Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Current Reporting Status | Yes | |
Trading Symbol | VCNX | |
Entity Registrant Name | Vaccinex, Inc. | |
Entity Central Index Key | 0001205922 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 42,718,957 | |
Entity File Number | 001-38624 | |
Entity Tax Identification Number | 16-1603202 | |
Entity Address, Address Line One | 1895 Mount Hope Avenue | |
Entity Address, City or Town | Rochester | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14620 | |
City Area Code | 585 | |
Local Phone Number | 271-2700 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 7,186 | $ 8,589 |
Accounts receivable | 50 | |
Prepaid expenses and other current assets | 789 | 816 |
Total current assets | 8,025 | 9,405 |
Property and equipment, net | 236 | 297 |
Operating lease right-of-use asset | 351 | 141 |
TOTAL ASSETS | 8,612 | 9,843 |
Current liabilities: | ||
Accounts payable | 494 | 1,061 |
Accrued expenses | 1,256 | 980 |
Current portion of long-term debt | 74 | 74 |
Operating lease liability | 163 | 141 |
Total current liabilities | 1,987 | 2,256 |
Long-term debt | 119 | 175 |
Operating lease liability, net of current portion | 188 | |
TOTAL LIABILITIES | 2,294 | 2,431 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity (deficit): | ||
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized as of September 30, 2022, and December 31, 2021; 42,664,903 and 30,801,962 shares issued as of September 30, 2022 and December 31, 2021, respectively; 42,664,051 and 30,801,110 shares outstanding as of September 30, 2022 and December 31, 2021, respectively | 4 | 3 |
Additional paid-in capital | 320,923 | 307,281 |
Treasury stock, at cost; 852 shares of common stock as of September 30, 2022 and December 31, 2021, respectively | (11) | (11) |
Accumulated deficit | (314,598) | (299,861) |
TOTAL STOCKHOLDERS’ EQUITY | 6,318 | 7,412 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 8,612 | $ 9,843 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 42,664,903 | 30,801,962 |
Common stock, shares outstanding | 42,664,051 | 30,801,110 |
Treasury stock, common shares | 852 | 852 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 50,000 | $ 50,000 | $ 50,000 | $ 900,000 |
Costs and expenses: | ||||
Research and development | 3,429,000 | 3,629,000 | 10,238,000 | 13,206,000 |
General and administrative | 1,413,000 | 1,484,000 | 4,599,000 | 4,666,000 |
Total costs and expenses | 4,842,000 | 5,113,000 | 14,837,000 | 17,872,000 |
Loss from operations | (4,792,000) | (5,063,000) | (14,787,000) | (16,972,000) |
Interest expense | (1,000) | (142,000) | (2,000) | (825,000) |
Other income (expense), net | 34,000 | (1,000) | 52,000 | 48,000 |
Loss before provision for income taxes | (4,759,000) | (5,206,000) | (14,737,000) | (17,749,000) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | (4,759,000) | (5,206,000) | (14,737,000) | (17,749,000) |
Net loss attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net loss attributable to Vaccinex, Inc. common stockholders | (4,759,000) | (5,206,000) | (14,737,000) | (17,749,000) |
Comprehensive loss | $ (4,759,000) | $ (5,206,000) | $ (14,737,000) | $ (17,749,000) |
Net loss per share attributable to Vaccinex, Inc. common stockholders, basic | $ (0.11) | $ (0.17) | $ (0.36) | $ (0.63) |
Net loss per share attributable to Vaccinex, Inc. common stockholders, diluted | $ (0.11) | $ (0.17) | $ (0.36) | $ (0.63) |
Weighted-average shares used in computing net loss per share attributable to Vaccinex, Inc. common stockholders, basic | 42,664,051 | 30,801,110 | 41,362,128 | 28,198,559 |
Weighted-average shares used in computing net loss per share attributable toVaccinex, Inc. common stockholders, diluted | 42,664,051 | 30,801,110 | 41,362,128 | 28,198,559 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Total Vaccinex, Inc. Stockholders? Equity (Deficit) | Noncontrolling Interests |
Balance at Dec. 31, 2020 | $ (2,612) | $ 3 | $ 250,914 | $ (11) | $ (277,481) | $ (26,575) | $ 23,963 |
Balance, Shares at Dec. 31, 2020 | 22,388,027 | 852 | |||||
Issuance of Common Shares | 32,848 | 32,848 | 32,848 | ||||
Issuance of Common Shares, Shares | 5,937,900 | ||||||
Common shares issuance costs | (985) | (985) | (985) | ||||
Stock-based compensation | 104 | 104 | 104 | ||||
Shares issued for compensation, Shares | 9,979 | ||||||
Exchange of partnership units for common shares | 2,000 | 2,000 | (2,000) | ||||
Exchange of partnership units for common shares, Shares | 109,900 | ||||||
Net loss | (6,574) | (6,574) | (6,574) | ||||
Balance at Mar. 31, 2021 | 22,781 | $ 3 | 284,881 | $ (11) | (284,055) | 818 | 21,963 |
Balance, Shares at Mar. 31, 2021 | 28,445,806 | 852 | |||||
Balance at Dec. 31, 2020 | (2,612) | $ 3 | 250,914 | $ (11) | (277,481) | (26,575) | 23,963 |
Balance, Shares at Dec. 31, 2020 | 22,388,027 | 852 | |||||
Net loss | (17,749) | ||||||
Balance at Sep. 30, 2021 | 11,890 | $ 3 | 307,128 | $ (11) | (295,230) | 11,890 | |
Balance, Shares at Sep. 30, 2021 | 30,801,962 | 852 | |||||
Balance at Mar. 31, 2021 | 22,781 | $ 3 | 284,881 | $ (11) | (284,055) | 818 | 21,963 |
Balance, Shares at Mar. 31, 2021 | 28,445,806 | 852 | |||||
Stock-based compensation | 128 | 128 | 128 | ||||
Exchange of partnership units for common shares | 21,963 | 21,963 | $ (21,963) | ||||
Exchange of partnership units for common shares, Shares | 2,356,156 | ||||||
Net loss | (5,969) | (5,969) | (5,969) | ||||
Balance at Jun. 30, 2021 | 16,940 | $ 3 | 306,972 | $ (11) | (290,024) | 16,940 | |
Balance, Shares at Jun. 30, 2021 | 30,801,962 | 852 | |||||
Stock-based compensation | 156 | 156 | 156 | ||||
Net loss | (5,206) | (5,206) | (5,206) | ||||
Balance at Sep. 30, 2021 | 11,890 | $ 3 | 307,128 | $ (11) | (295,230) | 11,890 | |
Balance, Shares at Sep. 30, 2021 | 30,801,962 | 852 | |||||
Balance at Dec. 31, 2021 | 7,412 | $ 3 | 307,281 | $ (11) | (299,861) | 7,412 | |
Balance, Shares at Dec. 31, 2021 | 30,801,962 | 852 | |||||
Issuance of Common Shares | 13,230 | $ 1 | 13,229 | 13,230 | |||
Issuance of Common Shares, Shares | 11,862,941 | ||||||
Stock-based compensation | 141 | 141 | 141 | ||||
Net loss | (4,595) | (4,595) | (4,595) | ||||
Balance at Mar. 31, 2022 | 16,188 | $ 4 | 320,651 | $ (11) | (304,456) | 16,188 | |
Balance, Shares at Mar. 31, 2022 | 42,664,903 | 852 | |||||
Balance at Dec. 31, 2021 | 7,412 | $ 3 | 307,281 | $ (11) | (299,861) | 7,412 | |
Balance, Shares at Dec. 31, 2021 | 30,801,962 | 852 | |||||
Net loss | (14,737) | ||||||
Balance at Sep. 30, 2022 | 6,318 | $ 4 | 320,923 | $ (11) | (314,598) | 6,318 | |
Balance, Shares at Sep. 30, 2022 | 42,664,903 | 852 | |||||
Balance at Mar. 31, 2022 | 16,188 | $ 4 | 320,651 | $ (11) | (304,456) | 16,188 | |
Balance, Shares at Mar. 31, 2022 | 42,664,903 | 852 | |||||
Stock-based compensation | 138 | 138 | 138 | ||||
Net loss | (5,383) | (5,383) | (5,383) | ||||
Balance at Jun. 30, 2022 | 10,943 | $ 4 | 320,789 | $ (11) | (309,839) | 10,943 | |
Balance, Shares at Jun. 30, 2022 | 42,664,903 | 852 | |||||
Stock-based compensation | 134 | 134 | 134 | ||||
Net loss | (4,759) | (4,759) | (4,759) | ||||
Balance at Sep. 30, 2022 | $ 6,318 | $ 4 | $ 320,923 | $ (11) | $ (314,598) | $ 6,318 | |
Balance, Shares at Sep. 30, 2022 | 42,664,903 | 852 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (14,737,000) | $ (17,749,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 162,000 | 128,000 |
Debt related charges included in interest expense | 0 | 458,000 |
Stock-based compensation | 413,000 | 388,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (50,000) | 107,000 |
Prepaid expenses and other current assets | 27,000 | (538,000) |
Accounts payable | (567,000) | (2,220,000) |
Accrued expenses | 277,000 | (729,000) |
Net cash used in operating activities | (14,475,000) | (20,155,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (101,000) | (32,000) |
Net cash used in investing activities | (101,000) | (32,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 3,519,000 | 32,848,000 |
