Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 06, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 | |
Entity Address, Address Line Two | 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, $0.001 Par Value Per Share | |
Trading Symbol | MTEM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 6,583,880 | |
Entity Central Index Key | 0001183765 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 6,779 | $ 11,523 |
Prepaid expenses | 1,200 | 2,195 |
Grants revenue receivable | 412 | 250 |
Other current assets | 2,299 | 2,804 |
Total current assets | 10,690 | 16,772 |
Operating lease right-of-use assets | 8,647 | 9,161 |
Property and equipment, net | 6,284 | 7,393 |
Other assets | 1,498 | 2,057 |
Total assets | 27,119 | 35,383 |
Current liabilities: | ||
Accounts payable | 2,681 | 1,523 |
Accrued liabilities | 2,748 | 4,279 |
Deferred revenue, current | 9,031 | |
Other current liabilities | 3,152 | 2,488 |
Total current liabilities | 8,581 | 17,321 |
Operating lease liabilities, long term portion | 9,075 | 9,742 |
Contingent value right liability | 2,158 | 2,702 |
Other liabilities | 1,435 | 1,406 |
Total liabilities | 21,249 | 31,171 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Preferred stock, $0.001 par value per share: Authorized: 2,000,000 shares as of March 31, 2024 and December 31, 2023; Issued and outstanding: 250 shares as of March 31, 2024 and December 31, 2023 | ||
Common stock, $0.001 par value per share: Authorized: 150,000,000 shares as of March 31, 2024 and December 31, 2023; Issued and outstanding: 5,374,268 shares as of March 31, 2024 and December 31, 2023 | 5 | 5 |
Additional paid-in capital | 458,185 | 457,099 |
Accumulated deficit | (452,320) | (452,892) |
Total stockholders' equity | 5,870 | 4,212 |
Total liabilities and stockholders' equity | $ 27,119 | $ 35,383 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 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) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 5,374,268 | 5,374,268 |
Common stock, shares outstanding | 5,374,268 | 5,374,268 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Total revenue | $ 11,086 | $ 36,629 |
Operating expenses: | ||
Research and development | 7,405 | 19,042 |
General and administrative | 3,731 | 5,802 |
Total operating expenses | 11,136 | 24,844 |
Income/(loss) from operations | (50) | 11,785 |
Interest and other income, net | 109 | 455 |
Interest and other expense, net | (31) | (1,395) |
Change in valuation of contingent value right (Note 4) | 544 | |
Net income attributable to common stockholders | $ 572 | $ 10,845 |
Net income per share attributable to common stockholders: | ||
Basic (in dollars per share) | $ 0.11 | $ 2.89 |
Diluted (in dollars per share) | $ 0.08 | $ 2.89 |
Weighted average number of shares used in net income/(loss) per share calculations: | ||
Basic (in shares) | 5,374,268 | 3,756,711 |
Diluted (in shares) | 7,015,864 | 3,756,711 |
Research and development revenue | ||
Total revenue | $ 10,924 | $ 33,627 |
Grant revenue | ||
Total revenue | $ 162 | $ 3,002 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net income | $ 572 | $ 10,845 |
Other comprehensive income: | ||
Unrealized gain on available-for-sale securities | 67 | |
Comprehensive income | $ (572) | $ (10,912) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total | |||
Beginning balance at Dec. 31, 2022 | $ 4 | [1] | $ 429,698 | [1] | $ (66) | $ (444,768) | $ (15,132) | |
Beginning balance (shares) at Dec. 31, 2022 | [1] | 3,756,711 | ||||||
Stock-based compensation | [1] | 2,310 | ||||||
Other comprehensive income/(loss) | 67 | |||||||
Net Income (Loss) | 10,845 | |||||||
Ending balance at Mar. 31, 2023 | $ 4 | [1] | 432,008 | [1] | 1 | (433,923) | (1,910) | |
Ending balance (shares) at Mar. 31, 2023 | [1] | 3,756,711 | ||||||
Beginning balance at Dec. 31, 2023 | $ 5 | [1] | 457,099 | [1] | (452,892) | $ 4,212 | ||
Beginning balance (shares) at Dec. 31, 2023 | 5,374,268 | [1] | 5,374,268 | |||||
Stock-based compensation | [1] | 1,086 | ||||||
Other comprehensive income/(loss) | $ 0 | |||||||
Net Income (Loss) | 572 | |||||||
Ending balance at Mar. 31, 2024 | $ 5 | [1] | $ 458,185 | [1] | $ (452,320) | $ 5,870 | ||
Ending balance (shares) at Mar. 31, 2024 | 5,374,268 | [1] | 5,374,268 | |||||
[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). |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) | Aug. 11, 2023 |
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) | |
Reverse stock split ratio | 0.066 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 572 | $ 10,845 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation, amortization and other | 1,122 | 1,928 |
Stock-based compensation expense | 1,086 | 2,310 |
Amortization of debt discount and accretion related to debt | 234 | |
Accretion of asset retirement obligations | 29 | 27 |
Change in valuation of contingent value right | (544) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 995 | 1,450 |
Grants revenue receivable | (162) | (2,838) |
Other assets | 551 | (1,258) |
Operating lease right-of-use assets and liabilities | (79) | (12) |
Accounts payable | 1,158 | 2,201 |
Accrued liabilities | (1,531) | (3,281) |
Other liabilities | 590 | |
Deferred revenue | (9,031) | (30,967) |
Net cash used in operating activities | (5,244) | (19,361) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (183) | |
Purchase of marketable securities | (2,364) | |
Sales of marketable securities | 28,500 | |
Net cash provided by investing activities | 25,953 | |
Net (decrease)/increase in cash, cash equivalents, and restricted cash | (5,244) | 6,592 |
Cash, cash equivalents and restricted cash, beginning of period | 12,838 | 34,679 |
Cash, cash equivalents and restricted cash, end of period | 7,594 | 41,271 |
Reconciliation of cash, cash equivalents and restricted cash | ||
Cash and cash equivalents | 6,779 | 38,782 |
Restricted cash included in other assets | $ 815 | $ 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 | $ 7,594 | $ 41,271 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 1,111 | |
Non-Cash Investing Activities | ||
