555 | 8,267,968 |
Treasury stock, shares (in shares) | 23,173 | 15,740 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 2,051 | $ 1,523 |
Total revenues | 2,051 | 1,523 |
Operating expenses: | ||
Research and development | 22,096 | 17,857 |
General and administrative | 16,569 | 15,706 |
Total operating expenses | 38,665 | 33,563 |
Loss from operations | (36,614) | (32,040) |
Other income and expense: | ||
Other income, net | 683 | 91 |
Interest income | 1,868 | 874 |
Other income, net | 2,551 | 965 |
Net loss before taxes | (34,063) | (31,075) |
Income tax benefit | 29 | 13 |
Net loss | $ (34,034) | $ (31,062) |
Net loss per share: | ||
Basic (in dollars per share) | $ (4.18) | $ (3.71) |
Diluted (in dollars per share) | $ (4.18) | $ (3.71) |
Weighted average number of common shares outstanding | ||
Basic (in shares) | 8,145,155 | 8,373,821 |
Diluted (in shares) | 8,145,155 | 8,373,821 |
Other comprehensive income (loss): | ||
Unrealized gain (loss) on short-term investments | $ 9 | $ (9) |
Total comprehensive loss | $ (34,025) | $ (31,071) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Common Stock, balance at beginning of period (shares) at Dec. 31, 2021 | 8,357,391 | |||||
Treasury Stock, balance at beginning of period (in shares) at Dec. 31, 2021 | 9,428 | |||||
Balance at beginning of period at Dec. 31, 2021 | $ 88,977 | $ 83 | $ (114) | $ 185,429 | $ (96,421) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 2,320 | 2,320 | ||||
Exercise of stock options (in shares) | 17,288 | |||||
Exercise of stock options | 40 | 40 | ||||
Stock issued upon vesting of restricted stock units (in shares) | 25,771 | |||||
Stock issued upon vesting of restricted stock units | 0 | |||||
Shares surrendered for tax withholding on vested awards (in shares) | (6,312) | (6,312) | ||||
Shares surrendered for tax withholding on vested awards | (56) | $ (56) | ||||
Stock issued under stock purchase plan (in shares) | 11,356 | |||||
Stock issued under stock purchase plan | 49 | 49 | ||||
Repurchases of common stock (in shares) | (137,526) | |||||
Repurchases of common stock | (675) | $ (1) | (674) | |||
Other comprehensive income (loss) | (9) | (9) | ||||
Net loss | $ (31,062) | (31,062) | ||||
Common Stock, balance at end of period (shares) at Dec. 31, 2022 | 8,267,968 | 8,267,968 | ||||
Treasury Stock, balance at end of period (in shares) at Dec. 31, 2022 | 15,740 | 15,740 | ||||
Balance at end of period at Dec. 31, 2022 | $ 59,584 | $ 82 | $ (170) | 187,164 | (127,483) | (9) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 2,322 | 2,322 | ||||
Stock issued under the Controlled Equity OfferingSM, net of costs (in shares) | 181,700 | |||||
Stock issued under the Controlled Equity OfferingSM, net of costs | 725 | $ 2 | 723 | |||
Stock issued upon vesting of restricted stock units (in shares) | 27,564 | |||||
Stock issued upon vesting of restricted stock units | 0 | |||||
Shares surrendered for tax withholding on vested awards (in shares) | (7,433) | (7,433) | ||||
Shares surrendered for tax withholding on vested awards | (26) | $ (26) | ||||
Stock issued under stock purchase plan (in shares) | 12,698 | |||||
Stock issued under stock purchase plan | 35 | 35 | ||||
Repurchases of common stock (in shares) | (379,942) | |||||
Repurchases of common stock | (1,310) | $ (3) | (1,307) | |||
Other comprehensive income (loss) | 9 | 9 | ||||
Net loss | $ (34,034) | (34,034) | ||||
Common Stock, balance at end of period (shares) at Dec. 31, 2023 | 8,102,555 | 8,102,555 | ||||
Treasury Stock, balance at end of period (in shares) at Dec. 31, 2023 | 23,173 | 23,173 | ||||
Balance at end of period at Dec. 31, 2023 | $ 27,305 | $ 81 | $ (196) | $ 188,937 | $ (161,517) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows From Operating Activities | ||
Net loss | $ (34,034) | $ (31,062) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 2,322 | 2,320 |
Depreciation and amortization | 44 | 49 |
Other income, net | (392) | (26) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 679 | 492 |
Other receivables | 13 | (92) |
Accounts payable and accrued expenses | 273 | 1,696 |
Net cash used in operating activities | (31,095) | (26,623) |
Cash Flows From Investing Activities | ||
Purchases of marketable securities | (7,378) | (11,337) |
Maturities of marketable securities | 18,120 | 0 |
Purchase of equipment | 0 | (21) |
Net cash provided by (used in) investing activities | 10,742 | (11,358) |
Cash Flows From Financing Activities | ||
Exercise of stock options | 0 | 40 |
Sale of shares under stock purchase plans | 35 | 49 |
Payment for tax withholding on vested awards | (26) | (56) |
Repurchases of common stock | (1,310) | (675) |
Sale of shares under Controlled Equity OfferingSM, net of costs | 725 | 0 |
Payment of offering costs under Controlled Equity OfferingSM | 0 | (179) |
Net cash used in financing activities | (576) | (821) |
Net decrease in cash and cash equivalents | (20,929) | (38,802) |
Cash and cash equivalents at beginning of year | 56,007 | 94,809 |
Cash and cash equivalents at end of year | $ 35,078 | $ 56,007 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | D escription of Business Organization and Nature of operations Lumos Pharma, Inc. is a clinical-stage biopharmaceutical company. References in this Annual Report to “us,” “we,” “our,” the “Company,” or “Lumos” are to Lumos Pharma, Inc. and its wholly-owned subsidiaries. With our principal executive offices located in Austin, Texas and additional executive and administrative offices located in Ames, Iowa, we are engaged in advancing our clinical program and focused on identifying, acquiring, developing, and commercializing novel products and new therapies for people with rare diseases on a global level , for which there is currently a significant unmet need for safe and effective therapies . Our common stock is listed on the Nasdaq Global Market (“Nasdaq”) and trades under the ticker symbol “LUMO.” The Company entered into a business combination (the “Merger”) between the Company, formerly known as NewLink Genetics Corporation (“NewLink”), Cyclone Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of NewLink, and Lumos Pharma, Inc., which has since been renamed “Lumos Pharma Sub, Inc.” (“Private Lumos”). The Merger closed on March 18, 2020, and Merger Sub merged with and into Private Lumos, with Private Lumos surviving as a wholly-owned subsidiary of the Company. Immediately prior to the closing of the Merger, the shares of NewLink common stock were adjusted with a reverse split ratio of 1‑for‑9. Under the terms of the Merger, Private Lumos stockholders received an aggregate of 4,146,398 shares of NewLink common stock (after giving effect to the reverse split) for each share of outstanding common stock, Series A Preferred Stock and Series B Preferred Stock of Private Lumos converted at an exchange ratio of 0.1308319305, 0.0873621142 and 0.1996348626 , respectively . Immediately following the reverse stock split and the completion of the Merger, there were 8,292,803 shares of the Company’s common stock outstanding , of which approximately 50% was held by each of Private Lumos and NewLink security holders. The Merger was accounted for as a reverse asset acquisition. After the consummation of the Merger, the combined company has focused its efforts on the development of Private Lumos’ sole product candidate, secretagogue ibutamoren (“LUM-201”), a potential oral therapy for idiopathic pediatric growth hormone deficiency (“PGHD”) and other rare endocrine disorders. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements also do not reflect any adjustments relating to the recoverability and reclassifications of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. The Company has historically devoted substantially all of its efforts toward research and development and has never earned revenue from commercial sales of its products. Management expects to continue to incur additional substantial losses in the foreseeable future as a result of the Company’s research and development activities. As of December 31, 2023, the Company had approximately $36.1 million of cash, cash equivalents and short-term investments. The Company's accumulated deficit at December 31, 2023 was approximately $161.5 million. Given its current development plans and cash management efforts, the Company anticipates its cash resources will be sufficient to fund operations through the third quarter of 2024. However, based on the Company's current cash forecast and the Company’s dependence on its ability to obtain additional financing to fund its operations in advancing the PGHD program into a Phase 3 trial, the Company concluded that its available cash, cash equivalents and short-term investments as of December 31, 2023 may not be sufficient to fund its operations for at least 12 months from the filing date of this Annual Report, and thus substantial doubt exists as to the Company’s ability to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements include the accounts of Lumos and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). All significant intercompany accounts and transactions are eliminated in consolidatio n. In the opinion of management, all adjustments of a normal and recurring nature considered necessary for a fair presentation have been included in the accompanying consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s financial statements and accompanying notes. Significant management estimates that affect the reported amounts of assets and liabilities