Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 09, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36751 | ||
Entity Registrant Name | OCUGEN, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 04-3522315 | ||
Entity Address, Address Line One | 11 Great Valley Parkway | ||
Entity Address, City or Town | Malvern, | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 19355 | ||
City Area Code | 484 | ||
Local Phone Number | 328-4701 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | OCGN | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction Flag | true | ||
Document Financial Statement Restatement Recovery Analysis Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 137.3 | ||
Entity Common Stock, Shares Outstanding | 257,325,264 | ||
Documents Incorporated by Reference | Part III of this Annual Report on Form 10-K incorporates certain information by reference from the registrant's proxy statement for the 2024 annual meeting of stockholders to be filed no later than 120 days after the end of the registrant's fiscal year ended December 31, 2023. | ||
Entity Central Index Key | 0001372299 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Philadelphia, Pennsylvania |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | |||||||||
Cash and cash equivalents | $ 39,462 | $ 53,477 | $ 70,578 | $ 68,259 | $ 77,563 | $ 101,602 | $ 115,005 | $ 129,771 | |
Marketable securities | 0 | 0 | 0 | 8,462 | 13,371 | 0 | 0 | 0 | |
Prepaid expenses and other current assets | 3,509 | 3,081 | 2,874 | 7,680 | 7,558 | 5,895 | 7,564 | 8,256 | |
Total current assets | 42,971 | 56,558 | 73,452 | 84,401 | 98,492 | 107,497 | 122,569 | 138,027 | |
Property and equipment, net | 17,290 | 14,469 | 11,720 | 7,952 | 6,053 | 4,517 | 3,153 | 1,921 | |
Other assets | 4,286 | 3,660 | 3,804 | 3,946 | 4,087 | 4,225 | 4,366 | 1,628 | |
Total assets | 64,547 | 74,687 | 88,976 | 96,299 | 108,632 | 116,239 | 130,088 | 141,727 | |
Current liabilities | |||||||||
Accounts payable | 3,172 | 2,921 | 3,881 | 8,092 | 8,062 | 6,460 | 5,921 | 3,896 | |
Accrued expenses and other current liabilities | 13,343 | 14,993 | 18,826 | 16,722 | 19,971 | 17,620 | 11,728 | 9,151 | |
Operating lease obligations | 574 | 540 | 526 | 512 | 498 | 443 | 314 | 254 | |
Total current liabilities | 17,089 | 19,730 | 24,499 | 26,582 | 28,531 | 24,523 | 17,963 | 13,301 | |
Non-current liabilities | |||||||||
Operating lease obligations, less current portion | 3,567 | 3,164 | 3,308 | 3,449 | 3,587 | 3,764 | 3,892 | 1,180 | |
Long term debt, net | 2,800 | 1,495 | 1,472 | 1,058 | 2,289 | 2,265 | 1,750 | 1,731 | |
Other non-current liabilities | 527 | 497 | 455 | 309 | 244 | 0 | 0 | 0 | |
Total non-current liabilities | 6,894 | 5,156 | 5,235 | 4,816 | 6,120 | 6,029 | 5,642 | 2,911 | |
Total liabilities | 23,983 | 24,886 | 29,734 | 31,398 | 34,651 | 30,552 | 23,605 | 16,212 | |
Commitments and contingencies (Note 15) | |||||||||
Stockholders' equity | |||||||||
Common stock; $0.01 par value; 295,000,000 shares authorized; 256,688,304 and 221,721,182 shares issued, and 256,566,804 and 221,599,682 shares outstanding at December 31, 2023 and 2022, respectively | 2,567 | 2,566 | 2,566 | 2,265 | 2,217 | 2,168 | 2,163 | 2,158 | |
Treasury stock, at cost, 121,500 shares at December 31, 2023 and 2022 | (48) | (48) | (48) | (48) | (48) | (48) | (48) | (48) | |
Additional paid-in capital | 324,191 | 322,452 | 320,181 | 303,073 | 294,874 | 284,231 | 281,139 | 278,704 | |
Accumulated other comprehensive income | 20 | 27 | 22 | 25 | 26 | 30 | 10 | 0 | |
Accumulated deficit | (286,167) | (275,197) | (263,480) | (240,415) | (223,089) | (200,695) | (176,782) | (155,300) | |
Total stockholders' equity | 40,564 | 49,801 | 59,242 | 64,901 | 73,981 | 85,687 | 106,483 | 125,515 | $ 91,200 |
Total liabilities and stockholders' equity | 64,547 | 74,687 | 88,976 | 96,299 | 108,632 | 116,239 | 130,088 | 141,727 | |
Series A Convertible Preferred Stock | |||||||||
Stockholders' equity | |||||||||
Preferred stock issued | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Series B Convertible Preferred Stock | |||||||||
Stockholders' equity | |||||||||
Preferred stock issued | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 5,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Convertible preferred stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 295,000,000 | 295,000,000 |
Common stock, shares issued (in shares) | 256,688,304 | 221,721,182 |
Common stock, shares outstanding (in shares) | 256,566,804 | 221,599,682 |
Treasury stock (in shares) | 121,500 | 121,500 |
Series A Convertible Preferred Stock | ||
Convertible preferred stock, shares issued (in shares) | 0 | 0 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 0 |
Series B Convertible Preferred Stock | ||
Convertible preferred stock, shares issued (in shares) | 54,745 | 54,745 |
Convertible preferred stock, shares outstanding (in shares) | 54,745 | 54,745 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Total revenue | $ 3,699 | $ 485 | $ 443 | $ 466 | $ 643 | $ 500 | $ 928 | $ 1,143 | $ 4,627 | $ 1,609 | $ 6,036 | $ 2,488 |
Operating expenses | ||||||||||||
Research and development | 7,048 | 14,574 | 10,172 | 17,937 | 11,602 | 9,393 | 24,746 | 20,995 | 31,794 | 38,932 | 39,573 | 56,159 |
General and administrative | 9,082 | 9,451 | 8,306 | 7,639 | 10,617 | 10,137 | 17,757 | 20,754 | 26,839 | 28,393 | 31,994 | 35,400 |
Total operating expenses | 16,130 | 24,025 | 18,478 | 25,576 | 22,219 | 19,530 | 42,503 | 41,749 | 58,633 | 67,325 | 71,567 | 91,559 |
Loss from operations | (12,431) | (23,540) | (18,035) | (25,110) | (21,576) | (19,030) | (41,575) | (40,606) | (54,006) | (65,716) | (65,531) | (89,071) |
Other income (expense), net | 714 | 475 | 709 | 1,197 | 94 | 15 | 1,184 | 109 | 1,898 | 1,306 | 2,453 | 2,267 |
Net loss | (11,717) | (23,065) | (17,326) | (23,913) | (21,482) | (19,015) | (40,391) | (40,497) | (52,108) | (64,410) | (63,078) | (86,804) |
Other comprehensive income (loss) | ||||||||||||
Foreign currency translation adjustment | 5 | (2) | (1) | 20 | 10 | 0 | (3) | 10 | 2 | 30 | (5) | 25 |
Unrealized gain (loss) on marketable securities | 0 | (1) | 0 | 0 | (1) | 0 | (1) | 0 | (1) | 1 | ||
Comprehensive loss | $ (11,712) | $ (23,068) | $ (17,327) | $ (23,893) | $ (21,472) | $ (19,015) | $ (40,395) | $ (40,487) | $ (52,107) | $ (64,380) | $ (63,084) | $ (86,778) |
Shares used in calculating net loss per common share - basic (in shares) | 256,492,558 | 238,311,498 | 225,523,627 | 216,591,011 | 215,862,977 | 205,693,498 | 231,952,888 | 210,806,330 | 240,222,667 | 212,755,746 | 244,327,057 | 214,600,051 |
Shares used in calculating net loss per common share - diluted (in shares) | 256,492,558 | 238,311,498 | 225,523,627 | 216,591,011 | 215,862,977 | 205,693,498 | 231,952,888 | 210,806,330 | 240,222,667 | 212,755,746 | 244,327,057 | 214,600,051 |
Net loss per share of common stock - basic (in USD per share) | $ (0.05) | $ (0.10) | $ (0.08) | $ (0.11) | $ (0.10) | $ (0.09) | $ (0.17) | $ (0.19) | $ (0.22) | $ (0.30) | $ (0.26) | $ (0.40) |
Net loss per share of common stock - diluted (in USD per share) | $ (0.05) | $ (0.10) | $ (0.08) | $ (0.11) | $ (0.10) | $ (0.09) | $ (0.17) | $ (0.19) | $ (0.22) | $ (0.30) | $ (0.26) | $ (0.40) |
Collaborative arrangement revenue | ||||||||||||
Total revenue | $ 3,699 | $ 485 | $ 443 | $ 466 | $ 643 | $ 500 | $ 928 | $ 1,143 | $ 4,627 | $ 1,609 | $ 6,036 | $ 2,488 |
Operating expenses | ||||||||||||
Research and development | $ 5,300 | $ 9,100 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Series A Convertible Preferred Stock | Series B Convertible Preferred Stock | Preferred Stock Series A Convertible Preferred Stock | Preferred Stock Series B Convertible Preferred Stock | Common Stock | Treasury Stock | Additional Paid in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2021 | 7 | 54,745 | ||||||||
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 199,502,183 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 91,200 | $ 0 | $ 1 | $ 1,995 | $ (48) | $ 225,537 | $ 0 | $ (136,285) | ||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Stock-based compensation expense | 3,299 | 3,299 | ||||||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares) | 277,323 | |||||||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net | 180 | $ 3 | 177 | |||||||
Issuance of common stock for capital raises, net (in shares) | 15,973,420 | |||||||||
Issuance of common stock for capital raises, net | 49,851 | $ 160 | 49,691 | |||||||
Net loss | (19,015) | (19,015) | ||||||||
Convertible preferred stock, ending balance (in shares) at Mar. 31, 2022 | 7 | 54,745 | ||||||||
Common stock, ending balance (in shares) at Mar. 31, 2022 | 215,752,926 | |||||||||
Ending balance at Mar. 31, 2022 | 125,515 | $ 0 | $ 1 | $ 2,158 | (48) | 278,704 | 0 | (155,300) | ||
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2021 | 7 | 54,745 | ||||||||
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 199,502,183 | |||||||||
Beginning balance at Dec. 31, 2021 | 91,200 | $ 0 | $ 1 | $ 1,995 | (48) | 225,537 | 0 | (136,285) | ||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net loss | (40,497) | |||||||||
Convertible preferred stock, ending balance (in shares) at Jun. 30, 2022 | 0 | 54,745 | ||||||||
Common stock, ending balance (in shares) at Jun. 30, 2022 | 216,271,262 | |||||||||
Ending balance at Jun. 30, 2022 | 106,483 | $ 0 | $ 1 | $ 2,163 | (48) | 281,139 | 10 | (176,782) | ||
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2021 | 7 | 54,745 | ||||||||
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 199,502,183 | |||||||||
Beginning balance at Dec. 31, 2021 | 91,200 | $ 0 | $ 1 | $ 1,995 | (48) | 225,537 | 0 | (136,285) | ||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net loss | (64,410) | |||||||||
Convertible preferred stock, ending balance (in shares) at Sep. 30, 2022 | 0 | 54,745 | ||||||||
Common stock, ending balance (in shares) at Sep. 30, 2022 | 216,809,937 | |||||||||
Ending balance at Sep. 30, 2022 | 85,687 | $ 0 | $ 1 | $ 2,168 | (48) | 284,231 | 30 | (200,695) | ||
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2021 | 7 | 54,745 | ||||||||
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 199,502,183 | |||||||||
Beginning balance at Dec. 31, 2021 | 91,200 | $ 0 | $ 1 | $ 1,995 | (48) | 225,537 | 0 | (136,285) | ||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Stock-based compensation expense | 10,541 | 10,541 | ||||||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares) | 1,579,886 | |||||||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net | 1,262 | $ 16 | 1,246 | |||||||
Issuance of common stock for capital raises, net (in shares) | 20,635,998 | |||||||||
Issuance of common stock for capital raises, net | $ 57,756 | $ 206 | 57,550 | |||||||
Series A convertible preferred stock conversion (in shares) | 3,115 | (7) | ||||||||
Series A convertible preferred stock conversion | $ 0 | |||||||||
Other comprehensive income (loss) | 26 | 26 | ||||||||
Net loss | $ (86,804) | (86,804) | ||||||||
Convertible preferred stock, ending balance (in shares) at Dec. 31, 2022 | 0 | 54,745 | 0 | 54,745 | ||||||
Common stock, ending balance (in shares) at Dec. 31, 2022 | 221,599,682 | 221,721,182 | ||||||||
Ending balance at Dec. 31, 2022 | $ 73,981 | $ 0 | $ 1 | $ 2,217 | (48) | 294,874 | 26 | (223,089) | ||
Convertible preferred stock, beginning balance (in shares) at Mar. 31, 2022 | 7 | 54,745 | ||||||||
Common stock, beginning balance (in shares) at Mar. 31, 2022 | 215,752,926 | |||||||||
Beginning balance at Mar. 31, 2022 | 125,515 | $ 0 | $ 1 | $ 2,158 | (48) | 278,704 | 0 | (155,300) | ||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Stock-based compensation expense | 2,079 | 2,079 | ||||||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares) | 515,221 | |||||||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net | 361 | $ 5 | 356 | |||||||
Series A convertible preferred stock conversion (in shares) | (7) | 3,115 | ||||||||
Other comprehensive income (loss) | 10 | 10 | ||||||||
Net loss | (21,482) | (21,482) | ||||||||
Convertible preferred stock, ending balance (in shares) at Jun. 30, 2022 | 0 | 54,745 | ||||||||
Common stock, ending balance (in shares) at Jun. 30, 2022 | 216,271,262 | |||||||||
Ending balance at Jun. 30, 2022 | 106,483 | $ 0 | $ 1 | $ 2,163 | (48) | 281,139 | 10 | (176,782) | ||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Stock-based compensation expense | 2,495 | 2,495 | ||||||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares) | 538,675 | |||||||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net | 602 | $ 5 | 597 | |||||||
Other comprehensive income (loss) | 20 | 20 | ||||||||
Net loss | (23,913) | (23,913) | ||||||||
Convertible preferred stock, ending balance (in shares) at Sep. 30, 2022 | 0 | 54,745 | ||||||||
Common stock, ending balance (in shares) at Sep. 30, 2022 | 216,809,937 | |||||||||
Ending balance at Sep. 30, 2022 | $ 85,687 | $ 0 | $ 1 | $ 2,168 | (48) | 284,231 | 30 | (200,695) | ||
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2022 | 0 | 54,745 | 0 | 54,745 | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 221,599,682 | 221,721,182 | ||||||||
Beginning balance at Dec. 31, 2022 | $ 73,981 | $ 0 | $ 1 | $ 2,217 | (48) | 294,874 | 26 | (223,089) | ||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Stock-based compensation expense | 2,689 | 2,689 | ||||||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares) | 348,555 | |||||||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net | (1) | $ 3 | (4) | |||||||
Issuance of common stock for capital raises, net (in shares) | 4,478,956 | |||||||||
Issuance of common stock for capital raises, net | 5,559 | $ 45 | 5,514 | |||||||
Other comprehensive income (loss) | (1) | (1) | ||||||||
Net loss | (17,326) | (17,326) | ||||||||
Convertible preferred stock, ending balance (in shares) at Mar. 31, 2023 | 0 | 54,745 | ||||||||
Common stock, ending balance (in shares) at Mar. 31, 2023 | 226,548,693 | |||||||||
Ending balance at Mar. 31, 2023 | $ 64,901 | $ 0 | $ 1 | $ 2,265 | (48) | 303,073 | 25 | (240,415) | ||
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2022 | 0 | 54,745 | 0 | 54,745 | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 221,599,682 | 221,721,182 | ||||||||
Beginning balance at Dec. 31, 2022 | $ 73,981 | $ 0 | $ 1 | $ 2,217 | (48) | 294,874 | 26 | (223,089) | ||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net loss | (40,391) | |||||||||
Convertible preferred stock, ending balance (in shares) at Jun. 30, 2023 | 0 | 54,745 | ||||||||
Common stock, ending balance (in shares) at Jun. 30, 2023 | 256,608,552 | |||||||||
Ending balance at Jun. 30, 2023 | $ 59,242 | $ 0 | $ 1 | $ 2,566 | (48) | 320,181 | 22 | (263,480) | ||
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2022 | 0 | 54,745 | 0 | 54,745 | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 221,599,682 | 221,721,182 | ||||||||
Beginning balance at Dec. 31, 2022 | $ 73,981 | $ 0 | $ 1 | $ 2,217 | (48) | 294,874 | 26 | (223,089) | ||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net loss | (52,108) | |||||||||
Convertible preferred stock, ending balance (in shares) at Sep. 30, 2023 | 0 | 54,745 | ||||||||
Common stock, ending balance (in shares) at Sep. 30, 2023 | 256,621,487 | |||||||||
Ending balance at Sep. 30, 2023 | $ 49,801 | $ 0 | $ 1 | $ 2,566 | (48) | 322,452 | 27 | (275,197) | ||
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2022 | 0 | 54,745 | 0 | 54,745 | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 221,599,682 | 221,721,182 | ||||||||
Beginning balance at Dec. 31, 2022 | $ 73,981 | $ 0 | $ 1 | $ 2,217 | (48) | 294,874 | 26 | (223,089) | ||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Stock-based compensation expense | 9,217 | 9,217 | ||||||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares) | 488,166 | |||||||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net | 124 | $ 5 | 119 | |||||||
Issuance of common stock for capital raises, net (in shares) | 34,478,956 | |||||||||
Issuance of common stock for capital raises, net | 20,326 | $ 345 | 19,981 | |||||||
Other comprehensive income (loss) | (6) | (6) | ||||||||
Net loss | $ (63,078) | (63,078) | ||||||||
Convertible preferred stock, ending balance (in shares) at Dec. 31, 2023 | 0 | 54,745 | 0 | 54,745 | ||||||
Common stock, ending balance (in shares) at Dec. 31, 2023 | 256,566,804 | 256,688,304 | ||||||||
Ending balance at Dec. 31, 2023 | $ 40,564 | $ 0 | $ 1 | $ 2,567 | (48) | 324,191 | 20 | (286,167) | ||
Convertible preferred stock, beginning balance (in shares) at Mar. 31, 2023 | 0 | 54,745 | ||||||||
Common stock, beginning balance (in shares) at Mar. 31, 2023 | 226,548,693 | |||||||||
Beginning balance at Mar. 31, 2023 | 64,901 | $ 0 | $ 1 | $ 2,265 | (48) | 303,073 | 25 | (240,415) | ||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Stock-based compensation expense | 2,632 | 2,632 | ||||||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares) | 59,859 | |||||||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net | 10 | $ 1 | 9 | |||||||
Issuance of common stock for capital raises, net (in shares) | 30,000,000 | |||||||||
Issuance of common stock for capital raises, net | 14,767 | $ 300 | 14,467 | |||||||
Other comprehensive income (loss) | (3) | (3) | ||||||||
Net loss | (23,065) | (23,065) | ||||||||
Convertible preferred stock, ending balance (in shares) at Jun. 30, 2023 | 0 | 54,745 | ||||||||
Common stock, ending balance (in shares) at Jun. 30, 2023 | 256,608,552 | |||||||||
Ending balance at Jun. 30, 2023 | 59,242 | $ 0 | $ 1 | $ 2,566 | (48) | 320,181 | 22 | (263,480) | ||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Stock-based compensation expense | 2,174 | 2,174 | ||||||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares) | 12,935 | |||||||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net | 97 | 97 | ||||||||
Other comprehensive income (loss) | 5 | 5 | ||||||||
Net loss | (11,717) | (11,717) | ||||||||
Convertible preferred stock, ending balance (in shares) at Sep. 30, 2023 | 0 | 54,745 | ||||||||
Common stock, ending balance (in shares) at Sep. 30, 2023 | 256,621,487 | |||||||||
Ending balance at Sep. 30, 2023 | $ 49,801 | $ 0 | $ 1 | $ 2,566 | $ (48) | $ 322,452 | $ 27 | $ (275,197) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||||||||
Net loss | $ (17,326) | $ (19,015) | $ (40,391) | $ (40,497) | $ (52,108) | $ (64,410) | $ (63,078) | $ (86,804) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization expense | 174 | 76 | 348 | 166 | 525 | 307 | 704 | 480 |
Amortization (accretion) on marketable securities | (143) | 0 | (182) | 0 | (182) | 0 | (182) | (99) |
Non-cash interest expense | 24 | 19 | 54 | 38 | 87 | 58 | 116 | 83 |
Non-cash lease expense | 131 | 179 | 265 | 334 | 401 | 463 | 538 | 593 |
Non-cash (income) expense from collaborative arrangements, net | 1,008 | 996 | 1,392 | 3,007 | (1,134) | 4,856 | (696) | 6,603 |
Stock-based compensation expense | 2,689 | 3,299 | 5,321 | 5,378 | 7,495 | 7,873 | 9,217 | 10,541 |
Impairment of advance for COVAXIN supply | 4,074 | 0 | 4,074 | 0 | 4,074 | 0 | ||
Loss on disposal of fixed assets related to COVAXIN | 363 | 0 | 363 | 0 | 363 | 0 | ||
Other | 352 | 0 | 439 | 0 | 379 | (673) | 46 | (671) |
Changes in assets and liabilities: | ||||||||
Prepaid expenses and other current assets | (60) | (575) | 572 | 132 | 132 | 1,888 | (296) | 91 |
Accounts payable and accrued expenses | (4,964) | 131 | (9,049) | 2,844 | (10,402) | 6,734 | (12,343) | 9,487 |
Lease obligations | (125) | (176) | (252) | (265) | (382) | (261) | (517) | (383) |
Net cash used in operating activities | (18,240) | (15,066) | (37,046) | (28,863) | (50,752) | (43,165) | (62,054) | (60,079) |
Cash flows from investing activities | ||||||||
Purchases of marketable securities | (3,947) | 0 | (3,947) | 0 | (3,947) | 0 | (3,947) | (13,271) |
Proceeds from maturities of marketable securities | 9,000 | 0 | 17,500 | 0 | 17,500 | 0 | 17,500 | 0 |
Purchases of property and equipment | (1,612) | (223) | (4,389) | (1,589) | (7,754) | (2,433) | (10,476) | (4,457) |
Repayment of note receivable | 0 | 761 | 0 | 761 | ||||
Net cash provided by (used in) investing activities | 3,441 | (223) | 9,164 | (1,589) | 5,799 | (1,672) | 3,077 | (16,967) |
Cash flows from financing activities | ||||||||
Proceeds from issuance of common stock | 5,731 | 50,177 | 20,690 | 50,538 | 20,788 | 51,141 | 20,804 | 59,567 |
Payment of equity issuance costs | (173) | (75) | (222) | (200) | (355) | (298) | (355) | (549) |
Proceeds from issuance of debt | 500 | 0 | 500 | 500 | 500 | 500 | ||
Payments of debt issuance costs | (62) | 0 | (68) | 0 | (68) | (43) | (68) | (43) |
Net cash provided by financing activities | 5,496 | 50,102 | 20,900 | 50,338 | 20,865 | 51,300 | 20,881 | 59,475 |
Effect of changes in exchange rate on cash and cash equivalents | (1) | 0 | (3) | 10 | 2 | 30 | (5) | 25 |
Net (decrease) in cash and cash equivalents | (9,304) | 34,813 | (6,985) | 19,896 | (24,086) | 6,493 | (38,101) | (17,546) |
Cash, cash equivalents, and restricted cash at beginning of period | 77,563 | 95,109 | 77,563 | 95,109 | 77,563 | 95,109 | 77,563 | 95,109 |
Cash and cash equivalents at end of period | 68,259 | 129,922 | 70,578 | 115,005 | 53,477 | 101,602 | 39,462 | 77,563 |
Supplemental disclosure of non-cash investing and financing transactions: | ||||||||
Purchase of property and equipment | $ 1,119 | $ 611 | 2,637 | 491 | 1,969 | 1,231 | 2,189 | 911 |
Right-of-use assets related to operating leases | $ 0 | $ 2,918 | 0 | 2,916 | 572 | 2,916 | ||
Debt issuance costs | $ 0 | $ 19 | $ 0 | $ 37 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Ocugen, Inc., together with its wholly owned subsidiaries ("Ocugen" or the "Company"), is a biotechnology company focused on discovering, developing, and commercializing novel gene and cell therapies and vaccines that improve health and offer hope for patients across the globe. The Company is headquartered in Malvern, Pennsylvania, and manages its business as one operating segment. Our technology pipeline includes: • Modifier Gene Therapy Platform — Based on the use of nuclear hormone receptors ("NHRs"), the Company believes its modifier gene therapy platform has the potential to address many retinal diseases, including rare diseases such as retinitis pigmentosa ("RP") (OCU400) and Leber congenital amaurosis ("LCA") (OCU400), with a gene-agnostic approach. We also believe our modifier gene therapy platform has the potential to address many retinal diseases, including a multifactorial dry age-related macular degeneration ("dAMD") using OCU410, which the Company believes has the potential to treat millions of patients, and Stargardt disease (OCU410ST), which is also a rare disease. The Company received clearance from FDA to initiate a Phase 3 trial for OCU400 for the treatment of RP and intends to begin dosing patients in 2Q, 2024. The Company expects to expand OCU400 Phase 3 development in LCA patients in the second half of 2024 based on Phase 1/2 study results in LCA patients and subject to alignment with the FDA. Currently both OCU410, for the treatment of GA patients, and OCU410ST, for the treatment of Stargardt patients, programs are in Phase 1/2 clinical development. • Novel Biologic Therapy for Retinal Diseases — OCU200 is a novel fusion protein consisting of two human proteins, tumstatin and transferrin. OCU200 possesses unique features which potentially enable it to treat vascular complications of diabetic macular edema ("DME"), diabetic retinopathy ("DR") and wet AMD. Tumstatin is the active component of OCU200 and binds to integrin receptors, which play a crucial role in disease pathogenesis. Transferrin is expected to facilitate the targeted delivery of tumstatin into the retina and choroid and potentially help increase the interaction between tumstatin and integrin receptors. The Company continues to work with the FDA to address comments to lift the clinical hold. • Regenerative Medicine Cell Therapy Platform — Our Phase 3-ready regenerative medicine cell therapy platform technology, which includes NeoCart (autologous chondrocyte-derived neocartilage), is being developed for the repair of knee cartilage injuries in adults. The Company received concurrence from the FDA on the confirmatory Phase 3 trial design and has completed renovating an existing facility into a current Good Manufacturing Practice ("GMP") facility to support clinical study and initial commercial launch. • Inhaled Mucosal Vaccine Platform — The Company's next-generation, inhaled mucosal vaccine platform includes OCU500, a COVID-19 vaccine; OCU510, a seasonal quadrivalent flu vaccine; and OCU520, a combination quadrivalent seasonal flu and COVID-19 vaccine. The Company is conducting IND enabling and product development activities for our OCU500 product and planning to submit an IND in 2024. The Company is currently collaborating with the National Institute of Allergy and Infectious Diseases ("NIAID") for early clinical studies for the OCU500 program. The Company expects OCU500 clinical trials to begin mid-2024. The Company is continuing discussions with relevant government agencies regarding developmental funding for our OCU510 and OCU520 platforms. Going Concern The Company has incurred recurring net losses since inception and has funded its operations to date through the sale of common stock, warrants to purchase common stock, the issuance of convertible notes and debt, and grant proceeds. The Company incurred net losses of approximately $63.1 million and $86.8 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had an accumulated deficit of $286.2 