Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 25, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-32979 | ||
Entity Registrant Name | MOLECULAR TEMPLATES, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 9301 Amberglen Blvd, Suite 100 | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Tax Identification Number | 94-3409596 | ||
Entity Address, Postal Zip Code | 78729 | ||
City Area Code | 512 | ||
Local Phone Number | 869-1555 | ||
Title of 12(b) Security | Common Stock, $0.001 Par Value Per Share | ||
Trading Symbol | MTEM | ||
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 | $ 18 | ||
Entity Common Stock, Shares Outstanding | 5,374,268 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | Austin, Texas | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for the registrant’s 2024 annual meeting of stockholders or an amendment to this Annual Report on Form 10-K to be filed pursuant to Regulation 14A within 120 days of the registrant’s fiscal year ended December 31, 2023 are incorporated herein by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001183765 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 11,523 | $ 32,190 | |
Marketable securities, current | 28,859 | ||
Prepaid expenses | 2,195 | 3,459 | |
Grants revenue receivable | 250 | ||
Other current assets | 2,804 | 3,790 | |
Total current assets | 16,772 | 68,298 | |
Operating lease right-of-use assets | 9,161 | 11,132 | |
Property and equipment, net | 7,393 | 14,632 | |
Other assets | 2,057 | 3,486 | |
Total assets | 35,383 | 97,548 | |
Current liabilities: | |||
Accounts payable | 1,523 | 504 | |
Accrued liabilities | 4,279 | 8,823 | |
Deferred revenue, current | 9,031 | 45,573 | |
Other current liabilities | 2,488 | 2,182 | |
Total current liabilities | 17,321 | 57,082 | |
Deferred revenue, long-term | 5,904 | ||
Long-term debt, net of current portion | 36,168 | ||
Operating lease liabilities, long term portion | 9,742 | 12,231 | |
Contingent value right liability | 2,702 | ||
Other liabilities | 1,406 | 1,295 | |
Total liabilities | 31,171 | 112,680 | |
Commitments and contingencies (Note 10) | |||
Stockholders' equity/(deficit) | |||
Preferred stock, $0.001 par value per share: Authorized: 2,000,000 shares as of December 31, 2023 and 2022; Issued and outstanding: 250 shares as of December 31, 2023 and 2022 | |||
Common stock, $0.001 par value per share: Authorized: 150,000,000 shares as of December 31, 2023 and 2022; Issued and outstanding: 5,374,268 shares as of December 31, 2023 and 3,756,711 shares as of December 31, 2022 | [1] | 5 | 4 |
Additional paid-in capital | [1] | 457,099 | 429,698 |
Accumulated other comprehensive loss | (66) | ||
Accumulated deficit | (452,892) | (444,768) | |
Total stockholders' equity/(deficit) | 4,212 | (15,132) | |
Total liabilities and stockholders' equity/(deficit) | $ 35,383 | $ 97,548 | |
[1] Prior period a mounts have been retrospectively adjusted for the 1-for-15 reverse stock split that was effective August 11, 2023 (see Note 1). |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 250 | 250 |
Preferred stock, shares outstanding | 250 | 250 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 5,374,268 | 3,756,711 |
Common stock, shares outstanding | 5,374,268 | 3,756,711 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total revenue | $ 57,306 | $ 19,754 |
Operating expenses: | ||
Research and development | 48,875 | 82,425 |
General and administrative | 18,897 | 26,200 |
Total operating expenses | 67,772 | 108,625 |
Loss from operations | 10,466 | 88,871 |
Interest and other income, net | 1,208 | 988 |
Interest and other expense, net | (2,654) | (4,716) |
Gain on extinguishment of debt | 1,795 | |
Change in valuation of contingent value right (Note 4) | 2,457 | |
Loss on disposal of property and equipment | (475) | (66) |
Loss before provision (benefit) for income taxes | 8,135 | 92,665 |
Provision (benefit) for income taxes | (11) | 53 |
Net loss attributable to common shareholders | $ 8,124 | $ 92,718 |
Net loss per share attributable to common shareholders: | ||
Basic (in dollars per share) | $ 1.80 | $ 24.69 |
Diluted (in dollars per share) | $ 1.80 | $ 24.69 |
Weighted average number of shares used in net loss per share calculations: | ||
Basic (in shares) | 4,501,206 | 3,755,564 |
Diluted (in shares) | 4,501,206 | 3,755,564 |
Research and development revenue | ||
Total revenue | $ 52,625 | $ 19,754 |
Grant revenue | ||
Total revenue | $ 4,681 | $ 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ 8,124 | $ 92,718 |
Other comprehensive loss: | ||
Unrealized gain/(loss) on available-for-sale securities | 66 | (18) |
Comprehensive loss | $ 8,058 | $ 92,736 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | [1] | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total | ||
Beginning balance at Dec. 31, 2021 | $ 4 | [1] | $ 417,756 | $ (48) | $ (352,050) | $ 65,662 | |||
Common Stock - Beginning balance (shares) at Dec. 31, 2021 | [1] | 3,753,606 | |||||||
Convertible Preferred Stock - Beginning Balance (shares) at Dec. 31, 2021 | 250 | ||||||||
Issuance of common stock pursuant to stock plans | 33 | 33 | |||||||
Issuance of common stock pursuant to stock plans (shares) | [1] | 3,105 | |||||||
Stock-based compensation | 11,909 | 11,909 | |||||||
Other comprehensive loss | (18) | (18) | |||||||
Net Income (Loss) | (92,718) | (92,718) | |||||||
Ending balance at Dec. 31, 2022 | $ 4 | [1] | 429,698 | (66) | (444,768) | $ (15,132) | |||
Common Stock - Ending balance (shares) at Dec. 31, 2022 | 3,756,711 | [1] | 3,756,711 | ||||||
Convertible Preferred Stock - Ending Balance (shares) at Dec. 31, 2022 | 250 | 250 | |||||||
Issuance of common stock and prefunded warrants pursuant to private placement, net of issuance costs | $ 1 | [1] | 18,382 | $ 18,383 | |||||
Issuance of common stock and prefunded warrants pursuant to private placement, net of issuance costs (in shares) | [1] | 1,617,365 | |||||||
Issuance of common stock pursuant to stock plans | 1 | 1 | |||||||
Issuance of common stock pursuant to stock plans (shares) | [1] | 192 | |||||||
Stock-based compensation | 6,702 | 6,702 | |||||||
Issuance of warrants | 2,316 | 2,316 | |||||||
Other comprehensive loss | $ 66 | 66 | |||||||
Net Income (Loss) | (8,124) | (8,124) | |||||||
Ending balance at Dec. 31, 2023 | $ 5 | [1] | $ 457,099 | $ (452,892) | $ 4,212 | ||||
Common Stock - Ending balance (shares) at Dec. 31, 2023 | 5,374,268 | [1] | 5,374,268 | ||||||
Convertible Preferred Stock - Ending Balance (shares) at Dec. 31, 2023 | 250 | 250 | |||||||
[1] Prior period a mounts have been retrospectively adjusted for the 1-for-15 reverse stock split that was effective August 11, 2023 (see Note 1). |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' (Deficit) Equity (Parenthetical) | Aug. 11, 2023 |
Statement Of Stockholders Equity [Abstract] | |
Reverse stock split ratio | 0.067 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ 8,124 | $ 92,718 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization and other | 6,645 | 7,383 |
Loss on disposal of property and equipment | 475 | 66 |
Change in valuation of contingent value right | (2,457) | |
Stock-based compensation expense | 6,702 | 11,909 |
Amortization of debt discount and accretion related to debt | 393 | 975 |
Impairment of fixed assets and intangibles | 430 | |
Gain on extinguishment of debt | (1,795) | |
Accretion of asset retirement obligations | 111 | 124 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 1,264 | 458 |
Grants revenue receivable | (250) | |
Other assets | 1,190 | (438) |
Operating lease right-of-use assets and liabilities | (212) | (550) |
Accounts payable | 1,019 | (1,108) |
Accrued liabilities | (4,335) | (745) |
Deferred revenue | (42,446) | (14,810) |
Net cash used in operating activities | (41,820) | (89,024) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (200) | (3,198) |
Proceeds from sale of equipment | 260 | |
Purchase of marketable securities | (2,365) | (55,525) |
Sales of marketable securities | 31,400 | 154,040 |
Net cash provided by investing activities | 29,095 | 95,317 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and prefunded warrants, net offering expenses | 18,383 | |
Repayment of long-term debt | (27,500) | |
Proceeds from stock option exercises | 1 | 33 |
Fees paid on loan modification | (298) | |
Net cash used in financing activities | (9,116) | (265) |
Net (decrease)/increase in cash, cash equivalents, and restricted cash | (21,841) | 6,028 |
Cash, cash equivalents and restricted cash, beginning of period | 34,679 | 28,651 |
Cash, cash equivalents and restricted cash, end of period | 12,838 | 34,679 |
Reconciliation of cash, cash equivalents and restricted cash | ||
Cash and cash equivalents | 11,523 | 32,190 |
Restricted cash included in Other assets | $ 1,315 | $ 2,489 |
Restricted Cash and Cash Equivalents, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Total cash, cash equivalents and restricted cash | $ 12,838 | $ 34,679 |
Supplemental Cash Flow Information | ||
Cash paid for interest | $ 2,293 | 3,495 |
Non-cash right-of-use asset obtained in exchange for operating lease obligation | 4,517 | |
Non-Cash Investing and Financing Activities | ||
Fixed asset additions in accounts payable and accrued expenses | $ 53 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | NOTE 1—ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of the Business Molecular Templates, Inc. (the “Company”) is a clinical stage biopharmaceutical company formed in 2001, with a biologic therapeutic platform for the development of novel targeted therapeutics for cancer, headquartered in Austin, Texas. The Company’s focus is on the research and development of therapeutic compounds for a variety of cancers. The Company operates its business as a single segment, as defined by U.S. generally accepted accounting principles (“U.S. GAAP”). Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiary and reflect the elimination of intercompany accounts and transactions. Reverse Stock Split On August 11, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect a one-time reverse stock split of the Company’s common stock, at a ratio of 1-for-15 (the “Reverse Stock Split”). The Reverse Stock Split was effective at 5 p.m. Eastern Time, after the close of trading on the Nasdaq Capital Market, on August 11, 2023 (the “Effective Time”). At the Effective Time, every 15 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock, without any change in the par value per share. Any stockholder who was entitled to a fractional share of common stock created as a result of the Reverse Stock Split received a cash payment in lieu thereof equal to the fractional share to which the stockholder was entitled multiplied by the closing sales price of a share of common stock on August 11, 2023, as adjusted for the Reverse Stock Split. All common stock, per share and related information presented in the condensed consolidated financial statements and notes prior to the Reverse Stock Split have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented, to the extent applicable. Going Concern The Company has adopted as required the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern, which requires that management contemplate the realization of assets and liquidation of liabilities in the normal course of business, and evaluate whether there are relevant conditions and events that in the aggregate raise substantial doubt about the entity’s ability to continue as a going concern and to meet its obligations as they become due within one year after the date that the financial statements are issued. Under this standard, management’s assessment shall not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the financial statements are issued. As of December 31, 2023, the Company had an accumulated deficit of $452.9 million and had unrestricted cash and cash equivalents of $11.5 million. Based on the Company’s unrestricted cash and cash equivalents as of December 31, 2023, management anticipates that the Company will be able to fund its planned operating expenses and capital expenditure requirements to the end of the second quarter of 2024. The Company has not yet established an ongoing source of revenues sufficient to cover its operating and cash expenditure requirements or to cover any potential payments that may become due and payable pursuant to the CVR Agreement as described in Note 8, “Borrowing Arrangements and Debt Extinguishment” to provide sufficient certainty that it will continue as a going concern. For these reasons, there is substantial doubt about the Company’s ability to continue as a going concern as of the issuance of these financial statements. Historically, the Company financed its operations to date primarily through partnerships, funds received from public offerings of common and preferred stock, private placements of equity securities, a reverse merger, upfront and milestone payments received from its prior and current collaboration agreements, a debt financing facility, as well as funding from governmental bodies and bank and bridge loans. The Company plans to address this condition through the sale of common stock in public offerings and/or private placements, debt financings, or through other capital sources, including collaborations with other companies or other strategic transactions, but there is no assurance these plans will be completed successfully or at all. If the Company is unable to obtain additional capital when and as needed to continue as a going concern, it might have to further reduce or scale back its operations, cease operations entirely, and/or liquidate its assets, and the values it receives for its assets in liquidation or dissolution could be significantly lower than the values reflected in its financial statements. These financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements. Reclassifications The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the recorded amounts reported therein. A change in facts or circumstances surrounding the estimates could result in a change to estimates and impact future operating results. Certain accounts in the prior financial statements have been reclassified for comparative purposes to conform to the presentation in the current financial statements. These reclassifications have no material effect on previously reported financials. In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. In the Consolidated Statement of Cash Flows, the presentation of Interest due on long-term debt was reclassified from non-cash adjustments in the prior year presentation to Accrued liabilities in the current year presentation. In addition, in the Consolidated Statements of Operations, the loss on disposal of property and equipment was included in interest and other expense, net in prior year presentation. Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP as defined by the FASB ASC requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Net Loss per Share Basic net loss per share is calculated by dividing the net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period without consideration of common stock equivalents. Since the Company was in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods, as the inclusion of all potential common shares outstanding is anti-dilutive. Cash and Cash Equivalents The Company considers temporary investments with original maturities of three months or less from date of purchase to be cash equivalents. Restricted cash is recorded in other assets, based on when the restrictions expire. Other assets include $1.3 million and $2.5 million of restricted cash as of December 31, 2023 and 2022, respectively, related to letters of credit in lieu of a cash deposit for the Company’s leases. Fair Value Measurement The Company accounts for its marketable securities in accordance with ASC 820 “Fair Value Measurements and Disclosures.” Level 1 Level 2 Level 3 The Company utilizes the market approach or probability approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. For Level 2 securities that have market prices from multiples sources, a “consensus price” or a weighted average price for each of these securities can be derived from a distribution-curve-based algorithm which includes market prices obtained from a variety of industrial standard data providers (e.g. Bloomberg), security master files from large financial institutions, and other third-party sources. Level 2 securities with short maturities and infrequent secondary market trades are typically priced using mathematical calculations adjusted for observable inputs when available. Level 3 securities utilize a probability weighted expected return method or Black-Scholes option-pricing model. Significant estimates and assumptions required for these valuations include, but are not limited to, probabilities related to the timing and outcome of future financing and/or liquidity events. These unobservable inputs represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value. Marketable Securities The Company classifies its marketable securities as “available-for-sale.” Such marketable securities are recorded at fair value and unrealized gains and losses are recorded as a separate component of stockholders’ equity until realized. Realized gains and losses on sale of all such securities are reported in net loss, computed using the specific identification cost method. The Company places its marketable securities primarily in U.S. government securities, money market funds, corporate debt securities, commercial paper and certificates of deposit. The Company’s investments are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time and extent to which the fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in the market value. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of risk consist principally of cash and cash equivalents, investments, long term debt and accounts receivable. The Company’s cash and cash equivalents are with two major financial institutions in the United States. The Company performs an ongoing credit evaluation of its strategic partners’ financial conditions and generally does not require collateral to secure accounts receivable from its strategic partners. As of December 31, 2023, the Company’s exposure to credit risk associated with non-payment will be affected principally by conditions or occurrences within Bristol-Myers Squibb Company (“Bristol-Myers Squibb”). In past years, the Company’s exposure to credit risk associated with non-payment were also affected principally by conditions or occurrences within Millennium Pharmaceuticals, Inc., a wholly owned subsidiary of Takeda Pharmaceutical Company Ltd (“Takeda”). Takeda accounted for approximately 0% and 13% of total revenues for the years ended December 31, 2023 and 2022, respectively. Bristol-Myers Squibb accounted for approximately 92% and 87% of total revenues for the years ended December 31, 2023 and 2022, respectively. Biologic candidates developed by the Company require approvals or clearances from the U.S. Food and Drug Administration or international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s biologic candidates will receive any of the required approvals or clearances. If the Company were to be denied approval or clearance or any such approval or clearance were to be delayed, it would have a material adverse impact on the Company. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Major additions and improvements are capitalized while maintenance and repairs that do not improve or extend the useful life of the respective asset are expensed. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three Patents The gross value of patents was $0.6 million and $0.7 million as of December 31, 2023 and 2022, respectively, and are recorded in Other assets. The Company recorded $0.1 million of amortization expense for both the years ended December 31, 2023 and 2022, with estimated expense to remain $0.1 million for each five Impairment of Long-Lived Assets When events, circumstances and/or operating results indicate that the carrying values of long-lived assets might not be recoverable through future operations, the Company prepares projections of the undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the projections indicate that the recorded amounts are not expected to be recoverable, such amounts are reduced to estimated fair value. Fair value is estimated based upon internal evaluation of each asset that includes quantitative analyses of net revenue and cash flows, review of recent sales of similar assets and market responses based upon discussions in connection with offers received from potential buyers. Certain factors used for these types of nonrecurring fair value measurements are considered Level 3 inputs. The Company had no material impairments recorded for the years ended December 31, 2023 and 2022. Long-term debt The Company records debt issuance costs related to its long-term debt as a deduction from the carrying amount. The costs are amortized to interest expense over the life of the debt. Revenue Recognition The Company’s revenue has consisted principally of collaboration agreements for research and development revenue and grant revenue. Grant revenue relates to the grants the Company has received from governmental bodies that are conditional cost reimbursement grants and we recognize revenue as allowable costs are incurred. Amounts collected in excess of revenue recognized are recorded as deferred revenue. The Company’s collaboration arrangements may include one or more of the following: licenses, or options to obtain licenses; up-front fees; research and development activities and associated costs; milestone payments related to the achievement of development, regulatory, or commercial goals; and royalties on net sales of licensed products. Each of these payments may result in collaboration revenues or an offset against research and development expense. The Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements The Company identifies the goods or services promised within each collaboration agreement and assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. In assessing whether a promised good or service is distinct, the Company considers factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. If a promised good or service is not distinct, an entity is required to combine that promised good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. The allocation of the transaction price to the performance obligations in proportion to their standalone selling prices is determined at contract inception. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if there is a significant benefit of financing. The Company assessed its collaboration agreements and concluded that no significant financing components were present. If an arrangement contains customer options that allow the customer to acquire additional goods or services, including an exclusive license to the Company’s intellectual property, the goods and services underlying the customer options are evaluated to determine whether they are deemed to represent a material right. In determining whether the customer option has a material right, the Company assesses whether there is an option to acquire additional goods or services at a discount. If the customer option is determined not to represent a material right, the option is not considered to be performance obligations at the outset of the arrangement. If the customer option is determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the relative standalone selling price, which is determined based on the identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until the option is exercised. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation as each performance obligation is satisfied over time, with progress toward completion measured based on actual costs incurred relative to total estimated costs to be incurred over the life of the contract. Recorded revenue and costs are subject to revision as the contract progresses. Such revisions may result in increases or decreases to revenue and income and are reflected in the consolidated financial statements in the periods in which they are first identified. Estimating costs under the Company’s collaboration agreements is complex and involves significant judgment. Factors that must be considered in making estimates include labor productivity and availability, the nature and technical complexity of the work to be performed, potential performance delays, availability and timing of funding from the customer and progress toward completion. Adjustments to original estimates are often required as work progresses and additional information becomes known, even though the scope of the work required under the contract may not change. Any adjustment as a result of a change in estimates is made when facts develop, events become known, or an adjustment is otherwise warranted, such as in the case of contract change orders. The Company has procedures and processes in place to monitor the actual progress of a project against estimates and the Company’s estimates are updated if circumstances are warranted. Performance obligations may include research and development services to be performed by the Company on behalf of the collaboration partner. Revenue is recognized on research and development efforts as the services are performed and presented on a gross basis, since the Company is the principal. Under collaboration agreements, the timing of revenue recognition and contract billings may differ, and result in contract assets and contract liabilities. Contract assets represent revenues recognized in excess of amounts billed under collaboration agreements and are transferred to accounts receivable when billed or billing rights become unconditional. Contract liabilities represent billings in excess of revenues recognized under collaboration agreements. Lease Accounting At inception of a contract, the Company determines whether an arrangement is or contains a lease. For all leases, the Company determines the classification as either operating leases or finance leases. Operating leases are included in Operating lease right-of-use assets and Operating lease liabilities in our consolidated balance sheets. Lease recognition occurs at the commencement date and lease liability amounts are based on the present value of lease payments over the lease term. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. If a lease does not provide information to determine an implicit interest rate, the Company uses its incremental borrowing rate in determining the present value of lease payments. Right-of-use assets (“ROU assets”) represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments under the lease. ROU assets also include any lease payments made prior to the commencement date and exclude lease incentives received. Operating lease expense is recognized on a straight-line basis over the lease term. The depreciable life of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise. Lease agreements with both lease and non-lease components, are generally accounted for together as a single lease component. Income Taxes Income taxes are recorded in accordance with ASC 740, Accounting for Income Taxes ASC 740 clarifies the accounting for uncertainty in income taxes recognized in the financial statements and provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The Company’s policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component of tax expense. Stock-Based Compensation The Company recognizes stock-based compensation in accordance with ASC 718, “Compensation—Stock Compensation.” The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. To determine the expected term of the Company’s employee stock options granted, the Company utilized the simplified approach as defined by the Securities and Exchange Commission (the “SEC”) Staff Accounting Bulletin No. 107, “Share-Based Payment.” Warrants In conjunction with certain financing transactions, the Company issued warrants to purchase the Company’s common stock. The Company determines whether the warrants should be classified as a liability or equity according to ASC 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging Research and Development Costs Research and development expenses consist of costs such as salaries and benefits, laboratory supplies, facility costs, consulting fees and fees paid to contract research organizations (“CROs”), clinical trial sites, laboratories, other clinical service providers and contract manufacturing organizations (“CMOs”). Research and development costs are expensed as incurred. Comprehensive loss Comprehensive loss is comprised of the Company’s net loss and other comprehensive income (loss). Unrealized gain (loss) on available-for-sale marketable securities represents the only component of other comprehensive income (loss). Clinical Trial Accruals The Company’s preclinical and clinical trials are performed by third-party CROs and/or clinical investigators, and clinical supplies are manufactured by CMOs. Invoicing from these third parties may be monthly based upon services performed or based upon milestones achieved. The Company accrues these expenses based upon its assessment of the status of each clinical trial and the work completed, and upon information obtained from the CROs and CMOs. The Company’s estimates are dependent upon the timeliness and accuracy of data provided by the CROs and CMOs regarding the status and cost of the studies as well as management’s best estimate and may not match the actual services performed by the organizations. This could result in adjustments to the Company’s research and development expenses in future periods. To date the Company has had no significant adjustments. Bonus Accruals The Company has bonus programs for eligible employees. Bonuses are determined based on various criteria, including the achievement of corporate, departmental and individual goals. Bonus accruals are estimated based on various factors, including target bonus percentages per level of employee and probability of achieving the goals upon which bonuses are based. The Company’s management periodically reviews the progress made towards the goals under the bonus programs. As bonus accruals are dependent upon management’s judgments of the likelihood of achieving the various goals, it is possible for bonus expense to vary significantly in future periods if changes occur in those management estimates. Segments The Company has one reportable segment and uses one measurement of results of operations to manage its business. All long-lived assets are maintained in the United States. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (Subtopic 470-20: Debt with Conversion and Other Options and Subtopic 815-40: Derivatives and Hedging - Contracts in Entity’s Own Equity). The new guidance simplifies accounting for convertible instruments by removing major separation models, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The amendment is effective for the Company for fiscal years beginning after December 15, 2023. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures” (Topic 740: Income Taxes). The new guidance requires that public entities disclose more consistent categories and greater disaggregation of information in the income tax rate reconciliations and further disaggregate income taxes paid by jurisdiction. The amendment is effective for the Company for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. |
Net Loss Per Common Share
Net Loss Per Common Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | NOTE 2—NET LOSS PER COMMON SHARE Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period utilizing the two-class method. Preferred stockholders participate equally with common stock stockholders in earnings, but do not participate in losses, and are excluded from the basic net loss calculation. Diluted net loss per share is computed by giving effect to all potential dilutive common shares, including outstanding options, warrants and convertible preferred stock. More specifically, as of December 31, 2023 and 2022, stock options, warrants, convertible common shares related to the Conversion Right, as defined in the CVR Agreement, and described in Note 4, “Fair Value Measurements,” and, if converted, preferred stock totaling approximately 2,500,000 and 789,000 common stock, respectively, were excluded from the computation of diluted net loss per share as their effect would have been anti-dilutive. |
Research and Development Agreem
Research and Development Agreements | 12 Months Ended |
Dec. 31, 2023 | |
Research And Development [Abstract] | |
Research and Development Agreements | NOTE 3 — RESEARCH AND DEVELOPMENT AGREEMENTS Disaggregated Research and Development Revenue Research and development revenue is attributable to regions based on the location of each of the Company’s collaboration partner’s parent company headquarters. Research and development revenues disaggregated by location were as follows (in thousands): Year Ended December 31, 2023 2022 United States $ 52,625 $ 17,168 Japan — 2,586 Total research and development revenue $ 52,625 $ 19,754 Collaboration Agreements Bristol-Myers Squibb Collaboration Agreement In February 2021, the Company entered into a Collaboration Agreement, as amended (the “BMS Collaboration Agreement”), with Bristol-Myers Squibb Company (“Bristol-Myers Squibb”) to perform strategic research collaboration leveraging the Company’s engineered toxin body (“ETB”) technology platform to discover and develop novel products containing ETBs directed to multiple targets. On March 15, 2024, Bristol-Myers Squibb notified the Company on March 13, 2024 that it does not intend to continue the research collaboration it entered into with the Company pursuant to the BMS Collaboration Agreement and would be terminating the BMS Collaboration Agreement in its entirety. The termination will be effective on June 13, 2024, or 90 days following the Company’s receipt of Bristol-Myers Squibb’s written notice of termination. Pursuant to the terms of the BMS Collaboration Agreement, the Company granted Bristol-Myers Squibb a series of exclusive options to obtain one or more exclusive licenses under the Company’s intellectual property to exploit products containing ETBs directed against certain targets designated by Bristol-Myers Squibb. Bristol-Myers Squibb paid the Company an upfront payment of $70.0 million. In addition to the upfront payment, the Company would have been eligible to receive near term and development and regulatory milestone payments of up to $874.5 million. The Company would also have been eligible to receive up to an additional $450.0 million in payments upon the achievement of certain sales milestones, and subject to certain reductions, tiered royalties ranging from mid-single digits up to mid-teens as percentages of calendar year net sales, if any, on any licensed product. The Company would have been responsible for conducting the research activities through the designation, if any, of one or more development candidates. Upon the exercise of its option for a development candidate, Bristol-Myers Squibb would have been responsible for all development, manufacturing, regulatory and commercialization activities with respect to that development candidate, subject to the terms of the BMS Collaboration Agreement. Unless earlier terminated, the BMS Collaboration Agreement would expire (i) on a country-by-country basis and licensed product-by-licensed product basis, on the date of expiration of the royalty payment obligations under the BMS Collaboration Agreement with respect to such licensed product in such country and (ii) in its entirety upon the earlier of (a) the expiration of the royalty payment obligations under the BMS Collaboration Agreement with respect to all licensed products in all countries or (b) upon Bristol-Myers Squibb’s decision not to exercise any option on or prior to the applicable option deadlines. Bristol-Myers Squibb had the right to terminate the BMS Collaboration Agreement for convenience upon prior written notice to the Company. Either party had the right to terminate the BMS Collaboration Agreement (a) for the insolvency of the other party or (b) subject to specified cure periods, in the event of the other party’s uncured material breach. The Company had the right upon prior written notice to terminate the BMS Collaboration Agreement in the event that Bristol-Myers Squibb or any of its affiliates asserts a challenge against the Company’s patents. The Company identified multiple performance obligations at the inception of the BMS Collaboration Agreement consisting of research and development services and material rights related to additional developmental targets. The transaction price of $70.0 million was allocated to the performance obligations based upon their relative stand-alone selling price and was recognized over time as the underlying research and development services are performed. The Company recognized revenue for research and development services under the BMS Collaboration Agreement using a cost-based input measure. In applying the cost-based input method of revenue recognition, the Company would use actual costs incurred relative to budgeted costs expected to be incurred. These costs consisted primarily of internal employee efforts and third-party contract costs. Revenue was recognized based on actual costs incurred as a percentage of total budgeted costs as the Company completed its performance obligation over the estimated service period. For the years ended December 31, 2023 and 2022, the Company recognized $52.6 million and $17.2 million, respectively, of research and development revenue related to the BMS Collaboration Agreement, which was primarily related to the completion of the research program for one of the collaboration’s targets and the completion of the related performance obligation by the Company under the BMS Collaboration Agreement, resulting in recognition of $25.8 million of research and development revenue in the quarter ended March 31, 2023. The Company had $9.0 million and $45.3 million of deferred revenue, current as of December 31, 2023 and 2022, respectively, related to the BMS Collaboration Agreement. The Company had zero and $5.9 million of deferred revenue, non-current, as of December 31, 2023 and 2022, respectively, related to the BMS Collaboration Agreement. Takeda Multi-Target Agreement In June 2017, the Company entered into a Multi-Target Collaboration and License Agreement (the “Takeda Multi-Target Agreement”) with Millennium Pharmaceuticals, Inc., a wholly owned subsidiary of Takeda (“Takeda”), in which the Company agreed to collaborate with Takeda to identify and generate ETBs, against two targets designated by Takeda. In March 2022, following the Company’s request to bring the agreement to an end, the Company and Takeda mutually agreed to terminate the Takeda Multi-Target Agreement. As a result of the termination, the Company regained full rights to pursue the targets worked on under the Takeda Multi-Target Agreement. There are no ongoing activities or economic obligations in connection with the Takeda Multi-Target Agreement. For the years ended December 31, 2023 and 2022, the Company recognized zero and $2.6 million, respectively, as research and development revenue, related to the Takeda Multi-Target Agreement. As of December 31, 2023 and 2022, there was no deferred revenue related to the performance obligation. Grant Agreements In September 2018, the Company entered into a Cancer Research Agreement (the “CD38 CPRIT Agreement”) with the Cancer Prevention and Research Institute of Texas (“CPRIT”) which was extended in September 2023, under which CPRIT awarded a $15.2 million product development grant to fund research of a cancer therapy involving a CD38 targeting ETB. As of December 31, 2023, the Company has cumulatively recognized $14.1 million of grant revenue related to the CD38 CPRIT Agreement. Pursuant to the CD38 CPRIT Agreement, the Company may also use such funds to develop a replacement CD38 targeting ETB, with or without a partner. For the years ended December 31, 2023 and 2022, the Company recognized grant revenue under this award of $4.7 million and zero, respectively. Qualified expenditures submitted for reimbursement in excess of amounts received are recorded as receivables in grant revenue receivable. As of December 31, 2023 and 2022, the Company recorded grant revenue receivable of $0.3 million and zero, respectively. As of December 31, 2023 and 2022, the Company recorded deferred revenue of zero and $0.2 million, respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 4—FAIR VALUE MEASUREMENTS The following table sets forth the Company’s financial assets (cash equivalents and marketable securities) at fair value on a recurring basis (in thousands) as of December 31, 2023 and 2022: Basis of Fair Value Measurements December 31, 2023 Level 1 Level 2 Level 3 Money market funds $ 11,395 $ 11,395 $ — $ — Total $ 11,395 $ 11,395 $ — $ — Amounts included in: Cash and cash equivalents $ 11,395 Total cash equivalents $ 11,395 Basis of Fair Value Measurements December 31, 2022 Level 1 Level 2 Level 3 Money market funds $ 24,546 $ 24,546 $ — $ — Commercial paper 21,134 — 21,134 — United States Treasury Bills 10,702 — 10,702 — Cash 2,500 2,500 — — Total $ 58,882 $ 27,046 $ 31,836 $ — Amounts included in: Cash and cash equivalents $ 