Redemption of convertible debt | (8,531,000) | |
Payments of long-term debt | (56,000) | |
Proceeds from private offering of common stock | 9,710,000 | |
Payments of common stock issuance costs | (985,000) | |
Net cash provided by financing activities | 13,173,000 | 23,332,000 |
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS | (1,403,000) | 3,145,000 |
CASH AND CASH EQUIVALENTS–Beginning of period | 8,589,000 | 10,596,000 |
CASH AND CASH EQUIVALENTS–End of period | $ 7,186,000 | 13,741,000 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Purchase of property and equipment in accounts payable | $ 7,000 |
Company and Nature of Business
Company and Nature of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Company and Nature of Business | Note 1. COMPANY AND NATURE OF BUSINESS Vaccinex, Inc. (together with its subsidiaries, the “Company”) was incorporated in Delaware in April 2001 and is headquartered in Rochester, New York. The Company is a clinical-stage biotechnology company engaged in the discovery and development of targeted biotherapeutics to treat serious diseases and conditions with unmet medical needs, including cancer, neurodegenerative diseases, 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. The Company is also subject to risks related to the ongoing COVID-19 pandemic, discussed under “COVID-19 Pandemic” below. If the Company does not successfully commercialize or partner any of its product candidates, it will be unable to generate product revenue or achieve profitability. Going Concern These condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue from the commercialization of its product candidates. The Company had negative cash flow from operations of $14.5 million for the nine months ended September 30, 2022, and an accumulated deficit of $314.6 million as of September 30, 2022. Given the Company’s projected operating requirements and its existing cash and cash equivalents, the Company is projecting insufficient liquidity to sustain its operations through one year following the date that the condensed consolidated financial statements are issued. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, management is currently evaluating different strategies to obtain the required funding for future operations. Financing strategies may include, but are not limited to, the public or private sale of equity, debt financings or funds from other capital sources, such as government funding, collaborations, strategic alliances, or licensing arrangements with third parties. There can be no assurances that the Company will be able to secure additional financing, or if available, that it will be sufficient to meet its needs or on favorable terms. Because management’s plans have not yet been finalized and are not within the Company’s control, the implementation of such plans cannot be considered probable. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. COVID-19 Pandemic In order to mitigate the spread of COVID-19, governments have at times imposed unprecedented restrictions on business operations, travel, and gatherings, resulting in a global economic downturn and other adverse economic and societal impacts. The Company has complied with state reopening guidance and has allowed research and development staff to begin working in the laboratory when necessary and using recommended health and safety precautions. The COVID-19 pandemic has impacted the expected timing of the Company’s clinical trials, the economy, the biotechnology industry, and the Company’s business. For example, the Company previously anticipated initiating a trial of pepinemab in Alzheimer’s disease in mid-2020 but the initial enrollment date was delayed until the first half of 2021. In addition, to mitigate the impacts of the COVID-19 pandemic, including impacts on the Company’s ability to raise capital and to maintain its personnel, the Company applied for and received a PPP Loan (See Note 9). The Company may experience further disruptions as a result of the COVID-19 pandemic that could adversely impact its business, including disruption of research and development activities, plans for release of data, manufacturing, supply, and interactions with regulators and other third parties, and difficulties in raising additional capital. The extent to which the COVID-19 pandemic may impact the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted with confidence. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation Through the period ended September 3, 2021, the Company’s accounts included Vaccinex Products, LP, a Delaware limited partnership (“Vaccinex Products”), and VX3 (DE) LP, a Delaware limited partnership (“VX3”). Subsequently on September 3, 2021, Vaccinex Products and VX3 were dissolved when all remaining partnership interests were exchanged for shares of our common stock. Accordingly, prior to dissolution, these condensed consolidated financial statements reflect the accounts and operations of the Company for the nine months ended September 30, 2021and those of its subsidiaries in which the Company had a controlling financial interest. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information (Accounting Standards Codification (“ASC”) 270, Interim Reporting) and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these financial statements do not include all of the information necessary for a full presentation of financial position, results of operations, and cash flows in conformity with GAAP. In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of the Company for the periods presented. Intercompany transactions and balances have been fully eliminated in consolidation. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 31, 2022. Use of Estimates These condensed consolidated financial statements have been prepared in conformity with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amount of expenses during the reporting period. Such management estimates include those relating to assumptions used in the valuation of stock option awards, and valuation allowances against deferred income tax assets. Actual results could differ from those estimates. Concentration of Credit Risk, Other Risks and Uncertainties The Company is subject to a number of risks, including, but not limited to, the lack of available capital; the possible delisting of our common stock from Nasdaq, possible failure of preclinical testing or clinical trials; inability to obtain regulatory approval of product candidates; competitors developing new technological innovations; potential interruptions in the manufacturing and commercial supply operations; unsuccessful commercialization strategy and launch plans for its proprietary drug candidates; risks inherent in litigation, including purported class actions; market acceptance of the Company’s products; and protection of proprietary technology. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash equivalents are deposited in interest-bearing money market accounts. Although the Company deposits its cash with multiple financial institutions, cash balances may occasionally be in excess of the amounts insured by the Federal Deposit Insurance Corporation. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. The Company depends on third-party manufacturers for the manufacture of drug substance 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. Convertible Instruments The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that contain conversion options and other embedded features. The accounting standards require companies to bifurcate embedded features from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company’s derivative instrument related to certain features embedded within the Company’s 8% Original Issue Discount Senior Secured Convertible Debenture (“the Debenture”) was extinguished in connection with the repayment of the Debenture, which is described in Note 10. The derivative was accounted for as a derivative liability and remeasured to fair value as of each balance sheet date and the related remeasurement adjustments were included in interest expense in the Company’s condensed consolidated statement of operations and comprehensive loss. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standards Board (“the FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Measurement of Credit Losses on Financial Instruments” |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 As of December 31, 2021 Leasehold improvements $ 3,259 $ 3,213 Research equipment 3,515 3,499 Furniture and fixtures 352 350 Computer equipment 321 284 Property and equipment, gross 7,447 7,346 Less: accumulated depreciation and amortization (7,211 ) (7,049 ) Property and equipment, net $ 236 $ 297 Depreciation expense related to property and equipment was Accrued Expenses Accrued expenses consist of the following (in thousands): As of September 30, 2022 As of December 31, 2021 Accrued clinical trial cost $ 811 $ 468 Accrued payroll and related benefits 321 409 Accrued consulting and legal 101 74 Accrued other 23 29 Accrued expenses $ 1,256 $ 980 |