million and cash and cash equivalents totaling $39.5 million. This amount will not meet the Company's capital requirements over the next 12 months after the date that the consolidated financial statements are issued. The Company believes that its cash and cash equivalents will enable it to fund its operations into the fourth quarter of 2024. Due to the inherent uncertainty involved in making estimates and the risks associated with the research, development, and commercialization of biotechnology products, the Company may have based this estimate on assumptions that may prove to be wrong, and the Company's operating plan may change as a result of many factors currently unknown to the Company. The Company is subject to risks, expenses, and uncertainties frequently encountered by companies in its industry. The Company intends to continue its research, development, and commercialization efforts for its product candidates, which will require significant additional funding. If the Company is unable to obtain additional funding in the future and/or its research, development, and commercialization efforts require higher than anticipated capital, there may be a negative impact on the financial viability of the Company. The Company is currently exploring options to fund its operations through public and private placements of equity and/or debt, payments from potential strategic research and development arrangements, sales of assets, licensing and/or collaboration arrangements with pharmaceutical companies or other institutions, funding from the government, particularly for the development of the Company's novel inhaled mucosal vaccine platform, or funding from other third parties. Such financing and funding may not be available at all, or on terms that are favorable to the Company. While Company management believes that it has a plan to fund operations, its plan may not be successfully implemented. Failure to generate sufficient cash flows from operations, raise additional capital, or appropriately manage certain discretionary spending, could have a material adverse effect on the Company's ability to achieve its intended business objectives. As a result of these factors, together with the anticipated continued spending that will be necessary to continue to research, develop, and commercialize the Company's product candidates, there is substantial doubt about the Company's ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. The consolidated financial statements do not contain any adjustments that might result from the resolution of any of the above uncertainties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements included herein have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP") and under the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). The consolidated financial statements include the accounts of Ocugen and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates In preparing the consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include those used in the accounting for research and development contracts, including clinical trial accruals, determination of the collaborative arrangements transaction price, calculating the progress towards the satisfaction of the performance obligations under the collaborative arrangements, and determining the value of the non-cash consideration received under collaborative arrangements. Segment Information As of December 31, 2023, the Company viewed its operations and managed its business as one operating segment consistent with how the Company's chief operating decision-maker, the Company's Chief Executive Officer, makes decisions regarding resource allocation and assesses performance. As of December 31, 2023, substantially all of the Company's assets were located in the United States. Cash and Cash Equivalents The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash equivalents may include bank demand deposits and money market funds that invest primarily in certificates of deposit, commercial paper, and U.S. government agency securities and treasuries. The Company records interest income received on its cash and cash equivalents to other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company recorded $2.5 million and $1.4 million as interest income for the years ended December 31, 2023 and 2022, respectively. Fair Value Measurements The Company follows the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements ("ASC 820"), which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) The carrying value of certain financial instruments, including cash and cash equivalents, accounts payable, and accrued expenses, approximates their fair value due to the short-term nature of these instruments. Marketable Securities The Company accounts for marketable securities in accordance with FASB ASC Topic 320, Investments — Debt and Equity Securities ("ASC 320"). The Company determines the appropriate classification of its investments in debt securities at the time of purchase. Marketable securities with maturities of 90 days or less at the time of purchase are classified as cash equivalents on the consolidated balance sheets. Debt securities are classified as trading securities if the security is bought and held primarily to be sold in the near term. Debt securities are classified as held-to-maturity if management has both the positive intent and ability to hold until the maturity of the security. Debt securities not classified as trading securities or held-to-maturity securities are classified as available-for-sale securities. The Company's marketable securities were previously comprised of debt securities and were classified as available-for-sale securities. The Company's marketable securities matured during the year ended December 31, 2023. Available-for-sale securities are recorded at fair value based on inputs that are observable, either directly or indirectly, such as quoted prices for identical securities in active markets (Level 1) or quoted prices for similar securities in active markets or inputs that are observable (Level 2). Unrealized gains and losses are included in other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Amortization of premium or accretion of discount on debt securities are included in other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company reviews investments in debt securities for other-than-temporary impairment if the fair value of the investment is less than the amortized cost basis. The assessment for other-than-temporary impairment is performed at the individual security level. To date, the Company has not recognized any impairments with respect to its debt securities. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The FASB subsequently issued amendments to ASU No. 2016-13, which had the same effective date and transition date of January 1, 2023. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash and cash equivalents. The Company's cash and cash equivalents are held in accounts at financial institutions that may exceed federally insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to significant credit risk beyond the standard credit risk associated with commercial banking relationships. Property and Equipment, Net The Company's property and equipment currently includes furniture and fixtures, machinery and equipment, leasehold improvements, and construction in progress. Property and equipment is recorded at historical cost less accumulated depreciation. Significant additions or improvements are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is calculated using the straight-line method and is recognized over the expected useful life of the underlying asset. Depreciation expense is included as research and development expense or general and administrative expense in the consolidated statements of operations and comprehensive loss based on the underlying nature of the associated asset. Construction in progress is not depreciated until such time that the asset is completed and placed into service. The Company's construction in progress as of December 31, 2023 related to the renovation of one of the Company's leased properties to develop a laboratory and manufacturing facility. The major assets that will be utilized in the laboratory and manufacturing facility have not yet been placed into service. Once placed into service, the assets will be depreciated over their expected useful lives. Expected useful lives by major asset category are as follows: Furniture and fixtures 3 to 7 years Machinery and equipment 5 to 7 years Leasehold improvements Shorter of the expected useful life or remaining lease term Leases The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company, if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The Company's lease agreements include lease and non-lease components, which the Company has elected not to account for separately for all classes of underlying assets. Lease expense for variable lease components is recognized when the obligation is probable. The Company currently leases real estate classified as operating leases. Operating leases are included in other assets and operating lease obligations in the Company's consolidated balance sheets. At lease commencement, the Company records a lease liability based on the present value of the lease payments over the expected lease term including any options to extend the lease that the Company is reasonably certain to exercise and records a corresponding right-of-use lease asset based on the lease liability, adjusted for any lease incentives received and any initial direct costs paid to the lessor prior to the lease commencement date. Lease expense is recognized on a straight-line basis over the lease term and recognized as research and development expense or general and administrative expense based on the underlying nature of the expense. FASB ASC Topic 842, Leases ("ASC 842") requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. The implicit interest rates were not readily determinable in the Company's current operating leases. As such, the incremental borrowing rates were used based on the information available at the commencement dates in determining the present value of lease payments. The lease term for the Company's leases includes the non-cancellable period of the lease plus any additional periods covered by either an option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on an index or rate, and amounts probable to be payable under the exercise of an option to purchase the underlying asset if reasonably certain. Variable payments not dependent on an index or rate associated with the Company's leases are recognized when the event, activity, or circumstance is probable. Variable payments include the Company's proportionate share of certain utilities and other operating expenses and are presented as operating expenses in the Company's consolidated statements of operations and comprehensive loss in the same line item as expense arising from fixed lease payments. Impairment of Assets The Company reviews its assets, including property and equipment, for impairment whenever changes in circumstances or events may indicate that the carrying amounts are not recoverable. These indicators include, but are not limited to, a significant change in the extent or manner in which an asset is used or its physical condition, a significant decrease in the market price of an asset, or a significant adverse change in the business or the industry that could affect the value of an asset. An asset is tested for impairment by comparing the net carrying value of the asset to the undiscounted net cash flows to be generated from the use and eventual disposition of the asset. Stock-Based Compensation The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation—Stock Compensation ("ASC 718"). The Company has issued stock-based compensation awards including stock options and restricted stock units ("RSUs"), and also accounts for certain issuances of preferred stock and warrants in accordance with ASC 718. ASC 718 requires all stock-based payments, including grants of stock options and RSUs, to be recognized in the consolidated statements of operations and comprehensive loss based on their grant date fair values. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options granted. For RSUs, the fair value of the RSU is determined by the market price of a share of the Company's common stock on the grant date. The Company recognizes forfeitures as they occur. Expense related to stock-based compensation awards granted with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Stock-based compensation awards generally vest over a one Estimating the fair value of stock options requires the input of subjective assumptions, including the expected term of the stock option, stock price volatility, the risk-free interest rate, and expected dividends. The assumptions used in the Company's Black-Scholes option-pricing model represent management's best estimates and involve a number of variables, uncertainties, assumptions, and the application of management's judgment, as they are inherently subjective. If any assumptions change, the Company's stock-based compensation expense could be materially different in the future. The assumptions used in Ocugen's Black-Scholes option-pricing model for stock options are as follows: Expected Term. As Ocugen does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term, the expected term of employee stock options subject to service-based vesting conditions is determined using the "simplified" method, as prescribed in SEC's Staff Accounting Bulletin No. 107, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the stock option. Expected Volatility. The expected volatility is based on historical volatilities of Ocugen and similar entities within Ocugen's industry for periods commensurate with the assumed expected term. Risk-Free Interest Rate. The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term. Expected Dividends. The expected dividend yield is 0% because Ocugen has not historically paid, and does not expect for the foreseeable future to pay, a dividend on its common stock. Collaborative Arrangements and Revenue Recognition The Company analyzes its collaborative arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards. This assessment is performed throughout the life of the arrangements based on changes to the arrangements. For collaborative arrangements within the scope of ASC 808 the Company may analogize to ASC 606 for certain elements. The Company identifies the goods or services promised within each collaborative arrangement and assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. The allocation of the transaction price to the performance obligations in proportion to their standalone selling prices is determined at contract inception. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the counterparty and the transfer of the promised goods or services to the counterparty will be one year or less. The Company assessed its collaboration arrangements in order to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements. The Company recognizes as collaboration revenue the amount of the transaction price that is allocated to the respective performance obligation as each performance obligation is satisfied over time, with progress toward completion measured based on actual costs incurred relative to total estimated costs to be incurred over the life of the arrangement. Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete their performance obligations under the arrangements. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Adjustments to original estimates will be required as work progresses and additional information becomes known, even though the scope of the work required under the contract may not change. Any adjustment as a result of a change in estimates is made when facts develop, events become known, or an adjustment is otherwise warranted. Under the Company’s collaborative arrangements, the timing of revenue recognition and receipt of consideration may differ, and result in assets and liabilities. Assets represent revenues recognized in excess of the consideration received under collaborative arrangement. Liabilities represent the consideration received in excess of revenues recognized under collaborative arrangement. Income Taxes The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, using statutory tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations and comprehensive loss in the period that includes the enactment date. The Company evaluates its deferred tax assets each period to ensure that the estimated future taxable income will be sufficient in character, amount, and timing, to result in its realizability. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets, unless it is more likely than not that those assets will be realized. Management utilizes considerable judgment when establishing deferred tax valuation allowances. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences and carryforward deferred tax assets become deductible or utilized. The Company considers the scheduled reversal of taxable temporary differences, projected future taxable income, and tax planning strategies in making this assessment. As events and circumstances change, valuation allowances are adjusted within the consolidated statement of operations and comprehensive loss when applicable. The Company recognizes net tax benefits under the recognition and measurement criteria of FASB ASC Topic 740, Income Taxes , which prescribes requirements and other guidance for financial statement recognition and measurement of positions taken or expected to be taken on tax returns. The Company recognizes a tax benefit for positions taken for tax return purposes when it will be more likely than not that the positions will be sustained upon tax examination, based solely on the technical merits of the tax positions. Otherwise, no tax benefit is recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense in the consolidated statement of operations and comprehensive loss. Tax examinations are often complex, as tax authorities may disagree with the treatment of items reported by the Company and may require several years to resolve. As a result, the Company's provision for income taxes is recorded on the basis of available information, but amounts recorded may be impacted as a result of future examinations. Recently Adopted Accounting Standards In July 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-03, Presentation of Financial Statements (Topic 205), Income Statement — Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation — Stock Compensation (Topic 718). This standard amends various SEC paragraphs pursuant to the SEC Staff Accounting Bulletin ("SAB") No. 120, SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force Meeting, and SAB Topic 6.B, Accounting Series Release 280 — General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. This standard did not provide any new guidance and was effective immediately. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The FASB subsequently issued amendments to ASU No. 2016-13, which had the same effective date and transition date of January 1, 2023. ASU No. 2016-13, as amended, requires that credit losses be reported using an expected losses model rather than the incurred losses model that was previously used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, these standards now require allowances to be recorded instead of reducing the amortized cost of the investment. These standards limit the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. The standard was effective for the Company on January 1, 2023. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures. In November 2023, the FASB issued ASU 2023-07 “Segment Reporting: Improvements to Reportable Segment Disclosures”. This guidance expands public entities’ segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40) . This standard will have an effective and transition date of January 1, 2024. Early adoption is currently permitted. This standard simplifies an issuer's accounting for convertible instruments by eliminating two of the three models that require separate accounting for embedded conversion features as well as simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. This standard also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and includes the effect of potential share settlement (if the effect is more dilutive) for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. The standard requires new disclosures about events that occur during the reporting period that cause conversion contingencies to be met and about the fair value of a public business entity's convertible debt at the instrument level, among other things. The Company does not currently expect the adoption of this standard to have a material impact on the Company's consolidated financial statements. |
License and Development Agreeme
License and Development Agreements | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
License and Development Agreements | License and Development Agreements Co-Development and Commercialization Agreement with CanSino Biologics, Inc. The Company entered into a co-development and commercialization agreement with CanSino Biologics, Inc. ("CanSinoBIO") with respect to the development and commercialization of the Company's modifier gene therapy product candidates, OCU400, OCU410, and OCU410ST. The co-development and commercialization agreement was originally entered into in September 2019 ("the Original CanSinoBIO Agreement") with regards to OCU400, and was subsequently amended in September 2021 and November 2022 ("the Amendments"), to include OCU410 and OCU410ST, respectively. The Company concluded that the Original CanSinoBIO Agreement and the Amendments are separate contracts (collectively referred to as the "CanSinoBio Agreements"). Pursuant to the CanSinoBIO Agreements, the Company and CanSinoBIO are collaborating on the development of the Company's modifier gene therapy platform. CanSinoBIO is responsible for the chemistry, manufacturing, and controls development and manufacture of clinical supplies of such products and is responsible for the costs associated with such activities. CanSinoBIO has an exclusive license to develop, manufacture, and commercialize the Company's modifier gene therapy platform in and for China, Hong Kong, Macau, and Taiwan (the "CanSinoBIO Territory"), and the Company maintains exclusive development, manufacturing, and commercialization rights with respect to the Company's modifier gene therapy platform outside the CanSinoBIO Territory (the "Company Territory"). Should any of the product candidates be commercialized in any of the related territories, CanSinoBIO will pay to the Company an annual royalty between mid- and high-single digits based on Net Sales (as defined in the CanSinoBIO Agreements) of the products included in the Company's modifier gene therapy platform in the CanSinoBIO Territory. The Company will pay to CanSinoBIO an annual royalty between low- and mid-single digits based on Net Sales of the products included in the Company's modifier gene therapy platform in the Company Territory. Accounting analysis and revenue recognition The Company determined the collaboration arrangements with CanSinoBIO, are within the scope of ASC 808 and has analogized to ASC 606 to account for CanSinoBIO's access to its IP as well as data generated in connection with the co-development activities to be undertaken by Ocugen. These elements of the arrangements are not distinct and are accounted for as a single performance obligation. The non-cash consideration to be received related to the Company's satisfaction of the performance obligations includes but is not limited to services relate to chemistry, manufacturing, and controls development and manufacture of clinical supplies of such products through completion of pre-clinical, clinical, regulatory, and other commercialization readiness services. The estimated market value of the co-development services to be performed by CanSinoBIO, represents variable consideration that is included in the transaction price. The Company recognizes collaborative arrangement revenue over time using an input method using ratio of costs incurred to date compared to total estimated costs require to satisfy the performance obligations under the CanSinoBIO Agreements . The Company constrained the transaction price related to certain future co-development services and future royalties, as it assessed that it is probable that the inclusion of such variable consideration could result in a significant reversal of cumulative revenue in future periods. The variable consideration is reevaluated at each reporting period and as changes in circumstances occur. The services provided by CanSinoBIO are recorded as incurred and the difference between the revenue and expense recognized is recorded on the Company's balance sheet as a contract liability within Accrued expenses and other current liabilities. The related revenue recognized was recorded in the consolidated statements of operations and comprehensive loss as collaborative arrangement revenue and was approximately $6.0 million and $2.5 million for the year ended December 31, 2023 and the year ended December 31, 2022, respectively. The related expense incurred for services provided by CanSinoBIO was recorded in the consolidated statements of operations and comprehensive loss as research and development expense and was approximately $5.3 million and $9.1 million