Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 11, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Current Reporting Status | Yes | |
Trading Symbol | VCNX | |
Entity Registrant Name | Vaccinex, Inc. | |
Entity Central Index Key | 0001205922 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 54,856,369 | |
Entity File Number | 001-38624 | |
Entity Tax Identification Number | 16-1603202 | |
Entity Address, Address Line One | 1895 Mount Hope Avenue | |
Entity Address, City or Town | Rochester | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14620 | |
City Area Code | 585 | |
Local Phone Number | 271-2700 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 3,323 | $ 6,391 |
Accounts receivable | 175 | |
Prepaid expenses and other current assets | 1,095 | 912 |
Total current assets | 4,418 | 7,478 |
Property and equipment, net | 207 | 189 |
Operating lease right-of-use asset | 270 | 310 |
TOTAL ASSETS | 4,895 | 7,977 |
Current liabilities: | ||
Accounts payable | 1,093 | 1,518 |
Accrued expenses | 975 | 781 |
Current portion of long-term debt | 75 | 74 |
Operating lease liability | 167 | 164 |
Total current liabilities | 2,310 | 2,537 |
Long-term debt | 82 | 101 |
Operating lease liability, net of current portion | 103 | 146 |
TOTAL LIABILITIES | 2,495 | 2,784 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity (deficit): | ||
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized as of March 31, 2023, and December 31, 2022; 54,857,221 and 49,881,613 shares issued as of March 31, 2023 and December 31, 2022, respectively; 54,856,369 and 49,880,761 shares outstanding as of March 31, 2023 and December 31, 2022, respectively | 5 | 5 |
Additional paid-in capital | 327,044 | 324,875 |
Treasury stock, at cost; 852 shares of common stock as of March 31, 2023 and December 31, 2022, respectively | (11) | (11) |
Accumulated deficit | (324,638) | (319,676) |
TOTAL STOCKHOLDERS’ EQUITY | 2,400 | 5,193 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 4,895 | $ 7,977 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 54,857,221 | 49,881,613 |
Common stock, shares outstanding | 54,856,369 | 49,880,761 |
Treasury stock, common shares | 852 | 852 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 550,000 | |
Costs and expenses: | ||
Research and development | 3,812,000 | $ 2,966,000 |
General and administrative | 1,724,000 | 1,628,000 |
Total costs and expenses | 5,536,000 | 4,594,000 |
Loss from operations | (4,986,000) | (4,594,000) |
Interest expense | 0 | (1,000) |
Other income (expense), net | 24,000 | |
Loss before provision for income taxes | (4,962,000) | (4,595,000) |
Provision for income taxes | 0 | 0 |
Comprehensive loss | $ (4,962,000) | $ (4,595,000) |
Net loss per share attributable to Vaccinex, Inc. common stockholders, basic | $ (0.10) | $ (0.12) |
Net loss per share attributable to Vaccinex, Inc. common stockholders, diluted | $ (0.10) | $ (0.12) |
Weighted-average shares used in computing net loss per share attributable to Vaccinex, Inc. common stockholders, basic | 49,880,761 | 38,758,283 |
Weighted-average shares used in computing net loss per share attributable toVaccinex, Inc. common stockholders, diluted | 49,880,761 | 38,758,283 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit |
Balance at Dec. 31, 2021 | $ 7,412 | $ 3 | $ 307,281 | $ (11) | $ (299,861) |
Balance, Shares at Dec. 31, 2021 | 30,801,962 | 852 | |||
Issuance of Common Shares | 13,230 | $ 1 | 13,229 | ||
Issuance of Common Shares, Shares | 11,862,941 | ||||
Stock-based compensation | 141 | 141 | |||
Net loss | (4,595) | (4,595) | |||
Balance at Mar. 31, 2022 | 16,188 | $ 4 | 320,651 | $ (11) | (304,456) |
Balance, Shares at Mar. 31, 2022 | 42,664,903 | 852 | |||
Balance at Dec. 31, 2022 | 5,193 | $ 5 | 324,875 | $ (11) | (319,676) |
Balance, Shares at Dec. 31, 2022 | 49,881,613 | 852 | |||
Issuance of Common Shares | 2,040 | 2,040 | |||
Issuance of Common Shares, Shares | 4,975,608 | ||||
Stock-based compensation | 129 | 129 | |||
Net loss | (4,962) | (4,962) | |||
Balance at Mar. 31, 2023 | $ 2,400 | $ 5 | $ 327,044 | $ (11) | $ (324,638) |
Balance, Shares at Mar. 31, 2023 | 54,857,221 | 852 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,962,000) | $ (4,595,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 31,000 | 41,000 |
Stock-based compensation | 129,000 | 141,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 175,000 | |
Prepaid expenses and other current assets | (183,000) | (147,000) |
Accounts payable | (425,000) | (472,000) |
Accrued expenses | 195,000 | 35,000 |
Net cash used in operating activities | (5,040,000) | (4,996,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (49,000) | |
Net cash used in investing activities | (49,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 3,519,000 | |
Payments of long-term debt | (19,000) | (19,000) |
Proceeds from private offering of common stock | 2,040,000 | 9,710,000 |
Net cash provided by financing activities | 2,021,000 | 13,210,000 |
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS | (3,068,000) | 8,214,000 |
CASH AND CASH EQUIVALENTS–Beginning of period | 6,391,000 | 8,589,000 |
CASH AND CASH EQUIVALENTS–End of period | $ 3,323,000 | $ 16,803,000 |
Company and Nature of Business
Company and Nature of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Company and Nature of Business | Note 1. COMPANY AND NATURE OF BUSINESS Vaccinex, Inc. (together with its subsidiaries, the “Company”) was incorporated in Delaware in April 2001 and is headquartered in Rochester, New York. The Company is a clinical-stage biotechnology company engaged in the discovery and development of targeted biotherapeutics to treat serious diseases and conditions with unmet medical needs, including neurodegenerative diseases, cancer, and autoimmune disorders. Since its inception, the Company has devoted substantially all of its efforts toward product research, manufacturing and clinical development, and raising capital. The Company is subject to a number of risks and uncertainties common to other early-stage biotechnology companies including, but not limited to, dependency on the successful development and commercialization of its product candidates, rapid technological change and competition, dependence on key personnel and collaborative partners, uncertainty of protection of proprietary technology and patents, clinical trial uncertainty, fluctuation in operating results and financial performance, the need to obtain additional funding, compliance with governmental regulations, technological and medical risks, management of growth and effectiveness of marketing by the Company. If the Company does not successfully commercialize or partner any of its product candidates, it will be unable to generate product revenue or achieve profitability. Going Concern These condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such a time it can generate significant revenue from the commercialization of its product candidates. The Company had negative cash flow from operations of $ 5.0 million for the three months ended March 31, 2023, and an accumulated deficit of $ 324.6 million as of March 31, 2023. Given the Company’s projected operating requirements and its existing cash and cash equivalents, the Company is projecting insufficient liquidity to sustain its operations through one year following the date that the condensed consolidated financial statements are issued. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, management is currently evaluating different strategies to obtain the required funding of future operations. Financing strategies may include, but are not limited to, the public or private sale of equity, debt financing or funds from other capital sources, such as government funding, collaborations, strategic alliances, divestment of non-core assets, or licensing arrangements with third parties. There can be no assurances that the Company will be able to secure additional financing, or if available, that it will be sufficient to meet its needs or on favorable terms. Because management’s plans have not yet been finalized and are not within the Company’s control, the implementation of such plans cannot be considered probable. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements reflect the accounts and operations of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information (Accounting Standards Codification (“ASC”) 270, Interim Reporting) and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these financial statements do not include all of the information necessary for a full presentation of financial position, results of operations, and cash flows in conformity with GAAP. In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of the Company for the periods presented. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023. Use of Estimates These condensed consolidated financial statements have been prepared in conformity with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amount of expenses during the reporting period. Such management estimates include those relating to assumptions used in the valuation of stock option awards, and valuation allowances against deferred income tax assets. Actual results could differ from those estimates. Concentration of Credit Risk, Other Risks and Uncertainties The Company is subject to a number of risks, including, but not limited to, the lack of available capital; the possible delisting of our common stock from Nasdaq, possible failure of preclinical testing or clinical trials; inability to obtain regulatory approval of product candidates; competitors developing new technological innovations; potential interruptions in the manufacturing and commercial supply operations; unsuccessful commercialization strategy and launch plans for its proprietary drug candidates; risks inherent in litigation, including purported class actions; market acceptance of the Company’s products; and protection of proprietary technology. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash equivalents are deposited in interest-bearing money market accounts. Although the Company deposits its cash with multiple financial institutions, cash balances may occasionally be in excess of the amounts insured by the Federal Deposit Insurance Corporation. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. The Company has historically raised capital in transactions with investors that include members of its board of directors and entities controlled by certain board members. As such, the Company's directors, directly and indirectly, control a significant ownership percentage of the Company. The Company can provide no assurances that future financing will be available in sufficient amounts or on terms acceptable to it or that its directors or entities controlled by certain board members will be willing or able to participate in future capital raises by the Company. The Company depends on third-party manufacturers for the manufacture of drug substances and drug product for clinical trials. The Company also relies on certain third parties for its supply chain. Disputes with these third- party manufacturers or shortages in goods or services from third-party suppliers could delay the manufacturing of the Company’s product candidates and adversely impact its results of operations. Recently Issued Accounting Pronouncements In the normal course of business, the Company evaluates all new Accounting Standards Updates ("ASU") and other accounting pronouncements issued by the Financial Accounting Standards Board ("FASB"), Securities and Exchange Commission ("SEC"), or other authoritative accounting bodies to determine the potential impact they may have on its condensed consolidated financial statements. The Company does not expect any of the recently issued accounting pronouncements, which have not already been adopted, to have a material impact on its condensed consolidated financial statements. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Note 3. BALANCE SHEET COMPONENTS Property and Equipment Property and equipment consist of the following (in thousands): As of As of Leasehold improvements $ 3,259 $ 3,259 Research equipment 3,542 3,515 Furniture and fixtures 350 350 Computer equipment 343 321 Property and equipment, gross 7,494 7,445 Less: accumulated depreciation and amortization ( 7,287 ) ( 7,256 ) Property and equipment, net $ 207 $ 189 Depreciation expense related to property and equipment was $ 31,000 and $ 41,000 for the three months ended March 31, 2023 and 2022, respectively. Accrued Expenses Accrued expenses consist of the following (in thousands): As of As of Accrued clinical trial cost $ 486 $ 335 Accrued payroll and related benefits 291 308 Accrued consulting and legal 196 127 Accrued other 2 11 Accrued expenses $ 975 $ 781 |
Fair Value Measurements of Fina
Fair Value Measurements of Financial Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements of Financial Measurements | Note 4. FAIR VALUE MEASUREMENTS OF FINANCIAL MEASUREMENTS Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Assets and liabilities recorded at fair value on a nonrecurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Financial instruments consist of cash, accounts receivable, accounts payable, accrued liabilities, and long-term debt. Cash, accounts receivable, accounts payable, accrued liabilities, and debt, are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date of such amounts. Assets and Liabilities Measured at Fair Value on a Recurring Basis Fair value measurement standards also apply to certain financial assets and liabilities that are measured at fair value on a recurring basis (each reporting period). For the Company, these financial assets and liabilities include its cash equivalents deposited in money market funds. The Company does not have any nonfinancial assets or liabilities that are measured at fair value on a recurring basis. The assets’ or liabilities’ fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The following table sets forth the fair value of the Company’s financial assets by level within the fair value hierarchy (in thousands): As of March 31, 2023 Fair Value Level 1 Level 2 Level 3 Financial Assets: Cash equivalents: Money market fund $ 12 $ 12 $ - $ - Total Financial Assets $ 12 $ 12 $ - $ - As of December 31, 2022 Fair Value Level 1 Level 2 Level 3 Financial Assets: Cash equivalents: Money market fund $ 3,975 $ 3,975 $ - $ - Total Financial Assets $ 3,975 $ 3,975 $ - $ - The Company did no t transfer any assets measured at fair value on a recurring basis to or from Level 1 and Level 2 during either of the three months ended March 31, 2023 and 2022. |
Collaboration Agreements
Collaboration Agreements | 3 Months Ended |
Mar. 31, 2023 | |
Collaboration Agreements [Abstract] | |
Collaboration Agreements | Note 5. COLLABORATION AGREEMENTS Surface Oncology, Inc. In November 2017, the Company entered into a research collaboration and license option agreement with Surface Oncology, Inc. (“Surface”) to identify and select antibodies against two target antigens, using the Company’s proprietary technology as described in the agreement. Under the agreement, Surface may purchase exclusive options, exercisable by providing a written notice to the Company, to obtain (i) an exclusive product license to make, use, sell and import products incorporating antibodies targeting the first antigen and (ii) an exclusive research tool license to use antibodies targeting the second antigen to perform research. Surface purchased the first option and exercised the second option and entered into an exclusive research tool license agreement with Surface in the third quarter of 2019. Under the research collaboration and license option agreement, Surface paid an upfront technology access fee of $ 250,000 and makes milestone payments upon completion of each of four designated milestones for the first target antigen specified in the agreement. For the second target antigen, Surface is obligated to make payments to the Company based on time incurred by the Company in the conduct of the work plan described in the agreement. Surface is required to reimburse the Company for expenses incurred (i) in the conduct of the work plan as detailed in the research funding budget and (ii) for patent filings and prosecution of the Company’s program intellectual property as described in the agreement. The exercise of each option would also entail a license fee and annual maintenance fees, and in the case of the product license, royalties and additional milestone payments. This agreement will expire upon the latest of the expiration of both research programs and all evaluation and testing periods. During the three months ended March 31, 2023, the Company recorded $ 500,000 of revenue for achievement of a milestone event. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6. COMMITMENTS AND CONTINGENCIES Nasdaq Deficiency Notice On October 10, 2022, the Company received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is no longer in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed companies to maintain a minimum bid price of $ 1.00 per share. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company received a second 180 -day compliance period, or until October 9, 2023, to regain compliance with the minimum bid price requirement. If our common stock maintains a closing bid price of at least $ 1.00 per share for a minimum of 10 consecutive business days during the 180-day compliance period, we will automatically regain compliance. In the event we do not regain compliance with the $ 1.00 bid price requirement by October 9, 2023, Nasdaq will provide notice that the Company’s common stock will become subject to delisting. In the event the Company receives notice that its common stock is being delisted, Nasdaq rules permit the Company to appeal any delisting determination by the Nasdaq staff to a Hearings Panel. Other Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. In the normal course of business, the Company may become involved in legal proceedings. The Company will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. As of March 31, 2023 and December 31, 2022 the Company was not involved in any material legal proceedings. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 7. LEASES The Company leases its facilities from 1895 Management, Ltd., a New York corporation controlled by an entity affiliated with a director of the Company, under non-cancellable operating leases. Following entry into a lease extension agreement in August 2022, the lease agreement requires monthly rental payments of $ 15,048 through October 31, 2024. The Company is responsible for all maintenance, utilities, insurance and taxes related to the facility. The Company has elected the practical expedient on not separating lease components from non-lease components. The Company accounts for its leases under ASC 842, Leases. Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheet. The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and lease liabilities are recognized based on the present value of lease payments over the lease term. The leases do not provide an implicit rate so in determining the present value of lease payments, the Company its incremental borrowing rate for the applicable lease, which was 7.0 %. The Company recognizes lease expense on a straight-line basis over the remaining lease term. As of March 31, 2023, the future minimum payments for the operating leases total $ 285,916 , less imputed interest of $ 16,019 , for an operating lease liability of $ 269,897 as of March 31, 2023. For the three months ended March 31, 2023 and 2022, cash paid for amounts included in the measurement of lease liabilities was $ 45,144 and $ 43,500 , respectively. Rent expense incurred under the operating lease for the three months ended March 31, 2023 and 2022 was $ 45,144 and $ 43,500 respectively and is a component of general and administrative expense. |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Instruments [Abstract] | |
Long-term Debt | Note 8. LONG-TERM DEBT On May 8, 2020, the Company received a loan under the Small Business Administration's Paycheck Protection Program (the "PPP Loan") in the amount of $ 1,133,600 . The PPP Loan originally matured on May 8, 2022 , with no principal payments required prior to the maturity date, and bearing interest at an annual rate of 1.0 %, with interest payments commencing on November 8, 2020 , less the amount of any potential forgiveness. On November 8, 2021, the Company was awarded loan forgiveness of $ 876,171 and the remaining balance of the loan was refinanced. The loan has a maturity date of May 8, 2025 , bears interest of 1 %, and is being repaid in monthly payments of $ 6,334 . The Company has recorded interest expense of $ 423 and $ 668 for the three months ended March 31, 2023 and 2022, respectively on its condensed consolidated statements of operations and comprehensive loss. |
Common Stock Reserved For Issua
Common Stock Reserved For Issuance | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Common Stock Reserved For Issuance | Note 9. COMMON STOCK RESERVED FOR ISSUANCE Common stock has been reserved for the following potential future issuance: As of As of Shares underlying outstanding stock options 2,404,200 1,784,093 Shares available for future stock option grants 823,331 382,816 Total shares of common stock reserved 3,227,531 2,166,909 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 10. STOCK-BASED COMPENSATION 2011 Employee Equity Plan In connection with the adoption of the Company’s 2018 Omnibus Incentive Plan (the “2018 Plan”) in August 2018, the Company ceased granting stock options under the Company’s 2011 Employee Equity Plan (the “2011 Plan”). However, the 2011 Plan will continue to govern the terms and conditions of the outstanding stock options previously granted thereunder. Any shares of stock related to awards outstanding under the 2011 Plan that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares will become available for grant under the 2018 Plan. Stock options granted under the 2011 Plan expire in five or ten years from the date of grant. 2018 Omnibus Incentive Plan In August 2018, the Company’s board of directors adopted, and its stockholders approved, the 2018 Plan, which allows for the granting of stock, stock options, and stock appreciation rights awards to employees, advisors and consultants. Stock options granted under the 2018 Plan may be either incentive stock options or non-statutory stock options. Incentive stock options may be granted to employees, advisors and consultants at exercise prices of no less than the fair value of the common stock on the grant date. If at the time of grant, the optionee owns stock representing more than 10 % of the voting power of all classes of stock of the Company, the exercise price must be at least 110 % of the fair value of the common stock on the grant date as determined by the board of directors. Non-statutory stock options may be granted to employees, advisors and consultants at exercise prices of less than the fair market value of a share of common stock on the date the non-statutory stock option is granted but shall under no circumstances be less than adequate consideration as determined by the board of directors for such a share. The vesting period of stock option grants is determined by the board of directors, ranging from zero to eight years . Stock options granted under the 2018 Plan expire in five or ten years from the date of grant. The Company initially reserved 425,000 shares of common stock for issuance, subject to certain adjustments, pursuant to awards under the 2018 Plan. Any shares of common stock related to awards outstanding under the 2011 Plan as of the effective date of the 2018 Plan, which thereafter terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares, will be added to, and included in, the number of shares of common stock available for grant under the 2018 Plan. In addition, effective January 1, 2020 and continuing until the expiration of the 2018 Plan, the number of shares of common stock available for issuance under the 2018 Plan will automatically increase annually by 2 % of the total number of issued and outstanding shares of the Company’s common stock as of December 31 st of the immediately preceding year or such lesser number as the Company’s board of directors may decide, which may be zero. Accordingly, on January 1, 2023, 997,615 additional shares of common stock became available for issuance under the 2018 Plan. A summary of the Company’s stock option activity and related information is as follows: Stock Weighted- Weighted- Aggregate Balance as of January 1, 2023 1,784,093 $ 3.98 7.1 $ 4 Granted 620,107 0.40 Exercised - - $ - Forfeited ( 3,187 ) 6.01 Expired ( 59,820 ) 14.90 Balance as of March 31, 2023 2,341,193 $ 2.75 7.9 $ - Exercisable as of March 31, 2023 1,022,423 $ 4.86 6.1 $ - The weighted-average grant date fair value of stock options granted to employees and directors for the three months ended March 31, 2023 and 2022 was $ 0.29 per share and $ 0.87 per share, respectively. The aggregate grant date fair value of stock options that vested during the three months ended March 31, 2023 and 2022 was $ 121,585 and $ 224,374 , respectively. The intrinsic value of stock options vested and exercisable and expected to vest and become exercisable is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of March 31, 2023 and December 31, 2022. The intrinsic value of exercised stock options is the difference between the fair value of the underlying common stock and the exercise price as of the exercise date. As of March 31, 2023 and December 31, 2022, total unrecognized compensation cost related to stock options granted to employees was $ 612,848 and $ 561,198 , respectively, which is expected to be recognized over a weighted-average period of 3.4 and 2.1 years, respectively. The grant date fair value of employee stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions: Three Months Ended March 31, 2023 2022 Expected term (in years) 6.0 6.0 Expected volatility 75 % 75 % Risk-free interest rate 3.9 % 1.8 % Expected dividend yield - % - % Total stock-based compensation expense recognized in the condensed consolidated statements of operations and comprehensive loss is as follows (in thousands): Three Months Ended March 31, 2023 2022 Research and development $ 51 $ 42 General and administrative 78 99 Total stock-based compensation expense $ 129 $ 141 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. INCOME TAXES No provision for income taxes was recorded in either of the three month periods ended March 31, 2023 and 2022. The Company remains in a cumulative loss position with a full valuation allowance recorded against its net deferred income tax assets as of March 31, 2023. The Company evaluates tax positions for recognition using a more-likely-than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information. As of March 31, 2023 and December 31, 2022, the Company had no unrecognized income tax benefits that would affect the Company’s effective tax rate if recognized. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Note 12. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented as they had an anti-dilutive effect: Three Months Ended March 31, 2023 2022 Options to purchase common stock 1,784,093 1,153,444 |
Segment and Geographical Inform
Segment and Geographical Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Note 13. SEGMENT AND GEOGRAPHIC INFORMATION The Company’s chief operating decision maker, its Chief Executive Officer, reviews its operating results on an aggregate basis for purposes of allocating resources and evaluating financial performance. The Company has one business activity, the discovery and development of targeted biotherapeutics to treat serious diseases and conditions with unmet medical needs, and there are no segment managers who are held accountable for operations or operating results. Accordingly, the Company operates in one reportable segment. As of March 31, 2023 and December 31, 2022, all long-lived assets are located in the United States. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14. RELATED PARTY TRANSACTIONS As discussed in Note 7, the Company leases its facility from 1895 Management, Ltd., a New York corporation controlled by an entity affiliated with the Company’s chairman and major stockholder of the Company. Rent expense incurred under the operating lease was $ 45,144 and $ 43,500 for each of the three month periods ended March 31, 2023 and 2022. As discussed in Note 5, in November 2017, the Company entered into a research collaboration and license option agreement with Surface to identify and select antibodies against two target antigens, using the Company’s proprietary technology as described in the agreement. J. Jeffrey Goater, a former member of the Company’s board of directors, served as the Chief Business Officer of Surface at that time, and currently serves as the Chairman of the Board of Surface. During the three months ended March 31, 2023, the Company recorded $ 500,000 of revenue for achievement of a milestone event. This agreement will expire upon the latest of the expiration of both research programs and all evaluation and testing periods. On January 31, 2022 , the Company entered into a stock purchase agreement pursuant to which the Company issued and sold to certain investors 8,747,744 shares of its common stock at a purchase price of $ 1.11 per share for aggregate gross proceeds of $ 9.7 million (“the January 2022 Private Placement”). FCMI Parent Co. ("FCMI") and Friedberg Global-Macro Hedge Fund Ltd. each purchased 1,801,801 shares of our common stock for an aggregate purchase price of $ 3,999,998 . Albert D. Friedberg, the Company’s chairman and beneficial owner of a majority of the Company’s outstanding common stock, controls FCMI, the Company's largest stockholder, and Friedberg Mercantile Group, the investment manager of the Friedberg Global-Macro Hedge Fund Ltd., which exercises voting and dispositive power over shares held directly by Friedberg Global-Macro Hedge Fund Ltd. Vaccinex (Rochester) L.L.C., which is majority owned and controlled by Dr. Maurice Zauderer, the Company’s President, Chief Executive Officer, and a member of its board of directors, and Benbow Estates, which is controlled by Jacob Frieberg, a member of the Company’s board of directors, purchased 1,801,801 and 90,090 shares of our common stock for aggregate purchase prices of $ 1,999,999 and $ 100,000 , respectively, in the January 2022 Private Placement. In connection with the January 2022 Private Placement, on January 31, 2022, the Company entered into a registration rights agreement with the investors pursuant to which the Company filed a registration statement on Form S-3 (File No. 333-264236), declared effective on April 27, 2022, to register the resale of the shares acquired by the investors in the January 2022 Private Placement. On March 30, 2023 , the Company entered into a stock purchase agreement (the “March 2023 Stock Purchase Agreement”) pursuant to which the Company issued and sold 4,975,608 shares of its common stock at a purchase price of $ 0.41 per share for aggregate gross proceeds of $ 2.04 million (“the March 2023 Private Placement”). Two of the investors in the March 2023 Private Placement were affiliated with directors or officers of the Company: FCMI and Vaccinex (Rochester) L.L.C., purchased 4,146,341 shares and 731,707 shares of our common stock for a purchase price of $1.7 million and $0.3 million, respectively. In addition, FCMI made a binding commitment in the March 2023 Stock Purchase Agreement to purchase, on or prior to May 15, 2023, up to an additional $ 2.96 million of shares of the Company's common stock, less the aggregate purchase price of securities of the Company other than the shares sold by the Company to investors other than FCMI and its affiliates after the closing and on or prior to May 15, 2023. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15. SUBSEQUENT EVENTS On May 12, 2023, pursuant to the March 2023 Stock Purchase Agreement, the Company issued and sold to certain investors 7,908,516 shares of its common stock at a purchase price of $0.37 per share for aggregate gross proceeds of $2.96 million (“the May 2023 Private Placement”). FCMI purchased 6,711,552 shares of our common stock in the May 2023 Private Placement for a purchase price of $2.51 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements reflect the accounts and operations of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information (Accounting Standards Codification (“ASC”) 270, Interim Reporting) and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these financial statements do not include all of the information necessary for a full presentation of financial position, results of operations, and cash flows in conformity with GAAP. In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of the Company for the periods presented. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023. |
Use of Estimates | Use of Estimates These condensed consolidated financial statements have been prepared in conformity with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amount of expenses during the reporting period. Such management estimates include those relating to assumptions used in the valuation of stock option awards, and valuation allowances against deferred income tax assets. Actual results could differ from those estimates. |
Concentration of Credit Risk, Other Risks and Uncertainties | Concentration of Credit Risk, Other Risks and Uncertainties The Company is subject to a number of risks, including, but not limited to, the lack of available capital; the possible delisting of our common stock from Nasdaq, possible failure of preclinical testing or clinical trials; inability to obtain regulatory approval of product candidates; competitors developing new technological innovations; potential interruptions in the manufacturing and commercial supply operations; unsuccessful commercialization strategy and launch plans for its proprietary drug candidates; risks inherent in litigation, including purported class actions; market acceptance of the Company’s products; and protection of proprietary technology. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash equivalents are deposited in interest-bearing money market accounts. Although the Company deposits its cash with multiple financial institutions, cash balances may occasionally be in excess of the amounts insured by the Federal Deposit Insurance Corporation. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. The Company has historically raised capital in transactions with investors that include members of its board of directors and entities controlled by certain board members. As such, the Company's directors, directly and indirectly, control a significant ownership percentage of the Company. The Company can provide no assurances that future financing will be available in sufficient amounts or on terms acceptable to it or that its directors or entities controlled by certain board members will be willing or able to participate in future capital raises by the Company. The Company depends on third-party manufacturers for the manufacture of drug substances and drug product for clinical trials. The Company also relies on certain third parties for its supply chain. Disputes with these third- party manufacturers or shortages in goods or services from third-party suppliers could delay the manufacturing of the Company’s product candidates and adversely impact its results of operations. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In the normal course of business, the Company evaluates all new Accounting Standards Updates ("ASU") and other accounting pronouncements issued by the Financial Accounting Standards Board ("FASB"), Securities and Exchange Commission ("SEC"), or other authoritative accounting bodies to determine the potential impact they may have on its condensed consolidated financial statements. The Company does not expect any of the recently issued accounting pronouncements, which have not already been adopted, to have a material impact on its condensed consolidated financial statements. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment | Property and equipment consist of the following (in thousands): As of As of Leasehold improvements $ 3,259 $ 3,259 Research equipment 3,542 3,515 Furniture and fixtures 350 350 Computer equipment 343 321 Property and equipment, gross 7,494 7,445 Less: accumulated depreciation and amortization ( 7,287 ) ( 7,256 ) Property and equipment, net $ 207 $ 189 |
Accrued Expenses | Accrued expenses consist of the following (in thousands): As of As of Accrued clinical trial cost $ 486 $ 335 Accrued payroll and related benefits 291 308 Accrued consulting and legal 196 127 Accrued other 2 11 Accrued expenses $ 975 $ 781 |
Fair Value Measurements of Fi_2
Fair Value Measurements of Financial Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Financial Assets by Level within Fair Value Hierarchy | The following table sets forth the fair value of the Company’s financial assets by level within the fair value hierarchy (in thousands): As of March 31, 2023 Fair Value Level 1 Level 2 Level 3 Financial Assets: Cash equivalents: Money market fund $ 12 $ 12 $ - $ - Total Financial Assets $ 12 $ 12 $ - $ - As of December 31, 2022 Fair Value Level 1 Level 2 Level 3 Financial Assets: Cash equivalents: Money market fund $ 3,975 $ 3,975 $ - $ - Total Financial Assets $ 3,975 $ 3,975 $ - $ - |
Common Stock Reserved For Iss_2
Common Stock Reserved For Issuance (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Common Stock Reserved for Potential Future Issuances | Common stock has been reserved for the following potential future issuance: As of As of Shares underlying outstanding stock options 2,404,200 1,784,093 Shares available for future stock option grants 823,331 382,816 Total shares of common stock reserved 3,227,531 2,166,909 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity and Related Information | A summary of the Company’s stock option activity and related information is as follows: Stock Weighted- Weighted- Aggregate Balance as of January 1, 2023 1,784,093 $ 3.98 7.1 $ 4 Granted 620,107 0.40 Exercised - - $ - Forfeited ( 3,187 ) 6.01 Expired ( 59,820 ) 14.90 Balance as of March 31, 2023 2,341,193 $ 2.75 7.9 $ - Exercisable as of March 31, 2023 1,022,423 $ 4.86 6.1 $ - |
Grant Date Fair Value of Employee Stock Options Estimated Using Black-Scholes Option-Pricing Model with Weighted-Average Assumptions | The grant date fair value of employee stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions: Three Months Ended March 31, 2023 2022 Expected term (in years) 6.0 6.0 Expected volatility 75 % 75 % Risk-free interest rate 3.9 % 1.8 % Expected dividend yield - % - % |
Total Stock-Based Compensation Expense Recognized in Condensed Consolidated Statements of Operations and Comprehensive Loss | Total stock-based compensation expense recognized in the condensed consolidated statements of operations and comprehensive loss is as follows (in thousands): Three Months Ended March 31, 2023 2022 Research and development $ 51 $ 42 General and administrative 78 99 Total stock-based compensation expense $ 129 $ 141 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Weighted-Average Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share as They Had Anti-Dilutive Effect | The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented as they had an anti-dilutive effect: Three Months Ended March 31, 2023 2022 Options to purchase common stock 1,784,093 1,153,444 |
Company and Nature of Business
Company and Nature of Business - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Cash flow from operations | $ (5,040) | $ (4,996) | |
Accumulated deficit | $ 324,638 | $ 319,676 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 7,494 | $ 7,445 |
Less: accumulated depreciation and amortization | (7,287) | (7,256) |
Property and equipment, net | 207 | 189 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,259 | 3,259 |
Research Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,542 | 3,515 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 350 | 350 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 343 | $ 321 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | ||
Depreciation | $ 31,000 | $ 41,000 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables And Accruals [Abstract] | ||
Accrued clinical trial cost | $ 486 | $ 335 |
Accrued payroll and related benefits | 291 | 308 |
Accrued consulting and legal | 196 | 127 |
Accrued other | 2 | 11 |
Accrued expenses | $ 975 | $ 781 |
Fair Value Measurements of Fi_3
Fair Value Measurements of Financial Measurements - Summary of Fair Value of Financial Assets by Level within Fair Value Hierarchy (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Financial Assets: | ||
Total Financial Assets | $ 12 | $ 3,975 |
Money Market Funds | ||
Financial Assets: | ||
Cash equivalents, Fair value disclosure | 12 | 3,975 |
Level 1 | ||
Financial Assets: | ||
Total Financial Assets | 12 | 3,975 |
Level 1 | Money Market Funds | ||
Financial Assets: | ||
Cash equivalents, Fair value disclosure | $ 12 | $ 3,975 |
Fair Value Measurements of Fi_4
Fair Value Measurements of Financial Measurements - Additional Information (Details) - Fair Value Measurements Recurring - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, level 1 to level 2 transfer, amount | $ 0 | $ 0 |
Financial assets, level 2 to level 1 transfer, amount | $ 0 | $ 0 |
Collaboration Agreements - Addi
Collaboration Agreements - Additional Information (Details) | 1 Months Ended | 3 Months Ended |
Nov. 30, 2017 USD ($) TargetAntigen Milestone | Mar. 31, 2023 USD ($) | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Number of target antigens against which antibodies are to be identified and selected | TargetAntigen | 2 | |
Revenue | $ 550,000 | |
Surface Oncology, Inc. | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Number of target antigens against which antibodies are to be identified and selected | TargetAntigen | 2 | |
Upfront payments fee received | $ 250,000 | |
Number of designated milestones | Milestone | 4 | |
Revenue | 500,000 | |
Surface Oncology, Inc. | Achievement of Milestone Event | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Revenue | $ 500,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - $ / shares | 3 Months Ended | |
Oct. 10, 2022 | Mar. 31, 2023 | |
Commitments And Contingencies [Line Items] | ||
Nasdaq stock trading price description | In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company received a second 180-day compliance period, or until October 9, 2023, to regain compliance with the minimum bid price requirement. If our common stock maintains a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during the 180-day compliance period, we will automatically regain compliance. In the event we do not regain compliance with the $1.00 bid price requirement by October 9, 2023, | |
Minimum bid price requirement | $ 1 | |
Minimum bid price requirement threshold consecutive business days to regain compliance | 180 days | |
Minimum consecutive business days for which closing bid price must be maintained at least 1.00 per share to regain compliance | 10 days |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 3 Months Ended | 27 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Oct. 31, 2024 | |
Lessee Lease Description [Line Items] | |||
Lessee operating lease, incremental borrowing rate | 7% | ||
Lessee, operating lease, discount rate, description | The leases do not provide an implicit rate so in determining the present value of lease payments, the Company its incremental borrowing rate for the applicable lease, which was 7.0%. | ||
Future minimum operating leases payment in total | $ 285,916 | ||
Imputed interest | 16,019 | ||
Operating lease liability | 269,897 | ||
Cash paid for amount included in measurement of lease liabilities | 45,144 | $ 43,500 | |
Lease expense incurred under operating lease | $ 45,144 | $ 43,500 | |
Forecast | |||
Lessee Lease Description [Line Items] | |||
Monthly rental payments | $ 15,048 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - PPP Loan - USD ($) | 3 Months Ended | |||
Nov. 08, 2021 | May 08, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Amount of loan received | $ 1,133,600 | |||
Maturity date | May 08, 2025 | May 08, 2022 | ||
Debt instrument interest rate | 1% | 1% | ||
Payments commencement date | Nov. 08, 2020 | |||
Interest expense | $ 423 | $ 668 | ||
CARES Act of 2020 aid forgiveness amount | $ 876,171 | |||
Monthly repayment | $ 6,334 |
Common Stock Reserved For Iss_3
Common Stock Reserved For Issuance - Common Stock Reserved For Potential Future Issuances (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 3,227,531 | 2,166,909 |
Shares Underlying Outstanding Stock Options | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 2,404,200 | 1,784,093 |
Shares Available For Future Stock Option Grants | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 823,331 | 382,816 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jan. 01, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total shares of common stock reserved | 3,227,531 | 2,166,909 | ||
Weighted-average grant date fair value of stock options granted to employees and directors | $ 0.29 | $ 0.87 | ||
Aggregate grant date fair value of stock options vested | $ 121,585 | $ 224,374 | ||
Total unrecognized compensation cost related to stock options granted to employees | $ 612,848 | $ 561,198 | ||
2018 Omnibus Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total shares of common stock reserved | 425,000 | |||
Percentage of total shares of common stock reserved | 2% | |||
Additional shares of common stock | 997,615 | |||
2018 Omnibus Incentive Plan | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of voting power of all classes of stock to be owned by optionee to determine the exercise price | 10% | |||
Exercise price as a percentage of fair value of common stock on grant date if optionee owns stock representing more than 10 percent of voting power of all classes of stock | 110% | |||
Employee Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total unrecognized compensation cost related to stock options granted to employees, weighted-average recognition period | 3 years 4 months 24 days | 2 years 1 month 6 days | ||
Employee Stock Options | 2011 Employee Equity Plan | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options granted, expiration year | 10 years | |||
Employee Stock Options | 2018 Omnibus Incentive Plan | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options granted, expiration year | 10 years | |||
Employee Stock Options | 2018 Omnibus Incentive Plan | Maximum | Board of Directors | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period of stock option grants | 8 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity and Related Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Stock Options, Balance | 1,784,093 | |
Stock Options, Granted | 620,107 | |
Stock Options, Forfeited | (3,187) | |
Stock Options, Expired | (59,820) | |
Stock Options, Balance | 2,341,193 | 1,784,093 |
Stock Options, Exercisable | 1,022,423 | |
Weighted-Average Exercise Price, Balance | $ 3.98 | |
Weighted-Average Exercise Price, Granted | 0.40 | |
Weighted-Average Exercise Price, Forfeited | 6.01 | |
Weighted-Average Exercise Price, Expired | 14.90 | |
Weighted-Average Exercise Price, Balance | 2.75 | $ 3.98 |
Weighted-Average Exercise Price, Exercisable | $ 4.86 | |
Weighted-Average Remaining Contractual Life (Years), Balance | 7 years 10 months 24 days | 7 years 1 month 6 days |
Weighted-Average Remaining Contractual Life (Years), Exercisable | 6 years 1 month 6 days | |
Aggregate Intrinsic Value, Balance | $ 4 |
Stock-Based Compensation - Gran
Stock-Based Compensation - Grant Date Fair Value of Employee Stock Options Estimated Using Black-Scholes Option-Pricing Model with Weighted-Average Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | 6 years |
Employee Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 75% | 75% |
Risk-free interest rate | 3.90% | 1.80% |
Stock-Based Compensation - Tota
Stock-Based Compensation - Total Stock-Based Compensation Expense Recognized in Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 129 | $ 141 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 51 | 42 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 78 | $ 99 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
Provision for income taxes | $ 0 | $ 0 | |
Unrecognized tax benefits that would impact effective tax rate | $ 0 | $ 0 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Weighted-Average Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share as They Had Anti-Dilutive Effect (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Employee Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Weighted-average common stock equivalents excluded from calculation of diluted net loss per share | 1,784,093 | 1,153,444 |
Segment and Geographic Informat
Segment and Geographic Information - Additional Information (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 Segment SegmentManager BusinessActivity | Dec. 31, 2022 Segment | |
Segment Reporting Information [Line Items] | ||
Number of business activity | BusinessActivity | 1 | |
Number of segment managers held accountable for operations or operating results | SegmentManager | 0 | |
United States | ||
Segment Reporting Information [Line Items] | ||
Number of reportable segments | Segment | 1 | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 1 Months Ended | 3 Months Ended | |||||
May 15, 2023 USD ($) | Mar. 30, 2023 USD ($) $ / shares shares | Jan. 31, 2022 USD ($) $ / shares shares | Nov. 30, 2017 TargetAntigen | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 $ / shares shares | |
Related Party Transaction [Line Items] | |||||||
Rent expense incurred under operating lease | $ 45,144 | $ 43,500 | |||||
Number of target antigens against which antibodies are to be identified and selected | TargetAntigen | 2 | ||||||
Revenue | $ 550,000 | ||||||
Gross proceeds from issuance of common stock | 3,519,000 | ||||||
Common stock, shares issued | shares | 54,857,221 | 49,881,613 | |||||
Issuance of Common Shares | $ 2,040,000 | 13,230,000 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Stock Purchase Agreement | FCMI Parent Co. | Subsequent Event | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance of Common Shares | $ 2,960,000 | ||||||
January 2022 Private Placement | |||||||
Related Party Transaction [Line Items] | |||||||
Sale of stock, transaction date | Jan. 31, 2022 | ||||||
January 2022 Private Placement | FCMI Parent Co. | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares issued | shares | 1,801,801 | ||||||
January 2022 Private Placement | Friedberg Global-Macro Hedge Fund Ltd. | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares issued | shares | 1,801,801 | ||||||
January 2022 Private Placement | FCMI Parent Co. and Friedberg Global-Macro Hedge Fund Ltd. | |||||||
Related Party Transaction [Line Items] | |||||||
Gross proceeds from issuance of common stock | $ 3,999,998 | ||||||
January 2022 Private Placement | Dr. Maurice Zauderer | |||||||
Related Party Transaction [Line Items] | |||||||
Gross proceeds from issuance of common stock | $ 1,999,999 | ||||||
Common stock, shares issued | shares | 1,801,801 | ||||||
January 2022 Private Placement | Board of Directors | |||||||
Related Party Transaction [Line Items] | |||||||
Gross proceeds from issuance of common stock | $ 100,000 | ||||||
Common stock, shares issued | shares | 90,090 | ||||||
March 2023 Private Placement | |||||||
Related Party Transaction [Line Items] | |||||||
Sale of stock, transaction date | Mar. 30, 2023 | ||||||
Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance of Common Shares | $ 1,000 | ||||||
Common Stock | January 2022 Private Placement | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate number of shares issued and sell | shares | 8,747,744 | ||||||
Shares issued, price per share | $ / shares | $ 1.11 | ||||||
Gross proceeds from issuance of common stock | $ 9,700,000 | ||||||
Common Stock | March 2023 Private Placement | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate number of shares issued and sell | shares | 4,975,608 | ||||||
Shares issued, price per share | $ / shares | $ 0.41 | ||||||
Gross proceeds from issuance of common stock | $ 2,040,000 | ||||||
Surface Oncology, Inc. | |||||||
Related Party Transaction [Line Items] | |||||||
Number of target antigens against which antibodies are to be identified and selected | TargetAntigen | 2 | ||||||
Revenue | $ 500,000 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Oct. 10, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||
Minimum bid price requirement | $ 1 | |||
Minimum bid price requirement threshold consecutive business days to regain compliance | 180 days | |||
Closing bid price | $ 1 | |||
Minimum consecutive business days for which closing bid price must be maintained at least 1.00 per share to regain compliance | 10 days | |||
Common stock sold | 54,857,221 | 49,881,613 | ||
Gross proceeds from issuance of common stock | $ 3,519 |