30,023 Marketable securities, current 28,859 Total cash equivalents and marketable securities $ 58,882 The Company invests in highly-liquid, investment-grade securities. The following is a summary of the Company’s available-for-sale securities (in thousands) as of December 31, 2023 and 2022: December 31, 2023 Unrealized Unrealized Fair Cost Basis Gain Loss Value Cash equivalents - money market funds $ 11,395 $ — $ — $ 11,395 December 31, 2022 Unrealized Unrealized Fair Cost Basis Gain Loss Value Cash equivalents - money market funds, commercial paper $ 30,022 $ 1 $ — $ 30,023 Marketable securities, current - commercial paper, Treasury bills 28,926 — (67) 28,859 As of both December 31, 2023 and 2022, all of the Company’s available-for-sale investments were due in one year or less. The Company received no proceeds from the sale of available-for-sale securities for both of the years ended December 31, 2023 and 2022, with no realized gain for both of the years ended December 31, 2023 and 2022. The basis on which the cost of the security sold was determined is by specific share identification. Contingent Value Right and Common Stock Warrant Valuation and Debt Extinguishment.” ASC 815 “Derivatives and Hedging” requires the Conversion Right, as defined in the CVR Agreement, and Contingent Value Right, as defined in the CVR Agreement, to be accounted for as liabilities and changes to their fair value recognized in the condensed consolidated statement of operations. The Conversion Right and Contingent Value Right liability will be remeasured each reporting period. The Company utilized a probability weighted expected return method to value the Conversion Right and Contingent Value Right liability (collectively, the “CVR”). The CVR was split into two components: (a) the Conversion Right of the holder to convert $3.0 million of the Remaining Value into shares and (b) the Contingent Value Right liability. Various payoff scenarios were projected and weighted to determine the payoff of the CVR. Within each scenario, the stock price at each event was forecasted to determine if K2VH would convert $3.0 million of the Remaining Value, as defined below, into shares of the Company’s common stock. If K2HV elected to convert any amount up to $3.0 million into shares of the Company’s common stock, then the value of the Conversion Right was the expected stock price times the number of conversion shares; otherwise, the value was determined to be zero. The Contingent Value Right liability component was calculated as the Remaining Value less $3.0 million conversion amount if converted at the time of the event, discounted back to present value. As of June 16, 2023, the value of the Conversion Right and Contingent Value Right liability were calculated within each scenario and probability weighted to derive the total fair value of the Conversion Right and the Contingent Value Right liability was $3.3 million and $1.9 million, respectively. As of December 31, 2023, the fair value of the Conversion Right and the Contingent Value Right liability was $1.5 million and $1.2 million, respectively. For the year ended December 31, 2023, the change in fair value related to the Conversion Right and Contingent Value Right liability was $1.8 million and $0.7 million, respectively. The following table sets forth the Company’s financial liabilities (convertible secured contingent value right) at fair value on a recurring basis (in thousands): Basis of Fair Value Measurements December 31, 2023 Level 1 Level 2 Level 3 Conversion right and contingent value right $ 2,702 $ — $ — $ 2,702 Total $ 2,702 $ — $ — $ 2,702 In satisfaction of its obligations to issue the warrant to K2HV’s affiliated holder pursuant to the CVR Agreement, the Company issued a warrant to purchase up to 340,222 shares of the Company’s common stock at an exercise price of $5.8785 per share. The warrant has a term of 10 years. The Company accounted for its common stock warrants under the guidance in ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging,” that clarifies the determination of whether an instrument (or an embedded feature) is indexed to an entity’s own stock. The warrants were classified as equity and were fair valued as the date of the transaction. The fair value of these warrants was determined using a Black-Scholes option-pricing model with the following key inputs: June 16, 2023 Risk-free interest rate 3.77 % Expected term (in years) 10.0 Dividend yield — Volatility 80.00 % Stock price $ 0.53 On June 16, 2023, the Company determined the fair value of the warrants to be $2.3 million and classified that amount to additional paid in capital. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | NOTE 5—PROPERTY AND EQUIPMENT Property and equipment consists of the following (in thousands): December 31, 2023 2022 Laboratory equipment $ 20,695 $ 21,831 Leasehold improvements 12,974 12,971 Furniture and fixtures 518 518 Computer and equipment 254 658 34,441 35,978 Less: Accumulated depreciation (27,048) (21,346) Total property and equipment, net $ 7,393 $ 14,632 Depreciation expense was $6.7 million and $7.7 million for the years ended December 31, 2023 and 2022, respectively. In connection with the continued expansion of the Company’s facilities, as of December 31, 2023 and 2022, the Company had net Asset Retirement Obligation (“ARO”) assets totaling $0.2 million and $0.3 million, respectively. The ARO assets are included in Leasehold improvements. For the years ended December 31, 2023 and 2022, the Company recorded a non-cash adjustment related to the ARO assets of zero and $0.2 million, respectively. See Note 9, “Leases” for further discussion. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | NOTE 6—BALANCE SHEET COMPONENTS Accrued liabilities comprise the following (in thousands): December 31, 2023 December 31, 2022 Accrued liabilities: General and administrative $ 225 $ 855 Clinical trial related costs 3,574 1,327 Non-clinical research and manufacturing operations 404 1,779 Payroll related 60 4,828 Other accrued expenses 16 34 Total Accrued liabilities $ 4,279 $ 8,823 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7 — RELATED PARTY TRANSACTIONS Takeda In connection with the Takeda Multi-Target Agreement described in Note 3, “Research and Development Agreements,” Takeda became a related party following the Takeda Stock Purchase Agreement, as described in Note 11, “Stockholders’ Equity (Deficit).” In August 2021, Takeda ceased to be a related party after a sale of the above-mentioned shares. |
Borrowing Arrangements and Debt
Borrowing Arrangements and Debt Extinguishment | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements and Debt Extinguishment | NOTE 8 — BORROWING ARRANGEMENTS AND DEBT EXTINGUISHMENT K2 HealthVentures Loan and Security Agreement In May 2020, the Company entered into a Loan and Security Agreement with K2HV (the “K2 Loan and Security Agreement”) in the amount of $45.0 million. The K2 Loan and Security Agreement was drawable in three tranches and the Company had drawn down $35.0 million with the remaining tranche of $10.0 million having lapsed as of December 31, 2021. Pursuant to the terms of the K2 Loan and Security Agreement, the principal accrued interest at an annual rate equal to the greater of 8.45 % or the sum of the Prime Rate plus 5.2%. In April 2022, the K2 Loan and Security Agreement was amended in exchange for a $0.3 million amendment fee so that (i) payments would be interest only until the loan’s maturity date of June 1, 2024, and (ii) the Financial Covenant would apply for the entire term of the K2 Loan and Security Agreement. This amendment resulted in a debt modification with the $0.3 million amendment fee recorded as a debt discount. On June 16, 2023, the Company entered into the CVR Agreement with K2HV to fully discharge and satisfy the Company’s outstanding loan obligations under the K2 Loan and Security Agreement, and to terminate the K2 Loan and Security Agreement, in exchange for an aggregate repayment in cash of $27.5 million, the granting of a contingent value right to K2HV, and the issuance of a warrant to purchase shares of common stock to K2HV’s affiliated holder. These contingent value rights require payments to K2HV if certain Contingent Payment Events, as defined in the CVR Agreement, occur, or if there is an Acceleration Event, as defined in the CVR Agreement. The payment due upon any Contingent Payment Event or an Acceleration Event is capped at an amount (the “Remaining Value”) which is initially $10,303,646, which amount, to the extent not repaid is subject to escalating multipliers which increases from the closing date by multiplying the Remaining Value by a multiplier ranging between 1.0 at closing to 2.5x for any Remaining Value not yet paid as of September 16, 2024, resulting in a potential maximum payment obligation of $25,759,115. In addition, upon a Change in Control, as defined in the CVR Agreement, the Company is required to pay an additional payment of $2,500,000. For Contingent Payment Events, the Company must pay K2HV either a specified percentage of the proceeds received, up to an amount equaling the applicable Remaining Value, 50% of such Remaining Value, or 100% of the Remaining Value, depending on the Contingent Payment Event which occurred. Upon the occurrence and continuation of any Acceleration Event, the applicable Remaining Value shall, at the election of K2HV, be due and payable in full. The Company may at any time elect to repay some or all of the Remaining Value without penalty. In lieu of a portion of these contingent value rights, K2HV may convert up to $3,000,000 of the Remaining Value into an aggregate of 408,267 shares of common stock, subject to adjustment for any stock splits and similar events so long as the number of shares of common stock underlying such conversion right, together with the shares of common stock underlying the warrants described below, do not exceed 19.99% of the number of shares of common stock outstanding immediate prior to the execution of the CVR Agreement. In satisfaction of its obligations to issue the warrant to K2HV’s affiliated holder pursuant to the CVR Agreement, the Company issued a warrant to purchase up to 340,222 shares of the Company’s common stock at an exercise price of $5.8785 per share. The warrant has a term of 10 years. To protect its interest in any potential payment of the Remaining Value, K2HV has a security interest in, subject to certain limited exceptions, all assets (including intellectual property) of the Company. Further, the Company may not (i) incur any indebtedness for borrowed money that is structured as senior or pari passu to K2HV’s outstanding contingent payments without K2HV’s consent or (ii) permit any other liens (other than customary permitted liens) on this collateral without K2HV’s consent. In accordance with ASC Topic 740-50, “Debt – Modifications and Extinguishments,” the transaction noted above was determined to be an extinguishment of the existing long-term debt. As a result, the Company recorded a gain on the extinguishment of long-term debt in the amount of $1.8 million in the line item “Gain on the extinguishment of debt” in the condensed consolidated statement of operations. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | NOTE 9 – LEASES The Company has operating leases for administrative offices and research and development facilities, and certain finance leases for equipment. The operating leases have remaining terms of less than three years to less than six years. Leases with an initial term of 12 months or less will not be recorded on the consolidated balance sheets as operating leases or finance leases, and the Company will recognize lease expense for these leases on a straight-line basis over the lease term. Certain leases include options to renew, with renewal terms that can extend the lease term for seven years. The exercise of lease renewal options for the Company’s existing leases is at the Company’s sole discretion and not included in the measurement of lease liability and right-of-use asset as they are not reasonably certain to be exercised. Certain finance leases also include options to purchase the leased equipment. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The leases do not contain any residual value guarantees or material restrictive covenants. In July 2022, the Company exercised its option to extend the term for its lease of its principal executive office at 9301 Amberglen Blvd, Building J, Austin TX 78729 (the “Property”) for an additional five-year term beginning August 31, 2023 and ending August 31, 2028 pursuant to the terms and conditions of that certain Lease, dated October 1, 2016, by and between the Company and NW Austin Office Partners LLC as previously amended (the “Lease Agreement”). In October 2022, the Company entered into that certain Fourth Amendment to the Lease Agreement, by and between the Company and NW Austin Office Partners LLC (the “Lease Amendment”) which amended the Lease Agreement to document the exercise of the Company’s option to extend the term of its lease of the Property for an additional six-year term beginning September 1, 2023 and ending August 31, 2029 (the “Extension Term”). Pursuant to the terms of the Lease Amendment, the aggregate commitments will be $6.7 million over the six-year Extension Term and the parties agreed that so long as the Company is not in default an aggregate amount of $0.2 million shall be abated in installments from the monthly lease commitments until exhausted. The Lease Amendment also provides that prior to the expiration of the Extension Term, the Company has the option to extend the Extension Term for an additional period of seven years. Changes in the carrying amounts of the Company’s AROs for the years ended December 31, 2023 and 2022 are shown below (in thousands): 2023 2022 Balance at beginning of year $ 1,295 $ 1,625 Revisions in estimated cash flows — (454) Accretion expense 111 124 Balance at end of year $ 1,406 $ 1,295 For the year ended December 31, 2023, there were no revisions to the original estimated cash flows for the Company’s AROs. For the year ended December 31, 2022, in connection with the extension of the lease term for the Property, the original estimated cash flows for the related ARO was reduced by $0.5 million. In addition, resulting from the 2022 change in estimated cash flows, the Company recorded a non-cash adjustment to the remaining ARO asset balance of $0.2 million, which is recorded within Leasehold Improvements, see Note 5, “Property and Equipment.” As the reduction of the ARO was greater than the ARO asset balance, the remainder of the non-cash adjustment was recorded to the ROU asset. For the years ended December 31, 2023 and 2022, the Company recorded non-cash adjustment to the ROU assets of zero and $0.3 million, respectively. As of December 31, 2023 and 2022, the Company did not have any operating and finance leases that have not yet commenced. The components of lease expense for the years ended December 31, 2023 and 2022 were as follows (in thousands): 2023 2022 Operating leases Operating lease expense $ 2,909 $ 2,611 Variable lease expense 553 524 Total operating lease expense $ 3,462 $ 3,135 The following table summarizes the balance sheet classification of leases as of December 31, 2023 (in thousands): Operating leases Operating lease right-of-use assets $ 9,161 Operating lease liabilities, current 1 $ 2,488 Operating lease liabilities, non-current 9,742 Total operating lease liabilities $ 12,230 1. Included in other current liabilities. The following table presents other information on leases as of December 31, 2023 and 2022 (in thousands): 2023 2022 Weighted average remaining lease term, operating leases 4.65 years 5.54 years Weighted average discount rate, operating leases 8.21 % 8.21 % Future minimum payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2023 (in thousands): Operating Leases 2024 $ 3,369 2025 3,299 2026 2,564 2027 2,636 2028 2,148 Thereafter 724 Total lease payments 14,740 Less: Imputed interest (2,510) Total lease liabilities $ 12,230 Supplemental cash flow information related to the Company’s leases were as follows for the years ended December 31, 2023 and 2022 (in thousands): 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows operating leases $ 3,288 $ 3,252 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10—COMMITMENTS AND CONTINGENCIES Commitments The Company has entered into project work orders for each of its clinical trials with CROs and related laboratory vendors. Under the terms of these agreements, the Company is required to pay certain upfront fees for direct services costs. Based on the particular agreement some of the fees may be for services yet to be rendered and are reflected as a current prepaid asset and have an unamortized balance of approximately zero as of December 31, 2023. The Company has entered into agreements with CROs and other external service providers for services, primarily in connection with the clinical trials and development of the Company’s biologic candidates. The Company was contractually obligated for up to approximately $32.5 million of future services under these agreements as of December 31, 2023, for which amounts have not been accrued as services have not been performed. The Company’s actual contractual obligations will vary depending upon several factors, including the progress and results of the underlying services. The Company has entered into estimated purchase obligations. These estimated purchase obligations total in range from $3.7 million to $4.0 million. Contingencies In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, suppliers, lessors, business partners, collaborators and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by or on behalf of the Company, or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements and may enter in the future with its directors and certain of its officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. The Company maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify its directors and certain of its officers and employees, and former officers and directors in certain circumstances. The Company maintains product liability insurance, clinical trial insurance and comprehensive general liability insurance, which may cover certain liabilities arising from its indemnification obligations. It is not possible to determine the maximum potential amount of exposure under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular indemnification obligation. Such indemnification obligations may not be subject to maximum loss clauses. Management is not currently aware of any matters that could have a material adverse effect on the financial position, results of operations or cash flows of the Company. The Company believes that its product liability, clinical trial and comprehensive general liability insurance are adequate for current operations. However, the coverage limits of this insurance may not be adequate to cover all potential claims. Product liability, clinical trial and comprehensive general liability insurance is expensive and may be difficult to obtain or maintain on commercially reasonable terms. A successful claim against the Company in excess of the Company’s insurance coverage or outside the scope of an indemnity given by any vendors, lessors, business partners, collaborators and other parties in Company agreements could adversely affect the Company’s results of operations. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 11—STOCKHOLDERS’ EQUITY (DEFICIT) K2HV CVR Agreement and Related Warrants On June 16, 2023, in satisfaction of its obligations to issue the warrant to K2HV’s affiliated holder pursuant to the CVR Agreement, as further described in Note 8, “Borrowing Arrangements and Debt Extinguishment,” the Company issued a warrant to purchase up to 340,222 shares of the Company’s common stock at an exercise price of $5.8785 per share. The warrant is exercisable upon issuance and have a term of ten years . The Company determines whether the warrant should be classified as a liability or equity according to ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging.” Upon issuance of the outstanding warrants, the Company determined that equity classification was appropriate. For warrants classified as equity, the Company records the value of the warrants in additional paid-in capital on the condensed consolidated balance sheet. As of December 31, 2023, there were 340,222 warrants issued related to the CVR Agreement. On June 16, 2023, the warrant was valued at $2.3 million using a Black-Scholes option-pricing model. The Black-Scholes option-pricing model inputs used were: (i) expected dividend yield of 0% , (ii) expected volatility of 80% , (iii) risk free interest rate of 3.77% , and (iv) expected term of 10.0 years. Private Placement and Related Warrants On August 1, 2017, the Company entered into a securities purchase agreement with Longitude Venture Partners III, L.P. and certain other accredited investors (the “Longitude Securities Purchase Agreement”), pursuant to which the Company sold an aggregate of 386,204 units (the “Units”) having an aggregate purchase price of $40.0 million (the “PIPE Financing”), each such Unit consisting of (i) one (1) share (the “Shares”) of our common stock and (ii) a warrant (the “Private Placement Warrants”) to purchase 0.5 shares of the Company’s common stock (the “Private Placement”). The Private Placement was pursuant to equity commitment letter agreements entered into by and between the Company and investors in March 2017 and June 2017. The purchase price per Unit was $103.5720. The Warrants are exercisable for a period of seven years from the date of their issuance at a per-share exercise price of $102.6345 (which exercise price shall be payable in cash or through a cashless exercise mechanic), subject to certain adjustments as specified in the Warrants. As of December 31, 2023, there were warrants outstanding under this agreement to purchase 193,093 shares of the Company’s common stock. The warrants were valued at $16.3 million using the Black-Scholes model and recorded in additional paid-in capital. The Black-Scholes inputs used were: (i) expected dividend rate of 0%, (ii) expected volatility of 147%, (iii) risk free interest rate of 2.07%, and (iv) expected term of 7.0 years. The warrants were exercisable upon issuance and expire August 1, 2024. In December 2015, the Company entered into an agreement (the “Wedbush Agreement”) with Wedbush Securities Inc. (“Wedbush”), which was subsequently amended in December 2017, related to Wedbush’s services associated with the equity financing under the Longitude Securities Purchase Agreement. As part of the Wedbush Agreement, the Company issued warrants to purchase 3,862 shares of its common stock (the “Wedbush Warrants”). The Wedbush Warrants are exercisable for a period of seven years from the date of their reissuance at a per-share exercise price of $102.6345 (which exercise price shall be payable in cash or through a cashless exercise mechanic), subject to certain adjustments as specified in the Warrants. As of December 31, 2023, there were Wedbush Warrants outstanding to purchase 3,862 shares of common stock. The Wedbush Warrants were valued at $0.4 million using the Black-Scholes model. The Black-Scholes inputs used were: (i) expected dividend rate of 0%, (ii) expected volatility of 108%, (iii) risk free interest rate of 2.3%, and (iv) expected term of 7.0 years. The warrants were exercisable upon issuance and expire December 1, 2024. In connection with the execution of the Takeda Multi-Target Agreement, the Company entered into a stock purchase agreement with Takeda (the “Takeda Stock Purchase Agreement”). Pursuant to the Takeda Stock Purchase Agreement, following the consummation of the Private Placement, Takeda purchased 194,866 shares of the Company’s common stock, at a price per share of $102.6345, for an aggregate purchase price of $20.0 million. In November 2019, the Company entered into a Master Collaboration Agreement (“Vertex Collaboration Agreement”) with Vertex Pharmaceuticals Incorporated (“Vertex”), In connection with the execution of the Vertex Collaboration Agreement, the Company entered into a stock purchase agreement with Vertex (the “Vertex Stock Purchase Agreement”). Pursuant to the Vertex Stock Purchase Agreement, Vertex purchased 111,111 shares of the Company’s common stock, at a price per share of $135.00, for an aggregate purchase price of $15.0 million. July 2023 Private Placement and Related Warrants On July 12, 2023, the Company entered into a securities purchase agreement (the “July 2023 Purchase Agreement”) with certain institutional and accredited investors (the “July 2023 Purchasers”) which provides for the private placement (the “July 2023 Private Placement”) of shares of the Company’s common stock and warrants to purchase shares of the Company’s common stock in two tranches, as described below. The closing of the initial tranche occurred on July 17, 2023 and consisted of the issuance of (i) 1,617,365 shares of the Company’s common stock and at a price of $7.05 per share and (ii) pre-funded warrants exercisable for up to 1,222,100 shares of the Company’s common stock (the “July 2023 Pre-Funded Warrants”). The price of the July 2023 Pre-Funded Warrants was $7.035 per underlying share of the Company’s common stock, and the exercise price for the Pre-Funded Warrants was $0.015 per underlying share. The Company received approximately $20.0 million in gross proceeds in connection with the closing of the initial tranche and net proceeds, following the payment of related offering expenses, of approximately $18.4 million. The Company has assessed the July 2023 Pre-Funded Warrants for appropriate equity or liability classification. The July 2023 Pre-Funded Warrants are equity classified because they (i) are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, (v) are indexed to the Company's common stock and (vi) meet the equity classification criteria. In addition, the July 2023 Pre-Funded Warrants do not provide any guarantee of value or return and do not provide the warrant holders with the option to settle any unexercised warrants for cash outside of the Company's control. The July 2023 Pre-Funded Warrants also include a separate provision whereby the exercisability of the warrants may be limited if, upon exercise, the warrant holder or any of its affiliates would beneficially own more than 19.99% of the Company’s common stock. The Company valued the pre-funded common stock warrants at issuance, concluding that their sale price approximated their fair value. Accordingly, the July 2023 Pre-Funded Warrants are accounted for as a component of additional paid-in capital at the time of issuance. For further information regarding the Second Closing of the 2023 Private Placement, please see Note 16, “Subsequent Events” below. Pursuant to the July 2023 Purchase Agreement, the Company granted to the July 2023 Purchasers certain registration rights, pursuant to which, among other things, the Company agreed to (i) file with the SEC a registration statement on Form S-3 after each of the initial tranche and the second tranche to register for resale the shares of common stock issued (and the shares issuable upon exercise of any pre-funded warrants or Second Closing Warrants issued) in the applicable closing, within 30 calendar days following each closing, and (ii) use its commercially reasonable efforts to have each registration statement declared effective as soon as practicable, and in any event no later than 90 days following the applicable closing date (or 120 days following the applicable closing date if the applicable registration statement is reviewed by the SEC). The registration rights covenants are subject to customary terms and conditions for a transaction of this type, including certain customary cash penalties on the Company for its failure to satisfy specified filing and effectiveness time periods. On August 10, 2023, the Company filed with the SEC a registration statement on Form S-3 (File No. 333-273864) registering for resale up to 2,839,465 shares of the Company’s common stock, which consist of 1,617,365 shares of the Company’s common stock and 1,222,100 shares of the Company’s common stock issuable upon the exercise of the July 2023 Pre-Funded Warrants. Additionally, the July 2023 Purchase Agreement contains customary representations and warranties and agreements of the Company and the July 2023 Purchasers and customary indemnification rights and obligations of the parties. There can be no assurance as to the timing of the closing of the second tranche, or whether the second tranche will close at all. Additionally, there can be no assurance as to whether the proceeds received from the initial tranche, any potential proceeds received in connection with the second tranche, and/or the proceeds from the exercise, if any, of the warrants issued in connection with the July 2023 Private Placement will be sufficient for the Company to maintain compliance with the applicable listing criteria of the Nasdaq Capital Market or will be sufficient for the Company to continue as a going concern. Public Offerings On September 25, 2018, the Company closed its underwritten public offering (the “2018 Public Offering”) of 628,666 shares of its common stock, which included the exercise in full by the underwriters of their option to purchase 82,000 additional shares of common stock, at a price to the public of $82.50 per share. The net proceeds to the Company from the 2018 Public Offering, after deducting the underwriting discounts and commissions and offering expenses payable by the Company, were approximately $48.1 million. On November 25, 2019, the Company closed its underwritten public offering (the “2019 Public Offering”) of 460,000 shares of its common stock at a price to the public of $120.00 per share, and 250 shares of newly designated Series A Convertible Preferred Stock (“Series A Preferred Stock”) at a price to the public of $8.00 per share. The offering included the exercise in full by the underwriters of their option to purchase up to 60,000 additional shares of common stock. The net proceeds to the Company from the offering, after deducting the underwriting discounts and commissions and offering expenses payable by the Company, were approximately $53.4 million. Each share of Series A Preferred Stock is convertible to approximately 66 shares of the Company’s common stock, provided that the holder of Series A Preferred Stock will be prohibited from converting the Series A Preferred Stock into shares of the Company’s common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 9.99% of the total number of shares of the Company’s common stock then issued and outstanding. In the event of the Company’s liquidation, dissolution, or winding up, holders of Series A Preferred Stock will receive a payment equal to $0.02 per share of Series A Preferred Stock before any proceeds are distributed to the holders of the Company’s common stock and pari passu amend the terms of the Series A Preferred Stock. Based on the guidance in ASC 470-20-20, the Company determined that a beneficial conversion feature (“BCF”) existed, as the effective conversion price for the Series A Preferred Stock at issuance was less than the fair value of the common stock which the preferred shares are convertible into. The BCF based on the intrinsic value of the date of issuances for the Series A Preferred Stock was $0.7 million. In July 2020, the Company raised gross proceeds of approximately $50.0 million and net proceeds of $48.5 million through at-the-market sales (“ATM”) of its common stock pursuant to its ATM facility. The Company sold approximately 0.24 million shares of the Company’s common stock at a purchase price of $180.00 per share and 0.03 million shares at a purchase price of $190.50, in each case the market price at the time of sale. These sales constituted the full available dollar amount under the Company’s current ATM facility, and with such completion, this ATM facility terminated. On August 7, 2020, the Company filed with the SEC a registration statement on Form S-3 for $300.0 million of securities (the “Shelf Registration Statement”), inclusive of a $100.0 million ATM program. This Shelf Registration Statement is in replacement of the Company’s existing registration statement on Form S-3 and incorporates the unsold balance remaining thereto. The SEC declared the Shelf Registration Statement effective on August 17, 2020 and the Company may make sales of securities from time to time, depending on market conditions, pursuant to the Shelf Registration Statement. In February 2021, the Company completed a public offering of 0.4 million shares of common stock at an offering price of $189.75 per share. The net proceeds to the Company were $71.1 million, after deducting underwriting discounts, commissions and other estimated offering expenses paid by the Company. Subsequent Common Stock Warrants On February 28, 2018, in connection with the Perceptive Credit Facility, the Company issued warrants to purchase 12,666 shares of the Company’s common stock with an exercise price of $143.69 per underlying share (the “2018 Warrants”). The 2018 Warrants are exercisable for a period of seven years from the date of issuance, subject to certain adjustments as specified in the Warrants. The 2018 Warrants were classified as equity and recorded in additional paid-in capital. They were valued at $1.5 million using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model inputs used were: (i) expected dividend rate of 0%, (ii) expected volatility of 105%, (iii) risk free interest rate of 2.8%, and (iv) expected term of 7.0 years. |
Equity Incentive Plans and Stoc
Equity Incentive Plans and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Compensation Related Costs Equity Incentives and Sharebased Payments [Abstract] | |
Equity Incentive Plans and Stock Based Compensation | NOTE 12—EQUITY INCENTIVE PLANS AND STOCK-BASED COMPENSATION 2018 Equity Incentive Plan In May 2018, the Company adopted the 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan serves as a successor to the 2004 Amended and Restated Equity Incentive Plan (the “2004 Plan”), the 2009 Stock Plan, as amended (the “2009 Plan”) and the 2014 Equity Incentive Plan, as amended (the “2014 Plan”) with any forfeited, expired or cancelled awards under those plans being absorbed into the 2018 Plan for future issuance. The terms of the 2018 Plan provide for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards, and performance awards that may be settled in cash, stock, or other property. Stock options may be granted under the 2018 Plan with an exercise price not less than 100% of the fair market value of the common stock on the date of grant. Stock options under the 2018 Plan may be granted with terms of up to ten years and generally vest over a period of four years, with the exception of grants to non-employee directors and consultants where the vesting period is or may be shorter. The total number of shares of the Company’s common stock initially reserved for issuance under the 2018 Plan was equal to the sum of (i) 133,333 newly reserved shares, which included, as of April 30, 2018, 6,945 shares reserved and unallocated under the 2009 Stock Plan, and 22,336 shares reserved and unallocated under the 2014 Equity Incentive Plan, plus (ii) up to 192,341 additional shares that may be added to the 2018 Plan in connection with the forfeiture, expiration or cancellation of awards outstanding under the 2014 Plan, the 2009 Plan and the 2004 Plan as of May 31, 2018. Additionally, the number of shares of common stock that may be issued under the 2018 Plan shall increase on each January 1, beginning with January 1, 2019, and continuing through and including January 1, 2028 by an amount equal to the lesser of (i) common stock on that date and (ii) an amount determined by the Company’s board of directors or compensation committee; provided, however, that in no event will the number of shares available for issuance under the 2018 Plan be increased to the extent such increase, in addition to any other increases proposed by the board of directors in the number of shares available for issuance under all other employee or director stock plan would result in the total number of shares then available for issuance under all employee and director stock plans exceeding 20% of the outstanding shares of the Company’s common stock on the first day of the applicable fiscal year. As of December 31, 2023, options to purchase 386,600 shares of common stock were available for future grants under the 2018 Plan. 2004 Employee Stock Purchase Plan On January 1, 2017, an additional 606 shares were authorized for issuance under the 2004 Employee Stock Purchase Plan (the “2004 Purchase Plan”) pursuant to the annual automatic increase to the authorized shares under the 2004 Purchase Plan. The 2004 Purchase Plan contains consecutive, overlapping 24 month offering periods. Each offering period includes four six-month purchase periods. The price of the common stock purchased will be the lower of 85% of the fair market value of the common stock at the beginning of an offering period or at the end of the purchase period. For both the years ended December 31, 2023 and 2022, no shares were purchased by employees under the 2004 Purchase Plan. As of December 31, 2023 and 2022, 576 shares were authorized and available for issuance under the 2004 Purchase Plan. Equity Incentive Plan The following table summarizes information about stock option activity for years ended December 31, 2023 and 2022: Weighted Average Outstanding Options Weighted Average Remaining Aggregate Intrinsic Number of Shares Exercise Price Contractual Term Value (in millions): Balances, December 31, 2021 523,411 $ 153.11 6.72 $ 0.95 Granted 194,679 $ 33.09 Exercised (3,106) $ 10.65 Cancelled (152,106) $ 141.63 Balances, December 31, 2022 562,878 $ 115.50 7.09 $ — Granted 236,651 $ 7.25 Exercised (192) $ 7.20 Cancelled (285,273) $ 88.62 Balances, December 31, 2023 514,064 $ 80.62 7.03 $ — Vested and expected to vest, December 31, 2023 514,064 $ 80.62 7.03 $ — Exercisable at December 31, 2023 302,935 $ 115.92 5.67 $ — As of December 31, 2023, stock options outstanding and exercisable by exercise price were as follows: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Range of Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (Years) Price Exercisable Price $ 3.73-6.32 35,149 9.79 $ 5.61 83 $ 4.95 $ 7.20-7.20 79,708 9.11 $ 7.20 8,705 $ 7.20 $ 7.95-10.95 62,747 9.39 $ 9.04 12,402 $ 9.82 $ 12.60-35.25 34,026 3.96 $ 18.91 29,418 $ 18.62 $ 41.55-41.55 57,562 8.12 $ 41.55 26,305 $ 41.55 $ 58.80-80.85 32,766 5.11 $ 70.30 32,555 $ 70.28 $ 94.65-94.65 57,099 4.41 $ 94.65 57,099 $ 94.65 $ 98.55-174.15 52,390 4.85 $ 140.17 50,061 $ 140.19 $ 189.30-210.75 55,727 7.00 $ 209.03 41,151 $ 208.64 $ 217.50-638.55 46,890 6.11 $ 221.20 45,156 $ 221.33 $ 3.73-638.55 514,064 7.03 $ 80.62 302,935 $ 115.92 The total intrinsic value of stock options exercised during both the years ended December 31, 2023 and 2022 was zero, as determined at the date of the option exercise. Cash received from stock option exercises was zero, for both the years ended December 31, 2023 and 2022. The Company issues new shares of common stock upon exercise of options. In connection with the exercises, there is no tax benefit realized by the Company due to the Company’s current loss position. Equity-Based Compensation Expense Stock-based compensation expense, which consists of the compensation cost for employee stock options and the value of options issued to non-employees for services rendered, was allocated to research and development and general and administrative in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2023 2022 Research and development $ 2,833 $ 6,096 General and administrative 3,869 5,813 Total stock-based compensation $ 6,702 $ 11,909 As of December 31, 2023, the total unrecognized compensation cost related to unvested stock-based awards granted to employees under the Company’s 2018 equity incentive plan was approximately $4.7 million. This cost will be recorded as compensation expense on a ratable basis over the remaining weighted average requisite service period of approximately 2.41 years. Valuation Assumptions The Company estimated the fair value of stock options granted using the Black-Scholes option-pricing formula and a single option award approach. This fair value is being amortized ratably over the requisite service periods of the awards, which is generally the vesting period. The fair value of employee stock options was estimated using the following weighted-average assumptions: Year Ended December 31, 2023 2022 Employee Stock Options: Risk-free interest rate 4.10 % 2.35 % Expected term (in years) 6.08 6.08 Dividend yield — — Volatility 77.72 % 88.59 % Weighted-average fair value of stock options granted $ 5.09 $ 24.75 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13—INCOME TAXES For the years ended December 31, 2023 and 2022, the Company recorded an income tax provision (benefit) expense of ($11) thousand and $53 thousand, respectively. A reconciliation of income taxes at the statutory federal income tax rate to net income taxes included in the accompanying statements of operations is as follows (in thousands): 2023 2022 U.S. federal taxes (benefit) at statutory rate $ (1,709) $ (19,459) State federal income tax benefit 447 (8,653) Permanent differences and other 2 3 Stock compensation 1,792 1,964 Research and development credits (1,426) (2,494) Change in valuation allowance (2,328) 30,619 Change in state rate and carryovers 3,211 (1,927) Total $ (11) $ 53 The tax effects of temporary differences that give rise to significant components of the net deferred tax assets are as follows (in thousands): December 31, 2023 2022 Deferred tax assets Net operating loss carryforward $ 58,843 $ 53,957 Interest 304 — Research and development credits 16,630 15,235 Deferred stock compensation 6,982 8,086 Deferred revenue 2,641 16,127 Lease liability 3,561 4,516 Accrued expenses and other 415 1,846 Depreciable and amortizable assets 126 — Capitalized Research & Experimental Expenditures 26,268 19,764 Total deferred tax assets 115,770 119,531 Total deferred tax liabilities Depreciable and amortizable assets — (1,329) Right-of-use asset (2,668) (3,488) Note payable - CVR (716) — Total deferred tax liabilities (3,384) (4,817) Less: Valuation allowance (112,386) (114,714) Net deferred tax assets $ — $ — As of December 31, 2023, the Company had federal net operating loss carryforwards of approximately $524.8 million and state net operating loss carryforwards of approximately $35.3 million available to offset future taxable income. $286.9 million of the Company’s federal net operating loss carryforwards will begin to expire in 2025 2037 As of December 31, 2023, the Company had federal research and development tax credits available to offset future taxes of approximately $23.9 million, which expire in the year beginning 2024 2033 The Company has established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets. The valuation allowance decreased by $2.3 million from continuing operations. The Company has no uncertain tax positions as of December 31, 2023 and 2022. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. As of December 31, 2023 and 2022, the Company had no accrued interest or penalties due to the Company’s net operating losses available to offset any tax adjustment. The Company currently has no federal or state tax examinations in progress nor has it had any federal or state tax examinations since its inception. As a result of the Company’s net operating loss carryforwards, all of its tax years are subject to federal and state tax examination. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2023 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | NOTE 14—EMPLOYEE BENEFIT PLAN The Company sponsors a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code covering all full-time employees (“Molecular Templates 401(k) Plan”). Participants meeting certain criteria, as defined in the plan document, are eligible for a matching contribution, in amounts determined at the discretion of the Company. Contributions to the Molecular Templates 401(k) Plan by the Company were $0.2 million and $0.7 million for the years ended December 31, 2023 and 2022, respectively. |