include stock-based compensation, accruals for clinical trials and deferred tax assets. While we believe that the estimates and assumptions used in preparation of our consolidated financial statements based on our knowledge of current events and actions that we may underta ke in the future are appropriate, actual results could differ from those estimates, and any such differences may be material. Fair Value of Financial Instruments and Credit Risk The fair values of the Company’s financial instruments are recorded using a hierarchical disclosure framework based upon the level of subjectivity of the inputs used in measuring assets and liabilities. The three levels are described below: • Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date . • Level 2: Inputs other than Level 1 that are directly or indirectly observable, such as quoted prices for similar assets or liabilities and quoted prices in less active markets. • Level 3: Inputs are unobservable for the asset or liability and are developed based on the best information available in the circumstances, which might include the Company’s own data. Cash and Cash Equivalents Cash and cash equivalents consist of cash deposits, certificates of deposit, money market funds and investments in debt securities with original maturities of ninety days or less when purchased. Investments Management determines the appropriate classification of its available-for-sale investments in debt securities at the time of purchase. Generally, investments with original maturities greater than ninety days at the date of purchase are classified as short-term because it is management’s intent to use the investments to fund current operations or to make them available for current operations. Investments in available-for-sale securities are reported at fair value, with unrealized gains and losses, net of tax, recorded as a component of accumulated other comprehensive loss in the Consolidated Balance Sheet. The Company reviews its available-for-sale investments as of the end of each reporting period for declines in fair value based on the specific identification method. The Company records an allowance for credit loss when a decline in fair value is due to credit-related factors. The Company considers various factors in determining whether an investment is impaired, including the severity of the impairment, changes in underlying credit ratings, forecasted recovery, its intent to sell or the likelihood that it would be required to sell the investment before its anticipated recovery in market value and the probability that the scheduled cash payments will continue to be made. When the Company concludes that a credit-related impairment has occurred, the Company assesses whether it intends to sell the security or if it is more likely than not that it will be required to sell the security before recovery. If either of these two conditions is met, the Company recognizes a charge in net loss equal to the entire difference between the security’s amortized cost basis and its fair value. If the Company does not intend to sell a security and it is not more likely than not that it will be required to sell the security before recovery, the unrealized loss is separated into an amount representing the credit loss, which is recognized in net loss, and the amount related to all other factors, which is recorded in accumulated other comprehensive income loss. Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company ’ s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments are recognized on a straight-line basis over the lease term. (See Note 6.) Expenses Accrued Under Contractual Arrangements with Third Parties; Accrued Clinical Expenses The Company estimates its accrued expenses through a process of reviewing open contracts and purchase orders, communicating with personnel to identify services that have been performed and estimating the level of service performed and the associated cost incurred for the service that may not be invoiced from the provider. The estimates of accrued expenses as of each balance sheet date are based on facts and circumstances known at that time. Such estimates are periodically confirmed with the service providers to verify accuracy. The Company bases its expenses related to clinical trials on estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and contract research organizations that conduct and manage clinical trials on behalf of the Company. Invoicing from third-party contractors for services performed can lag several months. The Company accrues the costs of services rendered in connection with third-party contractor activities based on its estimate of management fees, site management and monitoring costs and data management costs as contracted. Differences between actual clinical trial costs and estimated clinical trial costs are adjusted for in the period in which they become known through operations. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operating results in the period that includes the enactment date. Management assesses the realizability of deferred tax assets and records a valuation allowance if it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company accounts for the effect of any uncertain tax positions based on a more likely than not threshold to the recognition of the tax positions being sustained based on the technical merits of the position under scrutiny by the applicable taxing authority. If a tax position or positions are deemed to result in uncertainties of those positions, the unrecognized tax position is estimated based on a cumulative probability assessment that aggregates the estimated tax liability for all uncertain tax positions. Interest and penalties assessed, if any, are recorded in its consolidated statement of operations in interest expense and other expenses. Stock-Based Compensation Stock options and performance stock options The Company recognizes compensation costs related to stock options granted to employees and non-employees based on the estimated fair value of the awards on the date of grant. The Company estimates the grant date fair value, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. The Company records forfeitures as they are incurred. The grant date fair value of the stock options is expensed on a straight-line basis over the applicable vesting period, which generally is four years. The fair value of performance-based stock options is recognized as compensation expense beginning at the time in which the performance conditions are deemed probable of achievement, over the remaining requisite service period. The assumptions used in Black-Scholes option-pricing model are as follows: • Fair Market Value of Common Stoc k. The grant date fair market value is the quoted market price of the Company's common stock. • Expected term . The expected term of stock options represents the period that the stock options are expected to remain outstanding and is based on vesting terms, exercise term and contractual lives of the options. The expected term is based on the simplified method and is estimated as the average of the weighted average vesting term and the time to expiration as of the grant date. • Expected volatility . Given the low trading volume in the Company's common stock, the Company uses a blended volatility based both on its own historical data and the trading history from the common stock of a set of comparable publicly-listed biopharmaceutical companies. Volatility for employee stock purchase plan (“ESPP”) shares is equal to the Company’s historical volatility over the six-month offering period. • Risk-free interest rate . The risk-free interest rate is based on the U.S. Treasury yield with a maturity equal to the expected term of the stock options in effect at the time of grant. • Dividend yield . The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plan to pay any dividends on its common stock. Restricted stock units Service-based restricted stock units are valued using the market price of our common stock on the grant date. The grant date fair value of the restricted stock units is expensed on a straight-line basis over the applicable vesting period, which generally is four years. Employee stock purchase plan Our ESPP allows employees to purchase common stock at a 15% discount from the lower of the common stock closing price on the first or last day of the offering period. The current offering period is from July 1, 2023 to June 30, 2025. We use the Black-Scholes Model to determine fair value, which incorporates assumptions as described above. The grant date fair value of the ESPP is expensed on a straight-line basis over the applicable vesting period, which generally is six months. Net Loss Per Share Basic net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share reflects the potential dilution, using the treasury stock method. Revenue Recognition For arrangements that may include sales-based royalties, including milestone payments based on the level of sales, we recognize revenue at the later of (i) when the related sale has occurred or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied. Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist primarily of employee-related expenses, which include salaries, bonuses, benefits and stock-based compensation; manufacturing-related costs; clinical trial expenses which include expenses incurred under agreements with contract research organizations, investigative sites and consultants that conduct our clinical trials; facilities, depreciation of fixed assets and other allocated expenses, which include direct and allocated expenses for rent and maintenance of research facilities and equipment; license fees for and milestone payments related to in-licensed products and technology; and costs associated with non-clinical activities and regulatory approvals. Advance payments for goods or services to be rendered in the future for use in research and development activities are deferred and recorded as a prepaid asset. The deferred amounts are expensed as the related goods are delivered or the services are performed. Patents The Company generally applies for patent protection on processes and products. Patent application costs are expensed as incurred as a component of general and administrative expense, as recoverability of such expenditures is uncertain. |