for the year ended December 31, 2023 and the year ended December 31, 2022, respectively. The contract liability was $10.5 million and $11.2 million as of December 31, 2023 and December 31, 2022, respectively. Revenue recognized for the year ended December 31, 2023, that was included in the contract liabilities balances as of January 1, 2023 was approximately $6.0 million. Revenue recognized for the year ended December 31, 2022, that was included in the contract liabilities balances as of January 1, 2022, was approximately $2.5 million. NIAID Project NextGen Clinical trial support In October 2023, OCU500 was selected by the NIAID Project NextGen for inclusion in clinical trials. Project NextGen is a $5 billion multi-government agency initiative to develop the next generation of vaccines and therapeutics to combat the spread of COVID-19. NIAID, with funding from Project NextGen, will cover the full cost of the clinical trials, including operations and related analysis. Ocugen will be responsible for providing clinical trial materials and upon completion will have full right of reference to the findings, which Ocugen believes will provide clinical evidence to support the further development of the Company’s lead mucosal vaccine candidate. Exclusive License Agreement with Washington University In September 2022, the Company entered into the WU License Agreement with Washington University, pursuant to which the Company was granted an exclusive, sublicensable, royalty-bearing license to patent rights for an inhaled mucosal COVID-19 vaccine, as well as a license to certain tangible research property and technical information necessary to exploit the patent rights within the United States, Europe, and Japan. The Company paid Washington University an initial license issuance fee of $1.0 million, which was recognized as research and development expense in the consolidated statement of operations and comprehensive loss during the year ended December 31, 2022. In January 2023, the Company amended the WU License Agreement to add the countries of South Korea, Australia, and China to the Mucosal Vaccine Territory, and in November 2023, the Company further amended the WU License Agreement to add Hong Kong to the Mucosal Vaccine Territory. The Company is required to pay Washington University an annual license maintenance fee, payments upon the achievement of certain development and commercial milestones in the aggregate amount of up to $37.0 million, and low single-digit percentage royalties on Net Sales of licensed products (as defined in the WU License Agreement). Pursuant to the WU License Agreement, the Company may make, have made, sell, offer for sale, use, market, promote, distribute, export, and import licensed products in the Mucosal Vaccine Territory. The Company will use commercially reasonable efforts to develop, manufacture, promote, and sell the licensed products in the Mucosal Vaccine Territory. Washington University maintains control of patent preparation, filing, prosecution, and maintenance. The Company is responsible for Washington University's out-of-pocket expenses related to the preparation, filing, prosecution, issuance, and maintenance of the licensed patent rights incurred pursuant to the WU License Agreement. The WU License Agreement will expire on a country-by-country basis and a licensed product-by-licensed product basis and end, separately in each such country and for each such licensed product, upon the latter of (a) the expiration date of the last valid claim, (b) the fifteenth (15th) anniversary of the date of the first commercial sale of a licensed product, or (c) the expiration of the last form of market exclusivity (as defined in the WU License Agreement), subject to the earlier termination of the WU License Agreement in accordance with its terms. In addition, the Company may terminate the WU License Agreement without cause by giving at least 90 days written notice. The WU License Agreement contains customary termination provisions in the event of an uncured material breach or upon certain corporate actions, including bankruptcy, receivership, or liquidation. Exclusive License Agreement with The Schepens Eye Research Institute, Inc. In December 2017, the Company entered into an exclusive license agreement with The Schepens Eye Research Institute, Inc. ("SERI"), which was amended in January 2021 (as so amended, the "SERI Agreement"). The SERI Agreement gives the Company an exclusive, worldwide, sublicensable license to patent rights, biological materials, and technical information for NHR genes Nuclear Receptor Subfamily 1 Group D Member 1 (" NR1D1") , NR2E3 (OCU400), RORA (OCU410 and OCU410ST), Nuclear Protein 1, Transcriptional Regulator ( "NUPR1" ), and Nuclear Receptor Subfamily 2 Group C Member 1 ( "NR2C1" ). The January 2021 amendment to the SERI Agreement additionally granted the Company rights in co-owned intellectual property pursuant to certain patents and provisional patents at the time of the amendment. Under the SERI Agreement, the Company may make, have made, use, offer to sell, sell, and import licensed products, and must use commercially reasonable efforts to bring one or more licensed products to market as soon as reasonably practicable. SERI maintains control of patent preparation, filing, prosecution, and maintenance. The Company is responsible for SERI's out-of-pocket expenses related to the filing, prosecution, and maintenance of the licensed patent rights. In the event that SERI decides to discontinue the prosecution or maintenance of the licensed patent rights, the Company has the right, but not the obligation, to file for, or continue to prosecute, maintain, or enforce such licensed patent rights. The Company has assumed prosecution of certain licensed patent rights under the SERI Agreement. Exclusive License Agreement with the University of Colorado In March 2014, the Company entered into an exclusive license agreement with the University of Colorado ("CU"), which was amended in January 2017 and clarified by a letter of understanding in November 2017 (as so amended and clarified, the "CU Agreement"). The CU Agreement gives the Company an exclusive, worldwide, sublicensable license to patents for OCU200 to make, have made, use, import, offer to sell, sell, have sold, and practice the licensed products in all therapeutic applications. Under the CU Agreement, the Company must use commercially reasonable efforts to develop, manufacture, sublicense, market, and sell the licensed products, and has assumed primary responsibility for preparing, filing, and prosecuting broad patent claims for OCU200 for CU's benefit. Further, the Company assumed primary responsibility for all patent activities, including all costs associated with the perfection and maintenance of the patents for OCU200. License Agreement with Purpose Co. Ltd. In December 2005, Histogenics Corporation ("Histogenics") entered into an exclusive agreement (the "Purpose Agreement") to sublicense certain technology from Purpose Co. Ltd. ("Purpose"), which the Company assumed as a result of its reverse merger with Histogenics. Purpose entered into the original license agreement ("BWH-Purpose Agreement") with Brigham and Women's Hospital, Inc. ("BWH") in August 2001. The BWH-Purpose Agreement granted Purpose an exclusive, royalty-bearing, worldwide, sublicensable license, under its rights in licensed patents and patent applications co-owned by BWH and Purpose to make, use, and sell (1) an apparatus for cultivating a cell or tissue, (2) cell or tissue products made using such apparatus, (3) cell or tissue products made using processes for cultivating a cell or tissue as disclosed in the licensed patents and patent applications, and (4) any apparatus that cultivates cells or tissues using such processes, in each case, whose manufacture, use, or sale is covered by a valid claim of the licensed patents and patent applications, only for therapeutic use. The Purpose Agreement was amended and restated in June 2012, pursuant to which Purpose granted Histogenics outside of Japan: (i) exclusive rights to all of Purpose's technology (owned or licensed) related to the exogenous tissue processors, which is used in the development of NeoCart, (ii) continued supply of exogenous tissue processors, and (iii) rights to manufacture the exogenous tissue processors at any location the Company chooses. In exchange for such consideration, Purpose was granted an exclusive license in Japan for the use of all of the Company's NeoCart technology and was reimbursed for development costs on a multi-unit exogenous tissue processor. In May 2016, the Purpose Agreement was amended, whereby Histogenics reacquired the development and commercialization rights to NeoCart in Japan. The Purpose Agreement, as amended, provides the Company with the ability, worldwide, to (i) use, make, have made, sell, offer for sale, import or otherwise exploit products or services covered by claims of Purpose's patents and (ii) use, reproduce, modify, create derivative works of and otherwise exploit Purpose's technology for the design, development, manufacture, testing, support, and commercialization of any product or service that incorporates or builds upon Purpose's technology, in each case, only in connection with articular cartilage, ligaments, tendons, and meniscus. Purpose retains the right to sell its single unit exogenous tissue processer machines to research institutes for general but noncommercial use anywhere in the world. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table summarizes the fair value and the classification by level of input within the fair value hierarchy of financial assets as of December 31, 2022 that are recurring fair value measurements (in thousands): As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 15,899 $ 999 $ — $ 16,898 Marketable securities: U.S. government agency securities and treasuries — 7,433 — 7,433 Commercial paper — 5,938 — 5,938 Total assets $ 15,899 $ 14,370 $ — $ 30,269 The valuation of the Company's cash and cash equivalents totaling $39.5 million, which includes $38.2 million in money markets, as of December 31, 2023, utilized Level 1 inputs. The valuation of the Company's marketable securities, which matured during the year ended December 31, 2023, utilized Level 2 inputs. See Note 2 for additional information. Further, the Company believes the fair value using Level 2 inputs of the borrowings under the EB-5 Loan Agreement (as defined in Note 9) approximate their carrying value. See Note 9 for additional information. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities The Company's marketable securities matured during the year ended December 31, 2023. The following table provides the amortized cost basis and fair value of the Company's available-for-sale investments as of December 31, 2022 by security type as reflected on the consolidated balance sheets (in thousands): As of December 31, 2022 Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government agency securities and treasuries $ 7,432 $ 1 $ — $ 7,433 Commercial paper 5,938 — — 5,938 Total marketable securities $ 13,370 $ 1 $ — $ 13,371 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The following table provides a summary of the major components of property and equipment as reflected on the consolidated balance sheets (in thousands): As of December 31, 2023 2022 Furniture and fixtures $ 337 $ 337 Machinery and equipment 1,557 1,685 Leasehold improvements 2,086 1,603 Construction in progress 14,540 3,049 Total property and equipment 18,520 6,674 Less: accumulated depreciation (1,230) (621) Total property and equipment, net $ 17,290 $ 6,053 |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Operating Leases | Operating Leases The Company has commitments under operating leases for office, laboratory, and future manufacturing space in Malvern, Pennsylvania. The Company's corporate headquarters lease has initial terms of approximately seven years and includes options to extend the lease for up to 10 years. The Company's current GMP facility lease has initial terms of seven years and includes an option to extend the lease for up to five years. As of December 2023, the Company determined that it was reasonably certain that the current GMP facility’s option for extension of the lease would be exercised whereas previously this certainty did not exist. According to ASC 842-10-35-1, a lessee shall reassess the lease term if there is a significant event that is within the control of the lessee that directly affects whether the lessee is reasonably certain to exercise an option to extend the lease. The Company determined the significant event to be the completion of the renovations of the existing facility into a current GMP facility. According to ASC 842-20-35-4, a lessee shall remeasure the lease liability to reflect changes to the lease payments. A lessee shall recognize the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset. As such, the lease liability and the right-of-use asset both increased by $0.6 million. There was no change to the Statement of Operations as of December 31, 2023, as a result of this remeasurement. As a result of the remeasurement of the lease liability and the right-of-use asset, the leasehold improvements were reassessed, and the remaining lease terms were adjusted on a prospective basis as described in ASC 842-20-35-12. There is no change to the Statement of Operations as of December 31, 2023 The components of lease expense were as follows (in thousands): Year ended December 31, 2023 2022 Operating lease cost $ 784 $ 774 Variable lease cost 342 158 Total lease cost $ 1,126 $ 932 Supplemental balance sheet information related to leases was as follows (in thousands): As of December 31, 2023 2022 Right-of-use assets, net $ 3,944 $ 3,910 Current lease obligations $ 574 $ 498 Non-current lease obligations 3,567 3,587 Total lease liabilities $ 4,141 $ 4,085 Supplemental information related to leases was as follows: Year ended December 31, 2023 2022 Weighted-average remaining lease terms (years) 7.0 6.3 Weighted-average discount rate 9.3 % 6.4 % Future minimum base rent payments are approximately as follows (in thousands): For the years ending December 31, Amount 2024 $ 787 2025 810 2026 835 2027 858 2028 884 Thereafter 1,658 Total $ 5,832 Less: present value adjustment (1,691) Present value of minimum lease payments $ 4,141 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities The following table provides a summary of the major components of accrued expenses and other current liabilities as reflected on the consolidated balance sheets (in thousands): As of December 31, (As Restated) 2023 2022 Research and development $ 212 $ 1,894 Clinical 84 3,310 Professional fees 580 437 Employee-related 1,791 2,752 Deferred revenue relating to collaborative arrangements 10,525 11,221 Other 151 357 Total accrued expenses and other current liabilities $ 13,343 $ 19,971 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt In September 2016, in connection with the U.S. government's foreign national investor program, commonly known as the EB-5 Program, the Company entered into a financing arrangement (the "EB-5 Loan Agreement") which provided for cumulative borrowings of up to $10.0 million from EB5 Life Sciences, L.P. ("EB-5 Life Sciences") as the lender. Pursuant to the EB-5 Loan Agreement, borrowings were made in $0.5 million increments with a fixed interest rate of 4.0% per annum (the "Original Offering"). The borrowings pursuant to the Original Offering are secured by substantially all of the Company's assets, with the exception of any patents, patent applications, pending patents, patent licenses, patent sublicenses, trademarks, and other intellectual property rights held by the Company. Under the terms and conditions of the Original Offering, the Company borrowed $1.0 million during 2016, $0.5 million during 2020, $0.5 million in September 2022, and an additional $0.5 million in May 2023. Issuance costs were recognized as a reduction to the loan balance and are amortized to interest expense over the term of each borrowing. Pursuant to the Original Offering, each outstanding borrowing, including accrued interest, becomes due upon the seventh anniversary of its disbursement date, subject to certain extension provisions. In January 2024, the Company entered into an agreement to extended the current portion of borrowings owed under the EB-5 Loan Agreement to March 2025. Once repaid, amounts cannot be re-drawn. The March 2022 EB-5 Reform and Integrity Act of 2022 (the "RIA") enacted changes to the EB-5 Program, including but not limited to: raising the minimum investment amount for a targeted employment area (the "TEA") from its previous level of $0.5 million to its new level of $0.8 million, as well as modifying the process for the creation of TEAs. Under the previous regime, the state in which the TEA would be located could send a letter in support of efforts to designate a TEA. Under the current regime, only U.S. Citizenship and Immigration Services can designate TEAs. In connection with the aforementioned changes to the EB-5 Program, the Original Offering was amended in May 2023 (the "Amended Offering"). Pursuant to the terms and conditions of the Amended Offering, EB-5 Life Sciences now provides for cumulative borrowings of up to $20.0 million. Future borrowings can be made in increments of $0.8 million with a fixed interest rate of 4.0% per annum. Each future borrowing pursuant to the Amended Offering, including accrued interest, will become due upon the seventh anniversary of its disbursement date. The Company has not made any borrowings pursuant to the Amended Offering as of December 31, 2023. The carrying values of the borrowings pursuant to the Original Offering as of December 31, 2023 and 2022 are summarized below (in thousands): As of December 31, 2023 2022 Principal outstanding $ 2,500 $ 2,000 Plus: accrued interest 400 307 Less: unamortized debt issuance costs (100) (18) Carrying value, net $ 2,800 $ 2,289 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Equity | Equity Offerings of Common Stock Public Offering In May 2023, the Company entered into an underwriting agreement with an underwriter, pursuant to which the Company sold 30.0 million shares of its common stock at a public offering price of $0.50 per share (the "May 2023 Public Offering"). The Company received net proceeds of $14.8 million after deducting equity issuance costs. The May 2023 Public Offering was made pursuant to the Company's Registration Statement on Form S-3, which was previously filed with the SEC and became effective on April 21, 2023, as supplemented by a prospectus supplement, dated May 24, 2023. In February 2022, the Company entered into an underwriting agreement with an underwriter, pursuant to which the Company sold 16.0 million shares of its common stock at a public offering price of $3.13 per share. The Company received net proceeds of $49.8 million, after deducting equity issuance costs. At-the-Market Offerings In June 2022, the Company entered into an At Market Issuance Sales Agreement (the "Sales Agreement") with certain agents, pursuant to which the Company could, from time to time, offer and sell shares of its common stock having an aggregate gross sales price of up to $160.0 million. During the year ended December 31, 2023, the Company sold 4.5 million shares of its common stock and received net proceeds of $5.6 million after deducting issuance costs of $0.2 million. The Sales Agreement was terminated in February 2023. COVAXIN Preferred Stock Purchase Agreement On March 1, 2021, the Company entered into a preferred stock purchase agreement (the "Preferred Stock Purchase Agreement") with Bharat Biotech International Limited ("Bharat Biotech"), pursuant to which the Company agreed to issue and sell 0.1 million shares of the Company's Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Convertible Preferred Stock"), at a price per share equal to $109.60, to Bharat Biotech. On March 18, 2021, the Company issued the Series B Convertible Preferred Stock as an advance payment of $6.0 million for the supply of COVAXIN, a monovalent vaccine, to be provided by Bharat Biotech pursuant to a Development and Commercial Supply Agreement (the "Supply Agreement"). Each share of Series B Convertible Preferred Stock was convertible, at the option of Bharat Biotech, into 10 shares of the Company's common stock (the "Conversion Ratio") only after (i) the Company received stockholder approval to increase the number of authorized shares of common stock under its Sixth Amended and Restated Certificate of Incorporation, which the Company received in April 2021, and (ii) the Company's receipt of shipments by Bharat Biotech of the first 10.0 million doses of COVAXIN manufactured by Bharat Biotech pursuant to the Supply Agreement, and further on the terms and subject to the conditions set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock. The conversion rate of the Series B Convertible Preferred Stock was subject to adjustment in the event of a stock dividend, stock split, reclassification, or similar event with respect to the Company's common stock. The Company accounted for the issuance of the Series B Convertible Preferred Stock in accordance with ASC 718 and recorded its grant date fair value of $5.0 million within stockholders' equity during the year ended December 31, 2021, with a corresponding short-term asset for the advanced payment for the supply of COVAXIN included in prepaid expenses and other current assets in the consolidated balance sheet as of December 31, 2021. The Company utilized the traded common stock price, adjusted by the Conversion Ratio, to value the Series B Convertible Preferred Stock and the Finnerty model to estimate a 15% discount rate for the lack of marketability of the instrument. The valuation incorporated Level 3 inputs in the fair value hierarchy, including the estimated time until the instrument's liquidity and estimated volatility of the Company's common stock as of the grant date . As of December 31, 2022, the remaining balance of the short-term asset for the advanced payment for the supply of COVAXIN was $4.1 million. In April 2023, the FDA announced the cancellation of all emergency use authorizations ("EUA") issued with respect to monovalent COVID-19 vaccine formulations. Consequently, the Company determined it was no longer commercially viable to further the development of COVAXIN in its North American territories. During the year ended December 31, 2023, the Company wrote off the remaining balance of the short-term asset for the advanced payment for the supply of COVAXIN of $4.1 million to research and development expense in the consolidated statements of operations and comprehensive loss. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants Canada Warrants In July 2021, the Company entered into a consulting agreement with regard to the Company's Canadian operations (the "Canada Consulting Agreement"). Compensation under the Canada Consulting Agreement included the issuance of warrants to purchase up to 0.2 million shares of the Company's common stock (the "Canada Warrants") and cash payments of up to $3.0 million, both dependent upon the achievement of certain milestones related to COVAXIN. The Canada Warrants were issued on July 15, 2021, have an exercise price of $6.36 per share, and were accounted for in accordance with ASC 718. In connection with the Company's decision to terminate the COVAXIN program, the Canada Consulting Agreement and the Canada Warrants were terminated by mutual agreement in June 2023. OpCo Warrants Beginning in 2016, Ocugen OpCo, Inc., the Company's wholly owned subsidiary " OpCo" issued warrants to purchase the Company's common stock (the "OpCo Warrants"). As of December 31, 2023 and 2022, 0.6 million OpCo Warrants were outstanding. As of December 31, 2023, the outstanding OpCo Warrants had a weighted-average exercise price of $6.23 per share and expire between 2026 and 2027. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense for stock options and RSUs is reflected in the consolidated statements of operations and comprehensive loss as follows (in thousands): Year ended December 31, 2023 2022 General and administrative $ 6,876 $ 7,777 Research and development 2,341 2,764 Total $ 9,217 $ 10,541 As of December 31, 2023, the Company had $8.6 million of unrecognized stock-based compensation expense related to stock options and RSUs outstanding, which is expected to be recognized over a weighted average period of 1.5 years. Equity Plans The Company maintains two equity compensation plans, the 2014 Ocugen OpCo, Inc. Stock Option Plan (the "2014 Plan") and the Ocugen, Inc. 2019 Equity Incentive Plan (the "2019 Plan", collectively with the 2014 Plan, the "Plans"). On the first business day of each fiscal year, pursuant to the "Evergreen" provision of the 2019 Plan, the aggregate number of shares that may be issued under the 2019 Plan will automatically increase by a number equal to the lesser of 4% of the total number of shares of the Company's common stock outstanding on December 31st of the prior year, or a number of shares determined by the Board of Directors. As of December 31, 2023, the 2014 Plan and the 2019 Plan authorize for the granting of up to 0.8 million and 28.4 million equity awards in respect to the Company's common stock, respectively. The 2014 Plan and 2019 Plan have 0.4 million and 9.8 million equity awards remaining available for future grant, respectively, as of December 31, 2023. In addition to stock options and RSUs granted under the Plans, the Company has granted certain stock options and RSUs as material inducements to employment in accordance with Nasdaq Listing Rule 5635 (c)(4), which were granted outside of the Plans. Stock Options to Purchase Common Stock The assumptions utilized in the fair value calculations for stock options as of December 31, 2023 and 2022 were as follows: Year ended December 31, 2023 2022 Weighted average expected option term (years) 5.9 5.9 Range of expected stock price volatility 103% – 109% 106% – 110% Weighted average expected stock price volatility 106% 107% Range of risk-free interest rate 3.5% – 4.4% 1.4% – 4.2% Expected dividend rate 0% 0% The following table summarizes the stock option activity: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (In Thousands) Options outstanding at December 31, 2022 10,851,287 $ 2.95 8.30 $ 1,385 Granted 5,042,621 1.03 2 Exercised (295,000) 0.40 168 Forfeited (2,437,680) 2.37 9 Options outstanding at December 31, 2023 13,161,228 $ 2.38 7.86 $ 337 Options exercisable at December 31, 2023 6,578,928 $ 2.74 7.12 $ 204 The weighted average grant date fair value of stock options granted during the years ended December 31, 2023 and 2022 were $0.85 and $3.12, respectively. The total fair value of stock options vested during the years ended December 31, 2023 and 2022 were $8.9 million and $6.1 million, respectively. During the years ended December 31, 2023 and 2022, the Company received $0.1 million and $1.3 million of cash proceeds from the exercises of stock options, respectively. RSUs The following table summarizes the RSU activity: Number of Shares Weighted Average Grant-Date Fair Value Aggregate Intrinsic Value (In Thousands) RSUs outstanding at December 31, 2022 924,810 $ 4.12 $ 1,202 Granted 3,389,933 1.15 3,910 Vested (281,119) 4.31 299 Forfeited (1,050,963) 1.55 651 RSUs outstanding at December 31, 2023 2,982,661 $ 1.63 $ 1,715 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's losses before income taxes and provision (benefit) for income taxes is as follows (in thousands): Year ended December 31, (As Restated) 2023 2022 Loss before income taxes $ (63,078) $ (86,804) Provision (benefit) for income taxes — — A reconciliation of the federal statutory income tax rate to the Company's effective income tax rate is as follows: Year ended December 31, (As Restated) 2023 2022 Expected provision at statutory rate 21.0 % 21.0 % State income tax, net of federal benefit 6.4 % 7.4 % Tax credits 3.5 % 3.1 % Change in state tax rate (2.8) % (11.1) % Other, net (1.6) % (1.6) % Change in valuation allowance (26.5) % (18.8) % Effective tax rate — % — % The Company's deferred tax assets (liabilities) are comprised of the following (in thousands): As of December 31, (As Restated) 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 58,324 $ 48,812 Capital loss carryforwards 7,298 7,298 Start-up costs 9,699 9,699 Accruals and reserves 276 629 Intellectual property 4,565 5,057 Stock-based compensation 2,873 2,150 Capitalization of research and development expense 18,702 12,571 Deferred revenue 1,293 2,799 Tax credits 9,324 6,655 Lease liabilities 977 1,029 Total deferred tax assets 113,331 96,699 Valuation allowance (112,413) (95,724) Deferred tax assets, net of valuation allowance $ 918 $ 975 Deferred tax liabilities: Lease right-of-use assets (918) (975) Net deferred tax assets $ — $ — The Company's valuation allowance increased during 2023 by approximately $16.7 million primarily due to Section 174 expenditure capitalization. The Company has evaluated both positive and negative evidence when assessing the realizability of its deferred tax assets. Management has considered the Company's history of cumulative net losses, estimated future taxable income as well as tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. Accordingly, a full valuation allowance has been established against these net deferred tax assets as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the Company had U.S. federal net operating loss ("NOL") carryforwards of $226.2 million and $188.3 million, respectively, which may be available to offset future income tax liabilities. The 2017 Tax Cut and Jobs Act generally allows federal losses generated after 2017 to be carried over indefinitely, but also limits the NOL deduction to the lesser of the NOL carryover or 80% of a corporation's taxable income (subject to Section 382 of the Internal Revenue Code of 1986, as amended ("IRC")). Additionally, there is no carryback for losses generated after 2017. Losses generated prior to 2018 are deductible using the lesser of a corporation's NOL carryover or 100% of a corporation's taxable income and have a 20 year carryforward period. The Company has federal NOLs generated after 2017 of $173.5 million, which do not expire. The federal NOLs generated prior to 2018 of $52.7 million will expire at various dates through 2037. In addition, the Company has a capital loss carryforward of $26.7 million, which may be available to offset future capital gains and expires in 2024. As of December 31, 2023 and 2022, the Company had U.S. state NOL carryforwards of $224.5 million and $186.6 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2043. As of December 31, 2023 and 2022, the Company had federal tax credit carryforwards of approximately $9.2 million and $6.5 million, respectively, which are available to offset future federal tax liabilities which expire at various dates through 2043. As of December 31, 2023 and 2022, the Company had state tax credit carryforwards of approximately $0.1 million and $0.2 million, respectively, which are available to reduce future tax liabilities and expire at various dates through 2034. NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and relevant state tax authorities. Utilization of NOL and tax credit carryforwards may be subject to a substantial annual limitation under Section 382 and Section 383 of the IRC and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of NOL and tax credit carryforwards that can be utilized annually to offset future federal and state tax liabilities. The Company has not yet conducted a comprehensive study to assess whether any ownership change has occurred since its inception. A limitation may result in the expiration of a portion of the NOL or tax credit carryforwards before utilization, which would be offset by a change in the Company's valuation allowance. Until a study is completed by the Company, no NOL carryforward amounts will be offset by an unrecognized tax benefit related to Section 382. A full valuation allowance has also been recorded against the Company's tax credits. If an adjustment is required, it would be offset by a corresponding change in the valuation allowance. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year ended December 31, (As Restated) 2023 2022 Gross unrecognized tax benefits at beginning of year $ 303 $ 303 Additions for tax positions taken in a prior year — — Additions for tax positions taken in the current year — — Reductions for tax positions taken in the prior year due to settlement — — Reductions for tax positions taken in the prior year due to statutes lapsing — — Gross unrecognized tax benefits at end of year $ 303 $ 303 The uncertain tax positions giving rise to the unrecognized tax benefits of $0.3 million at December 31, 2023 and 2022 relate to the timing of certain income and deductions for federal income tax purposes taken by Histogenics prior to the Company's reverse merger with Histogenics. The reversal of unrecognized tax benefits would not have any impact on the effective tax rate in the future and is not expected to create cash liability. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In a normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. The Company's tax years are still open from 2019 to present. |
Net Loss per Share of Common St
Net Loss per Share of Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share of Common Stock | Net Loss per Share of Common Stock The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2023 and 2022 (in thousands, except share and per share amounts): Year ended December 31, (As Restated) 2023 2022 Net loss — basic and diluted $ (63,078) $ (86,804) Shares used in calculating net loss per common share — basic and diluted 244,327,057 214,600,051 Net loss per common share — basic and diluted $ (0.26) $ (0.40) The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares outstanding, as their inclusion would have been antidilutive: Year ended December 31, 2023 2022 Options to purchase common stock 13,161,228 10,851,287 RSUs 2,982,661 924,810 Warrants 628,834 798,352 Series A Convertible Preferred Stock (as converted to common stock) — — Series B Convertible Preferred Stock (as converted to common stock) 547,450 547,450 Total 17,320,173 13,121,899 |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments The Company has commitments under certain license and development agreements, lease agreements, commitments related to renovating an existing facility for GMP, and debt agreements. Commitments under certain license and development agreements include annual payments, payments upon the achievement of certain milestones, and royalty payments based on net sales of licensed products (see Note 3). Commitments under lease agreements are future minimum lease payments (see Note 7). Renovation commitments are related to retrofitting an existing facility in order to be GMP compliant (see Note 1). Commitments under debt agreements are the future payment of principal and accrued interest under the EB-5 Loan Agreement (see Note 9). In connection with the Company's decision to terminate the COVAXIN program, the Canada Consulting Agreement was terminated by mutual agreement in June 2023 (see Note 11). Additionally, the Company does not expect to fulfill any commitments under the amended Co-Development, Supply and Commercialization Agreement (the "Covaxin Agreement") with Bharat Biotech as a result of the termination of the COVAXIN program. Contingencies In June 2021, a securities class action lawsuit was filed against the Company and certain of its agents in the U.S. District Court for the Eastern District of Pennsylvania ("Court") (Case No. 2:21-cv-02725) that purported to state a claim for alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5 promulgated thereunder, based on statements made by the Company concerning the announcement of the Company's decision to pursue the submission of a BLA for COVAXIN for adults ages 18 years and older rather than pursuing an EUA. In July 2021, a second securities class action lawsuit was filed against the Company and certain of its agents in the Court (Case No. 2:21-cv-03182) that also purported to state a claim for alleged violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, based on the same statements as the first complaint. The complaints seek unspecified damages, interest, attorneys' fees, and other costs. In March 2022, the Court consolidated these two related securities class action lawsuits and appointed Andre Galan Bernd Benayon to serve as lead plaintiff. The lead plaintiff's amended complaint was filed in June 2022. In March 2023, the Court granted the Company's motion to dismiss with prejudice. The lead plaintiff appealed to the United States Court of Appeals for the Third Circuit ("Third Circuit") regarding the order that was entered in March 2023, which dismissed the action with prejudice. The lead plaintiff's appellant's brief and joint appendix were filed in July 2023. The Company's appellees' brief was filed in August 2023, and the lead plaintiff's reply brief was filed in September 2023. In March 2024, the Third Circuit affirmed the Court's decision to dismiss with prejudice the consolidated securities class action lawsuits. In August 2021, a stockholder derivative lawsuit was filed derivatively on behalf of the Company against certain of its agents and the nominal defendant Ocugen in the Court (Case No. 2:21-cv-03876) that purported to state a claim for breach of fiduciary duty and contribution for violations of Sections 10(b) and 21(d) of the Exchange Act, based on facts and circumstances relating to the securities class action lawsuits and seeking contribution and indemnification in connection with claims asserted in the securities class action lawsuits. In September 2021, a second stockholder derivative lawsuit was filed derivatively on behalf of the Company against certain of its agents and the nominal defendant Ocugen in the Court (Case No. 2:21-cv-04169) that purported to state a claim for breach of fiduciary duties, unjust enrichment, abuse of control, waste of corporate assets, and contribution for violations of Sections 10(b) and 21(d) of the Exchange Act, based on the same allegations as the first complaint. The parties to both stockholder derivative lawsuits stipulated to the consolidation of the two stockholder derivative lawsuits and submitted to the Court in each action a proposed order requesting a stay of the litigation pending a decision on any motion to dismiss filed in the securities class action lawsuits, which the Court entered in April 2022. In March 2023, the Court in the securities class action lawsuits granted the Company's motion to dismiss with prejudice. The parties to the stockholder derivative lawsuits stipulated to extend the stay of litigation pending resolution of any appeal filed in the securities class action lawsuits, which the Court entered in March 2023. In April 2024, a securities class action lawsuit was filed against the Company and certain of its agents in the Court (Case No. 2:24-cv-01500) that purported to state a claim for alleged violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, based on statements made by the Company concerning the Company’s previously-issued audited consolidated financial statements for each fiscal year beginning January 1, 2020 and its previously-issued unaudited interim condensed consolidated financial statements for each of the first three quarters in such years and the effectiveness of the Company’s disclosure controls and procedures during each such period. The complaint seeks unspecified damages, interest, attorneys’ fees, and other costs. The Company believes that the lawsuits are without merit and intends to vigorously defend against them. At this time, no assessment can be made as to their likely outcome or whether the outcome will be material to the Company. No information is available to indicate that it is probable that a loss has been incurred and can be reasonably estimated as of the date of the condensed consolidated financial statements and, as such, no accrual for the loss has been recorded within the consolidated financial statements. |
Restatement of Previously Issue
Restatement of Previously Issued Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Consolidated Financial Statements | Restatement of Previously Issued Consolidated Financial Statements In connection with the preparation of the Company's Consolidated Financial Statements as of and for the fiscal year ended December 31, 2023, the Company discovered that in the current fiscal year and prior years it had not appropriately accounted for its collaboration arrangements, including the determination of the transaction price, calculating the progress towards the satisfaction of the performance obligations under the collaborative arrangements, and determining the value of the non-cash consideration received and recognized as research and development expense. The Company also corrected the presentation of the revenue previously recognized within Other income (expense), net to Collaborative arrangement revenue in its Consolidated Statements of Operations and Comprehensive Loss. The misstatements were material to the Company's previously issued financial statements and as a result, the Company has restated its Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Loss, Consolidated Statements of Stockholders' Equity, and Consolidated Statements of Cash Flows as of and for the fiscal year ended December 31, 2022. The restatement includes adjustments to Collaborative arrangement revenue, Research and development expenses, Other income (expense), net and Accrued expenses and other current liabilities during the impacted periods. The Company has also corrected certain other identified immaterial errors that were identified during the impacted periods impacting Research and development expenses, General and administrative expenses, and Accrued expenses and other current liabilities. The impact of the correction of the misstatements is summarized below (in thousands): As of December 31, 2022 Corrected Consolidated Balance Sheets As previously reported Adjustment As Restated Accrued expenses and other liabilities $ 9,900 $ 10,071 $ 19,971 Total current liabilities 18,460 10,071 28,531 Total liabilities 24,580 10,071 34,651 Accumulated deficit (213,018) (10,071) (223,089) Total stockholders' equity 84,052 (10,071) 73,981 For the Fiscal Year Ended December 31, 2022 Corrected Consolidated Statements of Operations and Comprehensive Loss As previously reported Adjustment As Restated Collaborative arrangement revenue $ — 2,488 $ 2,488 Total revenue — 2,488 2,488 Research and Development 49,757 6,402 56,159 General and administrative 35,111 289 35,400 Total operating expenses 84,868 6,691 91,559 Loss from operations (84,868) (4,203) (89,071) Other income (expense), net 3,517 (1,250) 2,267 Net loss (81,351) (5,453) (86,804) Comprehensive loss (81,325) (5,453) (86,778) Net loss per share of common stock - basic and diluted $ (0.38) (0.02) $ (0.40) For the Fiscal Year Ended December 31, 2022 Corrected Consolidated Statements of Cash Flows As previously reported Adjustment As Restated Net loss $ (81,351) $ (5,453) $ (86,804) Non-cash (income) expense from collaborative arrangements, net — 6,603 6,603 Other 479 (1,150) (671) Net cash used in operating activities (60,079) — (60,079) Accumulated Deficit Total Stockholder Equity Corrected Consolidated Statements of Stockholders' Equity As previously reported Adjustment As Restated As previously reported Adjustment As Restated Balance at December 31, 2021 $ (131,667) $ (4,618) $ (136,285) $ 95,818 $ (4,618) $ 91,200 Stock-based compensation expense — — — 10,541 — 10,541 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — 1,262 — 1,262 Issuance of common stock for capital raises, net — — — 57,756 — 57,756 Series A convertible preferred stock conversion — — — — — — Other comprehensive income (loss) — — — 26 — 26 Net Loss (81,351) (5,453) (86,804) (81,351) (5,453) (86,804) Balance at December 31, 2022 $ (213,018) $ (10,071) $ (223,089) $ 84,052 $ (10,071) $ 73,981 All referenced amounts for prior periods in these financial statements and the notes herein reflect the balances and amounts on a restated basis. Restatement of Interim Financial Information (Unaudited) The Company has restated its unaudited Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Comprehensive Loss, Condensed Consolidated Statements of Stockholders' Equity, and Condensed Consolidated Statements of Cash Flows for the quarterly and year to date periods ended March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023, and September 30, 2023. The restated impact of the correction of the misstatements is summarized below (in thousands): As of March 31, 2023 As of March 31, 2022 Corrected Condensed Consolidated Balance Sheets (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Assets Current assets Cash and cash equivalents $ 68,259 — $ 68,259 $ 129,771 — $ 129,771 Marketable securities 8,462 — 8,462 — — — Prepaid expenses and other current assets 7,680 — 7,680 8,256 — 8,256 Total current assets 84,401 — 84,401 138,027 — 138,027 Property and equipment, net 7,952 — 7,952 1,921 — 1,921 Restricted cash — — — 151 — 151 Other assets 3,946 — 3,946 1,628 — 1,628 Total assets $ 96,299 — $ 96,299 $ 141,727 — $ 141,727 Liabilities and stockholders' equity Current liabilities Accounts payable $ 8,092 — $ 8,092 $ 3,896 — $ 3,896 Accrued expenses and other current liabilities 5,823 10,899 16,722 3,537 5,614 9,151 Operating lease obligations 512 — 512 254 — 254 Current portion of long term debt 1,256 — 1,256 — — — Total current liabilities 15,683 10,899 26,582 7,687 5,614 13,301 Non-current liabilities Operating lease obligations, less current portion 3,449 — 3,449 1,180 — 1,180 Long term debt, net 1,058 — 1,058 1,731 — 1,731 Other non-current liabilities 309 — 309 — — — Total non-current liabilities 4,816 — 4,816 2,911 — 2,911 Total liabilities 20,499 10,899 31,398 10,598 5,614 16,212 Commitments and contingencies Stockholders' equity Convertible preferred stock Series A — — — — — — Series B 1 — 1 1 — 1 Common stock 2,265 — 2,265 2,158 — 2,158 Treasury stock (48) — (48) (48) — (48) Additional paid-in capital 303,073 — 303,073 278,704 — 278,704 Accumulated other comprehensive income 25 — 25 — — — Accumulated deficit (229,516) (10,899) (240,415) (149,686) (5,614) (155,300) Total stockholders' equity 75,800 (10,899) 64,901 131,129 (5,614) 125,515 Total liabilities and stockholders' equity $ 96,299 — $ 96,299 $ 141,727 — $ 141,727 As of June 30, 2023 As of June 30, 2022 Corrected Condensed Consolidated Balance Sheets (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Assets Current assets Cash and cash equivalents $ 70,578 — $ 70,578 $ 115,005 — $ 115,005 Marketable securities — — — — — — Prepaid expenses and other current assets 2,874 — 2,874 7,564 — 7,564 Total current assets 73,452 — 73,452 122,569 — 122,569 Property and equipment, net 11,720 — 11,720 3,153 — 3,153 Other assets 3,804 — 3,804 4,366 — 4,366 Total assets $ 88,976 — $ 88,976 $ 130,088 — $ 130,088 Liabilities and stockholders' equity Current liabilities Accounts payable $ 3,881 — $ 3,881 $ 5,921 — $ 5,921 Accrued expenses and other current liabilities 7,787 11,039 18,826 4,103 7,625 11,728 Operating lease obligations 526 — 526 314 — 314 Current portion of long term debt 1,266 — 1,266 — — — Total current liabilities 13,460 11,039 24,499 10,338 7,625 17,963 Non-current liabilities Operating lease obligations, less current portion 3,308 — 3,308 3,892 — 3,892 Long term debt, net 1,472 — 1,472 1,750 — 1,750 Other non-current liabilities 455 — 455 — — — Total non-current liabilities 5,235 — 5,235 5,642 — 5,642 Total liabilities 18,695 11,039 29,734 15,980 7,625 23,605 Commitments and contingencies Stockholders' equity Convertible preferred stock Series A — — — — — — Series B 1 — 1 1 — 1 Common stock 2,566 — 2,566 2,163 — 2,163 Treasury stock (48) — (48) (48) — (48) Additional paid-in capital 320,181 — 320,181 281,139 — 281,139 Accumulated other comprehensive income 22 — 22 10 — 10 Accumulated deficit (252,441) (11,039) (263,480) (169,157) (7,625) (176,782) Total stockholders' equity 70,281 (11,039) 59,242 114,108 (7,625) 106,483 Total liabilities and stockholders' equity $ 88,976 — $ 88,976 $ 130,088 — $ 130,088 As of September 30, 2023 As of September 30, 2022 Corrected Condensed Consolidated Balance Sheets (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Assets Current assets Cash and cash equivalents $ 53,477 — $ 53,477 $ 101,602 — $ 101,602 Marketable securities — — — — — — Prepaid expenses and other current assets 3,081 — 3,081 5,895 — 5,895 Total current assets 56,558 — 56,558 107,497 — 107,497 Property and equipment, net 14,469 — 14,469 4,517 — 4,517 Other assets 3,660 — 3,660 4,225 — 4,225 Total assets $ 74,687 — $ 74,687 $ 116,239 — $ 116,239 Liabilities and stockholders' equity Current liabilities Accounts payable $ 2,921 — $ 2,921 $ 6,460 — $ 6,460 Accrued expenses and other current liabilities 6,399 8,594 14,993 8,004 9,616 17,620 Operating lease obligations 540 — 540 443 — 443 Current portion of long term debt 1,276 — 1,276 — — — Total current liabilities 11,136 8,594 19,730 14,907 9,616 24,523 Non-current liabilities Operating lease obligations, less current portion 3,164 — 3,164 3,764 — 3,764 Long term debt, net 1,495 — 1,495 2,265 — 2,265 Other non-current liabilities 497 — 497 — — — Total non-current liabilities 5,156 — 5,156 6,029 — 6,029 Total liabilities 16,292 8,594 24,886 20,936 9,616 30,552 Commitments and contingencies Stockholders' equity Convertible preferred stock Series A — — — — — — Series B 1 — 1 1 — 1 Common stock 2,566 — 2,566 2,168 — 2,168 Treasury stock (48) — (48) (48) — (48) Additional paid-in capital 322,452 — 322,452 284,231 — 284,231 Accumulated other comprehensive income 27 — 27 30 — 30 Accumulated deficit (266,603) (8,594) (275,197) (191,079) (9,616) (200,695) Total stockholders' equity 58,395 (8,594) 49,801 95,303 (9,616) 85,687 Total liabilities and stockholders' equity $ 74,687 — $ 74,687 $ 116,239 — $ 116,239 For the Three Months Ended March 31, 2023 March 31, 2022 Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Collaborative arrangement revenue $ — 443 $ 443 $ — 500 $ 500 Total revenue — 443 443 — 500 500 Operating expenses Research and development 9,558 614 10,172 7,915 1,478 9,393 General and administrative 8,193 113 8,306 10,119 18 10,137 Total operating expenses 17,751 727 18,478 18,034 1,496 19,530 Loss from operations (17,751) (284) (18,035) (18,034) (996) (19,030) Other income (expense), net 1,253 (544) 709 15 — 15 Net loss $ (16,498) (828) $ (17,326) $ (18,019) (996) $ (19,015) Other comprehensive income (loss) Foreign currency translation adjustment (1) — (1) — — — Comprehensive loss $ (16,499) (828) $ (17,327) $ (18,019) (996) $ (19,015) Shares used in calculating net loss per common share — basic and diluted 225,523,627 — 225,523,627 205,693,498 — 205,693,498 Net loss per share of common stock — basic and diluted $ (0.07) (0.01) $ (0.08) $ (0.09) — $ (0.09) For the Three Months Ended June 30, 2023 June 30, 2022 Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Collaborative arrangement revenue $ — 485 $ 485 $ — 643 $ 643 Total revenue — 485 485 — 643 643 Operating expenses Research and development 14,169 405 14,574 9,007 2,595 11,602 General and administrative 9,564 (113) 9,451 10,558 59 10,617 Total operating expenses 23,733 292 24,025 19,565 2,654 22,219 Loss from operations (23,733) 193 (23,540) (19,565) (2,011) (21,576) Other income (expense), net 808 (333) 475 94 — 94 Net loss $ (22,925) (140) $ (23,065) $ (19,471) (2,011) $ (21,482) Other comprehensive income (loss) Foreign currency translation adjustment (2) — (2) 10 — 10 Unrealized gain (loss) on marketable securities (1) — (1) — — — Comprehensive loss $ (22,928) (140) $ (23,068) $ (19,461) (2,011) $ (21,472) Shares used in calculating net loss per common share — basic and diluted 238,311,498 — 238,311,498 215,862,977 — 215,862,977 Net loss per share of common stock — basic and diluted $ (0.10) — $ (0.10) $ (0.09) (0.01) $ (0.10) For the Six Months Ended June 30, 2023 June 30, 2022 Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Collaborative arrangement revenue $ — 928 $ 928 $ — 1,143 $ 1,143 Total revenue — 928 928 — 1,143 1,143 Operating expenses Research and development 23,727 1,019 24,746 16,922 4,073 20,995 General and administrative 17,757 — 17,757 20,677 77 20,754 Total operating expenses 41,484 1,019 42,503 37,599 4,150 41,749 Loss from operations (41,484) (91) (41,575) (37,599) (3,007) (40,606) Other income (expense), net 2,061 (877) 1,184 109 — 109 Net loss $ (39,423) (968) $ (40,391) $ (37,490) (3,007) $ (40,497) Other comprehensive income (loss) Foreign currency translation adjustment (3) — (3) 10 — 10 Unrealized gain (loss) on marketable securities (1) — (1) — — — Comprehensive loss $ (39,427) (968) $ (40,395) $ (37,480) (3,007) $ (40,487) Shares used in calculating net loss per common share — basic and diluted 231,952,888 — 231,952,888 210,806,330 — 210,806,330 Net loss per share of common stock — basic and diluted $ (0.17) — $ (0.17) $ (0.18) (0.01) $ (0.19) For the Three Months Ended September 30, 2023 September 30, 2022 Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Collaborative arrangement revenue $ — 3,699 $ 3,699 $ — 466 $ 466 Total revenue — 3,699 3,699 — 466 466 Operating expenses Research and development 6,342 706 7,048 15,622 2,315 17,937 General and administrative 9,082 — 9,082 7,497 142 7,639 Total operating expenses 15,424 706 16,130 23,119 2,457 25,576 Loss from operations (15,424) 2,993 (12,431) (23,119) (1,991) (25,110) Other income (expense), net 1,262 (548) 714 1,197 — 1,197 Net loss $ (14,162) 2,445 $ (11,717) $ (21,922) (1,991) $ (23,913) Other comprehensive income (loss) Foreign currency translation adjustment 5 — 5 20 — 20 Unrealized gain (loss) on marketable securities — — — — — — Comprehensive loss $ (14,157) 2,445 $ (11,712) $ (21,902) (1,991) $ (23,893) Shares used in calculating net loss per common share — basic and diluted 256,492,558 — 256,492,558 216,591,011 — 216,591,011 Net loss per share of common stock — basic and diluted $ (0.06) 0.01 $ (0.05) $ (0.10) (0.01) $ (0.11) For the Nine Months Ended September 30, 2023 September 30, 2022 Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Collaborative arrangement revenue $ — 4,627 $ 4,627 $ — 1,609 $ 1,609 Total revenue — 4,627 4,627 — 1,609 1,609 Operating expenses Research and development 30,069 1,725 31,794 32,544 6,388 38,932 General and administrative 26,839 — 26,839 28,174 219 28,393 Total operating expenses 56,908 1,725 58,633 60,718 6,607 67,325 Loss from operations (56,908) 2,902 (54,006) (60,718) (4,998) (65,716) Other income (expense), net 3,323 (1,425) 1,898 1,306 — 1,306 Net loss $ (53,585) 1,477 $ (52,108) $ (59,412) (4,998) $ (64,410) Other comprehensive income (loss) Foreign currency translation adjustment 2 — 2 30 — 30 Unrealized gain (loss) on marketable securities (1) — (1) — — — Comprehensive loss $ (53,584) 1,477 $ (52,107) $ (59,382) (4,998) $ (64,380) Shares used in calculating net loss per common share — basic and diluted 240,222,667 — 240,222,667 212,755,746 — 212,755,746 Net loss per share of common stock — basic and diluted $ (0.22) — $ (0.22) $ (0.28) (0.02) $ (0.30) For the Nine Months Ended September 30, 2022 Series A Convertible Preferred Stock Series B Common Stock Treasury Stock Additional Accumulated Other Comprehensive Income Accumulated Total Corrected Condensed Consolidated Statements of Stockholders' equity (Unaudited) Shares Amount Shares Amount Shares Amount Balance December 31, 2021 (As Reported) 7 $ — 54,745 $ 1 199,502,183 $ 1,995 $ (48) $ 225,537 $ — $ (131,667) $ 95,818 Stock-based compensation expense — — — — — — — 3,299 — — 3,299 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 277,323 3 — 177 — — 180 Issuance of common stock for capital raises, net — — — — 15,973,420 160 — 49,691 — — 49,851 Net loss — — — — — — — — — (18,019) (18,019) Balance March 31, 2022 (As Reported) 7 $ — 54,745 $ 1 215,752,926 $ 2,158 $ (48) $ 278,704 $ — $ (149,686) $ 131,129 Stock-based compensation expense — — — — — — — 2,079 — — 2,079 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 515,221 5 — 356 — — 361 Series A convertible preferred stock conversion (7) — — — 3,115 — — — — — — Other Comprehensive income (loss) — — — — — — — — 10 — 10 Net loss — — — — — — — — — (19,471) (19,471) Balance June 30, 2022 (As Reported) — $ — 54,745 $ 1 216,271,262 $ 2,163 $ (48) $ 281,139 $ 10 $ (169,157) $ 114,108 Stock-based compensation expense — — — — — — — 2,495 — — 2,495 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 538,675 5 — 597 — — 602 Other Comprehensive income (loss) — — — — — — — — 20 — 20 Net loss — — — — — — — — — (21,922) (21,922) Balance September 30, 2022 (As Reported) — $ — 54,745 $ 1 216,809,937 $ 2,168 $ (48) $ 284,231 $ 30 $ (191,079) $ 95,303 For the Nine Months Ended September 30, 2022 Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock Treasury Stock Additional Accumulated Other Comprehensive Income Accumulated Total Condensed Consolidated Statements of Stockholders' equity (Unaudited) Adjustments Shares Amount Shares Amount Shares Amount Balance December 31, 2021 — — — — — — — — — $ (4,618) $ (4,618) Net loss — — — — — — — — — (996) (996) Balance March 31, 2022 (Adjustment) — — — — — — — — — $ (5,614) $ (5,614) Net loss — — — — — — — — — (2,011) (2,011) Balance June 30, 2022 (Adjustment) — — — — — — — — — $ (7,625) $ (7,625) Net loss — — — — — — — — — (1,991) (1,991) Balance at September 30, 2022 (Adjustment) — — — — — — — — — $ (9,616) $ (9,616) For the Nine Months Ended September 30, 2022 Series A Convertible Preferred Stock Series B Common Stock Treasury Stock Additional Accumulated Other Comprehensive Income Accumulated Total Corrected Condensed Consolidated Statements of Stockholders' equity (Unaudited) Shares Amount Shares Amount Shares Amount Balance December 31, 2021 (As Restated) 7 $ — 54,745 $ 1 199,502,183 $ 1,995 $ (48) $ 225,537 $ — $ (136,285) $ 91,200 Stock-based compensation expense — — — — — — — 3,299 — — 3,299 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 277,323 3 — 177 — — 180 Issuance of common stock for capital raises, net — — — — 15,973,420 160 — 49,691 — — 49,851 Net loss — — — — — — — — — (19,015) (19,015) Balance March 31, 2022 (As Restated) 7 $ — 54,745 $ 1 215,752,926 $ 2,158 $ (48) $ 278,704 $ — $ (155,300) $ 125,515 Stock-based compensation expense — — — — — — — 2,079 — — 2,079 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 515,221 5 — 356 — — 361 Series A convertible preferred stock conversion (7) — — — 3,115 — — — — — — Other Comprehensive income (loss) — — — — — — — — 10 — 10 Net loss — — — — — — — — — (21,482) (21,482) Balance June 30, 2022 (As Restated) — — 54,745 1 216,271,262 2,163 (48) 281,139 10 (176,782) 106,483 Stock-based compensation expense — — — — — — — 2,495 — — 2,495 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 538,675 5 — 597 — — 602 Other Comprehensive income (loss) — — — — — — — — 20 — 20 Net loss — — — — — — — — — (23,913) (23,913) Balance September 30, 2022 (As Restated) — $ — 54,745 $ 1 216,809,937 $ 2,168 $ (48) $ 284,231 $ 30 $ (200,695) $ 85,687 For the Nine Months Ended September 30, 2023 Series A Convertible Preferred Stock Series B Common Stock Treasury Stock Additional Accumulated Other Comprehensive Income Accumulated Total Corrected Condensed Consolidated Statements of Stockholders' equity (Unaudited) Shares Amount Shares Amount Shares Amount Balance December 31, 2022 (As Reported) — $ — 54,745 $ 1 221,721,182 $ 2,217 $ (48) $ 294,874 $ 26 $ (213,018) $ 84,052 Stock-based compensation expense — — — — — — — 2,689 — — 2,689 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 348,555 3 — (4) — — (1) Issuance of common stock for capital raises, net — — — — 4,478,956 45 — 5,514 — — 5,559 Other comprehensive income (loss) — — — — — — — — (1) — (1) Net loss — — — — — — — — — (16,498) (16,498) Balance March 31, 2023 (As Reported) — $ — 54,745 $ 1 226,548,693 $ 2,265 $ (48) $ 303,073 $ 25 $ (229,516) $ 75,800 Stock-based compensation expense — — — — — — — 2,632 — — 2,632 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 59,859 1 — 9 — — 10 Issuance of common stock for capital raises, net — — — — 30,000,000 300 — 14,467 — — 14,767 Other comprehensive income (loss) — — — — — — — — (3) — (3) Net loss — — — — — — — — — (22,925) (22,925) Balance June 30, 2023 (As Reported) — $ — 54,745 $ 1 256,608,552 $ 2,566 $ (48) $ 320,181 $ 22 $ (252,441) $ 70,281 Stock-based compensation expense — — — — — — — 2,174 — — 2,174 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 12,935 — — 97 — — 97 Other comprehensive income (loss) — — — — — — — — 5 — 5 Net loss — — — — — — — — — (14,162) (14,162) Balance September 30, 2023 (As Reported) — $ — 54,745 $ 1 256,621,487 $ 2,566 $ (48) $ 322,452 $ 27 $ (266,603) $ 58,395 For the Nine Months Ended September 30, 2023 Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock Treasury Stock Additional Accumulated Other Comprehensive Income Accumulated Total Condensed Consolidated Statements of Stockholders' equity (Unaudited) Adjustments Shares Amount Shares Amount Shares Amount Balance December 31, 2022 (Adjustment) — — — — — — — — — $ (10,071) $ (10,071) Net loss — — — — — — — — — (828) (828) Balance March 31, 2023 (Adjustment) — — — — — — — — — $ (10,899) $ (10,899) Net loss — — — — — — — — — (140) (140) Balance June 30, 2023 (Adjustment) — — — — — — — — — $ (11,039) $ (11,039) Net loss — — — — — — — — — 2,445 2,445 Balance at September 30, 2023 (Adjustment) — — — — — — — — — $ (8,594) $ (8,594) For the Nine Months Ended September 30, 2023 Series A Convertible Preferred Stock Series B Common Stock Treasury Stock Additional Accumulated Other Comprehensive Income Accumulated Total Corrected Condensed Consolidated Statements of Stockholders' equity (Unaudited) Shares Amount Shares Amount Shares Amount Balance December 31, 2022 (As Restated) — $ — 54,745 $ 1 221,721,182 $ 2,217 $ (48) $ 294,874 $ 26 $ (223,089) $ 73,981 Stock-based compensation expense — — — — — — — 2,689 — — 2,689 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 348,555 3 — (4) — — (1) Issuance of common stock for capital raises, net — — — — 4,478,956 45 — 5,514 — — 5,559 Other comprehensive income (loss) — — — — — — — — (1) — (1) Net loss — — — — — — — — — (17,326) (17,326) Balance March 31, 2023 (As Restated) — $ — 54,745 $ 1 226,548,693 $ 2,265 $ (48) $ 303,073 $ 25 $ (240,415) $ 64,901 Stock-based compensation expense — — — — — — — 2,632 — — 2,632 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 59,859 1 — 9 — — 10 Issuance of common stock for capital raises, net — — — — 30,000,000 300 — 14,467 — — 14,767 Other comprehensive income (loss) — — — — — — — — (3) — (3) Net loss — — — — — — — — — (23,065) (23,065) Balance June 30, 2023 (As Restated) — $ — 54,745 $ 1 256,608,552 $ 2,566 $ (48) $ 320,181 $ 22 $ (263,480) $ 59,242 Stock-based compensation expense — — — — — — — 2,174 — — 2,174 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 12,935 — — 97 — — 97 Other comprehensive income (loss) — — — — — — — — 5 — 5 Net loss — — — — — — — — — (11,717) (11,717) Balance September 30, 2023 (As Restated) — $ — 54,745 $ 1 256,621,487 $ 2,566 $ (48) $ 322,452 $ 27 $ (275,197) $ 49,801 Three months ended March 31, 2023 2022 Corrected Consolidated Statements of Cash Flows (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Cash flows from operating activities Net loss $ (16,498) (828) $ (17,326) $ (18,019) (996) $ (19,015) Adjustments to reconcile net loss to net cash used in operating activities: — — — — Depreciation and amortization expense 174 — 174 76 — 76 Amortization (accretion) on marketable securities (143) — (143) — — — Non-cash interest expense 24 — 24 19 — 19 Non-cash lease expense 131 — 131 179 — 179 Non-cash (income) expense from collaborative arrangements, net — 1,008 1,008 — 996 996 Stock-based compensation expense 2,689 — 2,689 3,299 — 3,299 Other 352 — 352 — — — Changes in assets and liabilities: Prepaid expenses and other current assets (60) — (60) (575) — (575) Accounts payable and accrued expenses (4,784) (180) (4,964) 131 — 131 Lease obligations (125) — (125) (176) — (176) Net cash used in operating activities (18,240) — (18,240) (15,066) — (15,066) Cash flows from investing activities Purchases of marketable securities (3,947) — (3,947) — — — Proceeds from maturities of marketable securities 9,000 — 9,000 — — — Purchases of property and equipment (1,612) — (1,612) (223) — (223) Net cash provided by (used in) investing activities 3,441 — 3,441 (223) — (223) Cash flows from financing activities Proceeds from issuance of common stock, net 5,731 — 5,731 50,177 — 50,177 Payment of equity issuance costs (173) — (173) (75) — (75) Payments of debt issuance costs (62) — (62) — — — Net cash provided by financing activities 5,496 — 5,496 50,102 — 50,102 Effect of changes in exchange rate on cash and cash equivalents (1) — (1) — — — Net (decrease) in cash, cash equivalents, and restricted cash (9,304) — (9,304) 34,813 — 34,813 Cash, cash equivalents, and restricted cash at beginning of period 77,563 — 77,563 95,109 — 95,109 Cash, cash equivalents, and restricted cash at end of period $ 68,259 — $ 68,259 $ 129,922 — $ 129,922 Supplemental disclosure of non-cash investing and financing transactions: Purchase of property and equipment $ 1,119 — $ 1,119 $ 611 — $ 611 Equity issuance costs $ — — $ — $ 71 — $ 71 Six months ended June 30, 2023 2022 Corrected Consolidated Statements of Cash Flows (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Cash flows from operating activities Net loss $ (39,423) (968) $ (40,391) $ (37,490) (3,007) $ (40,497) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 348 — 348 166 — 166 Amortization (accretion) on marketable securities (182) — (182) — — — Non-cash interest expense 54 — 54 38 — 38 Non-cash lease expense 265 — 265 334 — 334 Non-cash (income) expense from collaborative arrangements, net — 1,392 1,392 — 3,007 3,007 Stock-based compensation expense 5,321 — 5,321 5,378 — 5,378 Impairment of advance for COVAXIN supply 4,074 — 4,074 — — — Loss on disposal of fixed assets related to COVAXIN 363 — 363 — — — Other 439 — 439 — — — Changes in assets and liabilities: Prepaid expenses and other current assets 572 — 572 132 — 132 Accounts payable and accrued expenses (8,625) (424) (9,049) 2,844 — 2,844 Lease obligations (252) — (252) (265) — (265) Net cash used in operating activities (37,046) — (37,046) (28,863) — (28,863) Cash flows from investing activities Purchases of marketable securities (3,947) — (3,947) — — — Proceeds from maturities of marketable securities 17,500 — 17,500 — — — Purchases of property and equipment (4,389) — (4,389) (1,589) — (1,589) Net cash provided by (used in) investing activities 9,164 — 9,164 (1,589) — (1,589) Cash flows from financing activities Proceeds from issuance of common stock, net 20,690 — 20,690 50,538 — 50,538 Payment of equity issuance costs (222) — (222) (200) — (200) Proceeds from issuance of debt 500 — 500 — — — Payments of debt issuance costs (68) — (68) — — — Net cash provided by financing activities 20,900 — 20,900 50,338 — 50,338 Effect of changes in exchange rate on cash and cash equivalents (3) — (3) 10 — 10 Net (decrease) in cash and cash equivalents (6,985) — (6,985) 19,896 — 19,896 Cash, cash equivalents, and restricted cash at beginning of period 77,563 — 77,563 95,109 — 95,109 Cash and cash equivalents at end of period $ 70,578 — $ 70,578 $ 115,005 — $ 115,005 Corrected Consolidated Statements of Cash Flows (Unaudited) - Continued Supplemental disclosure of non-cash investing and financing transactions: Equity issuance costs $ 133 — $ 133 $ 69 — $ 69 Purchase of property and equipment $ 2,637 — $ 2,637 $ 491 — $ 491 Right-of-use assets related to operating leases $ — — $ — $ 2,918 — $ 2,918 Nine months ended September 30, 2023 2022 Corrected Consolidated Statements of Cash Flows (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Cash flows from operating activities Net loss $ (53,585) 1,477 $ (52,108) $ (59,412) (4,998) $ (64,410) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 525 — 525 307 — 307 Amortization (accretion) on marketable securities (182) — (182) — — — Non-cash interest expense 87 — 87 58 — 58 Non-cash lease expense 401 — 401 463 — 463 Non-cash (income) expense from collaborative arrangements, net — (1,134) (1,134) — 4,856 4,856 Stock-based compensation expense 7,495 — 7,495 7,873 — 7,873 Impairment of advance for COVAXIN supply 4,074 — 4,074 — — — Loss on disposal of fixed assets related to COVAXIN 363 — 363 — — — Other 379 — 379 (673) — (673) Changes in assets and liabilities: Prepaid expenses and other current assets 132 — 132 1,888 — 1,888 Accounts payable and accrued expenses (10,059) (343) (10,402) 6,592 142 6,734 Lease obligations (382) — (382) (261) — (261) Net cash used in operating activities (50,752) — (50,752) (43,165) — (43,165) Cash flows from investing activities Purchases of marketable securities (3,947) — (3,947) — — — Proceeds from maturities of marketable securities 17,500 — 17,500 — — — Purchases of property and equipment (7,754) — (7,754) (2,433) — (2,433) Repayment of note receivable — — — 761 — 761 Net cash provided by (used in) investing activities 5,799 — 5,799 (1,672) — (1,672) Cash flows from financing activities Proceeds from issuance of common stock 20,788 — 20,788 51,141 — 51,141 Payment of equity issuance costs (355) — (355) (298) — (298) Proceeds from issuance of debt 500 — 500 500 — 500 Payments of debt issuance costs (68) — (68) (43) — (43) Net cash provided by financing activities 20,865 — 20,865 51,300 — 51,300 Effect of changes in exchange rate on cash and cash equivalents 2 — 2 30 — 30 Net (decrease) in cash and cash equivalents (24,086) — (24,086) 6,493 — 6,493 Cash, cash equivalents, and restricted cash at beginning of period 77,563 — 77,563 95,109 — 95,109 Cash and cash equivalents at end of period $ 53,477 — $ 53,477 $ 101,602 — $ 101,602 Corrected Consolidated Statements of Cash Flows (Unaudited) - Continued Supplemental disclosure of non-cash investing and financing transactions: Equity issuance costs $ — — $ — $ 2 — $ 2 Purchase of property and equipment $ 1,969 — $ 1,969 $ 1,231 — $ 1,231 Right-of-use assets related to operating leases $ — — $ — $ 2,916 — $ 2,916 Debt issuance costs $ — — $ — $ 19 — $ 19 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||||||||||||
Net loss | $ (11,717) | $ (23,065) | $ (17,326) | $ (23,913) | $ (21,482) | $ (19,015) | $ (40,391) | $ (40,497) | $ (52,108) | $ (64,410) | $ (63,078) | $ (86,804) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation |
Principles of Consolidation | The consolidated financial statements include the accounts of Ocugen and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates In preparing the consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include those used in the accounting for research and development contracts, including clinical trial accruals, determination of the collaborative arrangements transaction price, calculating the progress towards the satisfaction of the performance obligations under the collaborative arrangements, and determining the value of the non-cash consideration received under collaborative arrangements. |
Segment Information | Segment Information As of December 31, 2023, the Company viewed its operations and managed its business as one operating segment consistent with how the Company's chief operating decision-maker, the Company's Chief Executive Officer, makes decisions regarding resource allocation and assesses performance. As of December 31, 2023, substantially all of the Company's assets were located in the United States. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Fair Value Measurements | Fair Value Measurements The Company follows the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements ("ASC 820"), which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) The carrying value of certain financial instruments, including cash and cash equivalents, accounts payable, and accrued expenses, approximates their fair value due to the short-term nature of these instruments. |
Marketable Securities | Marketable Securities The Company accounts for marketable securities in accordance with FASB ASC Topic 320, Investments — Debt and Equity Securities ("ASC 320"). The Company determines the appropriate classification of its investments in debt securities at the time of purchase. Marketable securities with maturities of 90 days or less at the time of purchase are classified as cash equivalents on the consolidated balance sheets. Debt securities are classified as trading securities if the security is bought and held primarily to be sold in the near term. Debt securities are classified as held-to-maturity if management has both the positive intent and ability to hold until the maturity of the security. Debt securities not classified as trading securities or held-to-maturity securities are classified as available-for-sale securities. The Company's marketable securities were previously comprised of debt securities and were classified as available-for-sale securities. The Company's marketable securities matured during the year ended December 31, 2023. Available-for-sale securities are recorded at fair value based on inputs that are observable, either directly or indirectly, such as quoted prices for identical securities in active markets (Level 1) or quoted prices for similar securities in active markets or inputs that are observable (Level 2). Unrealized gains and losses are included in other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Amortization of premium or accretion of discount on debt securities are included in other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company reviews investments in debt securities for other-than-temporary impairment if the fair value of the investment is less than the amortized cost basis. The assessment for other-than-temporary impairment is performed at the individual security level. To date, the Company has not recognized any impairments with respect to its debt securities. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The FASB subsequently issued amendments to ASU No. 2016-13, which had the same effective date and transition date of January 1, 2023. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash and cash equivalents. The Company's cash and cash equivalents are held in accounts at financial institutions that may exceed federally insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to significant credit risk beyond the standard credit risk associated with commercial banking relationships. |
Property and Equipment, Net | Property and Equipment, Net The Company's property and equipment currently includes furniture and fixtures, machinery and equipment, leasehold improvements, and construction in progress. Property and equipment is recorded at historical cost less accumulated depreciation. Significant additions or improvements are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is calculated using the straight-line method and is recognized over the expected useful life of the underlying asset. Depreciation expense is included as research and development expense or general and administrative |
Leases | Leases The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company, if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. The Company's lease agreements include lease and non-lease components, which the Company has elected not to account for separately for all classes of underlying assets. Lease expense for variable lease components is recognized when the obligation is probable. The Company currently leases real estate classified as operating leases. Operating leases are included in other assets and operating lease obligations in the Company's consolidated balance sheets. At lease commencement, the Company records a lease liability based on the present value of the lease payments over the expected lease term including any options to extend the lease that the Company is reasonably certain to exercise and records a corresponding right-of-use lease asset based on the lease liability, adjusted for any lease incentives received and any initial direct costs paid to the lessor prior to the lease commencement date. Lease expense is recognized on a straight-line basis over the lease term and recognized as research and development expense or general and administrative expense based on the underlying nature of the expense. FASB ASC Topic 842, Leases ("ASC 842") requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. The implicit interest rates were not readily determinable in the Company's current operating leases. As such, the incremental borrowing rates were used based on the information available at the commencement dates in determining the present value of lease payments. The lease term for the Company's leases includes the non-cancellable period of the lease plus any additional periods covered by either an option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on an index or rate, and amounts probable to be payable under the exercise of an option to purchase the underlying asset if reasonably certain. Variable payments not dependent on an index or rate associated with the Company's leases are recognized when the event, activity, or circumstance is probable. Variable payments include the Company's proportionate share of certain utilities and other operating expenses and are presented as operating expenses in the Company's consolidated statements of operations and comprehensive loss in the same line item as expense arising from fixed lease payments. |