Restructuring Related Expenses
Restructuring Related Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Related Expenses | NOTE 15 – RESTRUCTURING RELATED EXPENSES On March 29, 2023 and June 16, 2023, the Company implemented a strategic reprioritization and corresponding reduction in workforce by approximately 68%, designed to focus on the clinical development programs for MT-6402, MT-8421 and MT-0169, and preclinical activities related to the Company’s collaboration with Bristol-Myers Squibb (the “Restructuring”). The Restructuring reduced the Company’s workforce, ceased further development of the Company’s MT-5111 clinical development program, and refocused the majority of the Company’s pre-clinical efforts around activities related to the Bristol-Myers Squibb collaboration. For the year ended December 31, 2023, the Company incurred $0.3 million in expenses related to the Restructuring, which is included in research and development and general and administrative expenses in the consolidated statement of operations. The expenses related to the Restructuring related to severance pay and other related termination benefits. The Company estimates that it will not incur any additional Restructuring related costs as of the time of issuance of these financial statements. The following table summarizes the activity for the year ended December 31, 2023 for expenses related to the Restructuring accruals, which are included in Accrued liabilities in the Company’s condensed consolidated balance sheets as of December 31, 2023 (in thousands): Balance, December 31, 2022 $ — Expenses related to the Restructuring 276 Cash payments (276) Balance, December 31, 2023 $ — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16—SUBSEQUENT EVENTS Strategic Alternatives On March 4, 2024, the Company announced that management is continuing a comprehensive evaluation of strategic alternatives, including consideration of a wide range of options including, among other things, a potential financing/recapitalization, sale, merger, or other strategic transaction. The Company has not set a deadline or definitive timetable for the completion of the strategic review process, nor has management made any decisions relating to any strategic alternative at this time. Collaboration Agreements On March 15, 2024, Bristol-Myers Squibb notified the Company on March 13, 2024 that it does not intend to continue the research collaboration it entered into with the Company pursuant to the BMS Collaboration Agreement and would be terminating the BMS Collaboration Agreement in its entirety. The termination will be effective on June 13, 2024, or 90 days following the Company’s receipt of Bristol-Myers Squibb’s written notice of termination. Second Closing of the 2023 Private Placement On March 28, 2024, the Company and certain institutional and accredited investors (the “March 2024 Purchasers”) entered into an Amended and Restated July 2023 Purchase Agreement pursuant to which the Company will issue common stock, prefunded warrants, and common warrants with an aggregate purchase price of $9.5 million on amended and restated second tranche terms. The second tranche, as amended and restated, will consist of the sale and issuance of (i) 1,209,612 shares of the Company’s common stock (and, in lieu thereof, prefunded warrants to purchase 2,460,559 shares of the Company’s common stock (the “March 2024 Prefunded Warrants”)) for a purchase price of $2.35 per share of the Company’s common stock (the closing price of our common stock on March 27, 2024 as reported by the Nasdaq Capital Market) and $2.349 per March 2024 Prefunded Warrant, and (ii) common stock warrants (the “March 2024 Common Warrants”) to purchase up to 7,340,342 shares of the Company’s common stock (or March 2024 Prefunded Warrants in lieu thereof) at an exercise price of $2.35 per share of the Company’s common stock underlying the March 2024 Common Warrants. The March 2024 Common Warrants will be sold at a price of $0.125 per underlying share of common stock and will have a term of five years. The March 2024 Prefunded Warrants will expire when fully exercised in accordance with their terms. The March 2024 Prefunded Warrants and March 2024 Common Warrants may not be exercised if the aggregate number of shares of our common stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation (4.99%/9.99%/19.99%); provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving 61 days’ notice to the Company, but not to any percentage in excess of 19.99%. The Amended and Restated July 2023 Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. The second tranche will include gross proceeds of approximately $9.5 million and net proceeds, following the payment of related offering expenses, of approximately $8.9 million. Pursuant to the Amended and Restated July 2023 Purchase Agreement, the Company granted to the March 2024 Purchasers certain registration rights, pursuant to which, among other things, the Company will (i) file with the SEC a registration statement on Form S-3 after the second tranche of the July 2023 Private Placement to register for resale the shares of common stock (and the shares of common stock issuable upon exercise of the prefunded warrants and common warrants ) issued in the second tranche of the July 2023 Private Placement, within 30 calendar days following the second tranche closing (the “Second Closing”), and (ii) use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable, and in any event no later than 90 days following the Second Closing date (or 120 days following the Second Closing date if the registration statement is reviewed by the SEC). The registration rights covenants are subject to customary terms and conditions for a transaction of this type, including certain customary cash penalties on the Company for its failure to satisfy specified filing and effectiveness time periods. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiary and reflect the elimination of intercompany accounts and transactions. |
Reverse Stock Split | Reverse Stock Split On August 11, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect a one-time reverse stock split of the Company’s common stock, at a ratio of 1-for-15 (the “Reverse Stock Split”). The Reverse Stock Split was effective at 5 p.m. Eastern Time, after the close of trading on the Nasdaq Capital Market, on August 11, 2023 (the “Effective Time”). At the Effective Time, every 15 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock, without any change in the par value per share. Any stockholder who was entitled to a fractional share of common stock created as a result of the Reverse Stock Split received a cash payment in lieu thereof equal to the fractional share to which the stockholder was entitled multiplied by the closing sales price of a share of common stock on August 11, 2023, as adjusted for the Reverse Stock Split. All common stock, per share and related information presented in the condensed consolidated financial statements and notes prior to the Reverse Stock Split have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented, to the extent applicable. |
Going Concern | Going Concern The Company has adopted as required the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern, which requires that management contemplate the realization of assets and liquidation of liabilities in the normal course of business, and evaluate whether there are relevant conditions and events that in the aggregate raise substantial doubt about the entity’s ability to continue as a going concern and to meet its obligations as they become due within one year after the date that the financial statements are issued. Under this standard, management’s assessment shall not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the financial statements are issued. As of December 31, 2023, the Company had an accumulated deficit of $452.9 million and had unrestricted cash and cash equivalents of $11.5 million. Based on the Company’s unrestricted cash and cash equivalents as of December 31, 2023, management anticipates that the Company will be able to fund its planned operating expenses and capital expenditure requirements to the end of the second quarter of 2024. The Company has not yet established an ongoing source of revenues sufficient to cover its operating and cash expenditure requirements or to cover any potential payments that may become due and payable pursuant to the CVR Agreement as described in Note 8, “Borrowing Arrangements and Debt Extinguishment” to provide sufficient certainty that it will continue as a going concern. For these reasons, there is substantial doubt about the Company’s ability to continue as a going concern as of the issuance of these financial statements. Historically, the Company financed its operations to date primarily through partnerships, funds received from public offerings of common and preferred stock, private placements of equity securities, a reverse merger, upfront and milestone payments received from its prior and current collaboration agreements, a debt financing facility, as well as funding from governmental bodies and bank and bridge loans. The Company plans to address this condition through the sale of common stock in public offerings and/or private placements, debt financings, or through other capital sources, including collaborations with other companies or other strategic transactions, but there is no assurance these plans will be completed successfully or at all. If the Company is unable to obtain additional capital when and as needed to continue as a going concern, it might have to further reduce or scale back its operations, cease operations entirely, and/or liquidate its assets, and the values it receives for its assets in liquidation or dissolution could be significantly lower than the values reflected in its financial statements. These financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements. |
Reclassifications | Reclassifications The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the recorded amounts reported therein. A change in facts or circumstances surrounding the estimates could result in a change to estimates and impact future operating results. Certain accounts in the prior financial statements have been reclassified for comparative purposes to conform to the presentation in the current financial statements. These reclassifications have no material effect on previously reported financials. In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. In the Consolidated Statement of Cash Flows, the presentation of Interest due on long-term debt was reclassified from non-cash adjustments in the prior year presentation to Accrued liabilities in the current year presentation. In addition, in the Consolidated Statements of Operations, the loss on disposal of property and equipment was included in interest and other expense, net in prior year presentation. |
Accounting Estimates | Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP as defined by the FASB ASC requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period without consideration of common stock equivalents. Since the Company was in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods, as the inclusion of all potential common shares outstanding is anti-dilutive. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers temporary investments with original maturities of three months or less from date of purchase to be cash equivalents. Restricted cash is recorded in other assets, based on when the restrictions expire. Other assets include $1.3 million and $2.5 million of restricted cash as of December 31, 2023 and 2022, respectively, related to letters of credit in lieu of a cash deposit for the Company’s leases. |
Fair Value Measurement | Fair Value Measurement The Company accounts for its marketable securities in accordance with ASC 820 “Fair Value Measurements and Disclosures.” Level 1 Level 2 Level 3 The Company utilizes the market approach or probability approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. For Level 2 securities that have market prices from multiples sources, a “consensus price” or a weighted average price for each of these securities can be derived from a distribution-curve-based algorithm which includes market prices obtained from a variety of industrial standard data providers (e.g. Bloomberg), security master files from large financial institutions, and other third-party sources. Level 2 securities with short maturities and infrequent secondary market trades are typically priced using mathematical calculations adjusted for observable inputs when available. Level 3 securities utilize a probability weighted expected return method or Black-Scholes option-pricing model. Significant estimates and assumptions required for these valuations include, but are not limited to, probabilities related to the timing and outcome of future financing and/or liquidity events. These unobservable inputs represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value. |
Marketable Securities | Marketable Securities The Company classifies its marketable securities as “available-for-sale.” Such marketable securities are recorded at fair value and unrealized gains and losses are recorded as a separate component of stockholders’ equity until realized. Realized gains and losses on sale of all such securities are reported in net loss, computed using the specific identification cost method. The Company places its marketable securities primarily in U.S. government securities, money market funds, corporate debt securities, commercial paper and certificates of deposit. The Company’s investments are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time and extent to which the fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in the market value. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of risk consist principally of cash and cash equivalents, investments, long term debt and accounts receivable. The Company’s cash and cash equivalents are with two major financial institutions in the United States. The Company performs an ongoing credit evaluation of its strategic partners’ financial conditions and generally does not require collateral to secure accounts receivable from its strategic partners. As of December 31, 2023, the Company’s exposure to credit risk associated with non-payment will be affected principally by conditions or occurrences within Bristol-Myers Squibb Company (“Bristol-Myers Squibb”). In past years, the Company’s exposure to credit risk associated with non-payment were also affected principally by conditions or occurrences within Millennium Pharmaceuticals, Inc., a wholly owned subsidiary of Takeda Pharmaceutical Company Ltd (“Takeda”). Takeda accounted for approximately 0% and 13% of total revenues for the years ended December 31, 2023 and 2022, respectively. Bristol-Myers Squibb accounted for approximately 92% and 87% of total revenues for the years ended December 31, 2023 and 2022, respectively. Biologic candidates developed by the Company require approvals or clearances from the U.S. Food and Drug Administration or international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s biologic candidates will receive any of the required approvals or clearances. If the Company were to be denied approval or clearance or any such approval or clearance were to be delayed, it would have a material adverse impact on the Company. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Major additions and improvements are capitalized while maintenance and repairs that do not improve or extend the useful life of the respective asset are expensed. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three |
Patents | Patents The gross value of patents was $0.6 million and $0.7 million as of December 31, 2023 and 2022, respectively, and are recorded in Other assets. The Company recorded $0.1 million of amortization expense for both the years ended December 31, 2023 and 2022, with estimated expense to remain $0.1 million for each five |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets When events, circumstances and/or operating results indicate that the carrying values of long-lived assets might not be recoverable through future operations, the Company prepares projections of the undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the projections indicate that the recorded amounts are not expected to be recoverable, such amounts are reduced to estimated fair value. Fair value is estimated based upon internal evaluation of each asset that includes quantitative analyses of net revenue and cash flows, review of recent sales of similar assets and market responses based upon discussions in connection with offers received from potential buyers. Certain factors used for these types of nonrecurring fair value measurements are considered Level 3 inputs. The Company had no material impairments recorded for the years ended December 31, 2023 and 2022. |
Long-term Debt | Long-term debt The Company records debt issuance costs related to its long-term debt as a deduction from the carrying amount. The costs are amortized to interest expense over the life of the debt. |