Fixed asset additions in accounts payable and accrued expenses | $ 0 | $ 13 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 unaudited condensed 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. The preparation of condensed 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. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim unaudited condensed consolidated financial statements have read or have access to the audited consolidated financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2024. 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 March 31, 2024, the Company had an accumulated deficit of $452.3 million and had unrestricted cash and cash equivalents of $6.8 million. Based on the Company’s unrestricted cash and cash equivalents as of March 31, 2024 and subsequent to the closing of the amended and restated second tranche of the July 2023 Private Placement (as defined below), management anticipates that the Company will be able to fund its planned operating expenses and capital expenditure requirements into the fourth 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 7 “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. Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2024, as compared to the significant accounting policies disclosed in Note 1 “Organization and Summary of Significant Accounting Policies,” to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Cash and Cash Equivalents The Company considers temporary investments having 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 $0.8 million and $1.3 million of restricted cash as of March 31, 2024 and December 31, 2023, 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.” hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: 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. 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 March 31, 2024, 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”). Bristol-Myers Squibb accounted for approximately 99% and 92% of total revenues for the three months ended March 31, 2024 and 2023, respectively. Biologic candidates developed by the Company require approvals or clearances from the U.S. Food and Drug Administration (the “FDA”) 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. 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, including interim periods within those fiscal years, using a modified retrospective approach. The impact of the adoption of this standard did not have a material impact on the Company’s 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 INCOME PER COMMON SHARE
NET INCOME PER COMMON SHARE | 3 Months Ended |
Mar. 31, 2024 | |
NET INCOME PER COMMON SHARE | |
NET INCOME PER COMMON SHARE | NOTE 2 — NET INCOME PER COMMON SHARE Basic net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period utilizing the two-class method. Preferred stockholders participate equally with common stockholders in earnings, but do not participate in losses, and are excluded from the basic net income calculation. Diluted net income per share is computed by giving effect to all potential dilutive common shares, including outstanding 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 convertible preferred stock. The shares excluded from the diluted net income per share calculation were 881,000 and 579,000 for the three months ended March 31, 2024 and 2023, respectively. The effect of those shares was antidilutive under the treasury stock method, as the assumed proceeds of the options and the common warrants per unit were above the Company’s average share price during those periods. The following table provides the calculation of diluted weighted-average shares outstanding: Three Months Ended March 31, 2024 2023 Basic weighted-average shares outstanding 5,374,268 3,756,711 Prefunded Warrants 1,216,663 — Shares issuable under Conversion Right of CVR Agreement 408,267 — Preferred shares 16,666 — Diluted weighted-average shares outstanding 7,015,864 3,756,711 |
RESEARCH AND DEVELOPMENT AGREEM
RESEARCH AND DEVELOPMENT AGREEMENTS | 3 Months Ended |
Mar. 31, 2024 | |
RESEARCH AND DEVELOPMENT AGREEMENTS | |
RESEARCH AND DEVELOPMENT AGREEMENTS | NOTE 3 — RESEARCH AND DEVELOPMENT 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 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 13, 2024, Bristol-Myers Squibb notified the Company 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 have expired (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 three months ended March 31, 2024 and 2023, the Company recognized $10.9 million and $33.6 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, offset by the termination of the BMS Collaboration Agreement and the completion of the remaining research programs and related performance obligations, resulting in recognition of $10.9 million of research and development revenue in the quarter ended March 31, 2024. The Company had zero and $9.0 million of deferred revenue, current, as of March 31, 2024 and December 31, 2023, respectively, related to the BMS Collaboration Agreement. The Company had no deferred revenue, non-current, as of March 31, 2024 and December 31, 2023, related to the BMS Collaboration Agreement. 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 March 31, 2024, the Company has cumulatively recognized $14.3 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 three months ended March 31, 2024 and 2023, the Company recognized grant revenue under this award of $0.2 million and $3.0 million, respectively. Qualified expenditures submitted for reimbursement in excess of amounts received are recorded as receivables in grant revenue receivable. As of March 31, 2024 and December 31, 2023, the Company recorded grant revenue receivable of $0.4 million and $0.3 million, respectively. As of both March 31, 2024 and December 31, 2023, the Company recorded no deferred revenue related to CD38 CPRIT Agreement. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2024 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 4 — FAIR VALUE MEASUREMENTS The following table sets forth the Company’s financial assets (cash equivalents) at fair value on a recurring basis (in thousands): Basis of Fair Value Measurements March 31, 2024 Level 1 Level 2 Level 3 Money market funds $ 5,896 $ 5,896 $ — $ — Total $ 5,896 $ 5,896 $ — $ — Amounts included in: Cash and cash equivalents $ 5,896 Total cash equivalents $ 5,896 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 The Company invests in highly-liquid, investment-grade securities. The following is a summary of the Company’s available-for-sale securities (in thousands): March 31, 2024 Cost Basis Unrealized Gain Unrealized Loss Fair Value Cash equivalents - money market funds $ 5,896 $ — $ — $ 5,896 December 31, 2023 Cost Basis Unrealized Gain Unrealized Loss Fair Value Cash equivalents - money market funds $ 11,395 $ — $ — $ 11,395 As of both March 31, 2024 and December 31, 2023, 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 the three months ended March 31, 2024 and 2023, and no Contingent Value Right and Common Stock Warrant Valuation scenario, the stock price at each event was forecasted to determine if K2VH would convert $3.0 million of the Remaining Value 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 March 31, 2024, the fair value of the Conversion Right and the Contingent Value Right liability was $0.9 million and $1.2 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 three months ended March 31, 2024, the total change in fair value of the Contingent Value Right liability was $0.5 million. 