Impairment of Assets | Impairment of Assets The Company reviews its assets, including property and equipment, for impairment whenever changes in circumstances or events may indicate that the carrying amounts are not recoverable. These indicators include, but are not limited to, a significant change in the extent or manner in which an asset is used or its physical condition, a significant decrease in the market price of an asset, or a significant adverse change in the business or the industry that could affect the value of an asset. An asset is tested for impairment by comparing the net carrying value of the asset to the undiscounted net cash flows to be generated from the use and eventual disposition of the asset. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation—Stock Compensation ("ASC 718"). The Company has issued stock-based compensation awards including stock options and restricted stock units ("RSUs"), and also accounts for certain issuances of preferred stock and warrants in accordance with ASC 718. ASC 718 requires all stock-based payments, including grants of stock options and RSUs, to be recognized in the consolidated statements of operations and comprehensive loss based on their grant date fair values. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options granted. For RSUs, the fair value of the RSU is determined by the market price of a share of the Company's common stock on the grant date. The Company recognizes forfeitures as they occur. Expense related to stock-based compensation awards granted with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Stock-based compensation awards generally vest over a one Estimating the fair value of stock options requires the input of subjective assumptions, including the expected term of the stock option, stock price volatility, the risk-free interest rate, and expected dividends. The assumptions used in the Company's Black-Scholes option-pricing model represent management's best estimates and involve a number of variables, uncertainties, assumptions, and the application of management's judgment, as they are inherently subjective. If any assumptions change, the Company's stock-based compensation expense could be materially different in the future. The assumptions used in Ocugen's Black-Scholes option-pricing model for stock options are as follows: Expected Term. As Ocugen does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term, the expected term of employee stock options subject to service-based vesting conditions is determined using the "simplified" method, as prescribed in SEC's Staff Accounting Bulletin No. 107, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the stock option. Expected Volatility. The expected volatility is based on historical volatilities of Ocugen and similar entities within Ocugen's industry for periods commensurate with the assumed expected term. Risk-Free Interest Rate. The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term. Expected Dividends. The expected dividend yield is 0% because Ocugen has not historically paid, and does not expect for the foreseeable future to pay, a dividend on its common stock. |
Collaborative Arrangements and Revenue Recognition | Collaborative Arrangements and Revenue Recognition The Company analyzes its collaborative arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards. This assessment is performed throughout the life of the arrangements based on changes to the arrangements. For collaborative arrangements within the scope of ASC 808 the Company may analogize to ASC 606 for certain elements. The Company identifies the goods or services promised within each collaborative arrangement and assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. The allocation of the transaction price to the performance obligations in proportion to their standalone selling prices is determined at contract inception. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the counterparty and the transfer of the promised goods or services to the counterparty will be one year or less. The Company assessed its collaboration arrangements in order to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements. The Company recognizes as collaboration revenue the amount of the transaction price that is allocated to the respective performance obligation as each performance obligation is satisfied over time, with progress toward completion measured based on actual costs incurred relative to total estimated costs to be incurred over the life of the arrangement. Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete their performance obligations under the arrangements. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Adjustments to original estimates will be required as work progresses and additional information becomes known, even though the scope of the work required under the contract may not change. Any adjustment as a result of a change in estimates is made when facts develop, events become known, or an adjustment is otherwise warranted. |
Income Taxes | Income Taxes The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, using statutory tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations and comprehensive loss in the period that includes the enactment date. The Company evaluates its deferred tax assets each period to ensure that the estimated future taxable income will be sufficient in character, amount, and timing, to result in its realizability. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets, unless it is more likely than not that those assets will be realized. Management utilizes considerable judgment when establishing deferred tax valuation allowances. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences and carryforward deferred tax assets become deductible or utilized. The Company considers the scheduled reversal of taxable temporary differences, projected future taxable income, and tax planning strategies in making this assessment. As events and circumstances change, valuation allowances are adjusted within the consolidated statement of operations and comprehensive loss when applicable. The Company recognizes net tax benefits under the recognition and measurement criteria of FASB ASC Topic 740, Income Taxes , which prescribes requirements and other guidance for financial statement recognition and measurement of positions taken or expected to be taken on tax returns. The Company recognizes a tax benefit for positions taken for tax return purposes when it will be more likely than not that the positions will be sustained upon tax examination, based solely on the technical merits of the tax positions. Otherwise, no tax benefit is recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense in the consolidated statement of operations and comprehensive loss. Tax examinations are often complex, as tax authorities may disagree with the treatment of items reported by the Company and may require several years to resolve. As a result, the Company's provision for income taxes is recorded on the basis of available information, but amounts recorded may be impacted as a result of future examinations. |
Recently Adopted Accounting Standards and Recent Accounting Pronouncements | Recently Adopted Accounting Standards In July 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-03, Presentation of Financial Statements (Topic 205), Income Statement — Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation — Stock Compensation (Topic 718). This standard amends various SEC paragraphs pursuant to the SEC Staff Accounting Bulletin ("SAB") No. 120, SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force Meeting, and SAB Topic 6.B, Accounting Series Release 280 — General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. This standard did not provide any new guidance and was effective immediately. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The FASB subsequently issued amendments to ASU No. 2016-13, which had the same effective date and transition date of January 1, 2023. ASU No. 2016-13, as amended, requires that credit losses be reported using an expected losses model rather than the incurred losses model that was previously used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, these standards now require allowances to be recorded instead of reducing the amortized cost of the investment. These standards limit the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. The standard was effective for the Company on January 1, 2023. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures. In November 2023, the FASB issued ASU 2023-07 “Segment Reporting: Improvements to Reportable Segment Disclosures”. This guidance expands public entities’ segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity's Own Equity (Subtopic 815-40) . This standard will have an effective and transition date of January 1, 2024. Early adoption is currently permitted. This standard simplifies an issuer's accounting for convertible instruments by eliminating two of the three models that require separate accounting for embedded conversion features as well as simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. This standard also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and includes the effect of potential share settlement (if the effect is more dilutive) for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. The standard requires new disclosures about events that occur during the reporting period that cause conversion contingencies to be met and about the fair value of a public business entity's convertible debt at the instrument level, among other things. The Company does not currently expect the adoption of this standard to have a material impact on the Company's consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Expected Useful Lives by Major Asset | Expected useful lives by major asset category are as follows: Furniture and fixtures 3 to 7 years Machinery and equipment 5 to 7 years Leasehold improvements Shorter of the expected useful life or remaining lease term The following table provides a summary of the major components of property and equipment as reflected on the consolidated balance sheets (in thousands): As of December 31, 2023 2022 Furniture and fixtures $ 337 $ 337 Machinery and equipment 1,557 1,685 Leasehold improvements 2,086 1,603 Construction in progress 14,540 3,049 Total property and equipment 18,520 6,674 Less: accumulated depreciation (1,230) (621) Total property and equipment, net $ 17,290 $ 6,053 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Assets and Liabilities | The following table summarizes the fair value and the classification by level of input within the fair value hierarchy of financial assets as of December 31, 2022 that are recurring fair value measurements (in thousands): As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 15,899 $ 999 $ — $ 16,898 Marketable securities: U.S. government agency securities and treasuries — 7,433 — 7,433 Commercial paper — 5,938 — 5,938 Total assets $ 15,899 $ 14,370 $ — $ 30,269 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Amortized Cost and Fair Value of the Company's Available-for-sale Investments by Security Type | The Company's marketable securities matured during the year ended December 31, 2023. The following table provides the amortized cost basis and fair value of the Company's available-for-sale investments as of December 31, 2022 by security type as reflected on the consolidated balance sheets (in thousands): As of December 31, 2022 Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government agency securities and treasuries $ 7,432 $ 1 $ — $ 7,433 Commercial paper 5,938 — — 5,938 Total marketable securities $ 13,370 $ 1 $ — $ 13,371 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Major Components of Property, Plant and Equipment | Expected useful lives by major asset category are as follows: Furniture and fixtures 3 to 7 years Machinery and equipment 5 to 7 years Leasehold improvements Shorter of the expected useful life or remaining lease term The following table provides a summary of the major components of property and equipment as reflected on the consolidated balance sheets (in thousands): As of December 31, 2023 2022 Furniture and fixtures $ 337 $ 337 Machinery and equipment 1,557 1,685 Leasehold improvements 2,086 1,603 Construction in progress 14,540 3,049 Total property and equipment 18,520 6,674 Less: accumulated depreciation (1,230) (621) Total property and equipment, net $ 17,290 $ 6,053 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense were as follows (in thousands): Year ended December 31, 2023 2022 Operating lease cost $ 784 $ 774 Variable lease cost 342 158 Total lease cost $ 1,126 $ 932 Supplemental information related to leases was as follows: Year ended December 31, 2023 2022 Weighted-average remaining lease terms (years) 7.0 6.3 Weighted-average discount rate 9.3 % 6.4 % |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows (in thousands): As of December 31, 2023 2022 Right-of-use assets, net $ 3,944 $ 3,910 Current lease obligations $ 574 $ 498 Non-current lease obligations 3,567 3,587 Total lease liabilities $ 4,141 $ 4,085 |
Schedule of Future Minimum Base Rent Payments | Future minimum base rent payments are approximately as follows (in thousands): For the years ending December 31, Amount 2024 $ 787 2025 810 2026 835 2027 858 2028 884 Thereafter 1,658 Total $ 5,832 Less: present value adjustment (1,691) Present value of minimum lease payments $ 4,141 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of Major Components of Accrued Expenses and Other Current Liabilities | The following table provides a summary of the major components of accrued expenses and other current liabilities as reflected on the consolidated balance sheets (in thousands): As of December 31, (As Restated) 2023 2022 Research and development $ 212 $ 1,894 Clinical 84 3,310 Professional fees 580 437 Employee-related 1,791 2,752 Deferred revenue relating to collaborative arrangements 10,525 11,221 Other 151 357 Total accrued expenses and other current liabilities $ 13,343 $ 19,971 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The carrying values of the borrowings pursuant to the Original Offering as of December 31, 2023 and 2022 are summarized below (in thousands): As of December 31, 2023 2022 Principal outstanding $ 2,500 $ 2,000 Plus: accrued interest 400 307 Less: unamortized debt issuance costs (100) (18) Carrying value, net $ 2,800 $ 2,289 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense for stock options and RSUs is reflected in the consolidated statements of operations and comprehensive loss as follows (in thousands): Year ended December 31, 2023 2022 General and administrative $ 6,876 $ 7,777 Research and development 2,341 2,764 Total $ 9,217 $ 10,541 |
Schedule of Weighted Average Assumptions Utilized in Fair Value | The assumptions utilized in the fair value calculations for stock options as of December 31, 2023 and 2022 were as follows: Year ended December 31, 2023 2022 Weighted average expected option term (years) 5.9 5.9 Range of expected stock price volatility 103% – 109% 106% – 110% Weighted average expected stock price volatility 106% 107% Range of risk-free interest rate 3.5% – 4.4% 1.4% – 4.2% Expected dividend rate 0% 0% |
Schedule of Stock Option Activity | The following table summarizes the stock option activity: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (In Thousands) Options outstanding at December 31, 2022 10,851,287 $ 2.95 8.30 $ 1,385 Granted 5,042,621 1.03 2 Exercised (295,000) 0.40 168 Forfeited (2,437,680) 2.37 9 Options outstanding at December 31, 2023 13,161,228 $ 2.38 7.86 $ 337 Options exercisable at December 31, 2023 6,578,928 $ 2.74 7.12 $ 204 |
Schedule of RSU Activity | The following table summarizes the RSU activity: Number of Shares Weighted Average Grant-Date Fair Value Aggregate Intrinsic Value (In Thousands) RSUs outstanding at December 31, 2022 924,810 $ 4.12 $ 1,202 Granted 3,389,933 1.15 3,910 Vested (281,119) 4.31 299 Forfeited (1,050,963) 1.55 651 RSUs outstanding at December 31, 2023 2,982,661 $ 1.63 $ 1,715 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Company's losses before income taxes and provision (benefit) for income taxes | The Company's losses before income taxes and provision (benefit) for income taxes is as follows (in thousands): Year ended December 31, (As Restated) 2023 2022 Loss before income taxes $ (63,078) $ (86,804) Provision (benefit) for income taxes — — |
Schedule of Effective Income Tax Rate | A reconciliation of the federal statutory income tax rate to the Company's effective income tax rate is as follows: Year ended December 31, (As Restated) 2023 2022 Expected provision at statutory rate 21.0 % 21.0 % State income tax, net of federal benefit 6.4 % 7.4 % Tax credits 3.5 % 3.1 % Change in state tax rate (2.8) % (11.1) % Other, net (1.6) % (1.6) % Change in valuation allowance (26.5) % (18.8) % Effective tax rate — % — % |
Schedule of Deferred Tax Assets | The Company's deferred tax assets (liabilities) are comprised of the following (in thousands): As of December 31, (As Restated) 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 58,324 $ 48,812 Capital loss carryforwards 7,298 7,298 Start-up costs 9,699 9,699 Accruals and reserves 276 629 Intellectual property 4,565 5,057 Stock-based compensation 2,873 2,150 Capitalization of research and development expense 18,702 12,571 Deferred revenue 1,293 2,799 Tax credits 9,324 6,655 Lease liabilities 977 1,029 Total deferred tax assets 113,331 96,699 Valuation allowance (112,413) (95,724) Deferred tax assets, net of valuation allowance $ 918 $ 975 Deferred tax liabilities: Lease right-of-use assets (918) (975) Net deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year ended December 31, (As Restated) 2023 2022 Gross unrecognized tax benefits at beginning of year $ 303 $ 303 Additions for tax positions taken in a prior year — — Additions for tax positions taken in the current year — — Reductions for tax positions taken in the prior year due to settlement — — Reductions for tax positions taken in the prior year due to statutes lapsing — — Gross unrecognized tax benefits at end of year $ 303 $ 303 |
Net Loss per Share of Common _2
Net Loss per Share of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2023 and 2022 (in thousands, except share and per share amounts): Year ended December 31, (As Restated) 2023 2022 Net loss — basic and diluted $ (63,078) $ (86,804) Shares used in calculating net loss per common share — basic and diluted 244,327,057 214,600,051 Net loss per common share — basic and diluted $ (0.26) $ (0.40) |
Schedule of Potentially Dilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares outstanding, as their inclusion would have been antidilutive: Year ended December 31, 2023 2022 Options to purchase common stock 13,161,228 10,851,287 RSUs 2,982,661 924,810 Warrants 628,834 798,352 Series A Convertible Preferred Stock (as converted to common stock) — — Series B Convertible Preferred Stock (as converted to common stock) 547,450 547,450 Total 17,320,173 13,121,899 |
Restatement of Previously Iss_2
Restatement of Previously Issued Consolidated Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Corrections of the Misstatements | The impact of the correction of the misstatements is summarized below (in thousands): As of December 31, 2022 Corrected Consolidated Balance Sheets As previously reported Adjustment As Restated Accrued expenses and other liabilities $ 9,900 $ 10,071 $ 19,971 Total current liabilities 18,460 10,071 28,531 Total liabilities 24,580 10,071 34,651 Accumulated deficit (213,018) (10,071) (223,089) Total stockholders' equity 84,052 (10,071) 73,981 For the Fiscal Year Ended December 31, 2022 Corrected Consolidated Statements of Operations and Comprehensive Loss As previously reported Adjustment As Restated Collaborative arrangement revenue $ — 2,488 $ 2,488 Total revenue — 2,488 2,488 Research and Development 49,757 6,402 56,159 General and administrative 35,111 289 35,400 Total operating expenses 84,868 6,691 91,559 Loss from operations (84,868) (4,203) (89,071) Other income (expense), net 3,517 (1,250) 2,267 Net loss (81,351) (5,453) (86,804) Comprehensive loss (81,325) (5,453) (86,778) Net loss per share of common stock - basic and diluted $ (0.38) (0.02) $ (0.40) For the Fiscal Year Ended December 31, 2022 Corrected Consolidated Statements of Cash Flows As previously reported Adjustment As Restated Net loss $ (81,351) $ (5,453) $ (86,804) Non-cash (income) expense from collaborative arrangements, net — 6,603 6,603 Other 479 (1,150) (671) Net cash used in operating activities (60,079) — (60,079) Accumulated Deficit Total Stockholder Equity Corrected Consolidated Statements of Stockholders' Equity As previously reported Adjustment As Restated As previously reported Adjustment As Restated Balance at December 31, 2021 $ (131,667) $ (4,618) $ (136,285) $ 95,818 $ (4,618) $ 91,200 Stock-based compensation expense — — — 10,541 — 10,541 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — 1,262 — 1,262 Issuance of common stock for capital raises, net — — — 57,756 — 57,756 Series A convertible preferred stock conversion — — — — — — Other comprehensive income (loss) — — — 26 — 26 Net Loss (81,351) (5,453) (86,804) (81,351) (5,453) (86,804) Balance at December 31, 2022 $ (213,018) $ (10,071) $ (223,089) $ 84,052 $ (10,071) $ 73,981 As of March 31, 2023 As of March 31, 2022 Corrected Condensed Consolidated Balance Sheets (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Assets Current assets Cash and cash equivalents $ 68,259 — $ 68,259 $ 129,771 — $ 129,771 Marketable securities 8,462 — 8,462 — — — Prepaid expenses and other current assets 7,680 — 7,680 8,256 — 8,256 Total current assets 84,401 — 84,401 138,027 — 138,027 Property and equipment, net 7,952 — 7,952 1,921 — 1,921 Restricted cash — — — 151 — 151 Other assets 3,946 — 3,946 1,628 — 1,628 Total assets $ 96,299 — $ 96,299 $ 141,727 — $ 141,727 Liabilities and stockholders' equity Current liabilities Accounts payable $ 8,092 — $ 8,092 $ 3,896 — $ 3,896 Accrued expenses and other current liabilities 5,823 10,899 16,722 3,537 5,614 9,151 Operating lease obligations 512 — 512 254 — 254 Current portion of long term debt 1,256 — 1,256 — — — Total current liabilities 15,683 10,899 26,582 7,687 5,614 13,301 Non-current liabilities Operating lease obligations, less current portion 3,449 — 3,449 1,180 — 1,180 Long term debt, net 1,058 — 1,058 1,731 — 1,731 Other non-current liabilities 309 — 309 — — — Total non-current liabilities 4,816 — 4,816 2,911 — 2,911 Total liabilities 20,499 10,899 31,398 10,598 5,614 16,212 Commitments and contingencies Stockholders' equity Convertible preferred stock Series A — — — — — — Series B 1 — 1 1 — 1 Common stock 2,265 — 2,265 2,158 — 2,158 Treasury stock (48) — (48) (48) — (48) Additional paid-in capital 303,073 — 303,073 278,704 — 278,704 Accumulated other comprehensive income 25 — 25 — — — Accumulated deficit (229,516) (10,899) (240,415) (149,686) (5,614) (155,300) Total stockholders' equity 75,800 (10,899) 64,901 131,129 (5,614) 125,515 Total liabilities and stockholders' equity $ 96,299 — $ 96,299 $ 141,727 — $ 141,727 As of June 30, 2023 As of June 30, 2022 Corrected Condensed Consolidated Balance Sheets (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Assets Current assets Cash and cash equivalents $ 70,578 — $ 70,578 $ 115,005 — $ 115,005 Marketable securities — — — — — — Prepaid expenses and other current assets 2,874 — 2,874 7,564 — 7,564 Total current assets 73,452 — 73,452 122,569 — 122,569 Property and equipment, net 11,720 — 11,720 3,153 — 3,153 Other assets 3,804 — 3,804 4,366 — 4,366 Total assets $ 88,976 — $ 88,976 $ 130,088 — $ 130,088 Liabilities and stockholders' equity Current liabilities Accounts payable $ 3,881 — $ 3,881 $ 5,921 — $ 5,921 Accrued expenses and other current liabilities 7,787 11,039 18,826 4,103 7,625 11,728 Operating lease obligations 526 — 526 314 — 314 Current portion of long term debt 1,266 — 1,266 — — — Total current liabilities 13,460 11,039 24,499 10,338 7,625 17,963 Non-current liabilities Operating lease obligations, less current portion 3,308 — 3,308 3,892 — 3,892 Long term debt, net 1,472 — 1,472 1,750 — 1,750 Other non-current liabilities 455 — 455 — — — Total non-current liabilities 5,235 — 5,235 5,642 — 5,642 Total liabilities 18,695 11,039 29,734 15,980 7,625 23,605 Commitments and contingencies Stockholders' equity Convertible preferred stock Series A — — — — — — Series B 1 — 1 1 — 1 Common stock 2,566 — 2,566 2,163 — 2,163 Treasury stock (48) — (48) (48) — (48) Additional paid-in capital 320,181 — 320,181 281,139 — 281,139 Accumulated other comprehensive income 22 — 22 10 — 10 Accumulated deficit (252,441) (11,039) (263,480) (169,157) (7,625) (176,782) Total stockholders' equity 70,281 (11,039) 59,242 114,108 (7,625) 106,483 Total liabilities and stockholders' equity $ 88,976 — $ 88,976 $ 130,088 — $ 130,088 As of September 30, 2023 As of September 30, 2022 Corrected Condensed Consolidated Balance Sheets (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Assets Current assets Cash and cash equivalents $ 53,477 — $ 53,477 $ 101,602 — $ 101,602 Marketable securities — — — — — — Prepaid expenses and other current assets 3,081 — 3,081 5,895 — 5,895 Total current assets 56,558 — 56,558 107,497 — 107,497 Property and equipment, net 14,469 — 14,469 4,517 — 4,517 Other assets 3,660 — 3,660 4,225 — 4,225 Total assets $ 74,687 — $ 74,687 $ 116,239 — $ 116,239 Liabilities and stockholders' equity Current liabilities Accounts payable $ 2,921 — $ 2,921 $ 6,460 — $ 6,460 Accrued expenses and other current liabilities 6,399 8,594 14,993 8,004 9,616 17,620 Operating lease obligations 540 — 540 443 — 443 Current portion of long term debt 1,276 — 1,276 — — — Total current liabilities 11,136 8,594 19,730 14,907 9,616 24,523 Non-current liabilities Operating lease obligations, less current portion 3,164 — 3,164 3,764 — 3,764 Long term debt, net 1,495 — 1,495 2,265 — 2,265 Other non-current liabilities 497 — 497 — — — Total non-current liabilities 5,156 — 5,156 6,029 — 6,029 Total liabilities 16,292 8,594 24,886 20,936 9,616 30,552 Commitments and contingencies Stockholders' equity Convertible preferred stock Series A — — — — — — Series B 1 — 1 1 — 1 Common stock 2,566 — 2,566 2,168 — 2,168 Treasury stock (48) — (48) (48) — (48) Additional paid-in capital 322,452 — 322,452 284,231 — 284,231 Accumulated other comprehensive income 27 — 27 30 — 30 Accumulated deficit (266,603) (8,594) (275,197) (191,079) (9,616) (200,695) Total stockholders' equity 58,395 (8,594) 49,801 95,303 (9,616) 85,687 Total liabilities and stockholders' equity $ 74,687 — $ 74,687 $ 116,239 — $ 116,239 For the Three Months Ended March 31, 2023 March 31, 2022 Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Collaborative arrangement revenue $ — 443 $ 443 $ — 500 $ 500 Total revenue — 443 443 — 500 500 Operating expenses Research and development 9,558 614 10,172 7,915 1,478 9,393 General and administrative 8,193 113 8,306 10,119 18 10,137 Total operating expenses 17,751 727 18,478 18,034 1,496 19,530 Loss from operations (17,751) (284) (18,035) (18,034) (996) (19,030) Other income (expense), net 1,253 (544) 709 15 — 15 Net loss $ (16,498) (828) $ (17,326) $ (18,019) (996) $ (19,015) Other comprehensive income (loss) Foreign currency translation adjustment (1) — (1) — — — Comprehensive loss $ (16,499) (828) $ (17,327) $ (18,019) (996) $ (19,015) Shares used in calculating net loss per common share — basic and diluted 225,523,627 — 225,523,627 205,693,498 — 205,693,498 Net loss per share of common stock — basic and diluted $ (0.07) (0.01) $ (0.08) $ (0.09) — $ (0.09) For the Three Months Ended June 30, 2023 June 30, 2022 Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Collaborative arrangement revenue $ — 485 $ 485 $ — 643 $ 643 Total revenue — 485 485 — 643 643 Operating expenses Research and development 14,169 405 14,574 9,007 2,595 11,602 General and administrative 9,564 (113) 9,451 10,558 59 10,617 Total operating expenses 23,733 292 24,025 19,565 2,654 22,219 Loss from operations (23,733) 193 (23,540) (19,565) (2,011) (21,576) Other income (expense), net 808 (333) 475 94 — 94 Net loss $ (22,925) (140) $ (23,065) $ (19,471) (2,011) $ (21,482) Other comprehensive income (loss) Foreign currency translation adjustment (2) — (2) 10 — 10 Unrealized gain (loss) on marketable securities (1) — (1) — — — Comprehensive loss $ (22,928) (140) $ (23,068) $ (19,461) (2,011) $ (21,472) Shares used in calculating net loss per common share — basic and diluted 238,311,498 — 238,311,498 215,862,977 — 215,862,977 Net loss per share of common stock — basic and diluted $ (0.10) — $ (0.10) $ (0.09) (0.01) $ (0.10) For the Six Months Ended June 30, 2023 June 30, 2022 Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Collaborative arrangement revenue $ — 928 $ 928 $ — 1,143 $ 1,143 Total revenue — 928 928 — 1,143 1,143 Operating expenses Research and development 23,727 1,019 24,746 16,922 4,073 20,995 General and administrative 17,757 — 17,757 20,677 77 20,754 Total operating expenses 41,484 1,019 42,503 37,599 4,150 41,749 Loss from operations (41,484) (91) (41,575) (37,599) (3,007) (40,606) Other income (expense), net 2,061 (877) 1,184 109 — 109 Net loss $ (39,423) (968) $ (40,391) $ (37,490) (3,007) $ (40,497) Other comprehensive income (loss) Foreign currency translation adjustment (3) — (3) 10 — 10 Unrealized gain (loss) on marketable securities (1) — (1) — — — Comprehensive loss $ (39,427) (968) $ (40,395) $ (37,480) (3,007) $ (40,487) Shares used in calculating net loss per common share — basic and diluted 231,952,888 — 231,952,888 210,806,330 — 210,806,330 Net loss per share of common stock — basic and diluted $ (0.17) — $ (0.17) $ (0.18) (0.01) $ (0.19) For the Three Months Ended September 30, 2023 September 30, 2022 Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Collaborative arrangement revenue $ — 3,699 $ 3,699 $ — 466 $ 466 Total revenue — 3,699 3,699 — 466 466 Operating expenses Research and development 6,342 706 7,048 15,622 2,315 17,937 General and administrative 9,082 — 9,082 7,497 142 7,639 Total operating expenses 15,424 706 16,130 23,119 2,457 25,576 Loss from operations (15,424) 2,993 (12,431) (23,119) (1,991) (25,110) Other income (expense), net 1,262 (548) 714 1,197 — 1,197 Net loss $ (14,162) 2,445 $ (11,717) $ (21,922) (1,991) $ (23,913) Other comprehensive income (loss) Foreign currency translation adjustment 5 — 5 20 — 20 Unrealized gain (loss) on marketable securities — — — — — — Comprehensive loss $ (14,157) 2,445 $ (11,712) $ (21,902) (1,991) $ (23,893) Shares used in calculating net loss per common share — basic and diluted 256,492,558 — 256,492,558 216,591,011 — 216,591,011 Net loss per share of common stock — basic and diluted $ (0.06) 0.01 $ (0.05) $ (0.10) (0.01) $ (0.11) For the Nine Months Ended September 30, 2023 September 30, 2022 Corrected Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Collaborative arrangement revenue $ — 4,627 $ 4,627 $ — 1,609 $ 1,609 Total revenue — 4,627 4,627 — 1,609 1,609 Operating expenses Research and development 30,069 1,725 31,794 32,544 6,388 38,932 General and administrative 26,839 — 26,839 28,174 219 28,393 Total operating expenses 56,908 1,725 58,633 60,718 6,607 67,325 Loss from operations (56,908) 2,902 (54,006) (60,718) (4,998) (65,716) Other income (expense), net 3,323 (1,425) 1,898 1,306 — 1,306 Net loss $ (53,585) 1,477 $ (52,108) $ (59,412) (4,998) $ (64,410) Other comprehensive income (loss) Foreign currency translation adjustment 2 — 2 30 — 30 Unrealized gain (loss) on marketable securities (1) — (1) — — — Comprehensive loss $ (53,584) 1,477 $ (52,107) $ (59,382) (4,998) $ (64,380) Shares used in calculating net loss per common share — basic and diluted 240,222,667 — 240,222,667 212,755,746 — 212,755,746 Net loss per share of common stock — basic and diluted $ (0.22) — $ (0.22) $ (0.28) (0.02) $ (0.30) For the Nine Months Ended September 30, 2022 Series A Convertible Preferred Stock Series B Common Stock Treasury Stock Additional Accumulated Other Comprehensive Income Accumulated Total Corrected Condensed Consolidated Statements of Stockholders' equity (Unaudited) Shares Amount Shares Amount Shares Amount Balance December 31, 2021 (As Reported) 7 $ — 54,745 $ 1 199,502,183 $ 1,995 $ (48) $ 225,537 $ — $ (131,667) $ 95,818 Stock-based compensation expense — — — — — — — 3,299 — — 3,299 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 277,323 3 — 177 — — 180 Issuance of common stock for capital raises, net — — — — 15,973,420 160 — 49,691 — — 49,851 Net loss — — — — — — — — — (18,019) (18,019) Balance March 31, 2022 (As Reported) 7 $ — 54,745 $ 1 215,752,926 $ 2,158 $ (48) $ 278,704 $ — $ (149,686) $ 131,129 Stock-based compensation expense — — — — — — — 2,079 — — 2,079 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 515,221 5 — 356 — — 361 Series A convertible preferred stock conversion (7) — — — 3,115 — — — — — — Other Comprehensive income (loss) — — — — — — — — 10 — 10 Net loss — — — — — — — — — (19,471) (19,471) Balance June 30, 2022 (As Reported) — $ — 54,745 $ 1 216,271,262 $ 2,163 $ (48) $ 281,139 $ 10 $ (169,157) $ 114,108 Stock-based compensation expense — — — — — — — 2,495 — — 2,495 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 538,675 5 — 597 — — 602 Other Comprehensive income (loss) — — — — — — — — 20 — 20 Net loss — — — — — — — — — (21,922) (21,922) Balance September 30, 2022 (As Reported) — $ — 54,745 $ 1 216,809,937 $ 2,168 $ (48) $ 284,231 $ 30 $ (191,079) $ 95,303 For the Nine Months Ended September 30, 2022 Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock Treasury Stock Additional Accumulated Other Comprehensive Income Accumulated Total Condensed Consolidated Statements of Stockholders' equity (Unaudited) Adjustments Shares Amount Shares Amount Shares Amount Balance December 31, 2021 — — — — — — — — — $ (4,618) $ (4,618) Net loss — — — — — — — — — (996) (996) Balance March 31, 2022 (Adjustment) — — — — — — — — — $ (5,614) $ (5,614) Net loss — — — — — — — — — (2,011) (2,011) Balance June 30, 2022 (Adjustment) — — — — — — — — — $ (7,625) $ (7,625) Net loss — — — — — — — — — (1,991) (1,991) Balance at September 30, 2022 (Adjustment) — — — — — — — — — $ (9,616) $ (9,616) For the Nine Months Ended September 30, 2022 Series A Convertible Preferred Stock Series B Common Stock Treasury Stock Additional Accumulated Other Comprehensive Income Accumulated Total Corrected Condensed Consolidated Statements of Stockholders' equity (Unaudited) Shares Amount Shares Amount Shares Amount Balance December 31, 2021 (As Restated) 7 $ — 54,745 $ 1 199,502,183 $ 1,995 $ (48) $ 225,537 $ — $ (136,285) $ 91,200 Stock-based compensation expense — — — — — — — 3,299 — — 3,299 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 277,323 3 — 177 — — 180 Issuance of common stock for capital raises, net — — — — 15,973,420 160 — 49,691 — — 49,851 Net loss — — — — — — — — — (19,015) (19,015) Balance March 31, 2022 (As Restated) 7 $ — 54,745 $ 1 215,752,926 $ 2,158 $ (48) $ 278,704 $ — $ (155,300) $ 125,515 Stock-based compensation expense — — — — — — — 2,079 — — 2,079 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 515,221 5 — 356 — — 361 Series A convertible preferred stock conversion (7) — — — 3,115 — — — — — — Other Comprehensive income (loss) — — — — — — — — 10 — 10 Net loss — — — — — — — — — (21,482) (21,482) Balance June 30, 2022 (As Restated) — — 54,745 1 216,271,262 2,163 (48) 281,139 10 (176,782) 106,483 Stock-based compensation expense — — — — — — — 2,495 — — 2,495 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 538,675 5 — 597 — — 602 Other Comprehensive income (loss) — — — — — — — — 20 — 20 Net loss — — — — — — — — — (23,913) (23,913) Balance September 30, 2022 (As Restated) — $ — 54,745 $ 1 216,809,937 $ 2,168 $ (48) $ 284,231 $ 30 $ (200,695) $ 85,687 For the Nine Months Ended September 30, 2023 Series A Convertible Preferred Stock Series B Common Stock Treasury Stock Additional Accumulated Other Comprehensive Income Accumulated Total Corrected Condensed Consolidated Statements of Stockholders' equity (Unaudited) Shares Amount Shares Amount Shares Amount Balance December 31, 2022 (As Reported) — $ — 54,745 $ 1 221,721,182 $ 2,217 $ (48) $ 294,874 $ 26 $ (213,018) $ 84,052 Stock-based compensation expense — — — — — — — 2,689 — — 2,689 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 348,555 3 — (4) — — (1) Issuance of common stock for capital raises, net — — — — 4,478,956 45 — 5,514 — — 5,559 Other comprehensive income (loss) — — — — — — — — (1) — (1) Net loss — — — — — — — — — (16,498) (16,498) Balance March 31, 2023 (As Reported) — $ — 54,745 $ 1 226,548,693 $ 2,265 $ (48) $ 303,073 $ 25 $ (229,516) $ 75,800 Stock-based compensation expense — — — — — — — 2,632 — — 2,632 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 59,859 1 — 9 — — 10 Issuance of common stock for capital raises, net — — — — 30,000,000 300 — 14,467 — — 14,767 Other comprehensive income (loss) — — — — — — — — (3) — (3) Net loss — — — — — — — — — (22,925) (22,925) Balance June 30, 2023 (As Reported) — $ — 54,745 $ 1 256,608,552 $ 2,566 $ (48) $ 320,181 $ 22 $ (252,441) $ 70,281 Stock-based compensation expense — — — — — — — 2,174 — — 2,174 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 12,935 — — 97 — — 97 Other comprehensive income (loss) — — — — — — — — 5 — 5 Net loss — — — — — — — — — (14,162) (14,162) Balance September 30, 2023 (As Reported) — $ — 54,745 $ 1 256,621,487 $ 2,566 $ (48) $ 322,452 $ 27 $ (266,603) $ 58,395 For the Nine Months Ended September 30, 2023 Series A Convertible Preferred Stock Series B Convertible Preferred Stock Common Stock Treasury Stock Additional Accumulated Other Comprehensive Income Accumulated Total Condensed Consolidated Statements of Stockholders' equity (Unaudited) Adjustments Shares Amount Shares Amount Shares Amount Balance December 31, 2022 (Adjustment) — — — — — — — — — $ (10,071) $ (10,071) Net loss — — — — — — — — — (828) (828) Balance March 31, 2023 (Adjustment) — — — — — — — — — $ (10,899) $ (10,899) Net loss — — — — — — — — — (140) (140) Balance June 30, 2023 (Adjustment) — — — — — — — — — $ (11,039) $ (11,039) Net loss — — — — — — — — — 2,445 2,445 Balance at September 30, 2023 (Adjustment) — — — — — — — — — $ (8,594) $ (8,594) For the Nine Months Ended September 30, 2023 Series A Convertible Preferred Stock Series B Common Stock Treasury Stock Additional Accumulated Other Comprehensive Income Accumulated Total Corrected Condensed Consolidated Statements of Stockholders' equity (Unaudited) Shares Amount Shares Amount Shares Amount Balance December 31, 2022 (As Restated) — $ — 54,745 $ 1 221,721,182 $ 2,217 $ (48) $ 294,874 $ 26 $ (223,089) $ 73,981 Stock-based compensation expense — — — — — — — 2,689 — — 2,689 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 348,555 3 — (4) — — (1) Issuance of common stock for capital raises, net — — — — 4,478,956 45 — 5,514 — — 5,559 Other comprehensive income (loss) — — — — — — — — (1) — (1) Net loss — — — — — — — — — (17,326) (17,326) Balance March 31, 2023 (As Restated) — $ — 54,745 $ 1 226,548,693 $ 2,265 $ (48) $ 303,073 $ 25 $ (240,415) $ 64,901 Stock-based compensation expense — — — — — — — 2,632 — — 2,632 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 59,859 1 — 9 — — 10 Issuance of common stock for capital raises, net — — — — 30,000,000 300 — 14,467 — — 14,767 Other comprehensive income (loss) — — — — — — — — (3) — (3) Net loss — — — — — — — — — (23,065) (23,065) Balance June 30, 2023 (As Restated) — $ — 54,745 $ 1 256,608,552 $ 2,566 $ (48) $ 320,181 $ 22 $ (263,480) $ 59,242 Stock-based compensation expense — — — — — — — 2,174 — — 2,174 Issuance of common stock for stock option exercises and restricted stock unit vesting, net — — — — 12,935 — — 97 — — 97 Other comprehensive income (loss) — — — — — — — — 5 — 5 Net loss — — — — — — — — — (11,717) (11,717) Balance September 30, 2023 (As Restated) — $ — 54,745 $ 1 256,621,487 $ 2,566 $ (48) $ 322,452 $ 27 $ (275,197) $ 49,801 Three months ended March 31, 2023 2022 Corrected Consolidated Statements of Cash Flows (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Cash flows from operating activities Net loss $ (16,498) (828) $ (17,326) $ (18,019) (996) $ (19,015) Adjustments to reconcile net loss to net cash used in operating activities: — — — — Depreciation and amortization expense 174 — 174 76 — 76 Amortization (accretion) on marketable securities (143) — (143) — — — Non-cash interest expense 24 — 24 19 — 19 Non-cash lease expense 131 — 131 179 — 179 Non-cash (income) expense from collaborative arrangements, net — 1,008 1,008 — 996 996 Stock-based compensation expense 2,689 — 2,689 3,299 — 3,299 Other 352 — 352 — — — Changes in assets and liabilities: Prepaid expenses and other current assets (60) — (60) (575) — (575) Accounts payable and accrued expenses (4,784) (180) (4,964) 131 — 131 Lease obligations (125) — (125) (176) — (176) Net cash used in operating activities (18,240) — (18,240) (15,066) — (15,066) Cash flows from investing activities Purchases of marketable securities (3,947) — (3,947) — — — Proceeds from maturities of marketable securities 9,000 — 9,000 — — — Purchases of property and equipment (1,612) — (1,612) (223) — (223) Net cash provided by (used in) investing activities 3,441 — 3,441 (223) — (223) Cash flows from financing activities Proceeds from issuance of common stock, net 5,731 — 5,731 50,177 — 50,177 Payment of equity issuance costs (173) — (173) (75) — (75) Payments of debt issuance costs (62) — (62) — — — Net cash provided by financing activities 5,496 — 5,496 50,102 — 50,102 Effect of changes in exchange rate on cash and cash equivalents (1) — (1) — — — Net (decrease) in cash, cash equivalents, and restricted cash (9,304) — (9,304) 34,813 — 34,813 Cash, cash equivalents, and restricted cash at beginning of period 77,563 — 77,563 95,109 — 95,109 Cash, cash equivalents, and restricted cash at end of period $ 68,259 — $ 68,259 $ 129,922 — $ 129,922 Supplemental disclosure of non-cash investing and financing transactions: Purchase of property and equipment $ 1,119 — $ 1,119 $ 611 — $ 611 Equity issuance costs $ — — $ — $ 71 — $ 71 Six months ended June 30, 2023 2022 Corrected Consolidated Statements of Cash Flows (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Cash flows from operating activities Net loss $ (39,423) (968) $ (40,391) $ (37,490) (3,007) $ (40,497) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 348 — 348 166 — 166 Amortization (accretion) on marketable securities (182) — (182) — — — Non-cash interest expense 54 — 54 38 — 38 Non-cash lease expense 265 — 265 334 — 334 Non-cash (income) expense from collaborative arrangements, net — 1,392 1,392 — 3,007 3,007 Stock-based compensation expense 5,321 — 5,321 5,378 — 5,378 Impairment of advance for COVAXIN supply 4,074 — 4,074 — — — Loss on disposal of fixed assets related to COVAXIN 363 — 363 — — — Other 439 — 439 — — — Changes in assets and liabilities: Prepaid expenses and other current assets 572 — 572 132 — 132 Accounts payable and accrued expenses (8,625) (424) (9,049) 2,844 — 2,844 Lease obligations (252) — (252) (265) — (265) Net cash used in operating activities (37,046) — (37,046) (28,863) — (28,863) Cash flows from investing activities Purchases of marketable securities (3,947) — (3,947) — — — Proceeds from maturities of marketable securities 17,500 — 17,500 — — — Purchases of property and equipment (4,389) — (4,389) (1,589) — (1,589) Net cash provided by (used in) investing activities 9,164 — 9,164 (1,589) — (1,589) Cash flows from financing activities Proceeds from issuance of common stock, net 20,690 — 20,690 50,538 — 50,538 Payment of equity issuance costs (222) — (222) (200) — (200) Proceeds from issuance of debt 500 — 500 — — — Payments of debt issuance costs (68) — (68) — — — Net cash provided by financing activities 20,900 — 20,900 50,338 — 50,338 Effect of changes in exchange rate on cash and cash equivalents (3) — (3) 10 — 10 Net (decrease) in cash and cash equivalents (6,985) — (6,985) 19,896 — 19,896 Cash, cash equivalents, and restricted cash at beginning of period 77,563 — 77,563 95,109 — 95,109 Cash and cash equivalents at end of period $ 70,578 — $ 70,578 $ 115,005 — $ 115,005 Corrected Consolidated Statements of Cash Flows (Unaudited) - Continued Supplemental disclosure of non-cash investing and financing transactions: Equity issuance costs $ 133 — $ 133 $ 69 — $ 69 Purchase of property and equipment $ 2,637 — $ 2,637 $ 491 — $ 491 Right-of-use assets related to operating leases $ — — $ — $ 2,918 — $ 2,918 Nine months ended September 30, 2023 2022 Corrected Consolidated Statements of Cash Flows (Unaudited) As previously reported Adjustment As Restated As previously reported Adjustment As Restated Cash flows from operating activities Net loss $ (53,585) 1,477 $ (52,108) $ (59,412) (4,998) $ (64,410) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 525 — 525 307 — 307 Amortization (accretion) on marketable securities (182) — (182) — — — Non-cash interest expense 87 — 87 58 — 58 Non-cash lease expense 401 — 401 463 — 463 Non-cash (income) expense from collaborative arrangements, net — (1,134) (1,134) — 4,856 4,856 Stock-based compensation expense 7,495 — 7,495 7,873 — 7,873 Impairment of advance for COVAXIN supply 4,074 — 4,074 — — — Loss on disposal of fixed assets related to COVAXIN 363 — 363 — — — Other 379 — 379 (673) — (673) Changes in assets and liabilities: Prepaid expenses and other current assets 132 — 132 1,888 — 1,888 Accounts payable and accrued expenses (10,059) (343) (10,402) 6,592 142 6,734 Lease obligations (382) — (382) (261) — (261) Net cash used in operating activities (50,752) — (50,752) (43,165) — (43,165) Cash flows from investing activities Purchases of marketable securities (3,947) — (3,947) — — — Proceeds from maturities of marketable securities 17,500 — 17,500 — — — Purchases of property and equipment (7,754) — (7,754) (2,433) — (2,433) Repayment of note receivable — — — 761 — 761 Net cash provided by (used in) investing activities 5,799 — 5,799 (1,672) — (1,672) Cash flows from financing activities Proceeds from issuance of common stock 20,788 — 20,788 51,141 — 51,141 Payment of equity issuance costs (355) — (355) (298) — (298) Proceeds from issuance of debt 500 — 500 500 — 500 Payments of debt issuance costs (68) — (68) (43) — (43) Net cash provided by financing activities 20,865 — 20,865 51,300 — 51,300 Effect of changes in exchange rate on cash and cash equivalents 2 — 2 30 — 30 Net (decrease) in cash and cash equivalents (24,086) — (24,086) 6,493 — 6,493 Cash, cash equivalents, and restricted cash at beginning of period 77,563 — 77,563 95,109 — 95,109 Cash and cash equivalents at end of period $ 53,477 — $ 53,477 $ 101,602 — $ 101,602 Corrected Consolidated Statements of Cash Flows (Unaudited) - Continued Supplemental disclosure of non-cash investing and financing transactions: Equity issuance costs $ — — $ — $ 2 — $ 2 Purchase of property and equipment $ 1,969 — $ 1,969 $ 1,231 — $ 1,231 Right-of-use assets related to operating leases $ — — $ — $ 2,916 — $ 2,916 Debt issuance costs $ — — $ — $ 19 — $ 19 |
Nature of Business (Details)
Nature of Business (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||
Number of operating segments | segment | 1 | |||||||||||
Net loss | $ (11,717) | $ (23,065) | $ (17,326) | $ (23,913) | $ (21,482) | $ (19,015) | $ (40,391) | $ (40,497) | $ (52,108) | $ (64,410) | $ (63,078) | $ (86,804) |
Accumulated deficit | (275,197) | (263,480) | (240,415) | (200,695) | (176,782) | (155,300) | (263,480) | (176,782) | (275,197) | (200,695) | (286,167) | (223,089) |
Cash and cash equivalents | $ 53,477 | $ 70,578 | $ 68,259 | $ 101,602 | $ 115,005 | $ 129,771 | $ 70,578 | $ 115,005 | $ 53,477 | $ 101,602 | $ 39,462 | $ 77,563 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | |
RECENT ACCOUNTING PRONOUNCEMENTS | ||
Number of operating segments | segment | 1 | |
Interest income | $ | $ 2.5 | $ 1.4 |
Expiration period | 10 years | |
Stock options | ||
RECENT ACCOUNTING PRONOUNCEMENTS | ||
Expected dividend yield | 0% | 0% |
Minimum | ||
RECENT ACCOUNTING PRONOUNCEMENTS | ||
Award vesting period | 1 year | |
Maximum | ||
RECENT ACCOUNTING PRONOUNCEMENTS | ||
Award vesting period | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Expected Useful Lives by Major Asset (Details) | Dec. 31, 2023 |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
License and Development Agree_2
License and Development Agreements (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Oct. 31, 2023 | Jan. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||||||||||||||
Total revenue | $ 3,699 | $ 485 | $ 443 | $ 466 | $ 643 | $ 500 | $ 928 | $ 1,143 | $ 4,627 | $ 1,609 | $ 6,036 | $ 2,488 | |||
Expense incurred | 7,048 | 14,574 | 10,172 | 17,937 | 11,602 | 9,393 | 24,746 | 20,995 | 31,794 | 38,932 | 39,573 | 56,159 | |||
NIAID Project NextGen clinical trial initiative | $ 5,000,000 | ||||||||||||||
Initial license issuance fee | $ 1,000 | ||||||||||||||
Payment annual development and commercial milestones | $ 37,000 | ||||||||||||||
Cancellation period, notice | 90 days | ||||||||||||||
Collaborative Arrangements | |||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||
Total revenue | $ 3,699 | $ 485 | $ 443 | $ 466 | $ 643 | $ 500 | $ 928 | $ 1,143 | $ 4,627 | $ 1,609 | 6,036 | 2,488 | |||
Expense incurred | 5,300 | 9,100 | |||||||||||||
Contract liability | $ 10,525 | $ 11,221 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 |
Assets: | ||||||||
Marketable securities | $ 0 | $ 0 | $ 0 | $ 8,462 | $ 13,371 | $ 0 | $ 0 | $ 0 |
U.S. government agency securities and treasuries | ||||||||
Assets: | ||||||||
Marketable securities | 7,433 | |||||||
Commercial paper | ||||||||
Assets: | ||||||||
Marketable securities | 5,938 | |||||||
Fair Value, Recurring | ||||||||
Assets: | ||||||||
Cash equivalents | 16,898 | |||||||
Total assets | 30,269 | |||||||
Fair Value, Recurring | U.S. government agency securities and treasuries | ||||||||
Assets: | ||||||||
Marketable securities | 7,433 | |||||||