License and Asset Purchase Agre
License and Asset Purchase Agreements | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
License and Asset Purchase Agreements | License and Asset Purchase Agreements License and LUM-201 Asset Purchase Agreements In July 2018, the Company entered into an asset purchase agreement (the “APA”) with Ammonett and acquired substantially all of the assets related to LUM-201, which Ammonett licensed from Merck in October 2013 (the “Lumos Merck Agreement”). The Lumos Merck Agreement, which grants Lumos (as successor in interest to Ammonett) worldwide, exclusive, sublicensable (subject to Merck’s consent in the United States, major European countries and Japan, such consent not to be unreasonably withheld) rights under specified patents and know-how to develop, manufacture and commercialize LUM-201 for any and all indications, excluding Autism Spectrum Disorders as defined in the Fifth Edition of the Diagnostic and Statistical Manual of Mental Disorders. On August 12, 2020, we entered into Amendment No. 1 to the Lumos Merck Agreement with Merck (the “Lumos Merck Agreement Amendment”). Pursuant to the Lumos Merck Agreement Amendment, we obtained from Merck a worldwide, non-exclusive, sublicensable (subject to Merck’s consent in the United States, specified major European countries and Japan, such consent not to be unreasonably withheld) license under the specified patents and know-how that are the subject of our exclusive license to develop, manufacture and commercialize LUM-201 for diagnostic purposes, excluding Autism Spectrum Disorders. Under the APA, the Company paid Ammonett an upfront fee of $3.5 million which was recorded as research and development expense in 2018. The Company may also incur development milestone payments totaling up to $17.0 million for achievement of specified milestones on the first indication that Lumos pursues and up to $14.0 million for achievements of specified milestones on the second indication that Lumos pursues, sales milestone payments totaling up to $55.0 million on worldwide product sales, and royalty payments based on worldwide product sales, as discussed below. Under the Lumos Merck Agreement, Lumos will be required to pay Merck substantial development milestone payments for achievement of specified milestones relating to each of the first and second indications. Total potential development milestone payments are required of up to $14 million for the first indication that Lumos pursues and up to $8.5 million for the second indication that Lumos pursues. Tiered sales milestone payments totaling up to $80.0 million are required on worldwide net product sales up to $1.0 billion, and substantial royalty payments based on product sales are required if product sales are achieved. If product sales are ever achieved, Lumos is required to make royalty payments under both the APA and the Lumos Merck Agreement collectively of 10% to 12% of total annual product net sales, subject to standard reductions for generic erosion. The royalty obligations under the Lumos Merck Agreement are on a product-by-product and country-by-country basis and will last until the later of expiration of the last licensed patent covering the product in such country and expiration of regulatory exclusivity for such product in such country. The royalty obligations under the APA are on a product-by-product and country-by-country basis for the duration of the royalty obligations under the Merck License and thereafter until the expiration of the last patent assigned to Lumos under the APA covering such product in such country. The Lumos Merck Agreement shall continue in force until the expiration of royalty obligations on a country-by-country and product-by-product basis, or unless terminated by Lumos at will by submitting 180 days’ advance written notice to Merck or by either party for the other party’s uncured material breach or specified bankruptcy events. Upon expiry of the royalty obligations the Lumos Merck Agreement converts to a fully paid-up, perpetual non-exclusive license. If the Lumos Merck Agreement is terminated, and upon Merck’s written request, Lumos is obligated to use reasonable and diligent efforts to assign to Merck any sublicenses previously granted by Lumos. License and PRV Asset Purchase Agreements In November 2014, NewLink entered into a worldwide license and collaboration agreement (the “NewLink Merck Agreement”), with Merck, to develop and potentially commercialize its Ebola vaccine rVSV∆G-ZEBOV that it licensed from the Public Health Agency of Canada (“ PHAC ”). rVSV∆G-ZEBOV was also eligible to receive a PRV if approval was granted by the U.S. Food and Drug Administration (the “FDA”), with the Company entitled to 60% and Merck entitled to the remaining 40% of the PRV value obtained through sale, transfer or other disposition of the PRV. On December 20, 2019, Merck announced that the FDA approved its application for ERVEBO® (Ebola Zaire Vaccine, Live) for the prevention of disease caused by Zaire Ebola virus in individuals 18 years of age and older and grant of the PRV. Under the NewLink Merck Agreement, as amended, the Company has earned and has the potential to continue to earn royalties on sales of the vaccine in certain countries. However, we believe that the market for the vaccine will be limited primarily to areas in the developing world that are excluded from royalty payment or where the vaccine is donated or sold at low or no margin and, therefore, we do not expect to receive material royalty payments from Merck in the foreseeable future. For the years ended December 31, 2023 and 2022, the Company recognized revenues of $2.0 million and $1.5 million, respectively, for royalties related to royalty-bearing commercial sales of the vaccine. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | Financial Instruments Fair Value The following summarizes the valuation of the Company’s financial instruments (in thousands). The tables do not include either cash on hand or assets and liabilities that are measured at historical cost or any basis other than fair value. As of December 31, 2023 Level 1 Level 2 Total Cash equivalents: Money market funds $ 34,741 $ — $ 34,741 Total cash equivalents $ 34,741 $ — $ 34,741 Short-term investments: U.S. government and agency securities $ — $ 999 999 Total short-term investments $ — $ 999 $ 999 Total $ 34,741 $ 999 $ 35,740 As of December 31, 2022 Level 1 Level 2 Total Cash equivalents: Money market funds $ 52,045 $ — $ 52,045 Corporate debt securities — 2,497 2,497 Non-U.S. debt securities — 800 800 Total cash equivalents $ 52,045 $ 3,297 $ 55,342 Short-term investments: Commercial paper $ — $ 2,909 $ 2,909 U.S. government and agency securities 2,451 5,992 8,443 Total short-term investments $ 2,451 $ 8,901 $ 11,352 Total $ 54,496 $ 12,198 $ 66,694 As of December 31, 2023 and 2022, the Company had no Level 3 assets or liabilities. There were no transfers between Level 1, Level 2, or Level 3 measurements for the years ending December 31, 2023 and 2022. The Company’s other financial instruments, including cash, receivables and accounts payable, are recorded at amounts that approximate their fair values due to their short maturities. The Company is unable to estimate the fair value of the royalty obligation to Iowa Economic Development Authority based on future product sales, as the timing of payments, if any, is uncertain. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents and short-term investments. Cash and cash equivalents and investments in marketable securities are invested in accordance with the Company’s cash investment policy with the primary objective being the preservation of capital and maintenance of liquidity. The cash investment policy includes guidelines on the quality of financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. The Company limits its exposure to credit loss by placing its cash and cash equivalents and short-term investments with high credit quality financial institutions. Contractual Maturities of Investments As of December 31, 2023, all of the Company's available-for-sale investments were due within one year or less. Available-for-sale Investments The following table summarizes the Company's available-for-sale securities by security type: As of December 31, 2023 Amortized Cost Unrealized Losses Fair Value Cash equivalents: Money market funds $ 34,741 $ — $ 34,741 Total cash equivalents $ 34,741 $ — $ 34,741 Short-term investments: U.S. government and agency securities $ 999 $ — 999 Total short-term investments $ 999 $ — $ 999 Total $ 35,740 $ — $ 35,740 As of December 31, 2022 Amortized Cost Unrealized Losses Fair Value Cash equivalents: Money market funds $ 52,045 $ — $ 52,045 Corporate debt securities 2,498 (1) 2,497 Non-U.S. debt securities 800 — 800 Total cash equivalents $ 55,343 $ (1) $ 55,342 Short-term investments: Commercial paper $ 2,909 $ — $ 2,909 U.S. government and agency securities 8,451 (8) 8,443 Total short-term investments $ 11,360 $ (8) $ 11,352 Total $ 66,703 $ (9) $ 66,694 The gross unrealized losses as of December 31, 2022 were due primarily to changes in market interest rates. The Company records an allowance for credit loss when a decline in investment market value is due to credit-related factors. When evaluating an investment for impairment, the Company reviews factors such as the severity of the impairment, changes in underlying credit ratings, forecasted recovery, the Company’s intent to sell or the likelihood that it would be required to sell the investment before its anticipated recovery in market value and the probability that the scheduled cash payments will continue to be made. As of December 31, 2023, there were no material declines in the market value of available-for-sale investments due to credit-related factors. As of December 31, 2023 and 2022, there were no material unrealized gains associated with the Company’s available-for-sale investments. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses are comprised of the following (in thousands): December 31, 2023 December 31, 2022 Compensation and related benefits $ 3,472 $ 3,729 Clinical and contract manufacturing expenses 1,790 1,800 Other 596 671 Total accrued expenses $ 5,858 $ 6,200 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company has certain facility leases with non-cancellable terms ranging between two years and three years, with certain renewal options. The Company records lease liabilities based on the present value of lease payments over the lease term using an incremental borrowing rate to discount its lease liabilities, as the rate implicit in the lease is typically not readily determinable. To compute the present value of the lease liability, the Company used a weighted-average discount rate of 10%. Certain lease agreements include renewal options that are under the Company’s control. The Company includes optional renewal periods in the lease term only when it is reasonably certain that the Company will exercise its option. The weighted-average remaining lease term as of December 31, 2023 is 2.0 years. The Company does not separate lease components from non-lease components. Variable lease payments include payments to lessors for taxes, maintenance, insurance and other operating costs as well as payments that are adjusted based on an index or rate. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants. Future maturities of operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2023 are as follows (in thousands), excluding option renewals: As of December 31, 2023: 2024 $ 332 2025 303 2026 17 Thereafter — Total lease payments 652 Less: Imputed interest (67) Total $ 585 Lease costs for operating leases were $0.3 million for each of the years ended December 31, 2023 and 2022. |
Stock-Based Compensation and Em
Stock-Based Compensation and Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation and Employee Benefit Plans | Stock-Based Compensation and Employee Benefit Plans Stock Options and Performance Stock Options In 2012, Private Lumos adopted the 2012 Equity Incentive Plan (“2012 Plan”), and in 2016 it adopted the 2016 Stock Plan (“2016 Plan” and together with the 2012 Plan, the “Plans”). In connection with the Merger, all outstanding options under the Plans were assumed and such assumed options may be exercised to purchase common stock of the Company after the Merger. Subsequent to the Merger, the Plans were terminated as to future awards . In connection with the Merger, the Company assumed NewLink’s 2009 Equity Incentive Plan which was effective since July 2009 and was subsequently amended on May 9 , 2019 (the “2019 Plan”) . The 2019 Plan has a 10 year term from the Board adoption date of March 22, 2019 and on January 1 of each year through January 1, 2029, in accordance with an “evergreen provision”, a number of shares of common stock in an amount equal to 3% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year or such lesser amount of shares (or no shares) approved by the Board, will be added to the shares reserved under the 2019 Plan. The 2019 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards and stock appreciation rights to officers, employees, members of the Board, advisors, and consultants to the Company . As of December 31, 2023, we had 712,026 shares available for grant under the 2019 Plan. The table below summarizes the stock option activity, including options with market and performance conditions, for the year ended December 31, 2023 : Number of options Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at beginning of period 1,449,179 $ 10.43 6.9 Options granted 227,428 3.48 Options exercised — — Options forfeited (29,854) 8.61 Options expired (247,728) 12.87 Outstanding and expected to vest at end of period 1,399,025 $ 8.91 6.8 Options exercisable at end of period 922,640 $ 9.52 6.0 The weighted-average assumptions used to value the stock options using the Black-Scholes option-pricing were as follows : Year Ended December 31, 2023 2022 Risk-free interest rate 3.38% to 4.06% 1.32% to 3.01% Expected dividend yield —% 0% Expected volatility 97.9% to 98.8% 83.7% to 96.1% Expected term (in years) 4.0 to 6.1 5.5 to 6.1 Weighted-average grant-date fair value per share $2.57 $6.75 Restricted Stock Units The table below summarizes the restricted stock units activity for the year ended December 31, 2023 : Number of restricted shares Weighted average grant date fair value Unvested at beginning of period 69,794 $ 8.98 Granted 14,900 3.45 Vested (27,564) 8.75 Forfeited (4,700) 9.71 Unvested at end of period 52,430 $ 7.47 The following summarizes the weighted average fair value at the date of grant: Year Ended December 31, 2023 2022 Per grant of restricted stock unit $ 3.45 $ 9.18 2010 Non-Employee Directors’ Stock Award Plan In connection with the Merger , the Company assumed NewLink’s 2010 Non-Employee Directors’ Stock Award Plan (the “Directors’ Plan”) which was effective on November 10, 2011. As of December 31, 2023, 5,624 shares remain available for grant under the Directors ’ Plan. 2010 Employee Stock Purchase Plan In connection with the Merger, the Company assumed NewLink’s 2010 Employee Stock Purchase Plan, as amended (the "2010 Purchase Plan"), which was effective on November 10, 2011. As of December 31, 2023, 35,946 shares remain available for issuance under the 2010 Purchase Plan. On July 22, 2021, the Board approved an amendment and restatement of the 2010 Purchase Plan (the “A&R ESPP”), and established a special offering period under the A&R ESPP beginning September 1, 2021 and lasting until June 30, 2023, subject to restart provisions as described within the A&R ESPP. The special offering period under the A&R ESPP was fully contingent upon stockholder approval of the A&R ESPP at the 2022 Annual Meeting of Stockholders. The A&R ESPP provided for an increase in the number of shares reserved for issuance under the A&R ESPP by 60,000 shares. On May 4, 2022, at the 2022 Annual Meeting of Stockholders, the A&R ESPP was approved. On June 30, 2022, December 30, 2022, and June 30, 2023, the restart provision was triggered, resulting in new offering periods. The current offering period is from July 1, 2023 through June 30, 2025. Stock-Based Compensation Expense Stock-based compensation expenses included in the Company’s consolidated statements of operations for the year ended December 31, 2023 and 2022 were (in thousands): Year Ended December 31, 2023 2022 Research and development $ 617 $ 661 General and administrative 1,705 1,659 Total $ 2,322 $ 2,320 As of December 31, 2023, we had unrecognized compensation cost of $2.5 million and the weighted-average period over which it is expected to be recognized is 1.9 years. Employee Benefit Plans |
Long-Term Debt and Conversion t
Long-Term Debt and Conversion to Royalty Obligation | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Conversion to Royalty Obligation | Long-Term Debt and Conversion to Royalty Obligation In March 2005, NewLink entered into a $6.0 million forgivable loan agreement with the Iowa Department of Economic Development (the “IDED”). Under the agreement, in the absence of default, there were no principal or interest payments due until the completion date for the project. This loan was converted into a royalty obligation under the terms of a settlement agreement entered into on March 26, 2012, with the Iowa Economic Development Authority, as successor in interest to the IDED. As no payments are expected in the next 12 months, the entire royalty obligation of $6.0 million, which the Company assumed in connection with the Merger, is classified as a long-term liability as of December 31, 2023. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the years ended December 31, 2023 and 2022, the Company recorded an income tax benefit of $29,000 and $13,000, respectively. The income tax benefit is as follows (in thousands): Year Ended December 31, 2023 2022 Current tax benefit - state and local $ 29 $ 13 Total income tax benefit $ 29 $ 13 The Company had no deferred tax liabilities for each of the years ended December 31, 2023 and 2022. The tax effects of temporary differences that give rise to significant portions of deferred tax assets at December 31, 2023 and 2022 are presented below (in thousands): As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 39,043 $ 35,236 Federal research and development tax credits 42,949 39,190 Capitalized research and development 8,187 4,018 Stock-based compensation 603 678 Capital loss carryforwards 41,144 41,144 Accrued compensation 233 221 Leasehold improvements and equipment 1,125 1,205 Other (4) 2 Gross deferred tax assets 133,280 121,694 Less: valuation allowance (133,280) (121,694) Total deferred tax assets $ — $ — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Due to the uncertainty of the Company’s ability to realize the benefit of the deferred tax assets, the net deferred tax assets are fully offset by a valuation allowance at December 31, 2023 and 2022. The valuation allowance increased by $11.6 million and $8.2 million during the years ended December 31, 2023 and 2022, respectively. Based on Section 382 ownership change analyses through March 18, 2020, as a result of the Merger, both historical NewLink and Private Lumos experienced Section 382 ownership changes on March 18, 2020. These ownership changes limit our ability to utilize federal net operating loss carryforwards and certain other tax attributes that accrued prior to the respective ownership changes of us and our subsidiaries and may continue to limit our ability to utilize such attributes in the future. Based on subsequent analyses, we did not experience a Section 382 ownership change from March 19, 2020 through December 31, 2022. As of December 31, 2023, the Company had federal operating loss carryforwards of approximately $156.9 million, federal capital loss carryforwards of approximately $164.6 million, and federal research credit carryforwards of approximately $42.9 million. Certain of the carryforwards expire in years 2024 through 2043, and certain of the carryforwards have an indefinite life. A reconciliation of income taxes at the statutory federal income tax rate to net income tax benefit included in the accompanying consolidated statements of operations is set forth in the following table: Year Ended December 31, 2023 2022 U.S. federal income tax benefit at the statutory rate (21.0) % (21.0) % State income taxes, net of federal taxes (3.6) (2.1) Federal tax credits (8.9) (6.3) Change in valuation allowance 34.0 26.3 Other (0.6) 3.1 Effective income tax rate (0.1) % — % The Company accounts for the effect of any uncertain tax positions based on a more likely than not threshold to the recognition of the tax positions being sustained based on the technical merits of the position under scrutiny by the applicable taxing authority. If a tax position or positions are deemed to result in uncertainties of those positions, the unrecognized tax position is estimated based on a cumulative probability assessment that aggregates the estimated tax liability for all uncertain tax positions. Interest and penalties assessed, if any, are accrued and recorded in either interest expense or miscellaneous expense, respectively in the consolidated statement of operations. The Company had no reserve for uncertain tax positions as of December 31, 2023 and 2022 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock The Company's common stock trades on the Nasdaq under the symbol “LUMO.” Our shareholders are entitled to one vote for each share of common stock held on all matters to be voted on by shareholders. We have 75,000,000 authorized common shares, par value of $0.01 per share. The holders of common stock are entitled to one vote per share on all matters to be voted upon by the Company stockholders. On August 16, 2022, the Company announced that its board of directors had authorized a share repurchase program, under which the Company may purchase up to $3.0 million shares of its outstanding common stock. The Company repurchased an aggregate of 379,942 shares for approximately $1.3 million during the year ended December 31, 2023 and an aggregate of 137,526 shares for approximately $0.7 million during the year ended December 31, 2022. All such purchases were made through open-market transactions with shares effectively retired upon repurchase. On August 17, 2023, the Company terminated its share repurchase program. On December 30, 2020, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., as agent (the “Agent”), pursuant to which the Company may offer and sell from time to time through the Agent up to $50.0 million of shares of the Company’s common stock, $0.01 par value (the “Shares”). The offering and sale of the Shares has been registered under the Securities Act of 1933, as amended (the “Securities Act”). Under the Sales Agreement, the Agent may sell the Shares by any method permitted by law and deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the Nasdaq, on any other existing trading market for the Shares, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law. The Company will notify the Agent of the number of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made. The Company will pay the Agent a commission of up to 3.0% of the gross sales price of the Shares sold through it under the Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by the Agent in connection with the offering. The Sales Agreement may be terminated by the Agent or the Company at any time upon notice to the other party, as set forth in the Sales Agreement, or by the Agent at any time in certain circumstances, including the occurrence of a material and adverse change in the Company’s business or financial condition that makes it impractical or inadvisable to market the shares or to enforce contracts for the sale of the Shares. As of December 31, 2022, no shares had been issued under the Sales Agreement. During the year ended December 31, 2023, the Company sold an aggregate of 181,700 shares under the Sales Agreement, for net proceeds of approximately $0.7 million. Preferred Stock The Company's amended and restated certificate of incorporation authorizes the issuance of 5,000,000 shares of preferred stock, par value $0.01 per share. Our Board is empowered, without shareholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of common stock. As of December 31, 2023, the Company had no outstanding preferred stock. |
Net Loss per Share of Common St
Net Loss per Share of Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share of Common Stock | Net Loss per Share of Common Stock Basic loss per share is based upon the weighted-average number of shares of common stock outstanding during the period, without consideration of common stock equivalents. Diluted loss per share is based upon the weighted-average number of common shares outstanding during the period plus additional weighted-average potentially dilutive common stock equivalents during the period when the effect is dilutive. The following table presents the computation of basic and diluted loss per share of common stock (in thousands, except share and per share data) and the number of unexercised stock options and restricted stock units, which are common stock equivalents, that have been excluded from the diluted net loss calculation as their effect would have been anti-dilutive for all periods presented: Year Ended December 31, 2023 2022 Net loss $ (34,034) (31,062) Weighted-average shares outstanding - Basic and diluted 8,145,155 8,373,821 Net loss per share - Basic and diluted $ (4.18) $ (3.71) Anti-dilutive stock options 1,399,025 1,449,187 Anti-dilutive restricted stock units 52,430 69,794 Total anti-dilutive common stock equivalents excluded 1,451,455 1,518,981 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements include the accounts of Lumos and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). All significant intercompany accounts and transactions are eliminated in consolidatio n. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company’s financial statements and accompanying notes. Significant management estimates that affect the reported amounts of assets and liabilities include stock-based compensation, accruals for clinical trials and deferred tax assets. While we believe that the estimates and assumptions used in preparation of our consolidated financial statements based on our knowledge of current events and actions that we may underta ke in the future are appropriate, actual results could differ from those estimates, and any such differences may be material. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments and Credit Risk The fair values of the Company’s financial instruments are recorded using a hierarchical disclosure framework based upon the level of subjectivity of the inputs used in measuring assets and liabilities. The three levels are described below: • Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date . • Level 2: Inputs other than Level 1 that are directly or indirectly observable, such as quoted prices for similar assets or liabilities and quoted prices in less active markets. • Level 3: Inputs are unobservable for the asset or liability and are developed based on the best information available in the circumstances, which might include the Company’s own data. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash deposits, certificates of deposit, money market funds and investments in debt securities with original maturities of ninety days or less when purchased. Investments Management determines the appropriate classification of its available-for-sale investments in debt securities at the time of purchase. Generally, investments with original maturities greater than ninety days at the date of purchase are classified as short-term because it is management’s intent to use the investments to fund current operations or to make them available for current operations. Investments in available-for-sale securities are reported at fair value, with unrealized gains and losses, net of tax, recorded as a component of accumulated other comprehensive loss in the Consolidated Balance Sheet. The Company reviews its available-for-sale investments as of the end of each reporting period for declines in fair value based on the specific identification method. The Company records an allowance for credit loss when a decline in fair value is due to credit-related factors. The Company considers various factors in determining whether an investment is impaired, including the severity of the impairment, changes in underlying credit ratings, forecasted recovery, its intent to sell or the likelihood that it would be required to sell the investment before its anticipated recovery in market value and the probability that the scheduled cash payments will continue to be made. When the Company concludes that a credit-related impairment has occurred, the Company assesses whether it intends to sell the security or if it is more likely than not that it will be required to sell the security before recovery. If either of these two conditions is met, the Company recognizes a charge in net loss equal to the entire difference between the security’s amortized cost basis and its fair value. If the Company does not intend to sell a security and it is not more likely than not that it will be required to sell the security before recovery, the unrealized loss is separated into an amount representing the credit loss, which is recognized in net loss, and the amount related to all other factors, which is recorded in accumulated other comprehensive income loss. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company ’ |
Expenses Accrued Under Contractual Arrangements with Third Parties; Accrued Clinical Expenses | Expenses Accrued Under Contractual Arrangements with Third Parties; Accrued Clinical Expenses The Company estimates its accrued expenses through a process of reviewing open contracts and purchase orders, communicating with personnel to identify services that have been performed and estimating the level of service performed and the associated cost incurred for the service that may not be invoiced from the provider. The estimates of accrued expenses as of each balance sheet date are based on facts and circumstances known at that time. Such estimates are periodically confirmed with the service providers to verify accuracy. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operating results in the period that includes the enactment date. Management assesses the realizability of deferred tax assets and records a valuation allowance if it is more likely than not that all or a portion of the deferred tax assets will not be realized. |
Stock-based Compensation | Stock-Based Compensation Stock options and performance stock options The Company recognizes compensation costs related to stock options granted to employees and non-employees based on the estimated fair value of the awards on the date of grant. The Company estimates the grant date fair value, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. The Company records forfeitures as they are incurred. The grant date fair value of the stock options is expensed on a straight-line basis over the applicable vesting period, which generally is four years. The fair value of performance-based stock options is recognized as compensation expense beginning at the time in which the performance conditions are deemed probable of achievement, over the remaining requisite service period. The assumptions used in Black-Scholes option-pricing model are as follows: • Fair Market Value of Common Stoc k. The grant date fair market value is the quoted market price of the Company's common stock. • Expected term . The expected term of stock options represents the period that the stock options are expected to remain outstanding and is based on vesting terms, exercise term and contractual lives of the options. The expected term is based on the simplified method and is estimated as the average of the weighted average vesting term and the time to expiration as of the grant date. • Expected volatility . Given the low trading volume in the Company's common stock, the Company uses a blended volatility based both on its own historical data and the trading history from the common stock of a set of comparable publicly-listed biopharmaceutical companies. Volatility for employee stock purchase plan (“ESPP”) shares is equal to the Company’s historical volatility over the six-month offering period. • Risk-free interest rate . The risk-free interest rate is based on the U.S. Treasury yield with a maturity equal to the expected term of the stock options in effect at the time of grant. • Dividend yield . The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plan to pay any dividends on its common stock. Restricted stock units Service-based restricted stock units are valued using the market price of our common stock on the grant date. The grant date fair value of the restricted stock units is expensed on a straight-line basis over the applicable vesting period, which generally is four years. Employee stock purchase plan |
Net Loss Per Share | Net Loss Per Share |
Revenue Recognition | Revenue Recognition |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist primarily of employee-related expenses, which include salaries, bonuses, benefits and stock-based compensation; manufacturing-related costs; clinical trial expenses which include expenses incurred under agreements with contract research organizations, investigative sites and consultants that conduct our clinical trials; facilities, depreciation of fixed assets and other allocated expenses, which include direct and allocated expenses for rent and maintenance of research facilities and equipment; license fees for and milestone payments related to in-licensed products and technology; and costs associated with non-clinical activities and regulatory approvals. Advance payments for goods or services to be rendered in the future for use in research and development activities are deferred and recorded as a prepaid asset. The deferred amounts are expensed as the related goods are delivered or the services are performed. |
Patents | Patents The Company generally applies for patent protection on processes and products. Patent application costs are expensed as incurred as a component of general and administrative expense, as recoverability of such expenditures is uncertain. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summarizes the Valuation of the Company’s Financial Instruments | The following summarizes the valuation of the Company’s financial instruments (in thousands). The tables do not include either cash on hand or assets and liabilities that are measured at historical cost or any basis other than fair value. As of December 31, 2023 Level 1 Level 2 Total Cash equivalents: Money market funds $ 34,741 $ — $ 34,741 Total cash equivalents $ 34,741 $ — $ 34,741 Short-term investments: U.S. government and agency securities $ — $ 999 999 Total short-term investments $ — $ 999 $ 999 Total $ 34,741 $ 999 $ 35,740 As of December 31, 2022 Level 1 Level 2 Total Cash equivalents: Money market funds $ 52,045 $ — $ 52,045 Corporate debt securities — 2,497 2,497 Non-U.S. debt securities — 800 800 Total cash equivalents $ 52,045 $ 3,297 $ 55,342 Short-term investments: Commercial paper $ — $ 2,909 $ 2,909 U.S. government and agency securities 2,451 5,992 8,443 Total short-term investments $ 2,451 $ 8,901 $ 11,352 Total $ 54,496 $ 12,198 $ 66,694 The following table summarizes the Company's available-for-sale securities by security type: As of December 31, 2023 Amortized Cost Unrealized Losses Fair Value Cash equivalents: Money market funds $ 34,741 $ — $ 34,741 Total cash equivalents $ 34,741 $ — $ 34,741 Short-term investments: U.S. government and agency securities $ 999 $ — 999 Total short-term investments $ 999 $ — $ 999 Total $ 35,740 $ — $ 35,740 As of December 31, 2022 Amortized Cost Unrealized Losses Fair Value Cash equivalents: Money market funds $ 52,045 $ — $ 52,045 Corporate debt securities 2,498 (1) 2,497 Non-U.S. debt securities 800 — 800 Total cash equivalents $ 55,343 $ (1) $ 55,342 Short-term investments: Commercial paper $ 2,909 $ — $ 2,909 U.S. government and agency securities 8,451 (8) 8,443 Total short-term investments $ 11,360 $ (8) $ 11,352 Total $ 66,703 $ (9) $ 66,694 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses are comprised of the following (in thousands): December 31, 2023 December 31, 2022 Compensation and related benefits $ 3,472 $ 3,729 Clinical and contract manufacturing expenses 1,790 1,800 Other 596 671 Total accrued expenses $ 5,858 $ 6,200 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Summary of Maturity of Operating Lease Liabilities | Future maturities of operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2023 are as follows (in thousands), excluding option renewals: As of December 31, 2023: 2024 $ 332 2025 303 2026 17 Thereafter — Total lease payments 652 Less: Imputed interest (67) Total $ 585 |
Stock-Based Compensation and _2