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 March 31, 2024 Level 1 Level 2 Level 3 Conversion right and contingent value right $ 2,158 $ — $ — $ 2,158 Total $ 2,158 $ — $ — $ 2,158 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 The following table is a reconciliation of the change in fair value of the Conversion Right and Contingent Value Right liability for the three months ended March 31, 2024 (in thousands): Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Conversion right and contingent value right liability Total Balance as of December 31, 2023 $ 2,702 $ 2,702 Change in valuation included in net income (544) (544) Balance as of March 31, 2024 $ 2,158 $ 2,158 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 “Derivatives and Hedging,” 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. |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 3 Months Ended |
Mar. 31, 2024 | |
BALANCE SHEET COMPONENTS | |
BALANCE SHEET COMPONENTS | NOTE 5 — BALANCE SHEET COMPONENTS Accrued liabilities consisted of the following (in thousands): March 31, 2024 December 31, 2023 Accrued liabilities: General and administrative $ 291 $ 225 Clinical trial related costs 2,105 3,574 Non-clinical research and manufacturing operations 301 404 Payroll related 43 60 Other accrued expenses 8 16 Total Accrued liabilities $ 2,748 $ 4,279 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | NOTE 6—PROPERTY AND EQUIPMENT Property and equipment consists of the following (in thousands): March 31, December 31, 2024 2023 Laboratory equipment $ 20,695 $ 20,695 Leasehold improvements 12,974 12,974 Furniture and fixtures 518 518 Computer and equipment 254 254 34,441 34,441 Less: Accumulated depreciation (28,157) (27,048) Total property and equipment, net $ 6,284 $ 7,393 Depreciation expense was $1.1 million and $2.0 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the Company had net Asset Retirement Obligation (“ARO”) assets totaling $0.2 million and $0.2 million, respectively. The ARO assets are included in leasehold improvements. |
BORROWING ARRANGEMENTS AND DEBT
BORROWING ARRANGEMENTS AND DEBT EXTINGUISHMENT | 3 Months Ended |
Mar. 31, 2024 | |
BORROWING ARRANGEMENTS AND DEBT EXTINGUISHMENT | |
BORROWING ARRANGEMENTS AND DEBT EXTINGUISHMENT | NOTE 7 — 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, |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
LEASES | |
LEASES | NOTE 8 — 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 two years to less than six years. Leases with an initial term of 12 months or less will not be recorded on the condensed 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 following table summarizes the components of lease expense for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Operating leases Operating lease expense $ 725 $ 727 Variable lease expense 145 104 Total operating lease expense $ 870 $ 831 The following table summarizes the balance sheet classification of leases as of March 31, 2024 (in thousands): March 31, 2024 Operating leases Operating lease right-of-use assets $ 8,647 Operating lease liabilities, current 1 $ 2,561 Operating lease liabilities, non-current 9,075 Total operating lease liabilities $ 11,636 1. Included in other current liabilities. The following table presents other information on leases as of March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 Weighted average remaining lease term, operating leases 4.44 years 4.65 years Weighted average discount rate, operating leases 8.21 % 8.21 % Maturities of lease liabilities were as follows as of March 31, 2024 (in thousands): Operating Leases 2024 (remaining) $ 2,535 2025 3,299 2026 2,564 2027 2,636 2028 2,148 Thereafter 724 Total lease payments $ 13,906 Less: Imputed interest (2,270) Total lease liabilities $ 11,636 Supplemental cash flow information related to the Company’s leases were as follows (in thousands): Three Months Ended March 31, 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows operating leases $ 834 |
CONTRACTUAL COMMITMENTS
CONTRACTUAL COMMITMENTS | 3 Months Ended |
Mar. 31, 2024 | |
CONTRACTUAL COMMITMENTS | |
CONTRACTUAL COMMITMENTS | NOTE 9 — CONTRACTUAL COMMITMENTS The Company has entered into project work orders for each of its clinical trials with clinical research organizations (each, a “CRO”) 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 March 31, 2024. 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 $35.1 million of future services under these agreements as of March 31, 2024, 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 $3.8 million to $4.1 million. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2024 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | NOTE 10 — STOCK-BASED COMPENSATION 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): Three Months Ended March 31, 2024 2023 Research and development $ 376 $ 1,233 General and administrative 710 1,077 Total stock-based compensation $ 1,086 $ 2,310 As of March 31, 2024, the total unrecognized compensation cost related to unvested stock-based awards granted to employees under the Company’s equity incentive plans was approximately $3.7 million. This cost will be recorded as compensation expense on a ratable basis over the remaining weighted average requisite service period of approximately 2.8 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: Three Months Ended March 31, 2024 2023 Employee Stock Options: Risk-free interest rate 3.92 % 3.94 % Expected term (in years) 6.08 6.08 Dividend yield — — Volatility 77.14 % 77.17 % Weighted-average fair value of stock options granted $ 2.50 $ 5.10 Equity Incentive Plans These plans consist of the 2018 Equity Incentive Plan; the 2014 Equity Incentive Plan, as amended; the 2004 Amended and Restated Equity Incentive Plan; and the Amended and Restated 2004 Employee Stock Purchase Plan. As of May 31, 2018, the 2014 Equity Incentive Plan and the 2004 Amended and Restated Equity Incentive Plan were terminated, and no further shares will be granted from those plans. The following table summarizes stock option activity under the Company’s equity incentive plans: Outstanding Options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in millions): 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 $ — Granted 100,298 $ 3.59 Exercised — $ — Cancelled (6,739) $ 27.35 Balances, March 31, 2024 607,623 $ 68.50 — $ — Vested and expected to vest, March 31, 2024 607,623 $ 68.50 7.20 $ — Exercisable at March 31, 2024 330,945 $ 110.50 5.54 $ — The total intrinsic value of stock options exercised during the three months ended both March 31, 2024 and 2023, was zero, as determined at the date of the option exercise. Cash received from stock option exercises was zero, for both the three months ended March 31, 2024 and 2023. The Company issues new shares of common stock upon exercise of options. |