Revenue Recognition | Revenue Recognition The Company’s revenue has consisted principally of collaboration agreements for research and development revenue and grant revenue. Grant revenue relates to the grants the Company has received from governmental bodies that are conditional cost reimbursement grants and we recognize revenue as allowable costs are incurred. Amounts collected in excess of revenue recognized are recorded as deferred revenue. The Company’s collaboration arrangements may include one or more of the following: licenses, or options to obtain licenses; up-front fees; research and development activities and associated costs; milestone payments related to the achievement of development, regulatory, or commercial goals; and royalties on net sales of licensed products. Each of these payments may result in collaboration revenues or an offset against research and development expense. The Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements The Company identifies the goods or services promised within each collaboration agreement and assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. In assessing whether a promised good or service is distinct, the Company considers factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. If a promised good or service is not distinct, an entity is required to combine that promised good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. The allocation of the transaction price to the performance obligations in proportion to their standalone selling prices is determined at contract inception. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if there is a significant benefit of financing. The Company assessed its collaboration agreements and concluded that no significant financing components were present. If an arrangement contains customer options that allow the customer to acquire additional goods or services, including an exclusive license to the Company’s intellectual property, the goods and services underlying the customer options are evaluated to determine whether they are deemed to represent a material right. In determining whether the customer option has a material right, the Company assesses whether there is an option to acquire additional goods or services at a discount. If the customer option is determined not to represent a material right, the option is not considered to be performance obligations at the outset of the arrangement. If the customer option is determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the relative standalone selling price, which is determined based on the identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until the option is exercised. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation as each performance obligation is satisfied over time, with progress toward completion measured based on actual costs incurred relative to total estimated costs to be incurred over the life of the contract. Recorded revenue and costs are subject to revision as the contract progresses. Such revisions may result in increases or decreases to revenue and income and are reflected in the consolidated financial statements in the periods in which they are first identified. Estimating costs under the Company’s collaboration agreements is complex and involves significant judgment. Factors that must be considered in making estimates include labor productivity and availability, the nature and technical complexity of the work to be performed, potential performance delays, availability and timing of funding from the customer and progress toward completion. Adjustments to original estimates are often required as work progresses and additional information becomes known, even though the scope of the work required under the contract may not change. Any adjustment as a result of a change in estimates is made when facts develop, events become known, or an adjustment is otherwise warranted, such as in the case of contract change orders. The Company has procedures and processes in place to monitor the actual progress of a project against estimates and the Company’s estimates are updated if circumstances are warranted. Performance obligations may include research and development services to be performed by the Company on behalf of the collaboration partner. Revenue is recognized on research and development efforts as the services are performed and presented on a gross basis, since the Company is the principal. Under collaboration agreements, the timing of revenue recognition and contract billings may differ, and result in contract assets and contract liabilities. Contract assets represent revenues recognized in excess of amounts billed under collaboration agreements and are transferred to accounts receivable when billed or billing rights become unconditional. Contract liabilities represent billings in excess of revenues recognized under collaboration agreements. |
Lease Accounting | Lease Accounting At inception of a contract, the Company determines whether an arrangement is or contains a lease. For all leases, the Company determines the classification as either operating leases or finance leases. Operating leases are included in Operating lease right-of-use assets and Operating lease liabilities in our consolidated balance sheets. Lease recognition occurs at the commencement date and lease liability amounts are based on the present value of lease payments over the lease term. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. If a lease does not provide information to determine an implicit interest rate, the Company uses its incremental borrowing rate in determining the present value of lease payments. Right-of-use assets (“ROU assets”) represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments under the lease. ROU assets also include any lease payments made prior to the commencement date and exclude lease incentives received. Operating lease expense is recognized on a straight-line basis over the lease term. The depreciable life of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or purchase option reasonably certain of exercise. Lease agreements with both lease and non-lease components, are generally accounted for together as a single lease component. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Accounting for Income Taxes ASC 740 clarifies the accounting for uncertainty in income taxes recognized in the financial statements and provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The Company’s policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component of tax expense. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes stock-based compensation in accordance with ASC 718, “Compensation—Stock Compensation.” The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. To determine the expected term of the Company’s employee stock options granted, the Company utilized the simplified approach as defined by the Securities and Exchange Commission (the “SEC”) Staff Accounting Bulletin No. 107, “Share-Based Payment.” |
Warrants | Warrants In conjunction with certain financing transactions, the Company issued warrants to purchase the Company’s common stock. The Company determines whether the warrants should be classified as a liability or equity according to ASC 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging |
Research and Development Costs | Research and Development Costs Research and development expenses consist of costs such as salaries and benefits, laboratory supplies, facility costs, consulting fees and fees paid to contract research organizations (“CROs”), clinical trial sites, laboratories, other clinical service providers and contract manufacturing organizations (“CMOs”). Research and development costs are expensed as incurred. |
Comprehensive Loss | Comprehensive loss Comprehensive loss is comprised of the Company’s net loss and other comprehensive income (loss). Unrealized gain (loss) on available-for-sale marketable securities represents the only component of other comprehensive income (loss). |
Clinical Trial Accruals | Clinical Trial Accruals The Company’s preclinical and clinical trials are performed by third-party CROs and/or clinical investigators, and clinical supplies are manufactured by CMOs. Invoicing from these third parties may be monthly based upon services performed or based upon milestones achieved. The Company accrues these expenses based upon its assessment of the status of each clinical trial and the work completed, and upon information obtained from the CROs and CMOs. The Company’s estimates are dependent upon the timeliness and accuracy of data provided by the CROs and CMOs regarding the status and cost of the studies as well as management’s best estimate and may not match the actual services performed by the organizations. This could result in adjustments to the Company’s research and development expenses in future periods. To date the Company has had no significant adjustments. |
Bonus Accruals | Bonus Accruals The Company has bonus programs for eligible employees. Bonuses are determined based on various criteria, including the achievement of corporate, departmental and individual goals. Bonus accruals are estimated based on various factors, including target bonus percentages per level of employee and probability of achieving the goals upon which bonuses are based. The Company’s management periodically reviews the progress made towards the goals under the bonus programs. As bonus accruals are dependent upon management’s judgments of the likelihood of achieving the various goals, it is possible for bonus expense to vary significantly in future periods if changes occur in those management estimates. |
Segments | Segments The Company has one reportable segment and uses one measurement of results of operations to manage its business. All long-lived assets are maintained in the United States. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (Subtopic 470-20: Debt with Conversion and Other Options and Subtopic 815-40: Derivatives and Hedging - Contracts in Entity’s Own Equity). The new guidance simplifies accounting for convertible instruments by removing major separation models, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The amendment is effective for the Company for fiscal years beginning after December 15, 2023. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures” (Topic 740: Income Taxes). The new guidance requires that public entities disclose more consistent categories and greater disaggregation of information in the income tax rate reconciliations and further disaggregate income taxes paid by jurisdiction. The amendment is effective for the Company for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements. |
Research and Development Agre_2
Research and Development Agreements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Research And Development [Abstract] | |
Schedule of Research and Development Revenues Disaggregated by Location | Research and development revenue is attributable to regions based on the location of each of the Company’s collaboration partner’s parent company headquarters. Research and development revenues disaggregated by location were as follows (in thousands): Year Ended December 31, 2023 2022 United States $ 52,625 $ 17,168 Japan — 2,586 Total research and development revenue $ 52,625 $ 19,754 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Assets at Fair Value on Recurring Basis | The following table sets forth the Company’s financial assets (cash equivalents and marketable securities) at fair value on a recurring basis (in thousands) as of December 31, 2023 and 2022: Basis of Fair Value Measurements December 31, 2023 Level 1 Level 2 Level 3 Money market funds $ 11,395 $ 11,395 $ — $ — Total $ 11,395 $ 11,395 $ — $ — Amounts included in: Cash and cash equivalents $ 11,395 Total cash equivalents $ 11,395 Basis of Fair Value Measurements December 31, 2022 Level 1 Level 2 Level 3 Money market funds $ 24,546 $ 24,546 $ — $ — Commercial paper 21,134 — 21,134 — United States Treasury Bills 10,702 — 10,702 — Cash 2,500 2,500 — — Total $ 58,882 $ 27,046 $ 31,836 $ — Amounts included in: Cash and cash equivalents $ 30,023 Marketable securities, current 28,859 Total cash equivalents and marketable securities $ 58,882 |
Summary of Company's Available-for-Sale Securities | The following is a summary of the Company’s available-for-sale securities (in thousands) as of December 31, 2023 and 2022: December 31, 2023 Unrealized Unrealized Fair Cost Basis Gain Loss Value Cash equivalents - money market funds $ 11,395 $ — $ — $ 11,395 December 31, 2022 Unrealized Unrealized Fair Cost Basis Gain Loss Value Cash equivalents - money market funds, commercial paper $ 30,022 $ 1 $ — $ 30,023 Marketable securities, current - commercial paper, Treasury bills 28,926 — (67) 28,859 |
Financial Liabilities at Fair Value on Recurring Basis | The following table sets forth the Company’s financial liabilities (convertible secured contingent value right) at fair value on a recurring basis (in thousands): Basis of Fair Value Measurements December 31, 2023 Level 1 Level 2 Level 3 Conversion right and contingent value right $ 2,702 $ — $ — $ 2,702 Total $ 2,702 $ — $ — $ 2,702 |
Schedule of Fair Value of Warrants Key Inputs | The fair value of these warrants was determined using a Black-Scholes option-pricing model with the following key inputs: June 16, 2023 Risk-free interest rate 3.77 % Expected term (in years) 10.0 Dividend yield — Volatility 80.00 % Stock price $ 0.53 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following (in thousands): December 31, 2023 2022 Laboratory equipment $ 20,695 $ 21,831 Leasehold improvements 12,974 12,971 Furniture and fixtures 518 518 Computer and equipment 254 658 34,441 35,978 Less: Accumulated depreciation (27,048) (21,346) Total property and equipment, net $ 7,393 $ 14,632 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities comprise the following (in thousands): December 31, 2023 December 31, 2022 Accrued liabilities: General and administrative $ 225 $ 855 Clinical trial related costs 3,574 1,327 Non-clinical research and manufacturing operations 404 1,779 Payroll related 60 4,828 Other accrued expenses 16 34 Total Accrued liabilities $ 4,279 $ 8,823 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Changes in the Carrying Amounts of Company's AROs | Changes in the carrying amounts of the Company’s AROs for the years ended December 31, 2023 and 2022 are shown below (in thousands): 2023 2022 Balance at beginning of year $ 1,295 $ 1,625 Revisions in estimated cash flows — (454) Accretion expense 111 124 Balance at end of year $ 1,406 $ 1,295 |
Components of Lease Expense | The components of lease expense for the years ended December 31, 2023 and 2022 were as follows (in thousands): 2023 2022 Operating leases Operating lease expense $ 2,909 $ 2,611 Variable lease expense 553 524 Total operating lease expense $ 3,462 $ 3,135 |
Schedule of Balance Sheets Classification of Leases | The following table summarizes the balance sheet classification of leases as of December 31, 2023 (in thousands): Operating leases Operating lease right-of-use assets $ 9,161 Operating lease liabilities, current 1 $ 2,488 Operating lease liabilities, non-current 9,742 Total operating lease liabilities $ 12,230 1. Included in other current liabilities. |
Schedule of Leases Information | The following table presents other information on leases as of December 31, 2023 and 2022 (in thousands): 2023 2022 Weighted average remaining lease term, operating leases 4.65 years 5.54 years Weighted average discount rate, operating leases 8.21 % 8.21 % |
Schedule of Maturities of Operating Lease Liabilities | Future minimum payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2023 (in thousands): Operating Leases 2024 $ 3,369 2025 3,299 2026 2,564 2027 2,636 2028 2,148 Thereafter 724 Total lease payments 14,740 Less: Imputed interest (2,510) Total lease liabilities $ 12,230 |
Supplemental Cash Flow Information | Supplemental cash flow information related to the Company’s leases were as follows for the years ended December 31, 2023 and 2022 (in thousands): 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows operating leases $ 3,288 $ 3,252 |
Equity Incentive Plans and St_2
Equity Incentive Plans and Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Of Compensation Related Costs Equity Incentives and Sharebased Payments [Abstract] | |
Summary of Stock Option Activity Under Equity Incentive Plan | The following table summarizes information about stock option activity for years ended December 31, 2023 and 2022: Weighted Average Outstanding Options Weighted Average Remaining Aggregate Intrinsic Number of Shares Exercise Price Contractual Term Value (in millions): Balances, December 31, 2021 523,411 $ 153.11 6.72 $ 0.95 Granted 194,679 $ 33.09 Exercised (3,106) $ 10.65 Cancelled (152,106) $ 141.63 Balances, December 31, 2022 562,878 $ 115.50 7.09 $ — Granted 236,651 $ 7.25 Exercised (192) $ 7.20 Cancelled (285,273) $ 88.62 Balances, December 31, 2023 514,064 $ 80.62 7.03 $ — Vested and expected to vest, December 31, 2023 514,064 $ 80.62 7.03 $ — Exercisable at December 31, 2023 302,935 $ 115.92 5.67 $ — |
Stock Options Outstanding and Exercisable by Exercise Price | As of December 31, 2023, stock options outstanding and exercisable by exercise price were as follows: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Range of Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (Years) Price Exercisable Price $ 3.73-6.32 35,149 9.79 $ 5.61 83 $ 4.95 $ 7.20-7.20 79,708 9.11 $ 7.20 8,705 $ 7.20 $ 7.95-10.95 62,747 9.39 $ 9.04 12,402 $ 9.82 $ 12.60-35.25 34,026 3.96 $ 18.91 29,418 $ 18.62 $ 41.55-41.55 57,562 8.12 $ 41.55 26,305 $ 41.55 $ 58.80-80.85 32,766 5.11 $ 70.30 32,555 $ 70.28 $ 94.65-94.65 57,099 4.41 $ 94.65 57,099 $ 94.65 $ 98.55-174.15 52,390 4.85 $ 140.17 50,061 $ 140.19 $ 189.30-210.75 55,727 7.00 $ 209.03 41,151 $ 208.64 $ 217.50-638.55 46,890 6.11 $ 221.20 45,156 $ 221.33 $ 3.73-638.55 514,064 7.03 $ 80.62 302,935 $ 115.92 |
Stock-Based Compensation Expense | Stock-based compensation expense, which consists of the compensation cost for employee stock options and the value of options issued to non-employees for services rendered, was allocated to research and development and general and administrative in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2023 2022 Research and development $ 2,833 $ 6,096 General and administrative 3,869 5,813 Total stock-based compensation $ 6,702 $ 11,909 |
Weighted-Average Fair Value Valuation Assumptions | The fair value of employee stock options was estimated using the following weighted-average assumptions: Year Ended December 31, 2023 2022 Employee Stock Options: Risk-free interest rate 4.10 % 2.35 % Expected term (in years) 6.08 6.08 Dividend yield — — Volatility 77.72 % 88.59 % Weighted-average fair value of stock options granted $ 5.09 $ 24.75 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Income Taxes at Statutory Federal Income Tax Rate to Net Income Taxes | A reconciliation of income taxes at the statutory federal income tax rate to net income taxes included in the accompanying statements of operations is as follows (in thousands): 2023 2022 U.S. federal taxes (benefit) at statutory rate $ (1,709) $ (19,459) State federal income tax benefit 447 (8,653) Permanent differences and other 2 3 Stock compensation 1,792 1,964 Research and development credits (1,426) (2,494) Change in valuation allowance (2,328) 30,619 Change in state rate and carryovers 3,211 (1,927) Total $ (11) $ 53 |
Schedule of Significant Components of Net Deferred Tax Assets | The tax effects of temporary differences that give rise to significant components of the net deferred tax assets are as follows (in thousands): December 31, 2023 2022 Deferred tax assets Net operating loss carryforward $ 58,843 $ 53,957 Interest 304 — Research and development credits 16,630 15,235 Deferred stock compensation 6,982 8,086 Deferred revenue 2,641 16,127 Lease liability 3,561 4,516 Accrued expenses and other 415 1,846 Depreciable and amortizable assets 126 — Capitalized Research & Experimental Expenditures 26,268 19,764 Total deferred tax assets 115,770 119,531 Total deferred tax liabilities Depreciable and amortizable assets — (1,329) Right-of-use asset (2,668) (3,488) Note payable - CVR (716) — Total deferred tax liabilities (3,384) (4,817) Less: Valuation allowance (112,386) (114,714) Net deferred tax assets $ — $ — |
Restructuring Related Expenses
Restructuring Related Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring And Related Activities [Abstract] | |
Summary of Activity for Expenses Related to Restructuring Accruals | Balance, December 31, 2022 $ — Expenses related to the Restructuring 276 Cash payments (276) Balance, December 31, 2023 $ — |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Detail) $ in Thousands | 12 Months Ended | ||
Aug. 11, 2023 | Dec. 31, 2023 USD ($) segment Institution | Dec. 31, 2022 USD ($) | |
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Reverse stock split ratio | 0.067 | ||
Accumulated deficit | $ (452,892) | $ (444,768) | |
Unrestricted cash and cash equivalents | 11,523 | 32,190 | |
Restricted cash included in Other assets | $ 1,315 | $ 2,489 | |
Restricted Cash and Cash Equivalents, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets | |
Number Of Financial Institutions | Institution | 2 | ||
Number of Reportable Segments | segment | 1 | ||
Minimum | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful Life | 3 years | ||
Maximum | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful Life | 5 years | ||
Patents | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Amortization expense | $ 100 | $ 100 | |
Estimated amortization expense - year one | 100 | ||
Estimated amortization expense - year two | 100 | ||
Estimated amortization expense - year three | 100 | ||
Estimated amortization expense - year four | 100 | ||
Estimated amortization expense - year five | 100 | ||
Impairment of patents | $ 0 | $ 400 | |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | General And Administrative Expense | General And Administrative Expense | |
Patents | Other Assets | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Finite-Lived Patents, Gross | $ 600 | $ 700 | |
Revenue | Concentration of Credit Risk and Other Risks and Uncertainties | Takeda Pharmaceuticals Inc | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of total revenues | 0% | 13% | |
Revenue | Concentration of Credit Risk and Other Risks and Uncertainties | Bristol Myers Squibb | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of total revenues | 92% | 87% |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Detail) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock Options, Warrants and Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common shares excluded from the computation of diluted net income/(loss) per share on effect of anti-dilutive | 2,500,000 | 789,000 |
Research and Development Agre_3
Research and Development Agreements - Schedule of Research and Development Revenues Disaggregated by Location (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue Recognition [Line Items] | ||
Total revenue | $ 57,306 | $ 19,754 |
Research and development revenue | ||
Revenue Recognition [Line Items] | ||
Total revenue | 52,625 | 19,754 |
Research and development revenue | UNITED STATES | ||
Revenue Recognition [Line Items] | ||
Total revenue | $ 52,625 | 17,168 |
Research and development revenue | JAPAN | ||
Revenue Recognition [Line Items] | ||
Total revenue | $ 2,586 |
Research and Development Agre_4
Research and Development Agreements - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | 64 Months Ended | ||
Feb. 28, 2021 | Sep. 30, 2018 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Research And Development Collaboration Agreements [Line Items] | ||||||
Revenue from collaborative arrangement | $ 57,306 | $ 19,754 | ||||
Deferred revenue, current | 9,031 | 45,573 | $ 9,031 | |||
Deferred revenue, non-current | 5,904 | |||||
Grants revenue receivable | 250 | 250 | ||||
Research and development revenue | ||||||
Research And Development Collaboration Agreements [Line Items] | ||||||
Revenue from collaborative arrangement | 52,625 | 19,754 | ||||
Bristol Myers Squibb Collaboration Agreement | License Agreement Terms [Member] | Bristol Myers Squibb | ||||||
Research And Development Collaboration Agreements [Line Items] | ||||||
Upfront payment | $ 70,000 | |||||
Transaction price allocated to performance obligations | 70,000 | |||||
Deferred revenue, current | 9,000 | 45,300 | 9,000 | |||
Deferred revenue, non-current | 0 | 5,900 | 0 | |||
Bristol Myers Squibb Collaboration Agreement | License Agreement Terms [Member] | Bristol Myers Squibb | Maximum | ||||||
Research And Development Collaboration Agreements [Line Items] | ||||||
Milestone payments receivable if option is exercised | 874,500 | |||||
Additional milestone payments receivable if option is exercised | $ 450,000 | |||||
Bristol Myers Squibb Collaboration Agreement | License Agreement Terms [Member] | Bristol Myers Squibb | Research and development revenue | ||||||
Research And Development Collaboration Agreements [Line Items] | ||||||
Revenue from collaborative arrangement | 52,600 | 17,200 | ||||
Bristol Myers Squibb Collaboration Agreement | License Agreement Terms, Target Completion | Bristol Myers Squibb | Research and development revenue | ||||||
Research And Development Collaboration Agreements [Line Items] | ||||||
Revenue from collaborative arrangement | $ 25,800 | |||||
Takeda Multi Target Agreement | License Agreement Terms [Member] | Takeda Pharmaceuticals Inc | Research and development revenue | ||||||
Research And Development Collaboration Agreements [Line Items] | ||||||
Revenue from collaborative arrangement | 0 | 2,600 | ||||
Deferred revenue | 0 | 0 | 0 | |||
CPRIT Agreement | Additional Funding Agreement Terms | Cancer Prevention and Research Institute of Texas | Grant | ||||||
Research And Development Collaboration Agreements [Line Items] | ||||||
Revenue from collaborative arrangement | 14,100 | |||||
Deferred revenue, current | 0 | 200 | 0 | |||
Product development grant awarded | $ 15,200 | |||||
Reimbursement amounts submitted in excess of amounts received are recorded as receivables | 4,700 | 0 | ||||
Grants revenue receivable | $ 300 | $ 0 | $ 300 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 11,523 | $ 32,190 |
Marketable securities, current | 28,859 | |
Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 11,395 | 58,882 |
Cash and cash equivalents | 11,395 | 30,023 |
Marketable securities, current | 28,859 | |
Fair Value, Recurring | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 11,395 | 24,546 |
Fair Value, Recurring | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 21,134 | |
Fair Value, Recurring | United States Treasury Bills | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 10,702 | |
Fair Value, Recurring | Cash | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 2,500 | |
Fair Value, Recurring | Basis of Fair Value Measurements, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 11,395 | 27,046 |
Fair Value, Recurring | Basis of Fair Value Measurements, Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 11,395 | 24,546 |
Fair Value, Recurring | Basis of Fair Value Measurements, Level 1 | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Fair Value, Recurring | Basis of Fair Value Measurements, Level 1 | United States Treasury Bills | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Fair Value, Recurring | Basis of Fair Value Measurements, Level 1 | Cash | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 2,500 | |
Fair Value, Recurring | Basis of Fair Value Measurements, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 0 | 31,836 |
Fair Value, Recurring | Basis of Fair Value Measurements, Level 2 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 0 | 0 |
Fair Value, Recurring | Basis of Fair Value Measurements, Level 2 | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 21,134 | |
Fair Value, Recurring | Basis of Fair Value Measurements, Level 2 | United States Treasury Bills | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 10,702 | |
Fair Value, Recurring | Basis of Fair Value Measurements, Level 2 | Cash | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Fair Value, Recurring | Basis of Fair Value Measurements, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 0 | 0 |
Fair Value, Recurring | Basis of Fair Value Measurements, Level 3 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | $ 0 | 0 |
Fair Value, Recurring | Basis of Fair Value Measurements, Level 3 | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Fair Value, Recurring | Basis of Fair Value Measurements, Level 3 | United States Treasury Bills | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 0 | |
Fair Value, Recurring | Basis of Fair Value Measurements, Level 3 | Cash | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Available-for-Sale Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Money Market Funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cost Basis | $ 11,395 | |
Unrealized Gain | 0 | |
Unrealized Loss | 0 | |
Fair Value | $ 11,395 | |
Money Market Funds and Commercial Paper | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cost Basis | $ 30,022 | |
Unrealized Gain | 1 | |
Unrealized Loss | 0 | |
Fair Value | 30,023 | |
Commercial Paper and Treasury Bills | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cost Basis | 28,926 | |
Unrealized Gain | 0 | |
Unrealized Loss | (67) | |
Fair Value | $ 28,859 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Investments Debt And Equity Securities [Abstract] | ||
Proceeds from sale of available-for-sale securities | $ 0 | $ 0 |
Available-for-sale securities, realized gain | $ 0 | $ 0 |
Fair Value Measurements - Conve
Fair Value Measurements - Convertible secured contingent value right (Detail) - Fair Value, Recurring $ in Thousands | Dec. 31, 2023 USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value of financial liabilities | $ 2,702 |
Conversion Right and Contingent Value Right | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value of financial liabilities | 2,702 |
Basis of Fair Value Measurements, Level 1 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value of financial liabilities | 0 |
Basis of Fair Value Measurements, Level 1 | Conversion Right and Contingent Value Right | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value of financial liabilities | 0 |
Basis of Fair Value Measurements, Level 2 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value of financial liabilities | 0 |
Basis of Fair Value Measurements, Level 2 | Conversion Right and Contingent Value Right | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value of financial liabilities | 0 |
Basis of Fair Value Measurements, Level 3 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value of financial liabilities | 2,702 |
Basis of Fair Value Measurements, Level 3 | Conversion Right and Contingent Value Right | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value of financial liabilities | $ 2,702 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent Value Right and Common Stock Warrant Valuation (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 16, 2023 USD ($) item $ / shares shares | Dec. 31, 2023 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Change in valuation of contingent value right | $ (2,457) | |
Issuance of warrants | 2,316 | |
CVR Agreement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Number of components | item | 2 | |
Remaining value convertible | $ 3,000 | |
Expected value of conversion right if rights are not converted into shares | 0 | |
Fair value of conversion right | 3,300 | 1,500 |
Fair value of contingent value liability | 1,900 | $ 1,200 |
Change in valuation of conversion right | 1,800 | |
Change in valuation of contingent value right | $ 700 | |
Warrants to purchase shares of common stock | shares | 340,222 | |
Exercise price of warrant | $ / shares | $ 5.8785 | |
Warrants term | 10 years | |
Issuance of warrants | $ 2,300 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Warrants (Detail) - CVR Agreement | Jun. 16, 2023 $ / shares Y |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 0.0377 |
Expected term (in years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | Y | 10 |
Dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 0 |
Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 0.8000 |
Stock price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | $ / shares | 0.53 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, Gross | $ 34,441 | $ 35,978 |
Less: Accumulated depreciation | (27,048) | (21,346) |
Total property and equipment, net | 7,393 | 14,632 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Gross | 20,695 | 21,831 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Gross | 12,974 | 12,971 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Gross | 518 | 518 |
Computer and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Gross | $ 254 | $ 658 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property Plant And Equipment [Line Items] | ||
Depreciation expense | $ 6.7 | $ 7.7 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Asset retirement obligation, asset | 0.2 | 0.3 |
Non cash adjustments related to asset retirement obligation | $ 0 | $ 0.2 |
Balance Sheet Components - Comp
Balance Sheet Components - Components of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued liabilities: | ||
General and administrative | $ 225 | $ 855 |
Clinical trial related costs | 3,574 | 1,327 |
Non-clinical research and manufacturing operations | 404 | 1,779 |
Payroll related | 60 | 4,828 |
Other accrued expenses | 16 | 34 |
Total Accrued liabilities | $ 4,279 | $ 8,823 |
Borrowing Arrangements and De_2
Borrowing Arrangements and Debt Extinguishment (Detail) | 1 Months Ended | 12 Months Ended | |||
Jun. 16, 2023 USD ($) $ / shares shares | Apr. 30, 2022 USD ($) | May 31, 2020 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||
Gain on extinguishment of debt | $ 1,795,000 | ||||
CVR Agreement | |||||
Debt Instrument [Line Items] | |||||
Remaining value convertible | $ 3,000,000 | ||||
Warrants to purchase shares of common stock | shares | 340,222 | ||||
Exercise price of warrant | $ / shares | $ 5.8785 | ||||
Warrants term | 10 years | ||||
K2 Loan and Security Agreement | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity under loan | $ 45,000,000 | ||||
Loan and security agreement | $ 35,000,000 | ||||
Loan and security agreement, lapsed amount | $ 10,000,000 | ||||
Interest rate | 8.45% | ||||
Amendment fee | $ 300,000 | ||||
K2 Loan and Security Agreement | CVR Agreement | |||||
Debt Instrument [Line Items] | |||||
Aggregate repayment in cash | $ 27,500,000 | ||||
Maximum remaining value | 10,303,646 | ||||
Maximum payment obligation | 25,759,115 | ||||
Additional payment upon change in control | $ 2,500,000 | ||||
Number of shares issued upon conversion of remaining value | shares | 408,267 | ||||
Exercise price of warrant | $ / shares | $ 5.8785 | ||||
Warrants term | 10 years | ||||
K2 Loan and Security Agreement | CVR Agreement | Contingent payment event one | |||||
Debt Instrument [Line Items] | |||||
Payments to be made based on percentage of remaining value | 50% | ||||
K2 Loan and Security Agreement | CVR Agreement | Contingent payment event two | |||||
Debt Instrument [Line Items] | |||||
Payments to be made based on percentage of remaining value | 100% | ||||
K2 Loan and Security Agreement | CVR Agreement | Minimum | |||||
Debt Instrument [Line Items] | |||||
Escalation multiplier | 1 | ||||
K2 Loan and Security Agreement | CVR Agreement | Maximum | |||||
Debt Instrument [Line Items] | |||||
Escalation multiplier | 2.5 | ||||
Remaining value convertible | $ 3,000,000 | ||||
Threshold percentage of outstanding common stock that can be issued | 19.99% | ||||
Warrants to purchase shares of common stock | shares | 340,222 | ||||
K2 Loan and Security Agreement | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 5.20% |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2022 | |
Lessee Lease Description [Line Items] | ||||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | |||
Lessee, operating leases renewal lease term | 7 years | |||
Operating lease liabilities, long term portion | $ 9,742 | $ 12,231 | ||
Revisions in estimated cash flows | 0 | (454) | ||
Leasehold Improvements | ||||
Lessee Lease Description [Line Items] | ||||
Non cash adjustments related to asset retirement obligation | 0 | 200 | ||
Asset retirement obligation, asset | 200 | 300 | ||
Right-of-Use Assets | ||||
Lessee Lease Description [Line Items] | ||||
Non cash adjustments related to asset retirement obligation | $ 0 | $ 300 | ||
Texas | Principal executive office | Scenario, plan | ||||
Lessee Lease Description [Line Items] | ||||
Lessee, operating lease not yet commenced, term of contract | 6 years | 5 years | ||
Operating lease liabilities, long term portion | $ 6,700 | |||
Lessee, Operating Lease, Lease Not yet Commenced, Extension Renewal Term | 7 years | |||
Amount abated in installments from the monthly lease commitments | $ 200 | |||
Minimum | ||||
Lessee Lease Description [Line Items] | ||||
Lessee, operating leases remaining lease term | 3 years | |||
Maximum | ||||
Lessee Lease Description [Line Items] | ||||
Lessee, operating leases remaining lease term | 6 years |
Leases - Changes in Carrying Am
Leases - Changes in Carrying Amount of AROs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Balance at beginning of year | $ 1,295 | $ 1,625 |
Revisions in estimated cash flows | 0 | (454) |
Accretion of asset retirement obligations | 111 | 124 |
Balance at end of year | $ 1,406 | $ 1,295 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease expense | $ 2,909 | $ 2,611 |
Variable lease expense | 553 | 524 |
Total operating lease expense | $ 3,462 | $ 3,135 |
Leases - Schedule of Balance Sh
Leases - Schedule of Balance Sheets Classification of Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating leases | ||
Operating lease right-of-use assets | $ 9,161 | $ 11,132 |
Operating lease liabilities, current | $ 2,488 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | |
Operating lease liabilities, non-current | $ 9,742 | $ 12,231 |
Total operating lease liabilities | $ 12,230 |
Leases - Schedule of Leases Inf
Leases - Schedule of Leases Information (Detail) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted average remaining lease term, operating leases | 4 years 7 months 24 days | 5 years 6 months 14 days |
Weighted average discount rate, operating leases | 8.21% | 8.21% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Detail) $ in Thousands | Dec. 31, 2023 USD ($) |
Lease payments | |
2024 | $ 3,369 |
2025 | 3,299 |
2026 | 2,564 |
2027 | 2,636 |
2028 | 2,148 |
Thereafter | 724 |
Total lease payments | 14,740 |
Less: Imputed interest | (2,510) |
Total lease liabilities | $ 12,230 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows operating leases | $ 3,288 | $ 3,252 |
Commitments and Contingencies (
Commitments and Contingencies (Detail) $ in Millions | Dec. 31, 2023 USD ($) |
Other Commitments [Line Items] | |
Upfront fees unamortized balance included in prepaid asset | $ 0 |
Minimum | |
Other Commitments [Line Items] | |
Estimated purchase obligation | 3.7 |
Maximum | |
Other Commitments [Line Items] | |
Contractual obligation | 32.5 |
Estimated purchase obligation | $ 4 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - K2HV CVR Agreement and Related Warrants (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 16, 2023 USD ($) Y $ / shares shares | Dec. 31, 2023 USD ($) shares | |
Class of Warrant or Right [Line Items] | ||
Issuance of warrants | $ | $ 2,316 | |
CVR Agreement | ||
Class of Warrant or Right [Line Items] | ||
Warrants to purchase shares of common stock | shares | 340,222 | |
Exercise price of warrant | $ / shares | $ 5.8785 | |
Warrants term | 10 years | |
Warrant outstanding | shares | 340,222 | |
Issuance of warrants | $ | $ 2,300 | |
CVR Agreement | Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants measurement input | 0.0377 | |
CVR Agreement | Expected term (in years) | ||
Class of Warrant or Right [Line Items] | ||
Warrants measurement input | Y | 10 | |
CVR Agreement | Dividend yield | ||
Class of Warrant or Right [Line Items] | ||
Warrants measurement input | 0 | |
CVR Agreement | Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants measurement input | 0.8000 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Private Placement and Related Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Aug. 01, 2017 | Jun. 23, 2017 | Nov. 30, 2019 | Dec. 31, 2017 | Dec. 31, 2023 | |
Class of Warrant or Right [Line Items] | |||||
Issuance of warrants | $ 2,316 | ||||
Longitude Ventures Partners I I I L P | Private Placement [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants to purchase shares of common stock | 0.5 | ||||
Exercise price of warrant | $ 102.6345 | ||||
Number of shares sold in private Placement | 386,204 | ||||
Warrant exercisable period | 7 years | ||||
Each unit of shares transaction of common stock | 1 | ||||
Purchase price per unit | $ 103.5720 | ||||
Proceeds from issuance or sale of equity | $ 40,000 | ||||
Common Stock | Private Placement [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Expected dividend rate | 0% | ||||
Common Stock | Longitude Ventures Partners I I I L P | Private Placement [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Issuance of warrants | $ 16,300 | ||||
Warrant outstanding | 193,093 | ||||
Expected term (in years) | 7 years | ||||
Expected volatility | 147% | ||||
Risk-free interest rate | 2.07% | ||||
Common Stock | Wedbush agreement | Private Placement [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise price of warrant | $ 102.6345 | ||||
Warrant exercisable period | 7 years | ||||
Issuance of warrants | $ 400 | ||||