Stock-Based Compensation and Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The table below summarizes the stock option activity, including options with market and performance conditions, for the year ended December 31, 2023 : Number of options Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at beginning of period 1,449,179 $ 10.43 6.9 Options granted 227,428 3.48 Options exercised — — Options forfeited (29,854) 8.61 Options expired (247,728) 12.87 Outstanding and expected to vest at end of period 1,399,025 $ 8.91 6.8 Options exercisable at end of period 922,640 $ 9.52 6.0 |
Summary of Assumptions Used in Black-Scholes Pricing Model for New Grants | The weighted-average assumptions used to value the stock options using the Black-Scholes option-pricing were as follows : Year Ended December 31, 2023 2022 Risk-free interest rate 3.38% to 4.06% 1.32% to 3.01% Expected dividend yield —% 0% Expected volatility 97.9% to 98.8% 83.7% to 96.1% Expected term (in years) 4.0 to 6.1 5.5 to 6.1 Weighted-average grant-date fair value per share $2.57 $6.75 |
Summary of Restricted Stock Activity | The table below summarizes the restricted stock units activity for the year ended December 31, 2023 : Number of restricted shares Weighted average grant date fair value Unvested at beginning of period 69,794 $ 8.98 Granted 14,900 3.45 Vested (27,564) 8.75 Forfeited (4,700) 9.71 Unvested at end of period 52,430 $ 7.47 The following summarizes the weighted average fair value at the date of grant: Year Ended December 31, 2023 2022 Per grant of restricted stock unit $ 3.45 $ 9.18 |
Summary of Share-based Compensation Expense | Stock-based compensation expenses included in the Company’s consolidated statements of operations for the year ended December 31, 2023 and 2022 were (in thousands): Year Ended December 31, 2023 2022 Research and development $ 617 $ 661 General and administrative 1,705 1,659 Total $ 2,322 $ 2,320 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Benefit | The income tax benefit is as follows (in thousands): Year Ended December 31, 2023 2022 Current tax benefit - state and local $ 29 $ 13 Total income tax benefit $ 29 $ 13 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of deferred tax assets at December 31, 2023 and 2022 are presented below (in thousands): As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 39,043 $ 35,236 Federal research and development tax credits 42,949 39,190 Capitalized research and development 8,187 4,018 Stock-based compensation 603 678 Capital loss carryforwards 41,144 41,144 Accrued compensation 233 221 Leasehold improvements and equipment 1,125 1,205 Other (4) 2 Gross deferred tax assets 133,280 121,694 Less: valuation allowance (133,280) (121,694) Total deferred tax assets $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income taxes at the statutory federal income tax rate to net income tax benefit included in the accompanying consolidated statements of operations is set forth in the following table: Year Ended December 31, 2023 2022 U.S. federal income tax benefit at the statutory rate (21.0) % (21.0) % State income taxes, net of federal taxes (3.6) (2.1) Federal tax credits (8.9) (6.3) Change in valuation allowance 34.0 26.3 Other (0.6) 3.1 Effective income tax rate (0.1) % — % |
Net Loss per Share of Common _2
Net Loss per Share of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Losses Per Share, Basic and Diluted | The following table presents the computation of basic and diluted loss per share of common stock (in thousands, except share and per share data) and the number of unexercised stock options and restricted stock units, which are common stock equivalents, that have been excluded from the diluted net loss calculation as their effect would have been anti-dilutive for all periods presented: Year Ended December 31, 2023 2022 Net loss $ (34,034) (31,062) Weighted-average shares outstanding - Basic and diluted 8,145,155 8,373,821 Net loss per share - Basic and diluted $ (4.18) $ (3.71) Anti-dilutive stock options 1,399,025 1,449,187 Anti-dilutive restricted stock units 52,430 69,794 Total anti-dilutive common stock equivalents excluded 1,451,455 1,518,981 |
Description of Business (Detail
Description of Business (Details) $ in Thousands | Mar. 19, 2020 | Mar. 18, 2020 shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 shares |
Conversion of Stock [Line Items] | |||||
Stock conversion ratio | 0.1111 | ||||
Common stock, outstanding shares (in shares) | 8,292,803 | 8,102,555 | 8,267,968 | ||
Cash, cash equivalents, and short-term investments | $ | $ 36,100 | ||||
Accumulated Deficit | $ | $ 161,517 | $ 127,483 | |||
Series A redeemable convertible preferred stock | |||||
Conversion of Stock [Line Items] | |||||
Stock conversion ratio | 0.0873621142 | ||||
Series B redeemable convertible preferred stock | |||||
Conversion of Stock [Line Items] | |||||
Stock conversion ratio | 0.1996348626 | ||||
Private Lumos Stockholders | NewLink Genetics | |||||
Conversion of Stock [Line Items] | |||||
Ownership percentage after transaction | 0.50 | ||||
Former Stockholders | |||||
Conversion of Stock [Line Items] | |||||
Ownership percentage after transaction | 0.50 | ||||
Common Stock | |||||
Conversion of Stock [Line Items] | |||||
Stock conversion ratio | 0.1308319305 | ||||
Common stock, outstanding shares (in shares) | 8,102,555 | 8,267,968 | 8,357,391 | ||
Common Stock | Private Lumos Stockholders | |||||
Conversion of Stock [Line Items] | |||||
Aggregate shares received (in shares) | 4,146,398 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||
ESPP offering period | 6 months | |
Expected dividend yield | 0% | |
Stock Option | ||
Summary of Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||
Award vesting period | 4 years | |
Expected dividend yield | 0% | 0% |
Restricted stock units | ||
Summary of Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||
Award vesting period | 4 years | |
ESPP | ||
Summary of Significant Accounting Policies and Recent Accounting Pronouncements [Line Items] | ||
Award vesting period | 6 months | |
ESPP stock discount rate | 15% |
License and Asset Purchase Ag_2
License and Asset Purchase Agreements (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2018 | Mar. 18, 2020 | Nov. 30, 2014 | |
Deferred Revenue Arrangement [Line Items] | |||||
Payments for royalties | $ 1.3 | $ 1 | |||
Merck | Royalty revenue | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Grant revenue | 2 | $ 1.5 | |||
License and Collaborative Arrangement | Merck | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Collaborative arrangement development milestone payments | 14 | ||||
Collaborative arrangement second indication development milestone payments | 8.5 | ||||
Collaborative arrangement tiered sales milestone payments | 80 | ||||
Net product sales milestone | $ 1,000 | ||||
Value of PRV company is entitled to | 60% | ||||
Value of PRV liability | 40% | ||||
License and Collaborative Arrangement | Merck | Minimum | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Royalty obligation percent of annual product net sales | 10% | ||||
License and Collaborative Arrangement | Merck | Maximum | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Royalty obligation percent of annual product net sales | 12% | ||||
Ammonett | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Upfront payments | $ 3.5 | ||||
Acquisition development milestone payments | 17 | ||||
Acquisition specific milestone payments | 14 | ||||
Acquisition sales milestone payments | $ 55 |
Financial Instruments - Summary
Financial Instruments - Summary of the Valuation of the Company’s Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | $ 34,741 | $ 55,342 |
Total short-term investments | 999 | 11,352 |
Total assets | 35,740 | 66,694 |
Short-term investments | 999 | 11,352 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 2,909 | |
U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 999 | 8,443 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 34,741 | 52,045 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 2,497 | |
Non-U.S. debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 800 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 34,741 | 52,045 |
Total short-term investments | 0 | 2,451 |
Total assets | 34,741 | 54,496 |
Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | |
Level 1 | U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 2,451 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 34,741 | 52,045 |
Level 1 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | |
Level 1 | Non-U.S. debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 3,297 |
Total short-term investments | 999 | 8,901 |
Total assets | 999 | 12,198 |
Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 2,909 | |
Level 2 | U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 999 | 5,992 |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | $ 0 | 0 |
Level 2 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 2,497 | |
Level 2 | Non-U.S. debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | $ 800 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Available for Sale by Security Type (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 35,740 | $ 66,703 |
Unrealized Losses | 0 | (9) |
Fair Value | 35,740 | 66,694 |
Cash Equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 34,741 | 55,343 |
Unrealized Losses | 0 | (1) |
Fair Value | 34,741 | 55,342 |
Cash Equivalents | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 34,741 | 52,045 |
Unrealized Losses | 0 | 0 |
Fair Value | 34,741 | 52,045 |
Cash Equivalents | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 2,498 | |