RESTRUCTURING RELATED EXPENSES
RESTRUCTURING RELATED EXPENSES | 3 Months Ended |
Mar. 31, 2024 | |
RESTRUCTURING RELATED EXPENSES | |
RESTRUCTURING RELATED EXPENSES | NOTE 11 – 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. On April 11, 2024, the Company approved a reduction in force, (the “Reduction in Force”) in order to extend its resources to better position the organization and to allow the Company to continue to support its clinical studies for MT-6402, MT-8421 and MT-0169, as further described in Note 13 “Subsequent Events.” For the three months ended March 31, 2024 and 2023, the Company incurred zero and $0.3 million, respectively, in expenses related to the Restructuring, which is included in research and development and general and administrative expenses in the condensed consolidated statement of operations. The expenses related to the Restructuring related to severance pay and other related termination benefits. The following table summarizes the activity for expenses related to the Restructuring accruals, which are included in Accrued liabilities in the Company’s condensed consolidated balance sheets (in thousands): Balance, December 31, 2022 $ — Expenses related to the Restructuring 276 Cash payments (276) Balance, December 31, 2023 $ — Expenses related to the Restructuring — Cash payments — Balance, March 31, 2024 $ — |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 3 Months Ended |
Mar. 31, 2024 | |
STOCKHOLDERS' EQUITY (DEFICIT) | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 12 — 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 7 “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 Derivatives and Hedging 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 provided 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. 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 July 2023 Second Closing of July 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 issued, at closing, common stock, prefunded warrants, and common warrants with an aggregate purchase price of $9.5 million on amended and restated second tranche terms. The closing of the second tranche occurred on April 2, 2024. The second tranche, as amended and restated, consisted 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 were sold at a price of $0.125 per underlying share of common stock and 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 March 2024 Purchasers and customary indemnification rights and obligations of the parties. The second tranche included gross proceeds of approximately $9.5 million and net proceeds, following the payment of related offering expenses, of approximately $8.8 million. The Company has assessed the March 2024 Prefunded Warrants and March 2024 Common Warrants for appropriate equity or liability classification. The March 2024 Prefunded Warrants and March 2024 Common 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 March 2024 Prefunded Warrants and March 2024 Common 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 March 2024 Prefunded Warrants and March 2024 Common 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 a specified percentage limitation (4.99%/9.99%/19.99%) of the Company’s common stock. The Company valued the prefunded stock warrants and common stock warrants at issuance, concluding that their sale price approximated their fair value. Accordingly, the March 2024 Prefunded Warrants and March 2024 Common Warrants are accounted for as a component of additional paid-in capital at the time of issuance on April 2, 2024. 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 agreed to (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. On April 25, 2024, the Company filed with the SEC a registration statement on Form S-3 (File No. 333-278932), which was declared effective by the SEC on May 3, 2024, registering for resale up to 11,010,513 shares of the Company’s common stock, which consist of 1,209,612 shares of the Company’s common stock, 2,460,559 shares of the Company’s common stock issuable upon the exercise of the March 2024 Prefunded Warrants, and 7,340,342 shares of the Company’s common stock issuable upon the exercise of the March 2024 Warrants. Additionally, the Amended and Restated July 2023 Purchase Agreement contains customary representations and warranties and agreements of the Company and the March 2024 Purchasers and customary indemnification rights and obligations of the parties. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 13 — SUBSEQUENT EVENTS Reduction in Force On April 11, 2024, the Company and Board of Directors approved the Reduction in Force in order to extend its resources to better position the organization and to allow the Company to continue to support its clinical studies for MT-6402, MT-8421 and MT-0169. The Reduction in Force reduced the Company’s current workforce by approximately 30%. The Company estimates that it will incur aggregate pre-tax charges of approximately $0.1 million in connection with the Reduction in Force, primarily consisting of legal fees and other related termination costs. The Reduction in Force was completed by the end of April 2024 and the Company expects that the one-time charges will be incurred in the second quarter of 2024. Second Closing of the July 2023 Private Placement As described in Note 12 “Stockholders’ Equity (Deficit) - Second Closing of the July 2023 Private Placement,” the closing of the second tranche of the July 2023 Private Placement occurred on April 2, 2024. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed 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. The preparation of condensed 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. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim unaudited condensed consolidated financial statements have read or have access to the audited consolidated financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2024. 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 March 31, 2024, the Company had an accumulated deficit of $452.3 million and had unrestricted cash and cash equivalents of $6.8 million. Based on the Company’s unrestricted cash and cash equivalents as of March 31, 2024 and subsequent to the closing of the amended and restated second tranche of the July 2023 Private Placement (as defined below), management anticipates that the Company will be able to fund its planned operating expenses and capital expenditure requirements into the fourth 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 7 “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. |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2024, as compared to the significant accounting policies disclosed in Note 1 “Organization and Summary of Significant Accounting Policies,” to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers temporary investments having 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 $0.8 million and $1.3 million of restricted cash as of March 31, 2024 and December 31, 2023, 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.” hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: 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. |
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 March 31, 2024, 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”). Bristol-Myers Squibb accounted for approximately 99% and 92% of total revenues for the three months ended March 31, 2024 and 2023, respectively. Biologic candidates developed by the Company require approvals or clearances from the U.S. Food and Drug Administration (the “FDA”) 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. |
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, including interim periods within those fiscal years, using a modified retrospective approach. The impact of the adoption of this standard did not have a material impact on the Company’s 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 INCOME PER COMMON SHARE (Ta
NET INCOME PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
NET INCOME PER COMMON SHARE | |
Schedule of Weighted Average Number of Shares | The following table provides the calculation of diluted weighted-average shares outstanding: Three Months Ended March 31, 2024 2023 Basic weighted-average shares outstanding 5,374,268 3,756,711 Prefunded Warrants 1,216,663 — Shares issuable under Conversion Right of CVR Agreement 408,267 — Preferred shares 16,666 — Diluted weighted-average shares outstanding 7,015,864 3,756,711 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
FAIR VALUE MEASUREMENTS | |
Financial Assets at Fair Value on Recurring Basis | The following table sets forth the Company’s financial assets (cash equivalents) at fair value on a recurring basis (in thousands): Basis of Fair Value Measurements March 31, 2024 Level 1 Level 2 Level 3 Money market funds $ 5,896 $ 5,896 $ — $ — Total $ 5,896 $ 5,896 $ — $ — Amounts included in: Cash and cash equivalents $ 5,896 Total cash equivalents $ 5,896 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 |
Summary of Company's Available-for-Sale Securities | The following is a summary of the Company’s available-for-sale securities (in thousands): March 31, 2024 Cost Basis Unrealized Gain Unrealized Loss Fair Value Cash equivalents - money market funds $ 5,896 $ — $ — $ 5,896 December 31, 2023 Cost Basis Unrealized Gain Unrealized Loss Fair Value Cash equivalents - money market funds $ 11,395 $ — $ — $ 11,395 |
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 March 31, 2024 Level 1 Level 2 Level 3 Conversion right and contingent value right $ 2,158 $ — $ — $ 2,158 Total $ 2,158 $ — $ — $ 2,158 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 Reconciliation of the Change in Fair Value of the Conversion Right and Contingent Value Right Liability | The following table is a reconciliation of the change in fair value of the Conversion Right and Contingent Value Right liability for the three months ended March 31, 2024 (in thousands): Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Conversion right and contingent value right liability Total Balance as of December 31, 2023 $ 2,702 $ 2,702 Change in valuation included in net income (544) (544) Balance as of March 31, 2024 $ 2,158 $ 2,158 |
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 |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
BALANCE SHEET COMPONENTS | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): March 31, 2024 December 31, 2023 Accrued liabilities: General and administrative $ 291 $ 225 Clinical trial related costs 2,105 3,574 Non-clinical research and manufacturing operations 301 404 Payroll related 43 60 Other accrued expenses 8 16 Total Accrued liabilities $ 2,748 $ 4,279 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
PROPERTY AND EQUIPMENT | |
Schedule of Property and Equipment | Property and equipment consists of the following (in thousands): March 31, December 31, 2024 2023 Laboratory equipment $ 20,695 $ 20,695 Leasehold improvements 12,974 12,974 Furniture and fixtures 518 518 Computer and equipment 254 254 34,441 34,441 Less: Accumulated depreciation (28,157) (27,048) Total property and equipment, net $ 6,284 $ 7,393 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
LEASES | |
Components of Lease Expense | The following table summarizes the components of lease expense for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Operating leases Operating lease expense $ 725 $ 727 Variable lease expense 145 104 Total operating lease expense $ 870 $ 831 |
Schedule of Balance Sheets Classification of Leases | The following table summarizes the balance sheet classification of leases as of March 31, 2024 (in thousands): March 31, 2024 Operating leases Operating lease right-of-use assets $ 8,647 Operating lease liabilities, current 1 $ 2,561 Operating lease liabilities, non-current 9,075 Total operating lease liabilities $ 11,636 1. Included in other current liabilities. |
Schedule of Leases Information | The following table presents other information on leases as of March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 Weighted average remaining lease term, operating leases 4.44 years 4.65 years Weighted average discount rate, operating leases 8.21 % 8.21 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities were as follows as of March 31, 2024 (in thousands): Operating Leases 2024 (remaining) $ 2,535 2025 3,299 2026 2,564 2027 2,636 2028 2,148 Thereafter 724 Total lease payments $ 13,906 Less: Imputed interest (2,270) Total lease liabilities $ 11,636 |