Warrant outstanding | 3,862 | 3,862 | |||
Expected term (in years) | 7 years | ||||
Expected dividend rate | 0% | ||||
Expected volatility | 108% | ||||
Risk-free interest rate | 2.30% | ||||
Common Stock | Takeda Pharmaceuticals Inc | Private Placement [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Proceeds from issuance or sale of equity | $ 20,000 | ||||
Sale of Stock, Price Per Share | $ 102.6345 | ||||
Sale of Stock, Number of Shares Issued in Transaction | 194,866 | ||||
Common Stock | Vertex Pharmaceuticals Inc | |||||
Class of Warrant or Right [Line Items] | |||||
Proceeds from issuance or sale of equity | $ 15,000 | ||||
Sale of Stock, Price Per Share | $ 135 | ||||
Sale of Stock, Number of Shares Issued in Transaction | 111,111 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - July 2023 Private Placement and Related Warrants (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jul. 17, 2023 USD ($) D $ / shares shares | Jul. 12, 2023 tranche | Dec. 31, 2023 USD ($) | Aug. 10, 2023 shares | |
Class of Warrant or Right [Line Items] | ||||
Proceeds from issuance of common stock and prefunded warrants, net offering expenses | $ | $ 18,383 | |||
Threshold percentage of beneficial ownership | 19.99% | |||
July 2023 Private Placement | ||||
Class of Warrant or Right [Line Items] | ||||
Number of tranches | tranche | 2 | |||
Number of calendar days following each closing | D | 30 | |||
Maximum common stock shares to be resold | 2,839,465 | |||
Number of common stock shares to be resold | 1,617,365 | |||
Number of common stock shares issuable upon exercise of Pre-funded warrants | 1,222,100 | |||
July 2023 Private Placement | Minimum | ||||
Class of Warrant or Right [Line Items] | ||||
Number of days following applicable closing | D | 90 | |||
July 2023 Private Placement | Maximum | ||||
Class of Warrant or Right [Line Items] | ||||
Number of days following applicable closing | D | 120 | |||
July 2023 Private Placement | Closing of the initial tranche | ||||
Class of Warrant or Right [Line Items] | ||||
Shares issued | 1,617,365 | |||
Share price | $ / shares | $ 7.05 | |||
Gross proceeds form private placement | $ | $ 20,000 | |||
Proceeds from issuance of common stock and prefunded warrants, net offering expenses | $ | $ 18,400 | |||
July 2023 Private Placement | Prefunded Warrants | Closing of the initial tranche | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrant | $ / shares | $ 0.015 | |||
Price per warrant | $ / shares | $ 7.035 | |||
Warrants to purchase shares of common stock | 1,222,100 |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) - Public Offerings (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Aug. 07, 2020 | Nov. 25, 2019 | Sep. 25, 2018 | Feb. 28, 2021 | Jul. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Class of Warrant or Right [Line Items] | ||||||||
Stock Issued During Period Value New Issues | $ 300,000 | $ 18,383 | ||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||
Underwritten Public Offering | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Shares issued | 628,666 | |||||||
Shares issued, price per share | $ 82.50 | |||||||
Proceeds from issuance of common stock | $ 48,100 | |||||||
2019 Underwritten Public Offering | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Shares issued | 460,000 | |||||||
Shares issued, price per share | $ 120 | |||||||
Proceeds from issuance of common stock | $ 53,400 | |||||||
At-the-market offering | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Proceeds from issuance of common stock | $ 100,000 | $ 48,500 | ||||||
Gross proceeds from common stock | $ 50,000 | |||||||
Public offering | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Shares issued | 400,000 | |||||||
Shares issued, price per share | $ 189.75 | |||||||
Proceeds from issuance of common stock | $ 71,100 | |||||||
Over-Allotment Option [Member] | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Shares issued | 60,000 | 82,000 | ||||||
Series A preferred stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Shares issued | 250 | |||||||
Shares issued, price per share | $ 8 | |||||||
Minimum holding percentage of common stock issued and outstanding upon conversion | 9.99% | |||||||
Convertible preferred stock | 66 | |||||||
Preferred stock beneficial conversion feature intrinsic value | $ 700 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.02 | |||||||
Common Stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Stock Issued During Period Value New Issues | [1] | $ 1 | ||||||
Shares issued | [1] | 1,617,365 | ||||||
Common Stock at Purchase Price of $12.00 Per Share | At-the-market offering | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Shares issued | 240,000 | |||||||
Sale of stock, price per share | $ 180 | |||||||
Common Stock at Purchase Price of $12.70 Per Share | At-the-market offering | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Shares issued | 30,000 | |||||||
Sale of stock, price per share | $ 190.50 | |||||||
[1] Prior period a mounts have been retrospectively adjusted for the 1-for-15 reverse stock split that was effective August 11, 2023 (see Note 1). |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) - Subsequent Common Stock Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Feb. 28, 2018 | Dec. 31, 2023 | |
Class of Warrant or Right [Line Items] | ||
Issuance of warrants | $ 2,316 | |
Term loan facility | Common Stock | Perceptive Credit Holdings I I Limited Partnership | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrant | $ 143.69 | |
Issuance of warrants | $ 1,500 | |
Warrant exercisable period | 7 years | |
Expected term (in years) | 7 years | |
Expected dividend rate | 0% | |
Expected volatility | 105% | |
Risk-free interest rate | 2.80% | |
Class of warrant or right, number of securities called by each warrant or right | 12,666 |
Equity Incentive Plans and St_3
Equity Incentive Plans and Stock Based Compensation - 2018 Equity Incentive Plan (Detail) - shares | 1 Months Ended | 12 Months Ended | |
May 31, 2018 | Dec. 31, 2023 | Apr. 30, 2018 | |
2018 Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise price as a percentage of fair market value of common stock | 100% | ||
Terms of stock options granted | 10 years | ||
Terms of stock options vested | 4 years | ||
Options to purchase shares of common stock available for future grants | 386,600 | ||
Options reserved for issuance transferred to 2018 Equity Incentive Plan | 133,333 | ||
Common stock additional shares may be added to plan in connection in forfeiture or expiration of awards outstanding | 192,341 | ||
Share based compensation arrangement by share based payment award | 4% | ||
2018 Equity Incentive Plan | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share based compensation arrangements | 20% | ||
2009 Stock Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options reserved for issuance transferred to 2018 Equity Incentive Plan | 6,945 | ||
2014 Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options reserved for issuance transferred to 2018 Equity Incentive Plan | 22,336 |
Equity Incentive Plans and St_4
Equity Incentive Plans and Stock Based Compensation - 2004 Employee Stock Purchase Plan (Detail) - 2004 Employee Stock Purchase Plan | 12 Months Ended | ||
Jan. 01, 2017 shares | Dec. 31, 2023 item shares | Dec. 31, 2022 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Additional shares authorized for issuance | 606 | ||
Offering period | 24 months | ||
Number of purchase periods | item | 4 | ||
Purchase period | 6 months | ||
Discount available to eligible employees related to employee stock purchase plan | 85% | ||
Shares purchased by employees under purchase plan | 0 | 0 | |
Options to purchase shares of common stock available for future grants | 576 | 576 |
Equity Incentive Plans and St_5
Equity Incentive Plans and Stock Based Compensation - Summary of Stock Option Activity Under Equity Incentive Plan (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Equity Incentives and Sharebased Payments [Abstract] | |||
Outstanding Options Number of Shares, Beginning Balance | 562,878 | 523,411 | |
Number of Shares, Options granted | 236,651 | 194,679 | |
Number of Shares, Options exercised | (192) | (3,106) | |
Number of shares, Options cancelled | (285,273) | (152,106) | |
Outstanding Options Number of Shares, Ending Balance | 514,064 | 562,878 | 523,411 |
Outstanding Options Number of Shares, Vested and expected to vest, December 31, 2023 | 514,064 | ||
Outstanding Options Number of Shares, Exercisable at December 31, 2023 | 302,935 | ||
Weighted Average Exercise Price, Beginning Balance | $ 115.50 | $ 153.11 | |
Weighted Average Exercise Price, Options granted | 7.25 | 33.09 | |
Weighted Average Exercise Price, Options exercised | 7.20 | 10.65 | |
Weighted Average Exercise Price, Options cancelled | 88.62 | 141.63 | |
Weighted Average Exercise Price, Ending Balance | 80.62 | $ 115.50 | $ 153.11 |
Weighted Average Exercise Price, Vested and expected to vest, December 31, 2023 | 80.62 | ||
Weighted Average Exercise Price, Exercisable at December 31, 2023 | $ 115.92 | ||
Weighted-Average Remaining Contractual Term, Outstanding | 7 years 10 days | 7 years 1 month 2 days | 6 years 8 months 19 days |
Weighted-Average Remaining Contractual Term, Vested and expected to vest, December 31, 2023 | 7 years 10 days | ||
Weighted-Average Remaining Contractual Term, Exercisable at December 31, 2023 | 5 years 8 months 1 day | ||
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 0 | $ 950 |
Aggregate Intrinsic Value, Vested and expected to vest, December 31, 2023 | 0 | ||
Aggregate Intrinsic Value, Exercisable at December 31, 2023 | $ 0 |
Equity Incentive Plans and St_6
Equity Incentive Plans and Stock Based Compensation - Stock Options Outstanding and Exercisable by Exercise Price (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Total intrinsic value of stock options exercised | $ 0 | $ 0 |
Tax benefit realized upon exercise of option | 0 | |
Proceeds from stock option exercises | 1 | 33 |
Equity Incentive Plans | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Proceeds from stock option exercises | $ 0 | $ 0 |
$3.73-6.32 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Range of Exercise Prices | $ 3.73 | |
Range of Exercise Prices | $ 6.32 | |
Number Outstanding | 35,149 | |
Weighted Average Remaining Contractual Life (Years) | 9 years 9 months 14 days | |
Weighted Average Exercise Price | $ 5.61 | |
Number Exercisable | 83 | |
Weighted Average Exercise Price | $ 4.95 | |
7.20-7.20 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Range of Exercise Prices | 7.20 | |
Range of Exercise Prices | $ 7.20 | |
Number Outstanding | 79,708 | |
Weighted Average Remaining Contractual Life (Years) | 9 years 1 month 9 days | |
Weighted Average Exercise Price | $ 7.20 | |
Number Exercisable | 8,705 | |
Weighted Average Exercise Price | $ 7.20 | |
7.95-10.95 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Range of Exercise Prices | 7.95 | |
Range of Exercise Prices | $ 10.95 | |
Number Outstanding | 62,747 | |
Weighted Average Remaining Contractual Life (Years) | 9 years 4 months 20 days | |
Weighted Average Exercise Price | $ 9.04 | |
Number Exercisable | 12,402 | |
Weighted Average Exercise Price | $ 9.82 | |
12.60-35.25 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Range of Exercise Prices | 12.60 | |
Range of Exercise Prices | $ 35.25 | |
Number Outstanding | 34,026 | |
Weighted Average Remaining Contractual Life (Years) | 3 years 11 months 15 days | |
Weighted Average Exercise Price | $ 18.91 | |
Number Exercisable | 29,418 | |
Weighted Average Exercise Price | $ 18.62 | |
41.55-41.55 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Range of Exercise Prices | 41.55 | |
Range of Exercise Prices | $ 41.55 | |
Number Outstanding | 57,562 | |
Weighted Average Remaining Contractual Life (Years) | 8 years 1 month 13 days | |
Weighted Average Exercise Price | $ 41.55 | |
Number Exercisable | 26,305 | |
Weighted Average Exercise Price | $ 41.55 | |
58.80-80.85 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Range of Exercise Prices | 58.80 | |
Range of Exercise Prices | $ 80.85 | |
Number Outstanding | 32,766 | |
Weighted Average Remaining Contractual Life (Years) | 5 years 1 month 9 days | |
Weighted Average Exercise Price | $ 70.30 | |
Number Exercisable | 32,555 | |
Weighted Average Exercise Price | $ 70.28 | |
94.65-94.65 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Range of Exercise Prices | 94.65 | |
Range of Exercise Prices | $ 94.65 | |
Number Outstanding | 57,099 | |
Weighted Average Remaining Contractual Life (Years) | 4 years 4 months 28 days | |
Weighted Average Exercise Price | $ 94.65 | |
Number Exercisable | 57,099 | |
Weighted Average Exercise Price | $ 94.65 | |
98.55-174.15 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Range of Exercise Prices | 98.55 | |
Range of Exercise Prices | $ 174.15 | |
Number Outstanding | 52,390 | |
Weighted Average Remaining Contractual Life (Years) | 4 years 10 months 6 days | |
Weighted Average Exercise Price | $ 140.17 | |
Number Exercisable | 50,061 | |
Weighted Average Exercise Price | $ 140.19 | |
189.30-210.75 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Range of Exercise Prices | 189.30 | |
Range of Exercise Prices | $ 210.75 | |
Number Outstanding | 55,727 | |
Weighted Average Remaining Contractual Life (Years) | 7 years | |
Weighted Average Exercise Price | $ 209.03 | |
Number Exercisable | 41,151 | |
Weighted Average Exercise Price | $ 208.64 | |
217.50-638.55 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Range of Exercise Prices | 217.50 | |
Range of Exercise Prices | $ 638.55 | |
Number Outstanding | 46,890 | |
Weighted Average Remaining Contractual Life (Years) | 6 years 1 month 9 days | |
Weighted Average Exercise Price | $ 221.20 | |
Number Exercisable | 45,156 | |
Weighted Average Exercise Price | $ 221.33 | |
3.73-638.55 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Range of Exercise Prices | 3.73 | |
Range of Exercise Prices | $ 638.55 | |
Number Outstanding | 514,064 | |
Weighted Average Remaining Contractual Life (Years) | 7 years 10 days | |
Weighted Average Exercise Price | $ 80.62 | |
Number Exercisable | 302,935 | |
Weighted Average Exercise Price | $ 115.92 |
Equity Incentive Plans and St_7
Equity Incentive Plans and Stock Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 6,702 | $ 11,909 |
2018 Equity Incentive Plan | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Unrecognized compensation cost related to unvested stock-based awards granted to employees under the equity incentive plans | $ 4,700 | |
Unrecognized compensation cost related to unvested stock-based awards granted to employees under the equity incentive plans, period for recognition | 2 years 4 months 28 days | |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 2,833 | 6,096 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 3,869 | $ 5,813 |
Equity Incentive Plans and St_8
Equity Incentive Plans and Stock Based Compensation - Weighted-Average Fair Value Valuation Assumptions (Detail) - Employee Stock Option - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 4.10% | 2.35% |
Expected term (in years) | 6 years 29 days | 6 years 29 days |
Dividend yield | 0% | 0% |
Volatility | 77.72% | 88.59% |
Weighted-average fair value of stock options granted | $ 5.09 | $ 24.75 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes Disclosure [Line Items] | ||
Income tax provision | $ (11,000) | $ 53,000 |
Change in valuation allowance | (2,300,000) | |
Unrecognized benefits | 0 | 0 |
Accrued interest or penalties | 0 | $ 0 |
State | Research Tax Credit Carryforward [Member] | ||
Income Taxes Disclosure [Line Items] | ||
Research and development credits | $ 2,900,000 | |
Minimum | State | Research Tax Credit Carryforward [Member] | ||
Income Taxes Disclosure [Line Items] | ||
Expiration date of carryforward losses | Jan. 01, 2033 | |
State | ||
Income Taxes Disclosure [Line Items] | ||
Net operating loss carryforwards | $ 35,300,000 | |
Federal | ||
Income Taxes Disclosure [Line Items] | ||
Net operating loss carryforwards | 524,800,000 | |
Operating loss carryforward subject to expire | 286,900,000 | |
Operating loss carryforwards not subject to expire | 237,900,000 | |
Unutilized operating losses | 253,200,000 | |
Federal | Research Tax Credit Carryforward [Member] | ||
Income Taxes Disclosure [Line Items] | ||
Unutilized operating losses | 9,500,000 | |
Research and development credits | $ 23,900,000 | |
Federal | Minimum | ||
Income Taxes Disclosure [Line Items] | ||
Expiration date of carryforward losses | Jan. 01, 2025 | |
Federal | Minimum | Research Tax Credit Carryforward [Member] | ||
Income Taxes Disclosure [Line Items] | ||
Expiration date of carryforward losses | Jan. 01, 2024 | |
Federal | Maximum | ||
Income Taxes Disclosure [Line Items] | ||
Expiration date of carryforward losses | Jan. 01, 2037 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Taxes at Statutory Federal Income Tax Rate to Net Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal taxes (benefit) at statutory rate | $ (1,709) | $ (19,459) |
State federal income tax benefit | 447 | (8,653) |
Permanent differences and other | 2 | 3 |
Stock compensation | 1,792 | 1,964 |
Research and development credits | (1,426) | (2,494) |
Change in valuation allowance due to operations | (2,328) | 30,619 |
Change in state rate and carryovers | 3,211 | (1,927) |
Total | $ (11) | $ 53 |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of Net Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Net operating loss carryforward | $ 58,843 | $ 53,957 |
Interest | 304 | 0 |
Research and development credits | 16,630 | 15,235 |
Deferred stock compensation | 6,982 | 8,086 |
Deferred revenue | 2,641 | 16,127 |
Lease liability | 3,561 | 4,516 |
Accrued expenses and other | 415 | 1,846 |
Depreciable and amortizable assets | 126 | |
Capitalized Research & Experimental Expenditures | 26,268 | 19,764 |
Total deferred tax assets | 115,770 | 119,531 |
Total deferred tax liabilities | ||
Depreciable and amortizable assets | (1,329) | |
Right-of-use asset | (2,668) | (3,488) |
Notes payable - CVR | (716) | |
Total deferred tax liabilities | (3,384) | (4,817) |
Less: Valuation allowance | (112,386) | (114,714) |
Net deferred tax assets | $ 0 | $ 0 |
Employee Benefit Plan (Detail)
Employee Benefit Plan (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Molecular Templates 401(k) Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer discretionary contribution amount | $ 0.2 | $ 0.7 |
Restructuring Related Expense_2
Restructuring Related Expenses - Additional information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring And Related Activities [Abstract] | |
Restructuring reduced the company workforce | 68% |
Expenses related to the Restructuring | $ 276 |
Restructuring Related Expense_3
Restructuring Related Expenses - Summary of Activity for Expenses Related to Restructuring Accruals (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring And Related Activities [Abstract] | |
Expenses related to the Restructuring | $ 276 |
Cash payments | $ (276) |
Subsequent Events (Detail)
Subsequent Events (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Mar. 28, 2024 | Jul. 12, 2023 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | |||
Threshold percentage of beneficial ownership | 19.99% | ||
Proceeds from issuance of common stock and prefunded warrants, net offering expenses | $ 18,383 | ||
Amended And Restated July 2023 Private Placement | Closing of second tranche | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Aggregate purchase price | $ 9,500 | ||
Shares issued | 1,209,612 | ||
Share Price | $ 2.35 | ||
Threshold percentage of beneficial ownership | 19.99% | ||
Proceeds from issuance of common stock and prefunded warrants, net offering expenses | $ 8,900 | ||
Amended And Restated July 2023 Private Placement | Closing of second tranche | March 2024, Prefunded Warrant | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Warrants to purchase shares of common stock | 2,460,559 | ||
Exercise price of warrant | $ 2.349 | ||
Amended And Restated July 2023 Private Placement | Closing of second tranche | March 2024 Common Warrants | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Exercise price of warrant | 2.35 | ||
Price per warrant | $ 0.125 | ||
Warrants term | 5 years | ||
Amended And Restated July 2023 Private Placement | Closing of second tranche | March 2024 Common Warrants | Maximum | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Warrants to purchase shares of common stock | 7,340,342 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (8,124) | $ (92,718) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |