Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 10, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
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 | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,584,300 | |
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, $0.0001 par value | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 2,972,000 | $ 1,535,000 |
Accounts receivable | 2,775,000 | 961,000 |
Prepaid expenses and other current assets | 1,312,000 | 853,000 |
Derivative asset | 95,000 | |
Total current assets | 7,154,000 | 3,349,000 |
Property and equipment, net | 110,000 | 136,000 |
Operating lease right-of-use asset | 103,000 | 146,000 |
TOTAL ASSETS | 7,367,000 | 3,631,000 |
Current liabilities: | ||
Accounts payable | 2,329,000 | 2,039,000 |
Accrued expenses | 1,880,000 | 1,242,000 |
Deferred revenue | 59,000 | 63,000 |
Current portion of long-term debt | 76,000 | 75,000 |
Operating lease liability | 103,000 | 146,000 |
Warrant liability | 259,000 | 2,351,000 |
Total current liabilities | 4,706,000 | 5,916,000 |
Long-term debt | 6,000 | 26,000 |
TOTAL LIABILITIES | 4,712,000 | 5,942,000 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity (deficit): | ||
Convertible preferred stock (Series A), par value of $0.001 per share; 10,000,000 shares authorized, 10 shares issued and outstanding as of March 31, 2024, and no shares authorized, issued or outstanding as of December 31, 2023; with aggregate liquidation preference of $1,750,000 and $0 as of March 31, 2024 and December 31, 2023, respectively | 1,236,000 | 0 |
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized as of March 31, 2024, and December 31, 2023; 1,584,305 and 892,622 shares issued as of March 31, 2024 and December 31, 2023, respectively;1,584,300 and 892,617 shares outstanding as of March 31, 2024 and December 31, 2023, respectively | 1,000 | 0 |
Additional paid-in capital | 345,253,000 | 337,627,000 |
Treasury stock, at cost; 5 shares of common stock as of March 31, 2024 and December 31, 2023, respectively | (11,000) | (11,000) |
Accumulated deficit | (343,824,000) | (339,927,000) |
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT) | 2,655,000 | (2,311,000) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 7,367,000 | $ 3,631,000 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock (Series A), par value | $ 0.001 | $ 0.001 |
Convertible preferred stock (Series A), authorized | 10,000,000 | 0 |
Convertible preferred stock (Series A), issued | 10 | 0 |
Convertible preferred stock (Series A), outstanding | 10 | 0 |
Convertible preferred stock (Series A), aggregate liquidation preference | $ 1,750,000 | $ 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 1,584,305 | 892,622 |
Common stock, shares outstanding | 1,584,300 | 892,617 |
Treasury stock, common shares | 5 | 5 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 104,000 | $ 550,000 |
Costs and expenses: | ||
Research and development | 3,383,000 | 3,812,000 |
General and administrative | 1,795,000 | 1,724,000 |
Total costs and expenses | 5,178,000 | 5,536,000 |
Loss from operations | (5,074,000) | (4,986,000) |
Financing costs - warrant liabilities | (28,000) | |
Change in fair value of warrant liabilities | 1,206,000 | 0 |
Other income (expense), net | (1,000) | 24,000 |
Loss before provision for income taxes | (3,897,000) | (4,962,000) |
Provision for income taxes | 0 | 0 |
Net loss attributable to Vaccinex, Inc. common stockholders | (3,897,000) | (4,962,000) |
Comprehensive loss | $ (3,897,000) | $ (4,962,000) |
Net loss per share attributable to Vaccinex, Inc. common stockholders, basic | $ (2.94) | $ (20.89) |
Net loss per share attributable to Vaccinex, Inc. common stockholders, diluted | $ (2.94) | $ (20.89) |
Weighted-average shares used in computing net loss per share attributable to Vaccinex, Inc. common stockholders, basic | 1,327,257 | 237,527 |
Weighted-average shares used in computing net loss per share attributable toVaccinex, Inc. common stockholders, diluted | 1,327,257 | 237,527 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Private Placement Offerings | Private Placement Offerings Common Stock | Private Placement Offerings Additional Paid-in Capital | As Amended | As Amended Additional Paid-in Capital | ADDF | ADDF Preferred Stock | ADDF Additional Paid-in Capital |
Balance at Dec. 31, 2022 | $ 5,193 | $ 0 | $ 0 | $ 324,880 | $ (11) | $ (319,676) | ||||||||
Balance, Shares at Dec. 31, 2022 | 0 | 237,532 | 5 | |||||||||||
Issuance of Common Shares | 2,040 | 2,040 | ||||||||||||
Issuance of Common Shares, Shares | 23,693 | |||||||||||||
Stock-based compensation | 129 | 129 | ||||||||||||
Net loss | (4,962) | (4,962) | ||||||||||||
Balance at Mar. 31, 2023 | 2,400 | $ 0 | $ 0 | 327,049 | $ (11) | (324,638) | ||||||||
Balance, Shares at Mar. 31, 2023 | 0 | 261,225 | 5 | |||||||||||
Balance at Dec. 31, 2023 | (2,311) | $ 0 | $ 0 | 337,627 | $ (11) | (339,927) | ||||||||
Balance, Shares at Dec. 31, 2023 | 0 | 892,622 | 5 | |||||||||||
Issuance of Common Shares | 2 | 2 | ||||||||||||
Issuance of Common Shares, Shares | 64,816 | |||||||||||||
Stock-based compensation | 96 | 96 | ||||||||||||
Issuance of common stock and pre-funded warrants | $ 4,224 | $ 1 | $ 4,223 | |||||||||||
Issuance of common stock and pre-funded warrants, Shares | 626,867 | |||||||||||||
Issuance of warrants | $ 750 | $ 750 | $ 556 | $ 556 | ||||||||||
Issuance of preferred stock | $ 1,236 | $ 1,236 | ||||||||||||
Issuance of preferred stock, Shares | 10 | |||||||||||||
Reclassification of public warrants, as amended | 1,199 | 1,199 | ||||||||||||
Reclassification of private placement warrants | $ 800 | $ 800 | ||||||||||||
Net loss | (3,897) | (3,897) | ||||||||||||
Balance at Mar. 31, 2024 | $ 2,655 | $ 1,236 | $ 1 | $ 345,253 | $ (11) | $ (343,824) | ||||||||
Balance, Shares at Mar. 31, 2024 | 10 | 1,584,305 | 5 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,897,000) | $ (4,962,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 27,000 | 31,000 |
Stock-based compensation | 96,000 | 129,000 |
Change in fair value of warrant liability | (1,206,000) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (64,000) | 175,000 |
Prepaid expenses and other current assets | (459,000) | (183,000) |
Accounts payable | 290,000 | (425,000) |
Accrued expenses | 585,000 | 195,000 |
Deferred revenue | (4,000) | |
Net cash used in operating activities | (4,632,000) | (5,040,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | 0 | (49,000) |
Net cash used in investing activities | 0 | (49,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock, and pre-funded warrants in private placement offerings | 2,529,000 | |
Proceeds from issuance of warrants in private placement offerings | 1,113,000 | |
Proceeds from private offering of common stock | 2,040,000 | |
Payments of long-term debt | (19,000) | (19,000) |
Proceeds from issuance of common stock, and private placement warrants | 2,446,000 | |
Net cash provided by financing activities | 6,069,000 | 2,021,000 |
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS | 1,437,000 | (3,068,000) |
CASH AND CASH EQUIVALENTS–Beginning of period | 1,535,000 | 6,391,000 |
CASH AND CASH EQUIVALENTS–End of period | 2,972,000 | $ 3,323,000 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of preferred stock included in Accounts Receivable | 1,141,000 | |
Issuance of private placement warrants included in Accounts Receivable | 556,000 | |
Issuance costs of preferred stock and private placement warrants included in Accrued expenses | $ (53,000) |
Company and Nature of Business
Company and Nature of Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company and Nature of Business | Note 1. COMPANY AND NATURE OF BUSINESS Vaccinex, Inc. (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 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 reported cash used in operations of $ 4.6 million for the three months ended March 31, 2024, and an accumulated deficit of $ 343.8 million as of March 31, 2024. Given the Company’s projected operating requirements and its existing cash and cash equivalents, the Company is projecting insufficient liquidity to sustain its operations and meet its obligations through one year following the date that the condensed 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 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, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying unaudited condensed 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 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 financial statements should be read in conjunction with the Company’s audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 2, 2024. Common Stock Reverse Splits On September 25, 2023, the Company effected a 1-for- 15 reverse stock split of its issued shares of common stock. On February 19, 2024, the Company effected a second reverse split of shares of the Company's common stock on a 1-for- 14 basis. All per share amounts, common shares outstanding, warrants, and stock-based compensation amounts for all periods presented have been retroactively adjusted to reflect these reverse stock splits. The shares of common stock retain a par value of $ 0.0001 per share. Use of Estimates These condensed 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 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, valuation of the warrant liabilities, valuation of the derivative asset, and valuation allowances against deferred income tax assets. Actual results could differ from those estimates. Convertible Preferred Stock In March 2024, the Company issued shares of a newly designated series of convertible preferred stock (see Note 9). The convertible preferred stock contained embedded redemption features requiring bifurcation and separate accounting apart from the convertible preferred stock host instrument. The Company recorded the fair value of the embedded redemption features as a derivative asset on the Company’s balance sheets in accordance with ASC Topic 815, Derivatives and Hedging. See Note 4 for the key inputs used in the fair value measurements of the derivative asset. Fair Value of Financial Instruments Financial instruments consist of cash, accounts receivable, derivative asset, accounts payable, accrued liabilities, long-term debt, warrant liabilities, and convertible preferred stock. Cash, accounts receivable, accounts payable, accrued liabilities, debt,and convertible preferred stock 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. Warrant liabilities and the derivative asset are measured at fair value on a recurring basis with the assumptions discussed in Note 4. 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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires disclosure of additional categories of information about federal, state and foreign income taxes in the rate reconciliation table and more details about the reconciling items in some categories if items meet a quantitative threshold. The ASU requires entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance makes several other changes to the disclosure requirements. The ASU is required to be applied prospectively, with the option to apply it retrospectively. The ASU is effective for fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of the adoption of this guidance on its financial statements and disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the ASU enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, and contains other disclosure requirements. The ASU does not change how an entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The ASU is required to be applied retrospectively to all periods presented in the financial statements. The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of the adoption of this guidance on its financial statements and disclosures. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2024 | |
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 $ 3,277 $ 3,277 Research equipment 3,351 3,351 Furniture and fixtures 350 350 Computer equipment 250 250 Property and equipment, gross 7,228 7,228 Less: accumulated depreciation and amortization ( 7,118 ) ( 7,091 ) Property and equipment, net $ 110 $ 136 Depreciation expense related to property and equipment was $ 27,000 and $ 31,000 for the three months ended March 31, 2024 and 2023, respectively. Accrued Expenses Accrued expenses consist of the following (in thousands): As of As of Accrued clinical trial cost $ 1,128 $ 853 Accrued payroll and related benefits 301 295 Accrued consulting and legal 411 58 Accrued other 40 36 Accrued expenses $ 1,880 $ 1,242 |
Fair Value Measurements of Fina
Fair Value Measurements of Financial Measurements | 3 Months Ended |
Mar. 31, 2024 | |
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 condensed 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, long-term debt, and convertible preferred stock. Cash, accounts receivable, accounts payable, accrued liabilities, debt, and convertible preferred stock 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, warrant liabilities, and the derivative asset. 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 tables set forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy (in thousands): As of March 31, 2024 Fair Value Level 1 Level 2 Level 3 Financial Assets: Money market fund $ 12 $ 12 $ - $ - Derivative asset 95 - - 95 Total Financial Assets $ 107 $ 12 $ - $ 95 As of December 31, 2023 Fair Value Level 1 Level 2 Level 3 Financial Assets: Money market fund $ 1,337 $ 1,337 $ - $ - Total Financial Assets $ 1,337 $ 1,337 $ - $ - As of March 31, 2024 Fair Value Level 1 Level 2 Level 3 Financial Liabilities: Warrant liabilities - public warrants $ 237 $ - $ - $ 237 Warrant liabilities - private placement warrants 22 - - 22 Total Financial Liabilities $ 259 $ - $ - $ 259 As of December 31, 2023 Fair Value Level 1 Level 2 Level 3 Financial Liabilities: Warrant liabilities - public warrants $ 2,275 $ - $ - $ 2,275 Warrant liabilities - private placement warrants 76 - - 76 Total Financial Liabilities $ 2,351 $ - $ - $ 2,351 The Company did no t transfer any assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 , and Level 3 during either of the three months ended March 31, 2024 and 2023. Fair Value Measurement of Warrant Liabilities The Company uses the Black-Scholes pricing model to determine the fair value of its warrant liabilities using Level 3 inputs. Inputs used to determine estimated fair value of the warrant liabilities include the fair value of the underlying stock at the valuation date, the term of the warrants, and the expected volatility of the underlying stock. The significant unobservable input used in the fair value measurement of the warrant liabilities is the estimated term of the warrants. The key inputs into the respective valuation models used to estimate the fair value of the warrant liabilities at March 31, 2024, were as follows: Public Warrants Private Placement Warrants Low High Low High Risk-free interest rate 3.81 % 5.30 % 3.81 % 5.30 % Volatility 106 % 130 % 105 % 130 % Dividend yield 0 % 0 % 0 % 0 % Expected term (years) 0.51 4.76 0.51 5.01 Share price $ 7.410 $ 9.310 $ 7.410 $ 9.310 The key inputs into the respective valuation models used to estimate the fair value of the warrant liabilities at December 31, 2023, were as follows: Public Warrants Private Placement Warrants Low High Low High Risk-free interest rate 3.81 % 5.42 % 3.81 % 5.33 % Volatility 99 % 113 % 102 % 113 % Dividend yield 0 % 0 % 0 % 0 % Expected term (years) 0.75 5.01 0.75 5.01 Share price $ 9.310 $ 13.160 $ 9.310 $ 12.880 The following table summarizes the changes in fair value of the Company’s warrant liabilities that is recognized in the change in fair value of the warrant liabilities in the accompanying condensed statements of operations and comprehensive loss during the three months ended March 31, 2024 (in thousands): Public Warrants Private Placement Warrants Total Warrant liabilities as of January 1, 2024 $ 2,275 $ 76 $ 2,351 Issuance of warrants - 1,113 1,113 Reclassified as equity ( 1,199 ) ( 800 ) ( 1,999 ) Change in fair value ( 839 ) ( 367 ) ( 1,206 ) Warrant liabilities as of March 31, 2024 $ 237 $ 22 $ 259 There were no warrant liabilities reported in the Company's condensed balance sheet at March 31, 2023 or change in fair value of warrant liabilities in the accompanying condensed statements of operations and comprehensive loss during the three months ended March 31, 2023. |
Collaboration Agreements
Collaboration Agreements | 3 Months Ended |
Mar. 31, 2024 | |
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 we 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. In 2023 Surface terminated this exclusive research license agreement, for the first target, and therefore will not be required to pay the maintenance fee any longer. Surface Oncology has sublicensed this program for the second target to Coherus which is actively continuing phase 1/2 development. Coherus is now responsible for the maintenance fee. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6. COMMITMENTS AND CONTINGENCIES Nasdaq Deficiency Notice On April 11, 2024, the Company received a letter from the Listing Qualifications staff of Nasdaq notifying the Company that based on the financial statements contained in its Form 10-K for the year-ended December 31, 2023, it no longer complies with the requirement under Nasdaq Listing Rule 5550(b)(1) to maintain a minimum of $ 2.5 million in stockholders’ equity for continued listing on the Nasdaq Capital Market (the “Equity Standard”) or the alternative requirements of having a market value of listed securities of $ 35.0 million or net income from continuing operations of $ 500,000 in the most recently completed fiscal year or two of the last three most recently completed fiscal years (the “Alternative Standards”), and may be subject to delisting. The notification letter had no immediate effect on the Company’s listing on the Nasdaq Capital Market. Nasdaq provided the Company until May 13, 2024, to submit a plan to regain compliance with the Equity Standard (the “Compliance Plan”). The Company timely submitted a Compliance Plan to Nasdaq to regain compliance with the Equity Standard. While there is no certainty we will be granted additional time, we may receive a compliance period, typically of no more than 180 days, to regain compliance with the Equity Standard. 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, 2024 and December 31, 2023 the Company was not involved in any material legal proceedings. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
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 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 uses 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, 2024, the future minimum payments for the operating leases total $ 105,337 , less imputed interest of $ 2,415 , for an operating lease liability of $ 102,922 . For the three months ended March 31, 2024 and 2023, cash paid for amounts included in the measurement of lease liabilities was $ 45,144 and $ 45,144 , respectively. Lease expense incurred under the operating lease for the three month periods ended March 31, 2024 and 2023 was $ 45,144 and $ 45,144 respectively. Lease expense is a component of general and administrative expense. |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2024 | |
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 $ 248 and $ 423 for the three month periods ended March 31, 2024 and 2023, respectively, on its condensed statements of operations and comprehensive loss. |
Convertible Preferred Stock
Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2024 | |
Class of Stock Disclosures [Abstract] | |
Convertible Preferred Stock [Text Block] | Note 9. CONVERTIBLE PREFERRED STOCK On March 28, 2024, the Company entered into a securities purchase agreement with the Alzheimer’s Drug Discovery Foundation pursuant to which the Company sold shares of a newly designated series of convertible preferred stock, the Series A Preferred Stock, and warrants to purchase up to 229,057 shares of the Company’s common stock (“ADDF Warrants”) for an aggregate purchase price of $ 1.75 million. Our Series A Preferred Stock is convertible at the election of the holder at any time after the public announcement by the Company of top-line data from its SIGNAL-AD Alzheimer’s disease study (the “Data Release”) into shares of common stock at a conversion price equal to the greater of (a) $ 7.77 per share of common stock and (b)(i) the volume weighted average price of the common stock for the last three trading days prior to delivery of the conversion notice if the common stock is traded on a trading market or if its prices are reported on OTCQB or OTCQX, (ii) the most recent bid price of the common stock if it is then traded on The Pink Open Market, or (iii) in all other cases the fair market value of the common stock as determined by an independent appraiser, which conversion right is subject to termination on the last full day preceding the proposed effective date for exercise of the Company’s redemption right or the date fixed for redemption upon a Deemed Liquidation Event (generally defined to include certain fundamental transactions involving the company including a merger or sale of substantially all of the Company’s assets) or on a liquidation, dissolution or winding up of the Company. The Series A Preferred Stock is non-voting, has no mandatory redemption , and carries an annual 5 % cumulative dividend, increasing by 2 % each year, which dividend rate shall not exceed 12 %. The Series A Preferred Stock will also participate on an as-converted basis in any regular or special dividends paid to holders of our common stock. In addition, the Series A Preferred Stock has a liquidation preference equal to the greater of (i) $ 175,000 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock (the “Original Share Price”), plus any accrued but unpaid dividends thereon, whether or not declared, together with any other dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of Series A Preferred Stock been converted into common stock immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event. The Company also agreed that so long as the Series A Preferred Stock is outstanding, the Company will not, without the written consent of the holders of 50.1 % of the Series A Preferred Stock, (i) amend, alter, or repeal any provision of the Company’s certificate of incorporation or bylaws in a manner adverse to the Series A Preferred Stock or (ii) until March 29, 2026, incur any indebtedness for borrowed money in excess of $ 1.0 million. The Company has the right to redeem the Series A Preferred Stock at a price equal to the Original Share Price per share at any time after a public announcement of an increase in pepinemab-treated patients relative to placebo-treated patients, with statistical significance having a p-value of less than or equal to 0.05 , in the change of the FDG-PET standard uptake value ratio for brain metabolism between baseline and month 12 as assessed by [18F]fluorodeoxyglucose (FDG)-PET in the resting state following administration of 40 mg/kg pepinemab or placebo, as applicable, as described in the protocol for the Company’s SIGNAL-AD Alzheimer’s disease study and the associated Statistical Analysis Plan, provided that (i) the holder is not in possession of any material nonpublic information that was provided by the Company or any of its directors, directors, employees, agents, or affiliates and (ii) there is an effective resale registration statement on file covering the underlying common stock. The Series A Preferred Stock have similar characteristics of an “Increasing Rate Security” as described by SEC Staff Accounting Bulletin Topic 5Q, Increasing Rate Preferred Stock. As a result, the discount on Series A Preferred Stock is considered an unstated dividend cost that is amortized over the period preceding commencement of the perpetual dividend using the effective interest method, by charging imputed dividend cost against retained earnings, or additional paid in capital in the absence of retained earnings and increasing the carrying amount of the Series A Preferred Stock by a corresponding amount. The discount of approximately $ 0.48 million is therefore being amortized over four years using the effective yield method. The amortization in each period is the amount which, together with the stated dividend in the period, results in a constant rate of effective cost with regard to the carrying amount of the Series A Preferred Stock. Each share of Series A Preferred Stock contains redemption features which allow for the redemption of the Series A Preferred Stock in the event of a voluntary or involuntary liquidation, dissolution, winding up of the Company, or Deemed Liquidation Event, as defined in the certificate of designations (“liquidation events”). Upon the occurrence of such qualifying liquidation event, the Series A Preferred Stock holder shall be entitled to receive cash or assets of the Company before any distribution or payment may be made to or set apart for the holders of common stock in an amount per share of Series A Preferred Stock equal to, or greater of, (i) $175,000 plus all accrued and unpaid dividends thereon, whether or not declared (the "Liquidation Preference”); or (2) the amount per share the holder would receive if such holder converted the shares of Series A Preferred Stock immediately prior to the date of such payment, with certain additional conditions. The embedded redemption features require the Company to settle the Series A Preferred Stock at the Liquidation Preference amount upon the occurrence of certain qualifying liquidation events, The holder’s exercise of the embedded conversion feature when the volume weighted average price of the Common Stock for the last three trading days is greater than $7.77, as defined in the certificate of designations, settles the Series A Preferred Stock through the issuance of a variable number of Common Stock in a fixed monetary amount of $175,000 per share. As these embedded features provide for settlement in nominal amounts not associated with its underlyings, the embedded features each meet the definition of a derivative. Under ASC 815, certain contractual terms that meet the accounting definition of a derivative must be accounted for separately from the financial instrument in which they are embedded (Note 2). The Company has concluded that the redemption features and the holder’s option to convert when the volume weighted average price of the Common Stock for the last three trading days is greater than $7.77, as defined in the certificate of designations, constitute embedded derivative and, therefore, require bifurcation from the Series A Preferred Stock. In the event of any liquidation or deemed liquidation event, as defined in the certificate of designations, before any distribution or payment may be made to or set apart for the holders of common stock, the Series A Preferred Stock holder is entitled to receive assets from the Company equal to $ 175,000 plus all accrued and unpaid dividends thereon, whether or not declared, per share for a total liquidation value of $ 1.75 million as of March 31, 2024. These redemption provisions were determined to represent embedded derivatives requiring bifurcation from the Series A Preferred Stock. Upon initial issuance, the Company recorded the fair value of the embedded derivatives in the amount of $ 95 thousand as a derivative asset and premium on the Series A Preferred Stock. The derivative is adjusted to fair value at each reporting period with the change in the fair value recorded in earnings. Each ADDF Warrant has an initial exercise price of $ 7.64 per share, is immediately exercisable, and expires March 29, 2029 . The Company will have the right to “call” the exercise of any portion of a holder’s ADDF Warrants by delivering a call notice to the holder at any time after the Positive Data Release. After delivery of a call notice, the ADDF Warrants will continue to be exercisable. Each ADDF Warrant will be canceled and no longer exercisable to the extent the holder fails to timely exercise the ADDF Warrant for the called portion thereof within 30 trading days following the Company’s issuance of a call notice. The Company evaluated the ADDF Warrants and concluded they met the criteria to be classified within stockholders’ equity within additional paid-in-capital because they (1) are freestanding financial instruments that are legally detachable and separately exercisable from the common stock, (2) are immediately exercisable, (3) do not embody an obligation for the Company to repurchase its shares, (4) permit the holder to receive a fixed number of shares of common stock upon exercise, (5) are indexed to the Company's common stock and (6) meet the equity classification criteria. Accordingly, based upon the relative fair values of the instruments on the date of issuance, the Company allocated approximately $ 0.57 million of the gross proceeds to the ADDF Warrants and $ 1.18 million of the gross proceeds to the Series A Preferred Stock which is net of $ 95 thousand, attributed to the derivative asset. The $ 1.75 million of proceeds are included in accounts receivable on the Company's condensed balance sheet as of March 31, 2024, as the $ 1.75 million of proceeds were received by the Company on April 1, 2024. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 10. WARRANTS Public Warrants On October 3, 2023 , the Company sold in a public offering (i) 542,857 shares of the Company’s common stock together with public warrants to purchase up to 542,857 shares of common stock and (ii) in lieu of shares of common stock, pre-funded warrants exercisable for 142,857 shares of common stock together with public warrants to purchase up to 142,857 shares of common stock (the “Offering”). Each public warrant has an initial exercise price equal to $ 14.00 per share. The public warrants are immediately exercisable and expire five years from the date of issuance. The shares of common stock and accompanying public warrants were sold at a combined public offering price of $ 14.00 per share and the accompanying public warrants, and the pre-funded warrants and accompanying public warrants were sold at a combined public offering price of $ 13.99 per pre-funded warrant and accompanying public warrants for aggregate gross proceeds of $ 9.6 million, before deductions for placement agent and offering fees payable by the Company. The public warrants may not be exercised if the aggregate number of common stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation; 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 9.99 %. The Company has the right to “call” any portion of a holder’s public warrants by delivering a call notice to the holder within 30 days after Company publicly announces an increase in pepinemab-treated patients relative to placebo-treated patients, with statistical significance having a p-value of less than or equal to 0.05 , in the change of the FDG-PET standard uptake value ratio for brain metabolism between baseline and month 12 as assessed by [18F]fluorodeoxyglucose (FDG)-PET in the resting state following administration of 40 mg/kg pepinemab or placebo, as applicable, as described in the protocol for the Company’s SIGNAL-AD Alzheimer’s disease study and the associated Statistical Analysis Plan (the “Positive Data Release”). After delivery of a call notice, the public warrants will continue to be exercisable. Each public warrant will be canceled and no longer exercisable to the extent the holder fails to timely exercise the public warrant for the called portion thereof within 20 trading days following the Company’s issuance of a call notice. In the event of a fundamental transaction, the public warrants required the Company to make a payment based on a Black-Scholes pricing model valuation, using specific inputs that precluded the instruments from being considered indexed to the Company’s own stock in accordance with ASC 815. The public warrants also contained certain terms that provided for an adjustment in response to the occurrence or nonoccurrence of a specified event that is inconsistent with an implicit assumption in a standard valuation model, which also precluded the instruments from being considered indexed to the Company’s stock in accordance with ASC 815. Therefore, upon issuance, the Company accounted for the public warrants as liabilities, which were recorded at the issuance date fair value of approximately $ 3.5 million. In March 2024, the Company entered into warrant amendment agreements with holders of approximately 83 % of the public warrants issued in the Offering to amend aforementioned terms in the public warrants. The public warrants, as amended, were no longer precluded from being considered indexed to the Company's stock in accordance with ASC 815. As a result, 572,139 of the public warrants, as amended, issued in the Offering were reclassified as equity, based on the guidance provided under ASC 815-40. The public warrants, as amended, were marked to fair value on the amendment date resulting in a gain on change in fair value of warrant liabilities of $ 0.7 million in the Company's condensed statements of operations and comprehensive loss for the three months ended March 31, 2024. In addition, $ 1.2 million of public warrant liabilities were reclassified as equity in the Company's condensed statements of stockholders' equity (deficit) for the three months ended March 31, 2024. As of March 31, 2024, all of the public warrants were outstanding. Private Placement Warrants In November 2023, pursuant to securities purchase agreements entered into with certain investors, the Company issued and sold private placement warrants to purchase 37,694 shares of common stock. Each private placement warrant has a purchase price equal to $ 1.75 per share, subject to proportional adjustments in the event of stock splits, combinations (including reverse stock splits), or similar events. The private placement warrants are immediately exercisable and expire five years from the date of issuance and the Company has the right to “call” any portion of the private placement warrants under the same conditions and terms as the public warrants. The private placement warrants are subject to the same beneficial ownership limitations as the public warrants and the pre-funded warrants. Upon issuance, the private placement warrants were precluded from being considered indexed to the Company’s own stock in accordance with ASC 815. Therefore, at issuance, the private placement warrants were liability-classified and recorded at their respective issuance date fair values. On February 6, 2024 , the Company entered into a securities purchase agreement pursuant to which we issued and sold 274,182 shares of our common stock together with private placement warrants to purchase up to 274,182 shares of common stock and (ii) pre-funded warrants to purchase up to 90,363 shares of common stock together with private placement warrants to purchase up to 90,363 shares of our common stock (the “February 2024 SPA”). Each private placement warrant is immediately exercisable and has an initial exercise price of $ 14.00 per share. The shares of common stock and accompanying private placement warrants were sold at a combined price of $ 10.15 per share and the accompanying private placement warrants, and the pre-funded warrants and accompanying private placement warrants were sold at a combined price of $ 10.1486 per pre-funded warrant and accompanying private placement warrant, for aggregate gross proceeds of approximately $ 3.7 million. The Company has the right to “call” the exercise of any portion of a holder’s private placement warrants by delivering a call notice to the holder within 30 days, in the case of the November private placement warrants, or 120 days in the case of the February private placement warrants, after the Positive Data Release. After delivery of a call notice, the private placement warrants will continue to be exercisable. Each private placement warrant will be canceled and no longer exercisable to the extent the holder fails to timely exercise the private placement warrant for the called portion thereof within 20 trading days, in the case of the November private placement warrants, or 30 trading days in the case of the February private placement warrants, following the Company’s issuance of a call notice, provided that to the extent the exercise of a called portion of a private placement warrant would cause the holder to hold common stock in excess of a specified beneficial ownership limitation, upon exercise of such portion, as set forth in the private placement warrant, instead of shares being issued, the exercise would result in the modification of the terms of such portion to be consistent with the terms of the pre-funded warrant. Upon issuance, the private placement warrants were precluded from being considered indexed to the Company’s own stock in accordance with ASC 815. Therefore, at issuance, the private placement warrants were liability-classified and recorded at their issuance date fair value. In March 2024, the Company entered into warrant amendment agreements with holders of 100 % of the private placement warrants issued in November 2023 and holders of 97 % of the private placement warrants issued in the February 2024 SPA to amend the aforementioned terms in the private placement warrants. As a result, 354,693 of the November 2023 and February 2024 SPA private placement warrants, as amended, were no longer precluded from being considered indexed to the Company's stock in accordance with ASC 815. The Company reclassified $ 0.8 million of the amended private placement warrants, as equity, in the Company's condensed statements of stockholders' equity/deficit for the three months ended March 31, 2024 based on the guidance provided under ASC 815-40. The private placement warrants, as amended, were marked to fair value on the amendment date resulting in a gain on change in fair value of warrant liabilities of $ 0.36 million in the Company's condensed statements of operations and comprehensive loss for the three months ended March 31, 2024. On March 27, 2024, the Company entered into a securities purchase agreement pursuant to which the Company issued and sold 193,000 shares of the Company's common stock in a public offering together with private placement warrants to purchase up to 193,000 shares of common stock in a concurrent private placement at a combined price of $ 7.77 per share and accompanying private placement warrant for an aggregate purchase price of approximately $ 1.5 million. Separately on March 27, 2024, the Company entered into a securities purchase agreement in a different form pursuant to which the Company sold 159,683 shares of common stock and private placement warrants to purchase up to 159,683 shares of common stock in a private placement at a combined price of $ 7.77 per share and accompanying private placement warrant for an aggregate purchase price of approximately $ 1.25 million. The Company evaluated the March 2024 private placement warrants and concluded that they met the criteria to be classified within stockholders’ equity within additional paid-in-capital. These private placement warrants are equity classified because they (1) are freestanding financial instruments that are legally detachable and separately exercisable from the common stock, (2) are immediately exercisable, (3) do not embody an obligation for the Company to repurchase its shares, (4) permit the holder to receive a fixed number of shares of common stock upon exercise, (5) are indexed to the Company's common stock and (6) meet the equity classification criteria. Accordingly, the Company allocated approximately $ 0.84 million of the proceeds remaining (after the allocation of proceeds to the common stock in the amount equal to their issuance date fair value) to the March private placement warrants on a relative fair value basis for recognition in additional paid-in capital on the date of issuance. In connection with the securities purchase agreement with the Alzheimer’s Drug Discovery Foundation, the Company sold ADDF Warrants to purchase up to 229,057 shares of common stock. Each ADDF Warrant has an initial exercise price equal to $ 7.64 per share, subject to proportional adjustments in the event of stock splits, combinations (including reverse stock splits), or similar events. These ADDF Warrants are immediately exercisable and will expire on March 29, 2029 . The Company evaluated the ADDF Warrants and concluded they met the criteria to be classified within stockholders’ equity within additional paid-in-capital. The ADDF Warrants are equity classified because they (1) are freestanding financial instruments that are legally detachable and separately exercisable from the common stock, (2) are immediately exercisable, (3) do not embody an obligation for the Company to repurchase its shares, (4) permit the holder to receive a fixed number of shares of common stock upon exercise, (5) are indexed to the Company's common stock and (6) meet the equity classification criteria. Accordingly, based upon the relative fair values of the instruments on the date of issuance, the Company allocated approximately $ 0.57 million of the gross proceeds to the ADDF Warrants and $ 1.18 million of the gross proceeds to the Series A Preferred Stock which is net of $ 95 thousand, attributed to the derivative asset. As of March 31, 2024, all of the private placement warrants were outstanding. Pre-Funded Warrants In connection with the February 2024 SPA, the Company sold pre-funded warrants exercisable for 90,363 shares of common stock. Each pre-funded warrant has an initial exercise price equal to $ 0.0014 per share, subject to proportional adjustments in the event of stock splits, combinations (including reverse stock splits), or similar events. The pre-funded warrants may be exercised at any time and will not expire until exercised in full. The pre-funded warrants are subject to the same beneficial owner limitations as the private placement warrants. The Company evaluated the pre-funded warrants and concluded that they met the criteria to be classified within stockholders’ equity within additional paid-in-capital. The pre-funded warrants are equity classified because they (1) are freestanding financial instruments that are legally detachable and separately exercisable from the common stock, (2) are immediately exercisable, (3) do not embody an obligation for the Company to repurchase its shares, (4) permit the holder to receive a fixed number of shares of common stock upon exercise, (5) are indexed to the Company's common stock and (6) meet the equity classification criteria. Accordingly, the Company allocated approximately $ 0.9 million of the proceeds remaining (after the allocation of proceeds to the liability-classified private placement warrants in the amount equal to their issuance date fair value) to the pre-funded warrants on a relative fair value basis for recognition in additional paid-in capital on the date of issuance. As of March 31, 2024, all of the pre-funded warrants were outstanding. |
Common Stock Reserved For Issua
Common Stock Reserved For Issuance | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Common Stock Reserved For Issuance | Note 11. 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 19,111 14,323 Shares available for future stock option grants 18,570 528 Shares underlying outstanding public warrants 685,714 685,714 Shares underlying outstanding private placement warrants 983,981 37,694 Shares underlying convertible preferred stock-if converted 225,225 - Shares underlying outstanding pre-funded warrants 233,220 142,857 Total shares of common stock reserved 2,165,820 881,116 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 12. 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 2,024 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 of the preceding year or such lesser number as the Company’s board of directors may decide, which may be zero. Accordingly, on January 1, 2024, 17,849 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, 2024 14,323 $ 446.93 7.7 $ - Granted 5,365 8.21 10.0 Exercised - - - - Forfeited ( 565 ) 626.18 Expired ( 12 ) 3,129.00 Balance as of March 31, 2024 19,111 $ 316.90 8.2 $ - Exercisable as of March 31, 2024 7,055 $ 712.15 6.3 $ - The weighted-average grant date fair value of stock options granted to employees and directors for the three months ended March 31, 2024 and 2023 was $ 5.70 and $ 60.90 per share, respectively. The aggregate grant date fair value of stock options that vested during the three months ended March 31, 2024 and 2023 was $ 70,586 and $ 121,585 , 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, 2024 and December 31, 2023. 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, 2024 and December 31, 2023, total unrecognized compensation cost related to stock options granted to employees was $ 337,032 and $ 448,511 , respectively, which is expected to be recognized over a weighted-average period of 3.37 and 2.16 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, 2024 2023 Expected term (in years) 6.0 6.0 Expected volatility 75 % 75 % Risk-free interest rate 4.2 % 3.9 % Expected dividend yield - % - % Total stock-based compensation expense recognized in the condensed statements of operations and comprehensive loss is as follows (in thousands): Three Months Ended March 31, 2024 2023 Research and development $ 42 $ 51 General and administrative 54 78 Total stock-based compensation expense $ 96 $ 129 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. INCOME TAXES No provision for income taxes was recorded in either of the three month periods ended March 31, 2024 and 2023. 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, 2024. 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, 2024 and December 31, 2023, 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, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Note 14. 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, 2024 2023 Options to purchase common stock 14,722 8,196 Public warrants to purchase common stock 685,714 - If-converted common shares from convertible preferred stock 9,900 - Private placement warrants to purchase common stock 275,584 - |
Segment and Geographical Inform
Segment and Geographical Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Note 15. 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, 2024 and December 31, 2023, all long-lived assets are located in the United States. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16. 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 for each of the three month periods ended March 31, 2024 and 2023. On March 30, 2023 , the Company entered into a Stock Purchase Agreement, pursuant to which the Company issued and sold 23,693 shares of its common stock at a purchase price of $ 86.10 per share for aggregate gross proceeds of $ 2.04 million (the "March 2023 Private Placement”). FCMI Parent Co. (“FCMI”), which is controlled by Albert D. Friedberg, the chairman of the Company’s board of directors, and 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 the Company’s board of directors, purchased 23,229 shares of the Company's common stock for an aggregate purchase price of $ 2.0 million in the March 2023 Private Placement. In addition, FCMI made a binding commitment in the 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, and subject to the terms and conditions of the Stock Purchase Agreement. On March 27, 2024 , the Company entered into a securities purchase agreement pursuant to which the Company issued and sold 193,000 shares of the Company's common stock in a public offering together with warrants to purchase up to 193,000 shares of common stock in a concurrent private placement at a combined price of $ 7.77 per share and accompanying warrant for an aggregate purchase price of approximately $ 1.5 million. Separately on March 27, 2024, the Company entered into a securities purchase agreement in a different form pursuant to which the Company sold 159,683 shares of common stock and warrants to purchase up to 159,683 shares of common stock in a private placement at a combined price of $ 7.77 per share and accompanying warrant for an aggregate purchase price of approximately $ 1.25 million. FCMI and Vaccinex (Rochester) L.L.C. purchased shares of the Company's common stock and accompanying warrants in the latter transaction. These transactions closed on March 28, 2024. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited condensed 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 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 financial statements should be read in conjunction with the Company’s audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 2, 2024. |
Common Stock Reverse Splits | Common Stock Reverse Splits On September 25, 2023, the Company effected a 1-for- 15 reverse stock split of its issued shares of common stock. On February 19, 2024, the Company effected a second reverse split of shares of the Company's common stock on a 1-for- 14 basis. All per share amounts, common shares outstanding, warrants, and stock-based compensation amounts for all periods presented have been retroactively adjusted to reflect these reverse stock splits. The shares of common stock retain a par value of $ 0.0001 per share. |
Use of Estimates | Use of Estimates These condensed 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 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, valuation of the warrant liabilities, valuation of the derivative asset, and valuation allowances against deferred income tax assets. Actual results could differ from those estimates. |
Convertible Preferred Stock | Convertible Preferred Stock In March 2024, the Company issued shares of a newly designated series of convertible preferred stock (see Note 9). The convertible preferred stock contained embedded redemption features requiring bifurcation and separate accounting apart from the convertible preferred stock host instrument. The Company recorded the fair value of the embedded redemption features as a derivative asset on the Company’s balance sheets in accordance with ASC Topic 815, Derivatives and Hedging. See Note 4 for the key inputs used in the fair value measurements of the derivative asset. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments consist of cash, accounts receivable, derivative asset, accounts payable, accrued liabilities, long-term debt, warrant liabilities, and convertible preferred stock. Cash, accounts receivable, accounts payable, accrued liabilities, debt,and convertible preferred stock 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. Warrant liabilities and the derivative asset are measured at fair value on a recurring basis with the assumptions discussed in Note 4. |
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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires disclosure of additional categories of information about federal, state and foreign income taxes in the rate reconciliation table and more details about the reconciling items in some categories if items meet a quantitative threshold. The ASU requires entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance makes several other changes to the disclosure requirements. The ASU is required to be applied prospectively, with the option to apply it retrospectively. The ASU is effective for fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of the adoption of this guidance on its financial statements and disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the ASU enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, and contains other disclosure requirements. The ASU does not change how an entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The ASU is required to be applied retrospectively to all periods presented in the financial statements. The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of the adoption of this guidance on its financial statements and disclosures. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment | Property and equipment consist of the following (in thousands): As of As of Leasehold improvements $ 3,277 $ 3,277 Research equipment 3,351 3,351 Furniture and fixtures 350 350 Computer equipment 250 250 Property and equipment, gross 7,228 7,228 Less: accumulated depreciation and amortization ( 7,118 ) ( 7,091 ) Property and equipment, net $ 110 $ 136 |
Accrued Expenses | Accrued expenses consist of the following (in thousands): As of As of Accrued clinical trial cost $ 1,128 $ 853 Accrued payroll and related benefits 301 295 Accrued consulting and legal 411 58 Accrued other 40 36 Accrued expenses $ 1,880 $ 1,242 |
Fair Value Measurements of Fi_2
Fair Value Measurements of Financial Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Financial Assets and Liabilities by Level within Fair Value Hierarchy | The following tables set forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy (in thousands): As of March 31, 2024 Fair Value Level 1 Level 2 Level 3 Financial Assets: Money market fund $ 12 $ 12 $ - $ - Derivative asset 95 - - 95 Total Financial Assets $ 107 $ 12 $ - $ 95 As of December 31, 2023 Fair Value Level 1 Level 2 Level 3 Financial Assets: Money market fund $ 1,337 $ 1,337 $ - $ - Total Financial Assets $ 1,337 $ 1,337 $ - $ - As of March 31, 2024 Fair Value Level 1 Level 2 Level 3 Financial Liabilities: Warrant liabilities - public warrants $ 237 $ - $ - $ 237 Warrant liabilities - private placement warrants 22 - - 22 Total Financial Liabilities $ 259 $ - $ - $ 259 As of December 31, 2023 Fair Value Level 1 Level 2 Level 3 Financial Liabilities: Warrant liabilities - public warrants $ 2,275 $ - $ - $ 2,275 Warrant liabilities - private placement warrants 76 - - 76 Total Financial Liabilities $ 2,351 $ - $ - $ 2,351 |
Summary of Key Inputs into Valuation Models Used to Estimate Fair Value of Warrant Liabilities | The key inputs into the respective valuation models used to estimate the fair value of the warrant liabilities at March 31, 2024, were as follows: Public Warrants Private Placement Warrants Low High Low High Risk-free interest rate 3.81 % 5.30 % 3.81 % 5.30 % Volatility 106 % 130 % 105 % 130 % Dividend yield 0 % 0 % 0 % 0 % Expected term (years) 0.51 4.76 0.51 5.01 Share price $ 7.410 $ 9.310 $ 7.410 $ 9.310 The key inputs into the respective valuation models used to estimate the fair value of the warrant liabilities at December 31, 2023, were as follows: Public Warrants Private Placement Warrants Low High Low High Risk-free interest rate 3.81 % 5.42 % 3.81 % 5.33 % Volatility 99 % 113 % 102 % 113 % Dividend yield 0 % 0 % 0 % 0 % Expected term (years) 0.75 5.01 0.75 5.01 Share price $ 9.310 $ 13.160 $ 9.310 $ 12.880 |
Summary of Changes in Fair Value of Company's Warrant Liabilities that is Recognized in Change in Fair Value of Warrant Liabilities in Accompanying Statements of Operations and Comprehensive Loss | The following table summarizes the changes in fair value of the Company’s warrant liabilities that is recognized in the change in fair value of the warrant liabilities in the accompanying condensed statements of operations and comprehensive loss during the three months ended March 31, 2024 (in thousands): Public Warrants Private Placement Warrants Total Warrant liabilities as of January 1, 2024 $ 2,275 $ 76 $ 2,351 Issuance of warrants - 1,113 1,113 Reclassified as equity ( 1,199 ) ( 800 ) ( 1,999 ) Change in fair value ( 839 ) ( 367 ) ( 1,206 ) Warrant liabilities as of March 31, 2024 $ 237 $ 22 $ 259 |
Schedule of Quantitative Information Regarding Measurement Inputs to Estimate the Fair Value of Asset | The following table provides quantitative information regarding measurement inputs used to estimate the fair value of the Level 3 asset at March 31, 2024: Risk-free interest rate 4.97 % Expected volatility 40.00 % Expected term (in years) 1.00 Exercise price (per share) $ 7.77 Number of shares 10 |
Schedule of Changes in Derivative Assets | The following table presents the changes in the derivative asset during the three months ended March 31, 2024 (in thousands): Derivative asset as of January 1, 2024 $ - Issuance of convertible preferred stock 95 Change in fair value - Derivative asset as of March 31, 2024 $ 95 |
Common Stock Reserved For Iss_2
Common Stock Reserved For Issuance (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 19,111 14,323 Shares available for future stock option grants 18,570 528 Shares underlying outstanding public warrants 685,714 685,714 Shares underlying outstanding private placement warrants 983,981 37,694 Shares underlying convertible preferred stock-if converted 225,225 - Shares underlying outstanding pre-funded warrants 233,220 142,857 Total shares of common stock reserved 2,165,820 881,116 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [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, 2024 14,323 $ 446.93 7.7 $ - Granted 5,365 8.21 10.0 Exercised - - - - Forfeited ( 565 ) 626.18 Expired ( 12 ) 3,129.00 Balance as of March 31, 2024 19,111 $ 316.90 8.2 $ - Exercisable as of March 31, 2024 7,055 $ 712.15 6.3 $ - |
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, 2024 2023 Expected term (in years) 6.0 6.0 Expected volatility 75 % 75 % Risk-free interest rate 4.2 % 3.9 % Expected dividend yield - % - % |
Total Stock-Based Compensation Expense Recognized in Condensed Statements of Operations and Comprehensive Loss | Total stock-based compensation expense recognized in the condensed statements of operations and comprehensive loss is as follows (in thousands): Three Months Ended March 31, 2024 2023 Research and development $ 42 $ 51 General and administrative 54 78 Total stock-based compensation expense $ 96 $ 129 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 2023 Options to purchase common stock 14,722 8,196 Public warrants to purchase common stock 685,714 - If-converted common shares from convertible preferred stock 9,900 - Private placement warrants to purchase common stock 275,584 - |
Company and Nature of Business
Company and Nature of Business - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Cash used in operations | $ (4,632) | $ (5,040) | |
Accumulated deficit | $ 343,824 | $ 339,927 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | |||
Feb. 19, 2024 $ / shares | Sep. 25, 2023 $ / shares | Mar. 31, 2024 $ / shares | Dec. 31, 2023 $ / shares | |
Accounting Policies [Abstract] | ||||
Reverse stock splits description | Company effected a 1-for-15 reverse stock split of its issued shares of common stock. On February 19, 2024, the Company effected a second reverse split of shares of the Company's common stock on a 1-for-14 basis. All per share amounts, common shares outstanding, warrants, and stock-based compensation amounts for all periods presented have been retroactively adjusted to reflect these reverse stock splits. | |||
Stock split, conversion ratio | 0.14 | 0.15 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 7,228 | $ 7,228 |
Less: accumulated depreciation and amortization | (7,118) | (7,091) |
Property and equipment, net | 110 | 136 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,277 | 3,277 |
Research Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,351 | 3,351 |
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 | $ 250 | $ 250 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 27,000 | $ 31,000 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued clinical trial cost | $ 1,128 | $ 853 |
Accrued payroll and related benefits | 301 | 295 |
Accrued consulting and legal | 411 | 58 |
Accrued other | 40 | 36 |
Accrued expenses | $ 1,880 | $ 1,242 |
Fair Value Measurements of Fi_3
Fair Value Measurements of Financial Measurements - Summary of Fair Value of Financial Assets and Liabilities by Level within Fair Value Hierarchy (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Financial Assets: | ||
Derivative asset | $ 95 | |
Financial Liabilities: | ||
Warrant liabilities | 259,000 | $ 2,351,000 |
Public Warrants | ||
Financial Liabilities: | ||
Warrant liabilities | 237,000 | 2,275,000 |
Private Placement Warrants | ||
Financial Liabilities: | ||
Warrant liabilities | 22,000 | 76,000 |
Fair Value Measurements Recurring | ||
Financial Assets: | ||
Derivative asset | 95,000 | |
Total Financial Assets | 107,000 | 1,337,000 |
Financial Liabilities: | ||
Total Financial Liabilities | 259,000 | 2,351,000 |
Fair Value Measurements Recurring | Public Warrants | ||
Financial Liabilities: | ||
Warrant liabilities | 237,000 | 2,275,000 |
Fair Value Measurements Recurring | Private Placement Warrants | ||
Financial Liabilities: | ||
Warrant liabilities | 22,000 | 76,000 |
Fair Value Measurements Recurring | Money Market Funds | ||
Financial Assets: | ||
Cash equivalents | 12,000 | 1,337,000 |
Fair Value Measurements Recurring | Level 1 | ||
Financial Assets: | ||
Derivative asset | 0 | |
Total Financial Assets | 95,000 | 1,337,000 |
Fair Value Measurements Recurring | Level 1 | Money Market Funds | ||
Financial Assets: | ||
Cash equivalents | 12,000 | 1,337,000 |
Fair Value Measurements Recurring | Level 3 | ||
Financial Assets: | ||
Derivative asset | 95,000 | |
Total Financial Assets | 12,000 | |
Financial Liabilities: | ||
Total Financial Liabilities | 259,000 | 2,351,000 |
Fair Value Measurements Recurring | Level 3 | Public Warrants | ||
Financial Liabilities: | ||
Warrant liabilities | 237,000 | 2,275,000 |
Fair Value Measurements Recurring | Level 3 | Private Placement Warrants | ||
Financial Liabilities: | ||
Warrant liabilities | $ 22,000 | $ 76,000 |
Fair Value Measurements of Fi_4
Fair Value Measurements of Financial Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant liabilities | $ 259,000 | $ 0 | $ 2,351,000 |
Change in fair value of warrant liabilities | (1,206,000) | 0 | |
Fair Value Measurements Recurring | |||
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 | |
Financial assets, transfer in to level 3, amount | 0 | 0 | |
Financial assets, transfer out of level 3, amount | 0 | 0 | |
Financial liabilities, level 1 to level 2 transfer, amount | 0 | 0 | |
Financial liabilities, level 2 to level 1 transfer, amount | 0 | 0 | |
Financial liabilities, transfer in to level 3, amount | 0 | 0 | |
Financial liabilities, transfer out of level 3, amount | $ 0 | $ 0 |
Fair Value Measurements of Fi_5
Fair Value Measurements of Financial Measurements - Summary of Key Inputs in to Valuation Models Used to Estimate Fair Value of Warrant Liabilities (Details) | Mar. 31, 2024 | Dec. 31, 2023 |
Public Warrants | Maximum | Risk-Free Interest Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities measurement input | 5.3 | 5.42 |
Public Warrants | Maximum | Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities measurement input | 130 | 113 |
Public Warrants | Maximum | Dividend Yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities measurement input | 0 | 0 |
Public Warrants | Maximum | Expected Term (Years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities measurement input | 4.76 | 5.01 |
Public Warrants | Maximum | Share Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities measurement input | 9.31 | 13.16 |
Public Warrants | Minimum | Risk-Free Interest Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities measurement input | 3.81 | 3.81 |
Public Warrants | Minimum | Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities measurement input | 106 | 99 |
Public Warrants | Minimum | Dividend Yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities measurement input | 0 | 0 |
Public Warrants | Minimum | Expected Term (Years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities measurement input | 0.51 | 0.75 |
Public Warrants | Minimum | Share Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities measurement input | 7.41 | 9.31 |
Private Placement Warrants | Maximum | Risk-Free Interest Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities measurement input | 5.3 | 5.33 |
Private Placement Warrants | Maximum | Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities measurement input | 130 | 113 |
Private Placement Warrants | Maximum | Dividend Yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities measurement input | 0 | 0 |
Private Placement Warrants | Maximum | Expected Term (Years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities measurement input | 5.01 | 5.01 |
Private Placement Warrants | Maximum | Share Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities measurement input | 9.31 | 12.88 |
Private Placement Warrants | Minimum | Risk-Free Interest Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities measurement input | 3.81 | 3.81 |
Private Placement Warrants | Minimum | Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities measurement input | 105 | 102 |
Private Placement Warrants | Minimum | Dividend Yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities measurement input | 0 | 0 |
Private Placement Warrants | Minimum | Expected Term (Years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities measurement input | 0.51 | 0.75 |
Private Placement Warrants | Minimum | Share Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities measurement input | 7.41 | 9.31 |
Fair Value Measurements of Fi_6
Fair Value Measurements of Financial Measurements - Summary of Changes in Fair Value of Company's Warrant Liabilities that is Recognized in Change in Fair Value of Warrant Liabilities in Accompanying Statements of Operations and Comprehensive Loss (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities as of January 1, 2024 | $ 2,351,000 | |
Issuance of warrants | 1,113,000 | |
Reclassified as equity | (1,999,000) | |
Change in fair value | (1,206,000) | $ 0 |
Warrant liabilities as of March 31, 2024 | 259,000 | |
Public Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities as of January 1, 2024 | 2,275,000 | |
Reclassified as equity | (1,199,000) | |
Change in fair value | (839,000) | |
Warrant liabilities as of March 31, 2024 | 237,000 | |
Private Placement Warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liabilities as of January 1, 2024 | 76,000 | |
Issuance of warrants | 1,113,000 | |
Reclassified as equity | (800,000) | |
Change in fair value | (367,000) | |
Warrant liabilities as of March 31, 2024 | $ 22,000 |
Fair Value Measurements of Fi_7
Fair Value Measurements of Financial Measurements - Schedule of Quantitative Information Regarding Measurement Inputs to Estimate the Fair Value of Asset (Details) - Level 3 | Mar. 31, 2024 |
Risk-Free Interest Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative asset measurement input | 4.97 |
Expected Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative asset measurement input | 40 |
Expected Term (in years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative asset measurement input | 1 |
Exercise Price (per share) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative asset measurement input | 7.77 |
Number of shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative asset measurement input | 10 |
Fair Value Measurements of Fi_8
Fair Value Measurements of Financial Measurements - Schedule of Changes in Derivative Assets (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Fair Value Disclosures [Abstract] | |
Issuance of convertible preferred stock | $ 95 |
Derivative assets ending balance | $ 95 |
Collaboration Agreements - Addi
Collaboration Agreements - Additional Information (Details) | 1 Months Ended | 3 Months Ended | |
Nov. 30, 2017 USD ($) Milestone TargetAntigen | Mar. 31, 2024 USD ($) | 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 | $ 104,000 | $ 550,000 | |
Surface Oncology, Inc. | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Upfront payments fee received | $ 250,000 | ||
Number of designated milestones | Milestone | 4 | ||
Surface Oncology, Inc. | Exclusive Product License | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Revenue | $ 500,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - Subsequent Event | Apr. 11, 2024 USD ($) |
Commitments And Contingencies [Line Items] | |
Minimum stockholders' equity required for listing | $ 2,500,000 |
Market value of listed securities | 35,000,000 |
Net income from continuing operations related to listing | $ 500,000 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 3 Months Ended | 27 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | 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 uses its incremental borrowing rate for the applicable lease, which was 7.0%. | ||
Future minimum operating leases payment in total | $ 105,337 | ||
Imputed interest | 2,415 | ||
Operating lease liability | 102,922 | ||
Cash paid for amount included in measurement of lease liabilities | 45,144 | $ 45,144 | |
Lease expense incurred under operating lease | $ 45,144 | $ 45,144 | |
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, 2024 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 248 | $ 423 | ||
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 | |||
CARES Act of 2020 aid forgiveness amount | $ 876,171 | |||
Monthly repayment | $ 6,334 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) | 3 Months Ended | |||
Apr. 01, 2024 USD ($) | Mar. 28, 2024 USD ($) PValue TradingDay $ / shares shares | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Class of Stock [Line Items] | ||||
Accounts receivable | $ 2,775,000 | $ 961,000 | ||
Liquidation value | 1,750,000,000 | $ 0 | ||
Derivative asset | $ 95 | |||
ADDF Warrant | ||||
Class of Stock [Line Items] | ||||
Warrant expiration date | Mar. 29, 2029 | Mar. 29, 2029 | ||
Number of trading days | TradingDay | 30 | |||
Proceeds from issuance of warrants | $ 570,000 | |||
Securities Purchase Agreement | ||||
Class of Stock [Line Items] | ||||
Maximum common stock purchased | shares | 229,057 | |||
Aggregate purchase price of common stock | $ 1,750,000 | |||
Conversion price | $ / shares | $ 7.77 | |||
Minimum limit of borrowings | $ 1,000,000 | |||
Securities Purchase Agreement | ADDF Warrant | ||||
Class of Stock [Line Items] | ||||
Exercise price of warrants | $ / shares | $ 7.64 | |||
Series A Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Proceeds from issuance of convertible preferred stock | 1,180,000 | |||
Discount on preferred stock | $ 480,000 | |||
Amortization period of preferred stock | 4 years | |||
Preferred stock liquidation asset value | 175,000 | |||
Liquidation value | 1,750,000 | |||
Derivative asset | $ 95,000 | 95,000 | ||
Series A Preferred Stock | Securities Purchase Agreement | ||||
Class of Stock [Line Items] | ||||
Preferred stock, voting rights | The Series A Preferred Stock is non-voting, has no mandatory redemption | |||
Preferred stock, dividend rate | 5% | |||
Increase in dividend rate per year | 2% | |||
Maximum limit dividend rate can increase | 12% | |||
Preferred stock, a liquidation preference | $ / shares | $ 175,000 | |||
Percentage of share holders consent required to amend bylaws | 50.10% | |||
Series A Preferred Stock | Securities Purchase Agreement | Maximum | ||||
Class of Stock [Line Items] | ||||
Statistical significance of p-value | PValue | 0.05 | |||
ADDF Warrants and Series A Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Accounts receivable | $ 1,750,000 | |||
Subsequent Event | ADDF Warrants and Series A Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Proceeds from issuance of preferred stock and warrants | $ 1,750,000 |
Warrants - Additional Informati
Warrants - Additional Information (Details) | 1 Months Ended | 3 Months Ended | |||||||
Mar. 28, 2024 USD ($) PValue TradingDay $ / shares | Mar. 27, 2024 $ / shares shares | Feb. 06, 2024 USD ($) TradingDay $ / shares shares | Oct. 03, 2023 USD ($) PValue TradingDay $ / shares shares | Mar. 30, 2023 | Feb. 29, 2024 USD ($) $ / shares shares | Nov. 30, 2023 $ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | |
Class of Warrant or Right [Line Items] | |||||||||
Sale of stock, transaction date | Mar. 27, 2024 | ||||||||
Derivative asset | $ | $ 95 | ||||||||
Change in fair value of warrant liability | $ | (1,206,000) | $ 0 | |||||||
Reclassification of public warrants, as amended | $ | $ 1,199,000 | ||||||||
Description of public warrants right to call | The Company has the right to “call” any portion of a holder’s public warrants by delivering a call notice to the holder within 30 days after Company publicly announces an increase in pepinemab-treated patients relative to placebo-treated patients, with statistical significance having a p-value of less than or equal to 0.05, in the change of the FDG-PET standard uptake value ratio for brain metabolism between baseline and month 12 as assessed by [18F]fluorodeoxyglucose (FDG)-PET in the resting state following administration of 40 mg/kg pepinemab or placebo, as applicable, as described in the protocol for the Company’s SIGNAL-AD Alzheimer’s disease study and the associated Statistical Analysis Plan (the “Positive Data Release”). After delivery of a call notice, the public warrants will continue to be exercisable. Each public warrant will be canceled and no longer exercisable to the extent the holder fails to timely exercise the public warrant for the called portion thereof within 20 trading days following the Company’s issuance of a call notice. | ||||||||
Series A Preferred Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Proceeds from issuance of common stock | $ | $ 1,180,000 | ||||||||
Derivative asset | $ | $ 95,000 | $ 95,000 | |||||||
Securities Purchase Agreement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Shares issued, price per share | $ / shares | $ 7.64 | ||||||||
November Warrant Offering | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued | 354,693 | ||||||||
February 2024 Private Placement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of stock, transaction date | Feb. 06, 2024 | ||||||||
Warrants issued | 354,693 | ||||||||
Proceeds from issuance of common stock | $ | $ 3,700,000 | ||||||||
Public Offering and Private Placement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Shares issued, price per share | $ / shares | $ 7.77 | ||||||||
Maximum [Member] | Securities Purchase Agreement | Series A Preferred Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Statistical significance of p-value | PValue | 0.05 | ||||||||
Common Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares sold | 159,683 | ||||||||
Common Stock | Private Placement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued | 159,683 | ||||||||
Common Stock | Public Offering and Private Placement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Shares issued, price per share | $ / shares | $ 7.77 | ||||||||
Public Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of stock, transaction date | Oct. 03, 2023 | ||||||||
Warrants expiration period | 5 years | ||||||||
Call notice period | 30 days | ||||||||
Number of trading days | TradingDay | 20 | ||||||||
Issuance date fair value | $ | $ 3,500,000 | ||||||||
Percentage of public warrants issued with holders | 83% | ||||||||
Change in fair value of warrant liability | $ | $ 700,000 | ||||||||
Public Warrants | Maximum [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Statistical significance of p-value | PValue | 0.05 | ||||||||
Public Warrants | Common Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares sold | 193,000 | 542,857 | |||||||
Warrants issued | 542,857 | ||||||||
Shares issued, price per share | $ / shares | $ 14 | ||||||||
Notice period to change beneficial ownership limitation | 61 days | ||||||||
Maximum beneficial ownership limitation | 9.99% | ||||||||
Public Warrants | Warrants Reclassified As Equity | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued | 572,139 | ||||||||
Reclassification of public warrants, as amended | $ | $ 1,200,000 | ||||||||
Pre Funded Warrants and Public Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Shares issued, price per share | $ / shares | $ 13.99 | ||||||||
Proceeds from issuance of common stock | $ | $ 9,600,000 | ||||||||
Pre Funded Warrants and Public Warrants | Common Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued | 142,857 | ||||||||
Pre-funded Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Proceeds from issuance of common stock | $ | $ 900,000 | ||||||||
Pre-funded Warrants | Common Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares sold | 90,363 | ||||||||
Warrants issued | 142,857 | ||||||||
Shares issued, price per share | $ / shares | $ 0.0014 | ||||||||
Private Placement Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants expiration period | 5 years | ||||||||
Proceeds from issuance of common stock | $ | $ 840,000 | ||||||||
Description of warrants right to call | The Company has the right to “call” the exercise of any portion of a holder’s private placement warrants by delivering a call notice to the holder within 30 days, in the case of the November private placement warrants, or 120 days in the case of the February private placement warrants, after the Positive Data Release. After delivery of a call notice, the private placement warrants will continue to be exercisable. Each private placement warrant will be canceled and no longer exercisable to the extent the holder fails to timely exercise the private placement warrant for the called portion thereof within 20 trading days, in the case of the November private placement warrants, or 30 trading days in the case of the February private placement warrants, following the Company’s issuance of a call notice, provided that to the extent the exercise of a called portion of a private placement warrant would cause the holder to hold common stock in excess of a specified beneficial ownership limitation, upon exercise of such portion, as set forth in the private placement warrant, instead of shares being issued, the exercise would result in the modification of the terms of such portion to be consistent with the terms of the pre-funded warrant. | ||||||||
Change in fair value of warrant liability | $ | $ 360,000 | ||||||||
Reclassification of public warrants, as amended | $ | $ 800,000 | ||||||||
Private Placement Warrants | November Warrant Offering | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Call notice period | 30 days | ||||||||
Number of trading days | TradingDay | 20 | ||||||||
Percentage of warrants issued with holders | 100% | ||||||||
Private Placement Warrants | February 2024 Private Placement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Call notice period | 120 days | ||||||||
Number of trading days | TradingDay | 30 | ||||||||
Percentage of warrants issued with holders | 97% | ||||||||
Private Placement Warrants | Common Stock | November Warrant Offering | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares sold | 37,694 | ||||||||
Shares issued, price per share | $ / shares | $ 1.75 | ||||||||
Private Placement Warrants | Common Stock | February 2024 Private Placement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares sold | 274,182 | ||||||||
Shares issued, price per share | $ / shares | $ 10.15 | ||||||||
Common Warrants | February 2024 Private Placement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exercise price of warrants | $ / shares | $ 14 | ||||||||
Common Warrants | Common Stock | February 2024 Private Placement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued | 274,182 | ||||||||
Common Warrants | Common Stock | Private Placement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued | 193,000 | ||||||||
Common and Pre-Funded Warrants | February 2024 Private Placement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants issued | 90,363 | ||||||||
Shares issued, price per share | $ / shares | $ 10.1486 | ||||||||
ADDF Warrant | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Proceeds from issuance of common stock | $ | $ 570,000 | ||||||||
Number of trading days | TradingDay | 30 | ||||||||
Warrant expiration date | Mar. 29, 2029 | Mar. 29, 2029 | |||||||
ADDF Warrant | Securities Purchase Agreement | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exercise price of warrants | $ / shares | $ 7.64 | ||||||||
ADDF Warrant | Common Stock | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of shares sold | 229,057 |
Common Stock Reserved For Iss_3
Common Stock Reserved For Issuance - Common Stock Reserved For Potential Future Issuances (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 2,165,820 | 881,116 |
Shares Underlying Outstanding Stock Options | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 19,111 | 14,323 |
Shares Available For Future Stock Option Grants | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 18,570 | 528 |
Shares Underlying Outstanding Public Warrants | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 685,714 | 685,714 |
Shares Underlying Outstanding Private Placement Warrants | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 983,981 | 37,694 |
Shares Underlying Convertible Preferred Stock-if Converted | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 225,225 | |
Shares Underlying Outstanding Pre-funded Warrants | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 233,220 | 142,857 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jan. 01, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total shares of common stock reserved | 2,165,820 | 881,116 | ||
Weighted-average grant date fair value of stock options granted to employees and directors | $ 5.7 | $ 60.9 | ||
Aggregate grant date fair value of stock options vested | $ 70,586 | $ 121,585 | ||
Total unrecognized compensation cost related to stock options granted to employees | $ 337,032 | $ 448,511 | ||
2018 Omnibus Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total shares of common stock reserved | 2,024 | |||
Percentage of total shares of common stock reserved | 2% | |||
Additional shares of common stock | 17,849 | |||
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 13 days | 2 years 1 month 28 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) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock Options, Balance | 14,323 | |
Stock Options, Granted | 5,365 | |
Stock Options, Forfeited | (565) | |
Stock Options, Expired | (12) | |
Stock Options, Balance | 19,111 | 14,323 |
Stock Options, Exercisable | 7,055 | |
Weighted-Average Exercise Price, Balance | $ 446.93 | |
Weighted-Average Exercise Price, Granted | 8.21 | |
Weighted-Average Exercise Price, Forfeited | 626.18 | |
Weighted-Average Exercise Price, Expired | 3,129 | |
Weighted-Average Exercise Price, Balance | 316.90 | $ 446.93 |
Weighted-Average Exercise Price, Exercisable | $ 712.15 | |
Weighted-Average Remaining Contractual Life (Years), Balance | 8 years 2 months 12 days | 7 years 8 months 12 days |
Weighted-Average Remaining Contractual Life (Years), Granted | 10 years | |
Weighted-Average Remaining Contractual Life (Years), Exercisable | 6 years 3 months 18 days |
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) - Employee Stock Options | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | 6 years |
Expected volatility | 75% | 75% |
Risk-free interest rate | 4.20% | 3.90% |
Stock-Based Compensation - Tota
Stock-Based Compensation - Total Stock-Based Compensation Expense Recognized in Condensed Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 96 | $ 129 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 42 | 51 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 54 | $ 78 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
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, 2024 | Mar. 31, 2023 | |
Public Warrants | ||
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 | 685,714 | |
If Converted Common Shares From Convertible Preferred Stock | ||
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 | 9,900 | |
Private Placement Warrants | ||
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 | 275,584 | |
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 | 14,722 | 8,196 |
Segment and Geographic Informat
Segment and Geographic Information - Additional Information (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 BusinessActivity Segment SegmentManager | Dec. 31, 2023 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) - USD ($) | 3 Months Ended | ||||||
Mar. 27, 2024 | Oct. 03, 2023 | May 15, 2023 | Mar. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||||||
Lease expense incurred under operating lease | $ 45,144 | $ 45,144 | |||||
Sale of stock, transaction date | Mar. 27, 2024 | ||||||
Common stock, shares issued | 1,584,305 | 892,622 | |||||
Public Warrants | |||||||
Related Party Transaction [Line Items] | |||||||
Sale of stock, transaction date | Oct. 03, 2023 | ||||||
March 2023 Private Placement | |||||||
Related Party Transaction [Line Items] | |||||||
Sale of stock, transaction date | Mar. 30, 2023 | ||||||
March 2023 Private Placement | FCMI Parent Co. | |||||||
Related Party Transaction [Line Items] | |||||||
Gross proceeds from issuance of common stock | $ 2,000,000 | ||||||
Common stock, shares issued | 23,229 | ||||||
March 2023 Private Placement | Vaccinex (Rochester) L.L.C. | |||||||
Related Party Transaction [Line Items] | |||||||
Gross proceeds from issuance of common stock | $ 2,000,000 | ||||||
Common stock, shares issued | 23,229 | ||||||
Public Offering and Private Placement | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate purchase price | $ 1,250,000 | ||||||
Shares issued, price per share | $ 7.77 | ||||||
Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate number of shares issued and sell | 159,683 | ||||||
Common Stock | Public Warrants | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate number of shares issued and sell | 193,000 | 542,857 | |||||
Warrants issued | 542,857 | ||||||
Shares issued, price per share | $ 14 | ||||||
Common Stock | Private Placement | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants issued | 159,683 | ||||||
Common Stock | Private Placement | Common Warrants | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants issued | 193,000 | ||||||
Common Stock | March 2023 Private Placement | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate number of shares issued and sell | 23,693 | ||||||
Shares issued, price per share | $ 86.1 | ||||||
Gross proceeds from issuance of common stock | $ 2,040,000 | ||||||
Common Stock | May 2023 Private Placement | |||||||
Related Party Transaction [Line Items] | |||||||
Gross proceeds from issuance of common stock | $ 2,960,000 | ||||||
Common Stock | Public Offering and Private Placement | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate purchase price | $ 1,500,000 | ||||||
Shares issued, price per share | $ 7.77 |