Supplemental Cash Flow Information | Supplemental cash flow information related to the Company’s leases were as follows (in thousands): Three Months Ended March 31, 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows operating leases $ 834 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
STOCK-BASED COMPENSATION | |
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): Three Months Ended March 31, 2024 2023 Research and development $ 376 $ 1,233 General and administrative 710 1,077 Total stock-based compensation $ 1,086 $ 2,310 |
Weighted-Average Fair Value Valuation Assumptions | The fair value of employee stock options was estimated using the following weighted-average assumptions: Three Months Ended March 31, 2024 2023 Employee Stock Options: Risk-free interest rate 3.92 % 3.94 % Expected term (in years) 6.08 6.08 Dividend yield — — Volatility 77.14 % 77.17 % Weighted-average fair value of stock options granted $ 2.50 $ 5.10 |
Summary of Stock Option Activity Under Equity Incentive Plan | The following table summarizes stock option activity under the Company’s equity incentive plans: Outstanding Options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in millions): 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 $ — Granted 100,298 $ 3.59 Exercised — $ — Cancelled (6,739) $ 27.35 Balances, March 31, 2024 607,623 $ 68.50 — $ — Vested and expected to vest, March 31, 2024 607,623 $ 68.50 7.20 $ — Exercisable at March 31, 2024 330,945 $ 110.50 5.54 $ — |
RESTRUCTURING RELATED EXPENSES
RESTRUCTURING RELATED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
RESTRUCTURING RELATED EXPENSES | |
Summary of Activity for Expenses Related to Restructuring Accruals | The following table summarizes the activity for expenses related to the Restructuring accruals, which are included in Accrued liabilities in the Company’s condensed consolidated balance sheets (in thousands): Balance, December 31, 2022 $ — Expenses related to the Restructuring 276 Cash payments (276) Balance, December 31, 2023 $ — Expenses related to the Restructuring — Cash payments — Balance, March 31, 2024 $ — |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail) $ in Thousands | 3 Months Ended | |||
Aug. 11, 2023 | Mar. 31, 2024 USD ($) Institution | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Reverse stock split ratio | 0.066 | |||
Accumulated deficit | $ (452,320) | $ (452,892) | ||
Unrestricted cash and cash equivalents | 6,779 | $ 38,782 | 11,523 | |
Restricted cash included in other assets | $ 815 | $ 2,489 | $ 1,300 | |
Restricted Cash and Cash Equivalents, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets | Other assets | |
Number Of Financial Institutions | Institution | 2 | |||
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 | 99% | 92% |
NET INCOME PER COMMON SHARE (De
NET INCOME PER COMMON SHARE (Detail) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
NET INCOME PER COMMON SHARE | ||
Common shares excluded from the computation of diluted net income/(loss) per share on effect of anti-dilutive | 881,000 | 579,000 |
NET INCOME PER COMMON SHARE - C
NET INCOME PER COMMON SHARE - Calculation of Diluted Weighted-Average Shares Outstanding (Detail) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
NET INCOME PER COMMON SHARE | ||
Basic weighted-average shares outstanding | 5,374,268 | 3,756,711 |
Prefunded Warrants | 1,216,663 | |
Shares issuable under Conversion Right of CVR | 408,267 | |
Preferred shares | 16,666 | |
Basic weighted-average shares outstanding | 7,015,864 | 3,756,711 |
RESEARCH AND DEVELOPMENT AGRE_2
RESEARCH AND DEVELOPMENT AGREEMENTS (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Feb. 28, 2021 | Sep. 30, 2018 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Research And Development Collaboration Agreements [Line Items] | |||||
Revenue from collaborative arrangement | $ 11,086,000 | $ 36,629,000 | |||
Deferred revenue, current | $ 9,031,000 | ||||
Grants revenue receivable | 412,000 | 250,000 | |||
Research and development revenue | |||||
Research And Development Collaboration Agreements [Line Items] | |||||
Revenue from collaborative arrangement | 10,924,000 | 33,627,000 | |||
Bristol Myers Squibb Collaboration Agreement | License Agreement Terms [Member] | Bristol Myers Squibb | |||||
Research And Development Collaboration Agreements [Line Items] | |||||
Upfront payment | $ 70,000,000 | ||||
Transaction price allocated to performance obligations | 70,000,000 | ||||
Deferred revenue, current | 0 | 9,000,000 | |||
Deferred revenue, non-current | 0 | 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 | 874,500,000 | ||||
Additional milestone payments receivable if option is exercised | $ 450,000,000 | ||||
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 | 10,900,000 | 33,600,000 | |||
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 | 10,900,000 | 25,800,000 | |||
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 | 14,300,000 | ||||
Deferred revenue | 0 | 0 | |||
Product development grant awarded | $ 15,200,000 | ||||
Reimbursement amounts submitted in excess of amounts received are recorded as receivables | 200,000 | $ 3,000,000 | |||
Grants revenue receivable | $ 400,000 | $ 300,000 |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Assets at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | $ 6,779 | $ 11,523 | $ 38,782 |
Fair Value, Recurring | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total cash equivalents and marketable securities | 5,896 | 11,395 | |
Cash and cash equivalents | 5,896 | 11,395 | |
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 | 5,896 | 11,395 | |
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 | 5,896 | 11,395 | |
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 | 5,896 | $ 11,395 | |
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 | ||
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 | ||
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 | ||
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 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Company's Available-for-Sale Securities (Detail) - Money Market Funds - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Cost Basis | $ 5,896 | $ 11,395 |
Fair Value | $ 5,896 | $ 11,395 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