Fair Value Measurements of Fina
Fair Value Measurements of Financial Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements of Financial Measurements | Note 4. 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 consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Financial instruments consist of cash, accounts receivable, accounts payable, accrued liabilities, and long-term debt. Cash, accounts receivable, accounts payable, accrued liabilities, and debt, are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date of such amounts. Assets and Liabilities Measured at Fair Value on a Recurring Basis Fair value measurement standards also apply to certain financial assets and liabilities that are measured at fair value on a recurring basis (each reporting period). For the Company, these financial assets and liabilities include its cash equivalents deposited in money market funds and derivative instruments. The Company does not have any nonfinancial assets or liabilities that are measured at fair value on a recurring basis. The following table sets forth the fair value of the Company’s financial assets by level within the fair value hierarchy (in thousands): As of September 30, 2022 Fair Value Level 1 Level 2 Level 3 Financial Assets: Cash equivalents: Money market fund $ 4,588 $ 4,588 $ - $ - Total Financial Assets $ 4,588 $ 4,588 $ - $ - As of December 31, 2021 Fair Value Level 1 Level 2 Level 3 Financial Assets: Cash equivalents: Money market fund $ 426 $ 426 $ - $ - Total Financial Assets $ 426 $ 426 $ - $ - The Company did not transfer any assets measured at fair value on a recurring basis to or from Level 1 and Level 2 during either of the nine months ended September 30, 2022 and 2021. |
License and Services Agreement
License and Services Agreement | 9 Months Ended |
Sep. 30, 2022 | |
Research And Development [Abstract] | |
License and Services Agreement | Note 5. LICENSE AND SERVICES AGREEMENT In November 2017, the Company entered into a license agreement (the “VX3 License Agreement”) with VX3, which was formed by a group of Canadian investors including the Company’s majority stockholder, FCMI Parent Co. (“FCMI Parent”). VX3 was created for the purpose of funding the Company’s research and development activities for pepinemab, the Company’s most advanced product candidate. Under the VX3 License Agreement, the Company granted VX3 the license to use, make, have made, sell, offer and import pepinemab for the treatment of Huntington’s disease in the U.S. and Canada. In return, VX3 agreed to fund research and development activities with up to an aggregate of $32.0 million in milestone payments to the Company and to share any pepinemab profits and sublicensing revenue under the agreement in an amount based on a calculation set forth in the agreement. The Company also entered into a services agreement with VX3 (the “Services Agreement”), pursuant to which the Company carried out development activities for pepinemab for the treatment of Huntington’s disease in the U.S. and Canada in exchange for services payments from VX3. The Company entered into an exchange agreement on August 13, 2018 with VX3 and its partners, including FCMI Parent, which provided each VX3 partner with the right to exchange all, but not less than all, of its partnership interests in VX3 for shares of the Company’s common stock. The exchange agreement also provides that FCMI Parent’s exercise of its option to exchange its VX3 partnership interests for shares of Company common stock would trigger the exchange of all VX3 partnership interests for shares of Company common stock. In March 2021, one VX3 partner exchanged its partnership interest in VX3 for 109,900 shares of the Company’s common stock. This exchange resulted in a non-cash transaction, increasing additional paid in capital and decreasing noncontrolling interests by $2.0 million, respectively, in the Company’s consolidated condensed financial statements for the nine months ended September 30, 2021. During the nine months ended September 30, 2021, exchange transactions were effected whereby all remaining limited partnership interests in VX3 were exchanged for 1,318,797 shares of our common stock in accordance with the terms of the respective exchange agreement and Vaccinex Products and VX3 were dissolved as of September 3, 2021 and the VX3 License Agreement and Service Agreement were terminated. Prior to the exchanges, the Company had a variable interest in VX3 through FCMI Parent, which was majority owned and controlled by the Company’s chairman, and which controlled 90% of VX3’s voting interest as of September 3, 2021, immediately prior to VX3’s dissolution. VX3 did not have any business operations or generate any income or expenses and was primarily a funding mechanism specifically for the benefit of the Company, as its only activities consist ed of the receipt of funding and the contribution of such funding to the Company. Therefore, the Company determined that it wa s the primary beneficiary of VX3 and that the operating results of VX3 should be incorporated into the Company’s condensed consolidated financial statements accordingly. For the three and nine month periods ended September 30, 2021, the Company did not receive any amounts from VX3 or record any related capital contributions from noncontrolling interests on the condensed financial statements. Noncontrolling equity interests did not participate in a proportionate share of the Company’s net losses for the three and nine month periods ended September 30, 2021 pursuant to the aforementioned partnership, license, services and exchange agreements. |
Collaboration Agreements
Collaboration Agreements | 9 Months Ended |
Sep. 30, 2022 | |
Collaboration Agreements [Abstract] | |
Collaboration Agreements | Note 6. 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. The term for each research program is nine to twelve months (not exceeding twelve months unless extended by written agreement) including time necessary for any functional assessment conducted by Surface following the commencement of the research program. Surface will provide the Company material to carry out the research activities. During the research program term, the Company also may grant Surface a non-exclusive, worldwide, limited-purpose license for each target to use the Company’s research program materials for conducting the research work pursuant to 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 the Company entered into an exclusive research tool license agreement with Surface in the third quarter of 2019. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. COMMITMENTS AND CONTINGENCIES Nasdaq Deficiency Notice On October 10, 2022, the Company received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is no longer in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed companies to maintain a minimum bid price of $1.00 per share. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 days, or until April 10, 2023, to regain compliance with the minimum bid price requirement. If our common stock maintains a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during the 180-day compliance period, we will automatically regain compliance. In the event we do not regain compliance with the $1.00 bid price requirement by April 10, 2023, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market with the exception of the minimum bid price requirement and provide Nasdaq with written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to Listing Qualifications staff that the Company will not be able to cure the deficiency, or if the Company does not meet the other listing standards, Nasdaq could provide notice that the Company’s common stock will become subject to delisting. In the event the Company receives notice that its common stock is being delisted, Nasdaq rules permit the Company to appeal any delisting determination by the Nasdaq staff to a Hearings Panel. The notification letter has no immediate effect on the Company’s listing on the Nasdaq Capital Market. The Company intends to actively monitor the closing bid price of its common stock and will evaluate available options to regain compliance with the minimum bid price requirement . Sublicense Termination Payments In 2006, the Company licensed certain technology to EUSA Pharma SAS (“EUSA”), and in 2008, this technology was sublicensed by EUSA to Glaxo Group Limited (“GSK”) for development. GSK terminated its sub-license with EUSA in March 2010 and ownership of the technology reverted back to the Company. The Company may be required to pay EUSA up to $25.5 million plus ongoing royalty payments of 1% of net sales upon the occurrence of certain events involving the previously licensed technology, including a Phase 3 clinical trial, Food and Drug Administration acceptance and approval and product sales. The Company is not planning any further commercialization efforts related to the previously licensed technology, and therefore does not anticipate any of the above-described amounts will be paid. 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 September 30, 2022 and, December 31, 2021 the Company was not involved in any material legal proceedings. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Note 8. 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. The lease agreement requires monthly rental payments of $14,511 through October 31, 2022. The Company entered into a lease extension in August 2022, which requires monthly rental payments of $15,048 commencing November 2022 continuing through October 2024. The Company is responsible for all maintenance, utilities, insurance and taxes related to the facility. 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 leases do not provide an implicit rate so in determining the present value of lease payments, the Company utilized 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 September 30, 2022, the future minimum payments for the operating leases total $375,667 of which $44,607 is due in 2022, and $180,578 and $150,482 is due during 2023 and 2024, respectively, less imputed interest of $25,138, for an operating lease liability of $350,529 as of September 30, 2022. As of September 30, 2021, the future minimum payments for the operating leases total $188,646, less imputed interest of $7,484, for an operating lease liability of $181,162 as of September 30, 2021. For each of the three and nine months ended September 30, 2022 and 2021, cash paid for amounts included in the measurement of lease liabilities was $44,000 and $131,000. Lease expense incurred under the operating lease for each of the three and nine months ended September 30, 2022 and 2021 was $44,000 and $131,000 and is a component of general and administrative expense. |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Instruments [Abstract] | |
Long-term Debt | Note 9 . LONG-TERM DEBT On May 8, 2020, the Company received 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 $523 and $1,764 for the three and nine months ended September 30, 2022 and $3,000 and $9,000 for the three and nine months ended September 30, 2021, respectively on its condensed statement of operations and comprehensive loss. |
Convertible Debenture
Convertible Debenture | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Debenture | Note 10. CONVERTIBLE DEBENTURE On July 30, 2020, the Company consummated the Convertible Debt Financing pursuant to which the Company issued its Senior Secured Convertible Debenture in the principal amount of $8,640,000 for a purchase price of $8,000,000, which reflects an original issue discount of approximately 8% (the “Debenture”), issued pursuant to the Securities Purchase Agreement, dated as of July 30, 2020, with 3i as collateral; agent (the “SPA”). The maturity date of the Debenture was August 3, 2021, and the sale of the Debenture occurred on August 3, 2020. As of August 3, 2021, the Company repaid the Debenture in full, by making a payment of $2,755,895, representing all principal and interest due at maturity. The Company has no further obligation under the Debenture and incurred no early termination or prepayment penalties in connection with the repayment. As a result of the repayment of the Debenture, (i) the Security Agreement dated as of July 31, 2020, between the Company and 3i, LP, as collateral agent, pursuant to which the Company granted a security interest in certain assets of the Company as collateral to secure the Debenture, (ii) the stock underlying the Debenture, and (iii) the SPA, were terminated. The Debenture also provided that in connection with future capital raising transactions (subject to certain exceptions), the Company must offer to use 20% of the funds raised to redeem amounts outstanding under the Debenture (“Mandatory Redemption”). Any redemption in this circumstance was to be at the election of the holder. During the nine month period ended September 30, 2021, the Company made payments under the Mandatory Redemption provision totaling $6,372,575 consisting of $5,955,678 for principal repayments and $416,897 for accrued and make-whole interest. During the three and nine month periods ended September 30, 2021, the Company recorded amortization expense of the original issue discount on the Debenture of $86,789 and $457,737, respectively which is reflected in interest expense on its condensed consolidated statement of operations and comprehensive loss. The Company incurred $50,000 in fees paid to 3i, LP (“3i”) in connection with the issuance of the Debenture. These costs were primarily allocated to the debt component and recognized as additional debt discount. The Company amortized the debt discount, including the initial value of the derivative liability of $65,000, allocated fees of $50,000 and the original issuance discount of $640,000, over the term of the Debenture using the effective interest method. The annual effective interest rate was 16.54%. Total interest expense under the Senior Secured Convertible Debenture for the three and nine months ended September 30, 2021 was $52,000 and $358,000, respectively. |
Common Stock Reserved For Issua
Common Stock Reserved For Issuance | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Common Stock Reserved For Issuance | Note 11. COMMON STOCK RESERVED FOR ISSUANCE Common stock has been reserved for the following potential future issuances: As of September 30, 2022 As of December 31, 2021 Shares underlying outstanding stock options 1,761,054 1,154,563 Shares available for future stock option grants 405,855 396,324 Total shares of common stock reserved 2,166,909 1,550,887 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 1 2 . 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 issuances of such shares will become available for grant under the 2018 Plan. Stock options granted under the 2011 Plan expire in five or ten years from the date of grant. 2018 Omnibus Incentive Plan In August 2018, the Company’s board of directors adopted, and its stockholders approved, the 2018 Plan, which allows for the granting of stock, stock options, and stock appreciation rights awards to employees, advisors and consultants. Stock options granted under the 2018 Plan may be either incentive stock options or non-statutory stock options. Incentive stock options may be granted to employees, advisors and consultants at exercise prices of no less than the fair value of the common stock on the grant date. If at the time of grant, the optionee owns stock representing more than 10% of the voting power of all classes of stock of the Company, the exercise price must be at least 110% of the fair value of the common stock on the grant date as determined by the board of directors. Non-statutory stock options may be granted to employees, advisors and consultants at exercise prices of less than the fair market value of a share of common stock on the date the non-statutory stock option is granted but shall under no circumstances be less than adequate consideration as determined by the board of directors for such a share. The vesting period of stock option grants is determined by the board of directors, ranging from zero to eight years. Stock options granted under the 2018 Plan expire in five or ten years from the date of grant. The Company initially reserved 425,000 shares of common stock for issuance, subject to certain adjustments, pursuant to awards under the 2018 Plan. Any shares of common stock related to awards outstanding under the 2011 Plan as of the effective date of the 2018 Plan, which thereafter terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares, will be added to, and included in, the number of shares of common stock available for grant under the 2018 Plan. In addition, effective January 1, 2020 and continuing until the expiration of the 2018 Plan, the number of shares of common stock available for issuance under the 2018 Plan will automatically increase annually by 2% of the total number of issued and outstanding shares of the Company’s common stock as of December 31 st A summary of the Company’s stock option activity and related information is as follows: Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Balance as of January 1, 2022 1,154,563 $ 5.55 6.9 $ - Granted 612,626 1.18 Exercised - - $ - Forfeited (6,135 ) 4.37 Balance as of September 30, 2022 1,761,054 $ 4.03 7.3 $ - Exercisable as of September 30, 2022 993,349 $ 5.70 6.1 $ - The weighted-average grant date fair value of stock options granted to employees and directors for the nine months ended September 30, 2022 and 2021 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 September 30, 2022 and December 31, 2021. 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 September 30, 2022 and December 31, 2021, total unrecognized compensation cost related to stock options granted to employees was $689,955 and $621,996, respectively, which is expected to be recognized over a weighted-average period of 2.2 and 2.1 years, respectively. The grant date fair value of employee stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions: Nine Months Ended September 30, 2022 2021 Expected term (in years) 6.0 6.0 Expected volatility 75 % 75 % Risk-free interest rate 2.3 % 0.7 % Expected dividend yield - % - % Total stock-based compensation expense recognized in the condensed consolidated statements of operations and comprehensive loss is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 54 $ 45 $ 152 $ 118 General and administrative 80 111 261 270 Total stock-based compensation expense $ 134 $ 156 $ 413 $ 388 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 1 3 . INCOME TAXES No provision for income taxes was recorded in either of the three or nine month periods ended September 30, 2022 and 2021. The Company remains in a cumulative loss position with a full valuation allowance recorded against its net deferred income tax assets as of September 30, 2022. 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 September 30, 2022 and December 31, 2021, 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 | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Note 1 4 . 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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Options to purchase common stock 1,734,794 1,141,224 1,495,578 1,008,663 Contingently issuable common stock prior to exchange of Vaccinex Products, LP units - - - 742,705 Contingently issuable common stock prior to exchange of VX3 units - - - 817,167 |
Segment and Geographical Inform
Segment and Geographical Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Note 1 5 . 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 September 30, 2022 and December 31, 2021, all long-lived assets are located in the United States. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 1 6 . RELATED PARTY TRANSACTIONS As discussed in Note 8, 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 $44,000 and $131,000 for each of the three and nine month periods ended September 30, 2022 and 2021. As discussed in Note 6, in November 2017, the Company entered into a research collaboration and license option agreement with Surface to identify and select antibodies against two target antigens, using the Company’s proprietary technology as described in the agreement. J. Jeffrey Goater, a former member of the Company’s board of directors, served as the Chief Business Officer of Surface at that time, and currently serves as the Chairman of the Board of Surface. During the three and nine month periods ended September 30, 2022, the Company recorded revenue related to its agreement with Surface of $50,000. During the three and nine month periods ended September 30, 2021, the Company recorded revenue related to this agreement of $50,000 and $900,000, respectively, all of which was for an exclusive product license. This agreement will expire upon the latest of the expiration of both research programs and all evaluation and testing periods. On January 27, 2022, the Company entered into a stock purchase agreement (as amended, the “Stock Purchase Agreement”) pursuant to which the Company agreed to issue and sell to the investors named therein an aggregate of 5,945,943 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) at a purchase price of $1.11 per share. On January 31, 2022, the Stock Purchase Agreement was amended, pursuant to which the Company agreed to issue and sell to additional investors, and the additional investors (together with the original investor, the “investors”) agreed to purchase from the Company, on the same terms and conditions, and aggregate of 2,801,801 shares of Common Stock. The closing of the sale of shares under the Stock Purchase Agreement (“the private placement”) occurred on January 31, 2022, and the Company issued an aggregate of 8,747,744 shares of Common Stock with aggregate gross proceeds to the Company of approximately $ 9.7 million. The Company intends to use the net proceeds from the private placement to fund the ongoing development of its lead drug candidate, pepinemab, in cancer and neurodegenerative disease and for working capital and general corporate purposes. Several of the investors are affiliated with directors or officers of the Company: Vaccinex (Rochester), L.L.C., which is controlled by Maurice Zauderer, Ph.D., the Company’s president, chief executive officer and a member of its board of directors; Friedberg Global-Macro Hedge Fund Ltd., the investment manager of which is an entity controlled by Albert D. Friedberg, chairman of the Company’s board of directors; FCMI Parent Co., which is controlled by Mr. Friedberg; and Benbow Estates Ltd., which is controlled by Jacob Frieberg, one of the Company’s directors. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17. SUBSEQUENT EVENTS On October 10, 2022, the Company received notification from Nasdaq that the minimum bid price of its common stock was below $1.00 for the 30-consecutive business day period from August 26, 2022 through October 7, 2022, and the Company therefore is not in compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2). The notification letter stated that the Company would be afforded 180 calendar days, or until April 10, 2023, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of ten consecutive business days. In the event that the Company does not regain compliance by April 10, 2023, the Company may be afforded a second 180 calendar day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, including stockholders’ equity of at least $4 million, with the exception of the minimum bid price requirement. In addition, the Company would be required to provide written notice of its intention to cure the minimum bid price deficiency during the second compliance period, which could include effecting a reverse stock split during that period, if necessary, and it must appear to Nasdaq that it is possible for the Company to cure the deficiency. Subsequent to September 30, 2022 through November 7, 2022 the Company sold 54,906 shares of its common stock at a weighted average price of $0.55 through the Open Market Sale Agreement, for net proceeds of $29,373. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation Through the period ended September 3, 2021, the Company’s accounts included Vaccinex Products, LP, a Delaware limited partnership (“Vaccinex Products”), and VX3 (DE) LP, a Delaware limited partnership (“VX3”). Subsequently on September 3, 2021, Vaccinex Products and VX3 were dissolved when all remaining partnership interests were exchanged for shares of our common stock. Accordingly, prior to dissolution, these condensed consolidated financial statements reflect the accounts and operations of the Company for the nine months ended September 30, 2021and those of its subsidiaries in which the Company had a controlling financial interest. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information (Accounting Standards Codification (“ASC”) 270, Interim Reporting) and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these financial statements do not include all of the information necessary for a full presentation of financial position, results of operations, and cash flows in conformity with GAAP. In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of the Company for the periods presented. Intercompany transactions and balances have been fully eliminated in consolidation. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 31, 2022. |
Use of Estimates | Use of Estimates These condensed consolidated financial statements have been prepared in conformity with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amount of expenses during the reporting period. Such management estimates include those relating to assumptions used in the valuation of stock option awards, and valuation allowances against deferred income tax assets. Actual results could differ from those estimates. |
Concentration of Credit Risk, Other Risks and Uncertainties | Concentration of Credit Risk, Other Risks and Uncertainties The Company is subject to a number of risks, including, but not limited to, the lack of available capital; the possible delisting of our common stock from Nasdaq, possible failure of preclinical testing or clinical trials; inability to obtain regulatory approval of product candidates; competitors developing new technological innovations; potential interruptions in the manufacturing and commercial supply operations; unsuccessful commercialization strategy and launch plans for its proprietary drug candidates; risks inherent in litigation, including purported class actions; market acceptance of the Company’s products; and protection of proprietary technology. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash equivalents are deposited in interest-bearing money market accounts. Although the Company deposits its cash with multiple financial institutions, cash balances may occasionally be in excess of the amounts insured by the Federal Deposit Insurance Corporation. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. The Company depends on third-party manufacturers for the manufacture of drug substance 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. |
Convertible Instruments | Convertible Instruments The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that contain conversion options and other embedded features. The accounting standards require companies to bifurcate embedded features from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company’s derivative instrument related to certain features embedded within the Company’s 8% Original Issue Discount Senior Secured Convertible Debenture (“the Debenture”) was extinguished in connection with the repayment of the Debenture, which is described in Note 10. The derivative was accounted for as a derivative liability and remeasured to fair value as of each balance sheet date and the related remeasurement adjustments were included in interest expense in the Company’s condensed consolidated statement of operations and comprehensive loss. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standards Board (“the FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Measurement of Credit Losses on Financial Instruments” |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment | Property and equipment consist of the following (in thousands): As of September 30, 2022 As of December 31, 2021 Leasehold improvements $ 3,259 $ 3,213 Research equipment 3,515 3,499 Furniture and fixtures 352 350 Computer equipment 321 284 Property and equipment, gross 7,447 7,346 Less: accumulated depreciation and amortization (7,211 ) (7,049 ) Property and equipment, net $ 236 $ 297 |
Accrued Expenses | Accrued expenses consist of the following (in thousands): As of September 30, 2022 As of December 31, 2021 Accrued clinical trial cost $ 811 $ 468 Accrued payroll and related benefits 321 409 Accrued consulting and legal 101 74 Accrued other 23 29 Accrued expenses $ 1,256 $ 980 |
Fair Value Measurements of Fi_2
Fair Value Measurements of Financial Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Financial Assets by Level within Fair Value Hierarchy | The following table sets forth the fair value of the Company’s financial assets by level within the fair value hierarchy (in thousands): As of September 30, 2022 Fair Value Level 1 Level 2 Level 3 Financial Assets: Cash equivalents: Money market fund $ 4,588 $ 4,588 $ - $ - Total Financial Assets $ 4,588 $ 4,588 $ - $ - As of December 31, 2021 Fair Value Level 1 Level 2 Level 3 Financial Assets: Cash equivalents: Money market fund $ 426 $ 426 $ - $ - Total Financial Assets $ 426 $ 426 $ - $ - |
Common Stock Reserved For Iss_2
Common Stock Reserved For Issuance (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Common Stock Reserved for Potential Future Issuances | Common stock has been reserved for the following potential future issuances: As of September 30, 2022 As of December 31, 2021 Shares underlying outstanding stock options 1,761,054 1,154,563 Shares available for future stock option grants 405,855 396,324 Total shares of common stock reserved 2,166,909 1,550,887 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity and Related Information | A summary of the Company’s stock option activity and related information is as follows: Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Balance as of January 1, 2022 1,154,563 $ 5.55 6.9 $ - Granted 612,626 1.18 Exercised - - $ - Forfeited (6,135 ) 4.37 Balance as of September 30, 2022 1,761,054 $ 4.03 7.3 $ - Exercisable as of September 30, 2022 993,349 $ 5.70 6.1 $ - |
Grant Date Fair Value of Employee Stock Options Estimated Using Black-Scholes Option-Pricing Model with Weighted-Average Assumptions | The grant date fair value of employee stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions: Nine Months Ended September 30, 2022 2021 Expected term (in years) 6.0 6.0 Expected volatility 75 % 75 % Risk-free interest rate 2.3 % 0.7 % Expected dividend yield - % - % |
Total Stock-Based Compensation Expense Recognized in Condensed Consolidated Statements of Operations and Comprehensive Loss | Total stock-based compensation expense recognized in the condensed consolidated statements of operations and comprehensive loss is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Research and development $ 54 $ 45 $ 152 $ 118 General and administrative 80 111 261 270 Total stock-based compensation expense $ 134 $ 156 $ 413 $ 388 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Options to purchase common stock 1,734,794 1,141,224 1,495,578 1,008,663 Contingently issuable common stock prior to exchange of Vaccinex Products, LP units - - - 742,705 Contingently issuable common stock prior to exchange of VX3 units - - - 817,167 |
Company and Nature of Business
Company and Nature of Business - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Cash flow from operations | $ (14,475) | $ (20,155) | |
Accumulated deficit | $ 314,598 | $ 299,861 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | Sep. 30, 2022 |
Senior Secured Convertible Debenture | |
Summary Of Significant Accounting Policies [Line Items] | |
Debt instrument interest rate | 8% |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 7,447 | $ 7,346 |
Less: accumulated depreciation and amortization | (7,211) | (7,049) |
Property and equipment, net | 236 | 297 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,259 | 3,213 |
Research Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,515 | 3,499 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 352 | 350 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 321 | $ 284 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation | $ 67,000 | $ 37,000 | $ 162,000 | $ 128,000 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables And Accruals [Abstract] | ||
Accrued clinical trial cost | $ 811 | $ 468 |
Accrued payroll and related benefits | 321 | 409 |
Accrued consulting and legal | 101 | 74 |
Accrued other | 23 | 29 |
Accrued expenses | $ 1,256 | $ 980 |
Fair Value Measurements of Fi_3
Fair Value Measurements of Financial Measurements - Summary of Fair Value of Financial Assets by Level within Fair Value Hierarchy (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Financial Assets: | ||
Total Financial Assets | $ 4,588 | $ 426 |
Money Market Funds | ||
Financial Assets: | ||
Cash equivalents, Fair value disclosure | 4,588 | 426 |
Level 1 | ||
Financial Assets: | ||
Total Financial Assets | 4,588 | 426 |
Level 1 | Money Market Funds | ||
Financial Assets: | ||
Cash equivalents, Fair value disclosure | $ 4,588 | $ 426 |
Fair Value Measurements of Fi_4
Fair Value Measurements of Financial Measurements - Additional Information (Details) - Fair Value Measurements Recurring - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
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 |
License and Services Agreement
License and Services Agreement - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 03, 2021 | Mar. 31, 2021 | Nov. 30, 2017 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
VX3 Interests | Common Stock | ||||||
License And Services Agreement [Line Items] | ||||||
Limited partnership interests exchanged | 109,900 | 1,318,797 | ||||
Non cash increase in additional paid in capital | $ 2,000,000 | |||||
Non cash transaction decreasing noncontrolling interests | $ 2,000,000 | |||||
VX3 License Agreement | ||||||
License And Services Agreement [Line Items] | ||||||
Research and development, milestone payments to company | $ 32,000,000 | |||||
VX3 | ||||||
License And Services Agreement [Line Items] | ||||||
Percentage of voting interest | 90% | |||||
Proceeds from capital contribution | $ 0 | $ 0 |
Collaboration Agreements - Addi
Collaboration Agreements - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2017 TargetAntigen | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Number of target antigens against which antibodies are to be identified and selected | TargetAntigen | 2 | ||||
Revenue | $ 50,000 | $ 50,000 | $ 50,000 | $ 900,000 | |
Exclusive Product License | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Revenue | $ 50,000 | $ 50,000 | $ 50,000 | $ 900,000 | |
Minimum | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Term of research program | 9 months | ||||
Maximum | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Term of research program | 12 months |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Oct. 10, 2022 | Sep. 30, 2022 | |
Commitments And Contingencies [Line Items] | ||
Nasdaq stock trading price description | In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 days, or until April 10, 2023, to regain compliance with the minimum bid price requirement. If our common stock maintains a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during the 180-day compliance period, we will automatically regain compliance. In the event we do not regain compliance with the $1.00 bid price requirement by April 10, 2023, the Company may be eligible for an additional 180 calendar day compliance period. | |
Royalty payments, percent of net sales | 1% | |
Contract Termination | ||
Commitments And Contingencies [Line Items] | ||
Termination payment | $ 25.5 | |
Subsequent Event | ||
Commitments And Contingencies [Line Items] | ||
Minimum bid price requirement | $ 1 | |
Minimum bid price requirement threshold consecutive business days to regain compliance | 180 days | |
Minimum consecutive business days for which closing bid price must be maintained at least 1.00 per share to regain compliance | 10 days | |
Additional compliance period eligible to regain compliance | 180 days |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 24 Months Ended | 27 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Oct. 31, 2024 | Oct. 31, 2022 | |
Lessee Lease Description [Line Items] | ||||||
Monthly rental payments | $ 14,511 | |||||
Lessee operating lease, incremental borrowing rate | 7% | 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 utilized its incremental borrowing rate for the applicable lease, which was 7.0%. | |||||
Future minimum operating leases payment in total | $ 375,667 | $ 188,646 | $ 375,667 | $ 188,646 | ||
Future minimum operating leases payment in 2022 | 44,607,000 | 44,607,000 | ||||
Future minimum operating leases payment in 2023 | 180,578,000 | 180,578,000 | ||||
Future minimum operating leases payment in 2024 | 150,482,000 | 150,482,000 | ||||
Imputed interest | 25,138 | 7,484 | 25,138 | 7,484 | ||
Operating lease liability | 350,529 | 181,162 | 350,529 | 181,162 | ||
Cash paid for amount included in measurement of lease liabilities | 44,000 | 44,000 | 131,000 | 131,000 | ||
Lease expense incurred under operating lease | $ 44,000 | $ 44,000 | $ 131,000 | $ 131,000 | ||
Forecast | ||||||
Lessee Lease Description [Line Items] | ||||||
Monthly rental payments | $ 15,048,000 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Nov. 08, 2021 | May 08, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||||
Interest expense | $ 0 | $ 458,000 | ||||
PPP Loan | ||||||
Debt Instrument [Line Items] | ||||||
Amount of loan received | $ 1,133,600 | |||||
Maturity date | May 08, 2025 | May 08, 2022 | ||||
Debt instrument interest rate | 1% | 1% | ||||
Payments commencement date | Nov. 08, 2020 | |||||
Interest expense | $ 523 | $ 3,000 | $ 1,764 | $ 9,000 | ||
CARES Act of 2020 aid forgiveness amount | $ 876,171 | |||||
Monthly repayment | $ 6,334 |
Convertible Debenture - Additio
Convertible Debenture - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Aug. 03, 2021 | Aug. 03, 2020 | Jul. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Short Term Debt [Line Items] | ||||||
Senior secured convertible debt, net | $ 0 | |||||
Early termination or prepayment penalties | 0 | |||||
Interest expense | $ 0 | $ 458,000 | ||||
Principal Repayments | ||||||
Short Term Debt [Line Items] | ||||||
Repayments of convertible debt | $ 2,755,895 | |||||
Senior Secured Convertible Debenture | ||||||
Short Term Debt [Line Items] | ||||||
Debt instrument principal amount | $ 8,640,000 | |||||
Purchase price of convertible debentures | $ 8,000,000 | |||||
Debt instrument, discount rate | 8% | |||||
Maturity date | Aug. 03, 2021 | |||||
Percentage of funds used to redeem outstanding debentures | 20% | |||||
Payments under mandatory redemption provision | $ 6,372,575 | 6,372,575 | ||||
Amortization expense of the original issue discount | 86,789 | 457,737 | ||||
Annual effective interest rate | 16.54% | |||||
Interest expense | 52,000 | 358,000 | ||||
Senior Secured Convertible Debenture | 3i | ||||||
Short Term Debt [Line Items] | ||||||
Fees paid in connection with issuance of debentures | $ 50,000 | |||||
Senior Secured Convertible Debenture | Effective Interest Method | ||||||
Short Term Debt [Line Items] | ||||||
Embedded derivative liability | 65,000 | |||||
Fees paid in connection with issuance of debentures | 50,000 | |||||
Original issuance discount | $ 640,000 | |||||
Senior Secured Convertible Debenture | Principal Repayments | ||||||
Short Term Debt [Line Items] | ||||||
Payments under mandatory redemption provision | 5,955,678 | 5,955,678 | ||||
Senior Secured Convertible Debenture | Accrued and Make-whole Interest | ||||||
Short Term Debt [Line Items] | ||||||
Payments under mandatory redemption provision | $ 416,897 | $ 416,897 |
Common Stock Reserved For Iss_3
Common Stock Reserved For Issuance - Common Stock Reserved For Potential Future Issuances (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 2,166,909 | 1,550,887 |
Shares Underlying Outstanding Stock Options | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 1,761,054 | 1,154,563 |
Shares Available For Future Stock Option Grants | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 405,855 | 396,324 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jan. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total shares of common stock reserved | 2,166,909 | 1,550,887 | ||
Weighted-average grant date fair value of stock options granted to employees and directors | $ 0.80 | $ 2.53 | ||
Aggregate grant date fair value of stock options vested | $ 604,626 | $ 309,081 | ||
Total unrecognized compensation cost related to stock options granted to employees | $ 689,955 | $ 621,996 | ||
2018 Omnibus Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total shares of common stock reserved | 425,000 | |||
Percentage of total shares of common stock reserved | 2% | |||
Additional shares of common stock | 616,022 | |||
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 | 2 years 2 months 12 days | 2 years 1 month 6 days | ||
Employee Stock Options | 2011 Employee Equity Plan | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options granted, expiration year | 5 years | |||
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 | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options granted, expiration year | 5 years | |||
Employee Stock Options | 2018 Omnibus Incentive Plan | Minimum | Board of Directors | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period of stock option grants | 0 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Stock Options, Balance | 1,154,563 | |
Stock Options, Granted | 612,626 | |
Stock Options, Forfeited | (6,135) | |
Stock Options, Balance | 1,761,054 | 1,154,563 |
Stock Options, Exercisable | 993,349 | |
Weighted-Average Exercise Price, Balance | $ 5.55 | |
Weighted-Average Exercise Price, Granted | 1.18 | |
Weighted-Average Exercise Price, Forfeited | 4.37 | |
Weighted-Average Exercise Price, Balance | 4.03 | $ 5.55 |
Weighted-Average Exercise Price, Exercisable | $ 5.70 | |
Weighted-Average Remaining Contractual Life (Years), Balance | 7 years 3 months 18 days | 6 years 10 months 24 days |
Weighted-Average Remaining Contractual Life (Years), Exercisable | 6 years 1 month 6 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 | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
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 | 2.30% | 0.70% |
Stock-Based Compensation - Tota
Stock-Based Compensation - Total Stock-Based Compensation Expense Recognized in Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 134 | $ 156 | $ 413 | $ 388 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 54 | 45 | 152 | 118 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 80 | $ 111 | $ 261 | $ 270 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Provision for income taxes | $ 0 | $ 0 | $ 0 | $ 0 | |
Unrecognized tax benefits that would impact effective tax rate | $ 0 | $ 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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Stock Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Weighted-average common stock equivalents excluded from calculation of diluted net loss per share | 1,734,794 | 1,141,224 | 1,495,578 | 1,008,663 |
Vaccinex Products, LP Units | ||||
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 | 742,705 | |||
VX3 | ||||
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 | 817,167 |
Segment and Geographic Informat
Segment and Geographic Information - Additional Information (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 BusinessActivity SegmentManager Segment | Dec. 31, 2021 Segment | |
Segment Reporting Information [Line Items] | ||
Number of business activity | BusinessActivity | 1 | |
Number of segment managers held accountable for operations or operating results | SegmentManager | 0 | |
United States | ||
Segment Reporting Information [Line Items] | ||
Number of reportable segments | Segment | 1 | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jan. 31, 2022 USD ($) shares | Jan. 27, 2022 $ / shares shares | Nov. 30, 2017 TargetAntigen | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 $ / shares | |
Related Party Transaction [Line Items] | ||||||||
Rent expense incurred under operating lease | $ 44,000 | $ 44,000 | $ 131,000 | $ 131,000 | ||||
Number of target antigens against which antibodies are to be identified and selected | TargetAntigen | 2 | |||||||
Revenue | $ 50,000 | 50,000 | 50,000 | 900,000 | ||||
Gross proceeds from issuance of common stock | $ 3,519,000 | 32,848,000 | ||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Surface Oncology, Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of target antigens against which antibodies are to be identified and selected | TargetAntigen | 2 | |||||||
Revenue | $ 50,000 | $ 50,000 | $ 50,000 | $ 900,000 | ||||
Common Stock | Stock Purchase Agreement | Friedberg Global-Macro Hedge Fund, Ltd | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate number of shares issued and sell | shares | 2,801,801 | 5,945,943 | ||||||
Shares issued, price per share | $ / shares | $ 1.11 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||
Common Stock | Private Placement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate number of shares issued and sell | shares | 8,747,744 | |||||||
Gross proceeds from issuance of common stock | $ 9,700,000 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Oct. 10, 2022 | Nov. 07, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||||
Common stock sold | 42,664,903 | 30,801,962 | |||
Gross proceeds from issuance of common stock | $ 3,519,000 | $ 32,848,000 | |||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Minimum bid price requirement | $ 1 | ||||
Minimum bid price of common stock for consecutive business day periods | 30 days | ||||
Minimum bid price requirement threshold consecutive business days to regain compliance | 180 days | ||||
Closing bid price | $ 1 | ||||
Minimum consecutive business days for which closing bid price must be maintained at least 1.00 per share to regain compliance | 10 days | ||||
Additional compliance period eligible to regain compliance | 180 days | ||||
Stockholders' equity | $ 4,000,000 | ||||
Common stock sold | 54,906 | ||||
Weighted average price | $ 0.55 | ||||
Gross proceeds from issuance of common stock | $ 29,373 |