Unrealized Losses | (1) | |
Fair Value | 2,497 | |
Cash Equivalents | Non-U.S. debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 800 | |
Unrealized Losses | 0 | |
Fair Value | 800 | |
Short-Term Investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 999 | 11,360 |
Unrealized Losses | 0 | (8) |
Fair Value | 999 | 11,352 |
Short-Term Investments | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 2,909 | |
Unrealized Losses | 0 | |
Fair Value | 2,909 | |
Short-Term Investments | U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 999 | 8,451 |
Unrealized Losses | 0 | (8) |
Fair Value | $ 999 | $ 8,443 |
Accrued Expenses - Summary (Det
Accrued Expenses - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued expenses | ||
Compensation and related benefits | $ 3,472 | $ 3,729 |
Clinical and contract manufacturing expenses | 1,790 | 1,800 |
Other | 596 | 671 |
Total accrued expenses | $ 5,858 | $ 6,200 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease weighted average discount rate | 10% | |
Operating lease weighted average remaining lease term | 2 years | |
Operating Lease Liabilities Payments Due | ||
2024 | $ 332 | |
2025 | 303 | |
2026 | 17 | |
Thereafter | 0 | |
Total lease payments | 652 | |
Less: Imputed interest | (67) | |
Total | 585 | |
Costs for operating leases | $ 300 | $ 300 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Term of operating lease contract | 2 years | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Term of operating lease contract | 3 years |
Stock-Based Compensation and _3
Stock-Based Compensation and Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
May 09, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Unrecognized compensation cost | $ 2.5 | ||
Weighted average vesting period for non-vested option awards, in years | 1 year 10 months 24 days | ||
Defined contribution | $ 0.4 | $ 0.3 | |
2009 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Plan term | 10 years | ||
Evergreen increase | 3% | ||
Number of shares remained available for issuance (in shares) | 712,026 | ||
2010 Non-Employee Directors' Stock Option Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of shares remained available for issuance (in shares) | 5,624 | ||
2010 Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of shares remained available for issuance (in shares) | 35,946 | ||
2010 Employee Stock Purchase Plan | ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Increase in shares reserved for future issuance (in shares) | 60,000 |
Stock-Based Compensation and _4
Stock-Based Compensation and Employee Benefit Plans - Stock Option Activity (Details) - Stock Option - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at beginning of period (in shares) | 1,449,179 | |
Options granted (in shares) | 227,428 | |
Options exercised (in shares) | 0 | |
Options forfeited (in shares) | (29,854) | |
Options expired (in shares) | (247,728) | |
Outstanding at end of period (in shares) | 1,399,025 | 1,449,179 |
Options exercisable at end of period (in shares) | 922,640 | |
Weighted average exercise price | ||
Outstanding, weighted average exercise price at beginning of period (in dollars per share) | $ 10.43 | |
Granted, weighted average exercise price (in dollars per share) | 3.48 | |
Exercised, weighted average exercise price (in dollars per share) | 0 | |
Forfeited, weighted average exercise price (in dollars per share) | 8.61 | |
Expired, weighted average exercise price (in dollars per share) | 12.87 | |
Outstanding, weighted average exercise price at end of period (in dollars per share) | 8.91 | $ 10.43 |
Exercisable, weighted average exercise price (in dollars per share) | $ 9.52 | |
Outstanding, weighted average remaining contractual term, in years | 6 years 9 months 18 days | 6 years 10 months 24 days |
Exercisable, weighted average remaining contractual term, in years | 6 years |
Stock-Based Compensation and _5
Stock-Based Compensation and Employee Benefit Plans - Range of Assumptions Used (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Expected dividend yield | 0% | |
Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Expected dividend yield | 0% | 0% |
Weighted-average grant-date fair value per share (in dollars per share) | $ 2.57 | $ 6.75 |
Stock Option | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Risk-free interest rate | 3.38% | 1.32% |
Expected volatility | 97.90% | 83.70% |
Expected term (in years) | 4 years | 5 years 6 months |
Stock Option | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Risk-free interest rate | 4.06% | 3.01% |
Expected volatility | 98.80% | 96.10% |
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Stock-Based Compensation and _6
Stock-Based Compensation and Employee Benefit Plans - Restricted Stock Activity (Details) - Restricted Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of restricted shares | ||
Unvested at beginning of period (in shares) | 69,794 | |
Granted (in shares) | 14,900 | |
Vested (in shares) | (27,564) | |
Forfeited (in shares) | (4,700) | |
Unvested at end of period (in shares) | 52,430 | 69,794 |
Weighted average grant date fair value | ||
Weighted average grant date fair value at beginning of period (in dollars per share) | $ 8.98 | |
Granted, weighted average grant date fair value (in dollars per share) | 3.45 | $ 9.18 |
Vested, weighted average grant date fair value (in dollars per share) | 8.75 | |
Forfeited, weighted average grant date fair value (in dollars per share) | 9.71 | |
Weighted average grant date fair value at end of period (in dollars per share) | $ 7.47 | $ 8.98 |
Stock-Based Compensation and _7
Stock-Based Compensation and Employee Benefit Plans - Allocated Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 2,322 | $ 2,320 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 617 | 661 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 1,705 | $ 1,659 |
Long-Term Debt and Conversion_2
Long-Term Debt and Conversion to Royalty Obligation (Details) - IDED - Loans payable - USD ($) $ in Millions | Dec. 31, 2023 | Mar. 31, 2005 |
Debt Instrument [Line Items] | ||
Loan available balance | $ 6 | |
Outstanding balance | $ 6 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Examination [Line Items] | ||
Income tax benefit | $ 29,000 | $ 13,000 |
Net deferred tax liability | 0 | 0 |
Increase in amount of valuation allowance | 11,600,000 | $ 8,200,000 |
Operating loss carryforwards | 156,900,000 | |
Reserve for uncertain tax positions | 0 | |
Research Tax Credit Carryforward | ||
Income Tax Examination [Line Items] | ||
Tax credit carryforward | 42,900,000 | |
Domestic Tax Authority | Capital Loss Carryforward | ||
Income Tax Examination [Line Items] | ||
Tax credit carryforward | $ 164,600,000 |
Income Taxes - Income Tax Benef
Income Taxes - Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Current tax benefit - state and local | $ 29 | $ 13 |
Total income tax benefit | $ 29 | $ 13 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 39,043 | $ 35,236 |
Federal research and development tax credits | 42,949 | 39,190 |
Capitalized research and development | 8,187 | 4,018 |
Stock-based compensation | 603 | 678 |
Capital loss carryforwards | 41,144 | 41,144 |
Accrued compensation | 233 | 221 |
Leasehold improvements and equipment | 1,125 | 1,205 |
Other | (4) | 2 |
Gross deferred tax assets | 133,280 | 121,694 |
Less: valuation allowance | (133,280) | (121,694) |
Total deferred tax assets | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal income tax benefit at the statutory rate | (21.00%) | (21.00%) |
State income taxes, net of federal taxes | (3.60%) | (2.10%) |
Federal tax credits | (8.90%) | (6.30%) |
Change in valuation allowance | 34% | 26.30% |
Other | (0.60%) | 3.10% |
Effective income tax rate | (0.10%) | 0% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 30, 2020 USD ($) $ / shares | Dec. 31, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Aug. 16, 2022 shares | |
Subsidiary, Sale of Stock [Line Items] | ||||
Number of votes each share is entitled to | vote | 1 | |||
Common stock, authorized shares (in shares) | 75,000,000 | 75,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Number of shares authorized to be repurchased (in shares) | 3,000,000 | |||
Stock repurchased and retired at cost (in shares) | 379,942 | 137,526 | ||
Stock repurchased and retired during period, value | $ | $ 1.3 | $ 0.7 | ||
Blank check preferred stock, authorized shares (in shares) | 5,000,000 | 5,000,000 | ||
Blank check preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Blank check preferred stock, outstanding shares (in shares) | 0 | 0 | ||
Controlled Equity Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Value of shares issued | $ | $ 50 | $ 0.7 | ||
Commission fee | 3% | |||
Number of shares of common stock sold (in shares) | 181,700 | 0 |
Net Loss per Share of Common _3
Net Loss per Share of Common Stock - Net Loss Per Share Computation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss | $ (34,034) | $ (31,062) |
Weighted-average shares outstanding - Basic (in shares) | 8,145,155 | 8,373,821 |
Weighted-average shares outstanding - Diluted (in shares) | 8,145,155 | 8,373,821 |
Net loss per share - Basic (in dollars per share) | $ (4.18) | $ (3.71) |
Net loss per share - Diluted (in dollars per share) | $ (4.18) | $ (3.71) |
Antidilutive securities (in shares) | 1,451,455 | 1,518,981 |
Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,399,025 | 1,449,187 |
Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 52,430 | 69,794 |