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 - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of financial liabilities | $ 2,158 | $ 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 | 2,158 | 2,702 |
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 | 2,158 | 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 | $ 2,158 | $ 2,702 |
FAIR VALUE MEASUREMENTS - Recon
FAIR VALUE MEASUREMENTS - Reconciliation of the Change in Fair Value of the Conversion Right and Contingent Value Right liability (Detail) - Basis of Fair Value Measurements, Level 3 $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | $ 2,702 |
Change in valuation included in net income | (544) |
Ending Balance | 2,158 |
Conversion Right and Contingent Value Right liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | 2,702 |
Change in valuation included in net income | (544) |
Ending Balance | $ 2,158 |
FAIR VALUE MEASUREMENTS - Conti
FAIR VALUE MEASUREMENTS - Contingent Value Right and Common Stock Warrant Valuation (Detail) | 3 Months Ended | ||
Jun. 16, 2023 USD ($) item $ / shares shares | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Change in valuation of contingent value right | $ (544,000) | ||
CVR Agreement | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Number of components | item | 2 | ||
Remaining value convertible | $ 3,000,000 | ||
Expected value of conversion right if rights are not converted into shares | 0 | ||
Fair value of conversion right | 3,300,000 | 900,000 | $ 1,500,000 |
Fair value of contingent value liability | $ 1,900,000 | 1,200,000 | $ 1,200,000 |
Change in valuation of contingent value right | $ 500,000 | ||
Warrants to purchase shares of common stock | shares | 340,222 | ||
Exercise price of warrant | $ / shares | $ 5.8785 | ||
Warrants term | 10 years | ||
Issuance of warrants | $ 2,300,000 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value of Warrants (Detail) | Jun. 16, 2023 Y $ / shares |
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 |
BALANCE SHEET COMPONENTS - Sche
BALANCE SHEET COMPONENTS - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued liabilities: | ||
General and administrative | $ 291 | $ 225 |
Clinical trial related costs | 2,105 | 3,574 |
Non-clinical research and manufacturing operations | 301 | 404 |
Payroll related | 43 | 60 |
Other accrued expenses | 8 | 16 |
Total Accrued liabilities | $ 2,748 | $ 4,279 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, Gross | $ 34,441 | $ 34,441 |
Less: Accumulated depreciation | (28,157) | (27,048) |
Total property and equipment, net | 6,284 | 7,393 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Gross | 20,695 | 20,695 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Gross | 12,974 | 12,974 |
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 | $ 254 |
PROPERTY AND EQUIPMENT - Additi
PROPERTY AND EQUIPMENT - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Property Plant And Equipment [Line Items] | |||
Depreciation expense | $ 1.1 | $ 2 | |
Leasehold Improvements | |||
Property Plant And Equipment [Line Items] | |||
Asset retirement obligation, asset | $ 0.2 | $ 0.2 |
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 ($) | Mar. 31, 2024 | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||
Gain on extinguishment of debt | $ 1,800,000 | |||||
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) | 3 Months Ended |
Mar. 31, 2024 | |
Lessee Lease Description [Line Items] | |
Lessee, Operating Lease, Existence of Option to Extend [true false] | true |
Lessee, operating leases renewal lease term | 7 years |
Minimum | |
Lessee Lease Description [Line Items] | |
Lessee, operating leases remaining lease term | 2 years |
Maximum | |
Lessee Lease Description [Line Items] | |
Lessee, operating leases remaining lease term | 6 years |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
LEASES | ||
Operating lease expense | $ 725 | $ 727 |
Variable lease expense | 145 | 104 |
Total operating lease expense | $ 870 | $ 831 |
LEASES - Schedule of Balance Sh
LEASES - Schedule of Balance Sheets Classification of Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Operating leases | ||
Operating lease right-of-use assets | $ 8,647 | $ 9,161 |
Operating lease liabilities, current | $ 2,561 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | |
Operating lease liabilities, non-current | $ 9,075 | $ 9,742 |
Total operating lease liabilities | $ 11,636 |
LEASES - Schedule of Leases Inf
LEASES - Schedule of Leases Information (Detail) | Mar. 31, 2024 | Dec. 31, 2023 |
LEASES | ||
Weighted average remaining lease term, operating leases | 4 years 5 months 8 days | 4 years 7 months 24 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 | Mar. 31, 2024 USD ($) |
Lease payments | |
2024 (remaining) | $ 2,535 |
2025 | 3,299 |
2026 | 2,564 |
2027 | 2,636 |
2028 | 2,148 |
Thereafter | 724 |
Total lease payments | 13,906 |
Less: Imputed interest | (2,270) |
Total lease liabilities | $ 11,636 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows operating leases | $ 834 |
CONTRACTUAL COMMITMENTS (Detail
CONTRACTUAL COMMITMENTS (Detail) | Mar. 31, 2024 USD ($) |
Other Commitments [Line Items] | |
Upfront fees unamortized balance included in prepaid asset | $ 0 |
Contractual obligation | 35,100,000 |
Minimum | |
Other Commitments [Line Items] | |
Estimated purchase obligation | 3,800,000 |
Maximum | |
Other Commitments [Line Items] | |
Estimated purchase obligation | $ 4,100,000 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 1,086 | $ 2,310 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 376 | 1,233 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 710 | $ 1,077 |
STOCK-BASED COMPENSATION - Weig
STOCK-BASED COMPENSATION - Weighted-Average Fair Value Valuation Assumptions (Detail) - Employee Stock Option - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 3.92% | 3.94% |
Expected term (in years) | 6 years 29 days | 6 years 29 days |
Dividend yield | 0% | 0% |
Volatility | 77.14% | 77.17% |
Weighted-average fair value of stock options granted | $ 2.50 | $ 5.10 |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary of Stock Option Activity Under Equity Incentive Plan (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
STOCK-BASED COMPENSATION | |||
Outstanding Options Number of Shares, Beginning Balance | 514,064 | 562,878 | |
Number of Shares, Options granted | 100,298 | 236,651 | |
Number of Shares, Options exercised | 0 | (192) | |
Number of shares, Options cancelled | (6,739) | (285,273) | |
Outstanding Options Number of Shares, Ending Balance | 607,623 | 514,064 | 562,878 |
Outstanding Options Number of Shares, Vested and expected to vest | 607,623 | ||
Outstanding Options Number of Shares, Exercisable | 330,945 | ||
Weighted Average Exercise Price, Beginning Balance | $ 80.62 | $ 115.50 | |
Weighted Average Exercise Price, Options granted | 3.59 | 7.25 | |
Weighted Average Exercise Price, Options exercised | 0 | 7.20 | |
Weighted Average Exercise Price, Options cancelled | 27.35 | 88.62 | |
Weighted Average Exercise Price, Ending Balance | 68.50 | $ 80.62 | $ 115.50 |
Weighted Average Exercise Price, Vested and expected to vest | 68.50 | ||
Weighted Average Exercise Price, Exercisable | $ 110.50 | ||
Weighted-Average Remaining Contractual Term, Outstanding | 7 years 10 days | 7 years 1 month 2 days | |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 7 years 2 months 12 days | ||
Weighted-Average Remaining Contractual Term, Exercisable | 5 years 6 months 14 days | ||
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 0 | |
Aggregate Intrinsic Value, Vested and expected to vest | 0 | ||
Aggregate Intrinsic Value, Exercisable | $ 0 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation cost related to unvested stock-based awards granted to employees under the equity incentive plans | $ 3.7 | |
Unrecognized compensation cost related to unvested stock-based awards granted to employees under the equity incentive plans, period for recognition | 2 years 9 months 18 days | |
Total intrinsic value of stock options exercised | $ 0 | $ 0 |
Equity Incentive Plans | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Cash received from stock option exercises | $ 0 | $ 0 |
RESTRUCTURING RELATED EXPENSE_2
RESTRUCTURING RELATED EXPENSES - Additional information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
RESTRUCTURING RELATED EXPENSES | |||
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent | 68% | ||
Expenses related to the Restructuring | $ 0 | $ 300 | $ 276 |
RESTRUCTURING RELATED EXPENSE_3
RESTRUCTURING RELATED EXPENSES - Summary of Activity for Expenses Related to Restructuring Accruals (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
RESTRUCTURING RELATED EXPENSES | |||
Expenses related to the Restructuring | $ 0 | $ 300 | $ 276 |
Cash payments | $ (276) |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) - K2HV CVR Agreement and Related Warrants (Details) $ / shares in Units, $ in Millions | Jun. 16, 2023 USD ($) Y $ / shares shares | Mar. 31, 2024 shares |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants measurement input | 0.0377 | |
Expected term (in years) | ||
Class of Warrant or Right [Line Items] | ||
Warrants measurement input | Y | 10 | |
Dividend yield | ||
Class of Warrant or Right [Line Items] | ||
Warrants measurement input | 0 | |
Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants measurement input | 0.8000 | |
CVR Agreement | ||
Class of Warrant or Right [Line Items] | ||
Warrants to purchase shares of common stock | 340,222 | |
Exercise price of warrant | $ / shares | $ 5.8785 | |
Warrants term | 10 years | |
Warrant outstanding | 340,222 | |
Issuance of warrants | $ | $ 2.3 |
STOCKHOLDERS' EQUITY (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) - July 2023 Private Placement and Related Warrants (Details) $ / shares in Units, $ in Millions | Apr. 25, 2024 shares | Mar. 28, 2024 USD ($) $ / shares shares | Aug. 10, 2023 shares | Jul. 17, 2023 USD ($) D $ / shares shares | Jul. 12, 2023 tranche |
July 2023 Private Placement | |||||
Class of Warrant or Right [Line Items] | |||||
Number of tranches | tranche | 2 | ||||
Shares issued | 1,617,365 | ||||
Number of calendar days following each closing | D | 30 | ||||
Maximum common stock shares to be resold | 2,839,465 | ||||
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 | ||||
Proceeds from issuance of common stock and prefunded warrants, net offering expenses | $ | $ 18.4 | ||||
July 2023 Private Placement | Prefunded Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Shares issued | 1,222,100 | ||||
Threshold percentage of beneficial ownership | 19.99% | ||||
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 | ||||
Amended And Restated July 2023 Private Placement | Closing of second tranche | |||||
Class of Warrant or Right [Line Items] | |||||
Shares issued | 1,209,612 | ||||
Share price | $ / shares | $ 2.35 | ||||
Gross proceeds form private placement | $ | $ 9.5 | ||||
Proceeds from issuance of common stock and prefunded warrants, net offering expenses | $ | $ 8.8 | ||||
Threshold percentage of beneficial ownership | 19.99% | ||||
Amended And Restated July 2023 Private Placement | Closing of second tranche | Subsequent Event | |||||
Class of Warrant or Right [Line Items] | |||||
Shares issued | 1,209,612 | ||||
Maximum common stock shares to be resold | 11,010,513 | ||||
Amended And Restated July 2023 Private Placement | March 2024, Prefunded Warrant | Closing of second tranche | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise price of warrant | $ / shares | $ 2.349 | ||||
Warrants to purchase shares of common stock | 2,460,559 | ||||
Amended And Restated July 2023 Private Placement | March 2024, Prefunded Warrant | Closing of second tranche | Subsequent Event | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants to purchase shares of common stock | 2,460,559 | ||||
Amended And Restated July 2023 Private Placement | March 2024 Common Warrants | Closing of second tranche | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise price of warrant | $ / shares | $ 2.35 | ||||
Price per warrant | $ / shares | $ 0.125 | ||||
Warrants term | 5 years | ||||
Amended And Restated July 2023 Private Placement | March 2024 Common Warrants | Closing of second tranche | Subsequent Event | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants to purchase shares of common stock | 7,340,342 | ||||
Amended And Restated July 2023 Private Placement | March 2024 Common Warrants | Closing of second tranche | Maximum | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants to purchase shares of common stock | 7,340,342 |
SUBSEQUENT EVENTS (Detail)
SUBSEQUENT EVENTS (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Apr. 11, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | ||
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent | 68% | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent | 30% | |
Restructuring and Related Cost, Expected Cost | $ 0.1 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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 |