Fair Value, Recurring | Commercial paper | ||||||||
Assets: | ||||||||
Marketable securities | 5,938 | |||||||
Fair Value, Recurring | Level 1 | ||||||||
Assets: | ||||||||
Cash equivalents | 15,899 | |||||||
Total assets | 15,899 | |||||||
Fair Value, Recurring | Level 1 | U.S. government agency securities and treasuries | ||||||||
Assets: | ||||||||
Marketable securities | 0 | |||||||
Fair Value, Recurring | Level 1 | Commercial paper | ||||||||
Assets: | ||||||||
Marketable securities | 0 | |||||||
Fair Value, Recurring | Level 2 | ||||||||
Assets: | ||||||||
Cash equivalents | 999 | |||||||
Total assets | 14,370 | |||||||
Fair Value, Recurring | Level 2 | U.S. government agency securities and treasuries | ||||||||
Assets: | ||||||||
Marketable securities | 7,433 | |||||||
Fair Value, Recurring | Level 2 | Commercial paper | ||||||||
Assets: | ||||||||
Marketable securities | 5,938 | |||||||
Fair Value, Recurring | Level 3 | ||||||||
Assets: | ||||||||
Cash equivalents | 0 | |||||||
Total assets | 0 | |||||||
Fair Value, Recurring | Level 3 | U.S. government agency securities and treasuries | ||||||||
Assets: | ||||||||
Marketable securities | 0 | |||||||
Fair Value, Recurring | Level 3 | Commercial paper | ||||||||
Assets: | ||||||||
Marketable securities | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Cash and cash equivalents | $ 39,462 | $ 53,477 | $ 70,578 | $ 68,259 | $ 77,563 | $ 101,602 | $ 115,005 | $ 129,771 |
Money Markets | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Cash and cash equivalents | $ 38,200 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||||||||
Amortized Cost Basis | $ 13,370 | |||||||
Gross Unrealized Gains | 1 | |||||||
Gross Unrealized Losses | 0 | |||||||
Fair Value | $ 0 | $ 0 | $ 0 | $ 8,462 | 13,371 | $ 0 | $ 0 | $ 0 |
U.S. government agency securities and treasuries | ||||||||
Debt Securities, Available-for-Sale [Line Items] | ||||||||
Amortized Cost Basis | 7,432 | |||||||
Gross Unrealized Gains | 1 | |||||||
Gross Unrealized Losses | 0 | |||||||
Fair Value | 7,433 | |||||||
Commercial paper | ||||||||
Debt Securities, Available-for-Sale [Line Items] | ||||||||
Amortized Cost Basis | 5,938 | |||||||
Gross Unrealized Gains | 0 | |||||||
Gross Unrealized Losses | 0 | |||||||
Fair Value | $ 5,938 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||||||||
Total property and equipment | $ 18,520 | $ 6,674 | ||||||
Less: accumulated depreciation | (1,230) | (621) | ||||||
Total property and equipment, net | 17,290 | $ 14,469 | $ 11,720 | $ 7,952 | 6,053 | $ 4,517 | $ 3,153 | $ 1,921 |
Furniture and fixtures | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Total property and equipment | 337 | 337 | ||||||
Machinery and equipment | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Total property and equipment | 1,557 | 1,685 | ||||||
Leasehold improvements | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Total property and equipment | 2,086 | 1,603 | ||||||
Construction in progress | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Total property and equipment | $ 14,540 | $ 3,049 |
Operating Leases - Narrative (D
Operating Leases - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Leases | |
Increase in right of use asset | $ 0.6 |
Increase in lease liability | $ 0.6 |
Corporate headquarters | |
Leases | |
Leases, term of contract | 7 years |
Lease renewal term | 10 years |
GMP facility | |
Leases | |
Leases, term of contract | 7 years |
Lease renewal term | 5 years |
Operating Leases - Schedule of
Operating Leases - Schedule of Components Of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 784 | $ 774 |
Variable lease cost | 342 | 158 |
Total lease cost | $ 1,126 | $ 932 |
Operating Leases - Schedule o_2
Operating Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 |
Leases [Abstract] | ||||||||
Right-of-use assets, net | $ 3,944 | $ 3,910 | ||||||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets | ||||||
Current lease obligations | $ 574 | $ 540 | $ 526 | $ 512 | $ 498 | $ 443 | $ 314 | $ 254 |
Non-current lease obligations | 3,567 | $ 3,164 | $ 3,308 | $ 3,449 | 3,587 | $ 3,764 | $ 3,892 | $ 1,180 |
Total lease liabilities | $ 4,141 | $ 4,085 |
Operating Leases - Schedule o_3
Operating Leases - Schedule of Operating Leases, Supplemental Information Related To Leases (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease terms (years) | 7 years | 6 years 3 months 18 days |
Weighted-average discount rate | 9.30% | 6.40% |
Operating Leases - Schedule o_4
Operating Leases - Schedule of Future Minimum Base Rent Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 787 | |
2025 | 810 | |
2026 | 835 | |
2027 | 858 | |
2028 | 884 | |
Thereafter | 1,658 | |
Total | 5,832 | |
Less: present value adjustment | (1,691) | |
Present value of minimum lease payments | $ 4,141 | $ 4,085 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Major Components of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities [Line Items] | ||
Research and development | $ 212 | $ 1,894 |
Clinical | 84 | 3,310 |
Professional fees | 580 | 437 |
Employee-related | 1,791 | 2,752 |
Other | 151 | 357 |
Total accrued expenses and other current liabilities | 13,343 | 19,971 |
Collaborative Arrangements | ||
Accrued Liabilities [Line Items] | ||
Deferred revenue relating to collaborative arrangements | $ 10,525 | $ 11,221 |
Debt - Narrative (Details)
Debt - Narrative (Details) - EB-5 Loan Agreement - Loans payable - USD ($) | 1 Months Ended | 12 Months Ended | ||||
May 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2016 | Dec. 31, 2020 | Dec. 31, 2016 | |
Debt | ||||||
Maximum borrowing | $ 20,000,000 | $ 10,000,000 | ||||
Borrowing increments | $ 800,000 | $ 500,000 | ||||
Interest rate | 4% | |||||
Proceeds from secured lines of credit | $ 500,000 | $ 500,000 | $ 500,000 | $ 1,000,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - EB-5 Loan Agreement - Loans payable - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt | ||
Principal outstanding | $ 2,500 | $ 2,000 |
Plus: accrued interest | 400 | 307 |
Less: unamortized debt issuance costs | (100) | (18) |
Carrying value, net | $ 2,800 | $ 2,289 |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Thousands, vaccine_dose in Millions, shares in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 18, 2021 USD ($) vaccine_dose | May 31, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Feb. 28, 2022 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Mar. 01, 2021 $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Issuance costs | $ 173 | $ 75 | $ 222 | $ 200 | $ 355 | $ 298 | $ 355 | $ 549 | ||||||
Convertible preferred stock, par value (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||
Series B Convertible Preferred Stock | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Preferred stock issued | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 5,000 | ||||
Preferred stock, outstanding | $ 4,100 | |||||||||||||
Series B Convertible Preferred Stock | Level 3 | Discount Rate | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Preferred stock, measurement input | 0.15 | |||||||||||||
Public Offering | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued and sold (in shares) | shares | 30 | 16 | ||||||||||||
Price per share (in USD per share) | $ / shares | $ 0.50 | $ 3.13 | ||||||||||||
Proceeds from sale of stock | $ 14,800 | $ 49,800 | ||||||||||||
At-The-Market Offering | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares issued and sold (in shares) | shares | 4.5 | |||||||||||||
Proceeds from sale of stock | $ 5,600 | |||||||||||||
Aggregate gross number of shares that may be issued in transaction, value | $ 160,000 | |||||||||||||
Issuance costs | $ 200 | |||||||||||||
COVAXIN Preferred Stock Purchase Agreement | Series B Convertible Preferred Stock | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Agreement to sell, number of shares issued in transaction (in shares) | shares | 0.1 | |||||||||||||
Convertible preferred stock, par value (in USD per share) | $ / shares | $ 0.01 | |||||||||||||
Agreement to sell, price per share (in USD per share) | $ / shares | $ 109.60 | |||||||||||||
Advance payment amount | $ 6,000 | |||||||||||||
Conversion ratio (in shares) | 10 | |||||||||||||
Supply agreement, number of doses | vaccine_dose | 10 |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | |||
Jul. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 15, 2021 | |
Canada Consulting Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Class of warrant or right, not yet vested (in shares) | 0.2 | |||
Expected milestone payment | $ 3 | |||
Initial exercise price (in USD per share) | $ 6.36 | |||
OpCo Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Initial exercise price (in USD per share) | $ 6.23 | |||
Number of warrants outstanding (in shares) | 0.6 | 0.6 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 2,689 | $ 3,299 | $ 5,321 | $ 5,378 | $ 7,495 | $ 7,873 | $ 9,217 | $ 10,541 |
General and administrative | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | 6,876 | 7,777 | ||||||
Research and development | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 2,341 | $ 2,764 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) equity_compensation_plan $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ | $ 8.6 | |
Unrecognized compensation expense related to options outstanding, weighted average period for expense to be recognized | 1 year 6 months | |
Number of equity compensation plans | equity_compensation_plan | 2 | |
Weighted average grant date fair value (in USD per share) | $ / shares | $ 0.85 | $ 3.12 |
Options vested in period, fair value | $ | $ 8.9 | $ 6.1 |
Proceeds from stock options exercised | $ | $ 0.1 | $ 1.3 |
2019 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Automatic increase in shares to be issued | 4% | |
Number of shares authorized for grant (in shares) | 28.4 | |
Number of shares available for grant (in shares) | 9.8 | |
2014 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized for grant (in shares) | 0.8 | |
Number of shares available for grant (in shares) | 0.4 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Weighted Average Assumptions Utilized in Fair Value (Details) - Stock options | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average expected option term (years) | 5 years 10 months 24 days | 5 years 10 months 24 days |
Range of expected stock price volatility, minimum | 103% | 106% |
Range of expected stock price volatility, maximum | 109% | 110% |
Weighted average expected stock price volatility | 106% | 107% |
Range of risk-free interest rate, minimum | 3.50% | 1.40% |
Range of risk-free interest rate, maximum | 4.40% | 4.20% |
Expected dividend rate | 0% | 0% |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Shares | ||
Beginning balance (in shares) | 10,851,287 | |
Granted (in shares) | 5,042,621 | |
Exercised (in shares) | (295,000) | |
Forfeited (in shares) | (2,437,680) | |
Ending balance (in shares) | 13,161,228 | 10,851,287 |
Exercisable (in shares) | 6,578,928 | |
Weighted Average Exercise Price | ||
Beginning balance (in USD per share) | $ 2.95 | |
Granted (in USD per share) | 1.03 | |
Exercised (in USD per share) | 0.40 | |
Forfeited (in USD per share) | 2.37 | |
Ending balance (in USD per share) | 2.38 | $ 2.95 |
Exercisable (in USD per share) | $ 2.74 | |
Weighted Average Remaining Contractual Life (Years) | ||
Weighted average remaining contractual life | 7 years 10 months 9 days | 8 years 3 months 18 days |
Weighted average remaining contractual life, options exercisable | 7 years 1 month 13 days | |
Aggregate Intrinsic Value (In Thousands) | ||
Options outstanding, beginning balance | $ 1,385 | |
Granted in period, intrinsic value | 2 | |
Exercises in period, intrinsic value | 168 | |
Forfeited in period, intrinsic value | 9 | |
Options outstanding, ending balance | 337 | $ 1,385 |
Options exercisable | $ 204 |
Stock-based Compensation - Sc_4
Stock-based Compensation - Schedule of RSU Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Aggregate Intrinsic Value (In Thousands) | |
Aggregate intrinsic value, Vested | $ | $ 299 |
RSUs | |
Number of Shares | |
Beginning balance outstanding (in shares) | shares | 924,810 |
Granted (in shares) | shares | 3,389,933 |
Vested (in shares) | shares | (281,119) |
Forfeited (in shares) | shares | (1,050,963) |
Ending balance outstanding (in shares) | shares | 2,982,661 |
Weighted Average Grant-Date Fair Value | |
Beginning balance (in USD per share) | $ / shares | $ 4.12 |
Granted (in USD per share) | $ / shares | 1.15 |
Vested (in USD per share) | $ / shares | 4.31 |
Forfeited (in USD per share) | $ / shares | 1.55 |
Ending balance (in USD per share) | $ / shares | $ 1.63 |
Aggregate Intrinsic Value (In Thousands) | |
Beginning balance | $ | $ 1,202 |
Aggregate intrinsic value, granted | $ | 3,910 |
Aggregate intrinsic value, forfeited | $ | 651 |
Ending balance | $ | $ 1,715 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Company's losses before income taxes and provision (benefit) for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes | $ (63,078) | $ (86,804) |
Provision (benefit) for income taxes | $ 0 | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Expected provision at statutory rate | 21% | 21% |
State income tax, net of federal benefit | 6.40% | 7.40% |
Tax credits | 3.50% | 3.10% |
Change in state tax rate | (2.80%) | (11.10%) |
Other, net | (1.60%) | (1.60%) |
Change in valuation allowance | (26.50%) | (18.80%) |
Effective tax rate | 0% | 0% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 58,324 | $ 48,812 |
Capital loss carryforwards | 7,298 | 7,298 |
Start-up costs | 9,699 | 9,699 |
Accruals and reserves | 276 | 629 |
Intellectual property | 4,565 | 5,057 |
Stock-based compensation | 2,873 | 2,150 |
Capitalization of research and development expense | 18,702 | 12,571 |
Deferred revenue | 1,293 | 2,799 |
Tax credits | 9,324 | 6,655 |
Lease liabilities | 977 | 1,029 |
Total deferred tax assets | 113,331 | 96,699 |
Valuation allowance | (112,413) | (95,724) |
Deferred tax assets, net of valuation allowance | 918 | 975 |
Deferred tax liabilities: | ||
Lease right-of-use assets | (918) | (975) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Net change in valuation allowance | $ 16,700 | ||
Operating loss carryforwards, not subject to expiration | 173,500 | ||
Operating loss carryforwards, subject to expiration | 52,700 | ||
Unrecognized tax benefits | 303 | $ 303 | $ 303 |
Capital Loss Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward, amount | 26,700 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 226,200 | 188,300 | |
Tax credit carryforward, amount | 9,200 | 6,500 | |
State and local | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 224,500 | 186,600 | |
Tax credit carryforward, amount | $ 100 | $ 200 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Unrecognized Tax Benefits Reconciliation | ||
Unrecognized tax benefits, beginning balance | $ 303 | $ 303 |
Additions for tax positions taken in a prior year | 0 | 0 |
Additions for tax positions taken in the current year | 0 | 0 |
Reductions for tax positions taken in the prior year due to settlement | 0 | 0 |
Reductions for tax positions taken in the prior year due to statutes lapsing | 0 | 0 |
Unrecognized tax benefits, ending balance | $ 303 | $ 303 |
Net Loss Per Share of Common _3
Net Loss Per Share of Common Stock - Schedule of Computation Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||||||||||||
Net loss - basic | $ (63,078) | $ (86,804) | ||||||||||
Net Loss-diluted | $ (63,078) | $ (86,804) | ||||||||||
Shares used in calculating net loss per common share - basic (in shares) | 256,492,558 | 238,311,498 | 225,523,627 | 216,591,011 | 215,862,977 | 205,693,498 | 231,952,888 | 210,806,330 | 240,222,667 | 212,755,746 | 244,327,057 | 214,600,051 |
Shares used in calculating net loss per common share - diluted (in shares) | 256,492,558 | 238,311,498 | 225,523,627 | 216,591,011 | 215,862,977 | 205,693,498 | 231,952,888 | 210,806,330 | 240,222,667 | 212,755,746 | 244,327,057 | 214,600,051 |
Net loss per share of common stock - basic (in USD per share) | $ (0.05) | $ (0.10) | $ (0.08) | $ (0.11) | $ (0.10) | $ (0.09) | $ (0.17) | $ (0.19) | $ (0.22) | $ (0.30) | $ (0.26) | $ (0.40) |
Net loss per share of common stock - diluted (in USD per share) | $ (0.05) | $ (0.10) | $ (0.08) | $ (0.11) | $ (0.10) | $ (0.09) | $ (0.17) | $ (0.19) | $ (0.22) | $ (0.30) | $ (0.26) | $ (0.40) |
Net Loss Per Share of Common _4
Net Loss Per Share of Common Stock - Schedule of Potentially Dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share | ||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding (in shares) | 17,320,173 | 13,121,899 |
Options to purchase common stock | ||
Earnings Per Share | ||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding (in shares) | 13,161,228 | 10,851,287 |
RSUs | ||
Earnings Per Share | ||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding (in shares) | 2,982,661 | 924,810 |
Warrants | ||
Earnings Per Share | ||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding (in shares) | 628,834 | 798,352 |
Series A Convertible Preferred Stock | ||
Earnings Per Share | ||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding (in shares) | 0 | 0 |
Series B Convertible Preferred Stock | ||
Earnings Per Share | ||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted average shares outstanding (in shares) | 547,450 | 547,450 |
Restatement of Previously Iss_3
Restatement of Previously Issued Consolidated Financial Statements - Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | |||||||||
Cash and cash equivalents | $ 39,462 | $ 53,477 | $ 70,578 | $ 68,259 | $ 77,563 | $ 101,602 | $ 115,005 | $ 129,771 | |
Marketable securities | 0 | 0 | 0 | 8,462 | 13,371 | 0 | 0 | 0 | |
Prepaid expenses and other current assets | 3,509 | 3,081 | 2,874 | 7,680 | 7,558 | 5,895 | 7,564 | 8,256 | |
Total current assets | 42,971 | 56,558 | 73,452 | 84,401 | 98,492 | 107,497 | 122,569 | 138,027 | |
Property and equipment, net | 17,290 | 14,469 | 11,720 | 7,952 | 6,053 | 4,517 | 3,153 | 1,921 | |
Restricted cash | 0 | 151 | |||||||
Other assets | 4,286 | 3,660 | 3,804 | 3,946 | 4,087 | 4,225 | 4,366 | 1,628 | |
Total assets | 64,547 | 74,687 | 88,976 | 96,299 | 108,632 | 116,239 | 130,088 | 141,727 | |
Current liabilities | |||||||||
Accounts payable | 3,172 | 2,921 | 3,881 | 8,092 | 8,062 | 6,460 | 5,921 | 3,896 | |
Accrued expenses and other current liabilities | 13,343 | 14,993 | 18,826 | 16,722 | 19,971 | 17,620 | 11,728 | 9,151 | |
Operating lease obligations | 574 | 540 | 526 | 512 | 498 | 443 | 314 | 254 | |
Current portion of long term debt | 1,276 | 1,266 | 1,256 | 0 | 0 | 0 | |||
Total current liabilities | 17,089 | 19,730 | 24,499 | 26,582 | 28,531 | 24,523 | 17,963 | 13,301 | |
Non-current liabilities | |||||||||
Operating lease obligations, less current portion | 3,567 | 3,164 | 3,308 | 3,449 | 3,587 | 3,764 | 3,892 | 1,180 | |
Long term debt, net | 2,800 | 1,495 | 1,472 | 1,058 | 2,289 | 2,265 | 1,750 | 1,731 | |
Other non-current liabilities | 527 | 497 | 455 | 309 | 244 | 0 | 0 | 0 | |
Total non-current liabilities | 6,894 | 5,156 | 5,235 | 4,816 | 6,120 | 6,029 | 5,642 | 2,911 | |
Total liabilities | 23,983 | 24,886 | 29,734 | 31,398 | 34,651 | 30,552 | 23,605 | 16,212 | |
Commitments and contingencies | |||||||||
Stockholders' equity | |||||||||
Common stock | 2,567 | 2,566 | 2,566 | 2,265 | 2,217 | 2,168 | 2,163 | 2,158 | |
Treasury stock | (48) | (48) | (48) | (48) | (48) | (48) | (48) | (48) | |
Additional paid-in capital | 324,191 | 322,452 | 320,181 | 303,073 | 294,874 | 284,231 | 281,139 | 278,704 | |
Accumulated other comprehensive income | 20 | 27 | 22 | 25 | 26 | 30 | 10 | 0 | |
Accumulated deficit | (286,167) | (275,197) | (263,480) | (240,415) | (223,089) | (200,695) | (176,782) | (155,300) | |
Total stockholders' equity | 40,564 | 49,801 | 59,242 | 64,901 | 73,981 | 85,687 | 106,483 | 125,515 | $ 91,200 |
Total liabilities and stockholders' equity | 64,547 | 74,687 | 88,976 | 96,299 | 108,632 | 116,239 | 130,088 | 141,727 | |
Series A Convertible Preferred Stock | |||||||||
Stockholders' equity | |||||||||
Convertible preferred stock | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Series B Convertible Preferred Stock | |||||||||
Stockholders' equity | |||||||||
Convertible preferred stock | $ 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 5,000 |
As previously reported | |||||||||
Current assets | |||||||||
Cash and cash equivalents | 53,477 | 70,578 | 68,259 | 101,602 | 115,005 | 129,771 | |||
Marketable securities | 0 | 0 | 8,462 | 0 | 0 | 0 | |||
Prepaid expenses and other current assets | 3,081 | 2,874 | 7,680 | 5,895 | 7,564 | 8,256 | |||
Total current assets | 56,558 | 73,452 | 84,401 | 107,497 | 122,569 | 138,027 | |||
Property and equipment, net | 14,469 | 11,720 | 7,952 | 4,517 | 3,153 | 1,921 | |||
Restricted cash | 0 | 151 | |||||||
Other assets | 3,660 | 3,804 | 3,946 | 4,225 | 4,366 | 1,628 | |||
Total assets | 74,687 | 88,976 | 96,299 | 116,239 | 130,088 | 141,727 | |||
Current liabilities | |||||||||
Accounts payable | 2,921 | 3,881 | 8,092 | 6,460 | 5,921 | 3,896 | |||
Accrued expenses and other current liabilities | 6,399 | 7,787 | 5,823 | 9,900 | 8,004 | 4,103 | 3,537 | ||
Operating lease obligations | 540 | 526 | 512 | 443 | 314 | 254 | |||
Current portion of long term debt | 1,276 | 1,266 | 1,256 | 0 | 0 | 0 | |||
Total current liabilities | 11,136 | 13,460 | 15,683 | 18,460 | 14,907 | 10,338 | 7,687 | ||
Non-current liabilities | |||||||||
Operating lease obligations, less current portion | 3,164 | 3,308 | 3,449 | 3,764 | 3,892 | 1,180 | |||
Long term debt, net | 1,495 | 1,472 | 1,058 | 2,265 | 1,750 | 1,731 | |||
Other non-current liabilities | 497 | 455 | 309 | 0 | 0 | 0 | |||
Total non-current liabilities | 5,156 | 5,235 | 4,816 | 6,029 | 5,642 | 2,911 | |||
Total liabilities | 16,292 | 18,695 | 20,499 | 24,580 | 20,936 | 15,980 | 10,598 | ||
Commitments and contingencies | |||||||||
Stockholders' equity | |||||||||
Common stock | 2,566 | 2,566 | 2,265 | 2,168 | 2,163 | 2,158 | |||
Treasury stock | (48) | (48) | (48) | (48) | (48) | (48) | |||
Additional paid-in capital | 322,452 | 320,181 | 303,073 | 284,231 | 281,139 | 278,704 | |||
Accumulated other comprehensive income | 27 | 22 | 25 | 30 | 10 | 0 | |||
Accumulated deficit | (266,603) | (252,441) | (229,516) | (213,018) | (191,079) | (169,157) | (149,686) | ||
Total stockholders' equity | 58,395 | 70,281 | 75,800 | 84,052 | 95,303 | 114,108 | 131,129 | 95,818 | |
Total liabilities and stockholders' equity | 74,687 | 88,976 | 96,299 | 116,239 | 130,088 | 141,727 | |||
As previously reported | Series A Convertible Preferred Stock | |||||||||
Stockholders' equity | |||||||||
Convertible preferred stock | 0 | 0 | 0 | 0 | 0 | 0 | |||
As previously reported | Series B Convertible Preferred Stock | |||||||||
Stockholders' equity | |||||||||
Convertible preferred stock | 1 | 1 | 1 | 1 | 1 | 1 | |||
Adjustment | |||||||||
Current assets | |||||||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | 0 | 0 | |||
Marketable securities | 0 | 0 | 0 | 0 | 0 | 0 | |||
Prepaid expenses and other current assets | 0 | 0 | 0 | 0 | 0 | 0 | |||
Total current assets | 0 | 0 | 0 | 0 | 0 | 0 | |||
Property and equipment, net | 0 | 0 | 0 | 0 | 0 | 0 | |||
Restricted cash | 0 | 0 | |||||||
Other assets | 0 | 0 | 0 | 0 | 0 | 0 | |||
Total assets | 0 | 0 | 0 | 0 | 0 | 0 | |||
Current liabilities | |||||||||
Accounts payable | 0 | 0 | 0 | 0 | 0 | 0 | |||
Accrued expenses and other current liabilities | 8,594 | 11,039 | 10,899 | 10,071 | 9,616 | 7,625 | 5,614 | ||
Operating lease obligations | 0 | 0 | 0 | 0 | 0 | 0 | |||
Current portion of long term debt | 0 | 0 | 0 | 0 | 0 | 0 | |||
Total current liabilities | 8,594 | 11,039 | 10,899 | 10,071 | 9,616 | 7,625 | 5,614 | ||
Non-current liabilities | |||||||||
Operating lease obligations, less current portion | 0 | 0 | 0 | 0 | 0 | 0 | |||
Long term debt, net | 0 | 0 | 0 | 0 | 0 | 0 | |||
Other non-current liabilities | 0 | 0 | 0 | 0 | 0 | 0 | |||
Total non-current liabilities | 0 | 0 | 0 | 0 | 0 | 0 | |||
Total liabilities | 8,594 | 11,039 | 10,899 | 10,071 | 9,616 | 7,625 | 5,614 | ||
Commitments and contingencies | |||||||||
Stockholders' equity | |||||||||
Common stock | 0 | 0 | 0 | 0 | 0 | 0 | |||
Treasury stock | 0 | 0 | 0 | 0 | 0 | 0 | |||
Additional paid-in capital | 0 | 0 | 0 | 0 | 0 | 0 | |||
Accumulated other comprehensive income | 0 | 0 | 0 | 0 | 0 | 0 | |||
Accumulated deficit | (8,594) | (11,039) | (10,899) | (10,071) | (9,616) | (7,625) | (5,614) | ||
Total stockholders' equity | (8,594) | (11,039) | (10,899) | $ (10,071) | (9,616) | (7,625) | (5,614) | $ (4,618) | |
Total liabilities and stockholders' equity | 0 | 0 | 0 | 0 | 0 | 0 | |||
Adjustment | Series A Convertible Preferred Stock | |||||||||
Stockholders' equity | |||||||||
Convertible preferred stock | 0 | 0 | 0 | 0 | 0 | 0 | |||
Adjustment | Series B Convertible Preferred Stock | |||||||||
Stockholders' equity | |||||||||
Convertible preferred stock | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Restatement of Previously Iss_4
Restatement of Previously Issued Consolidated Financial Statements - Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Condensed Income Statement And Comprehensive Income/Loss [Line Items] | ||||||||||||
Total revenue | $ 3,699 | $ 485 | $ 443 | $ 466 | $ 643 | $ 500 | $ 928 | $ 1,143 | $ 4,627 | $ 1,609 | $ 6,036 | $ 2,488 |
Operating expenses | ||||||||||||
Research and development | 7,048 | 14,574 | 10,172 | 17,937 | 11,602 | 9,393 | 24,746 | 20,995 | 31,794 | 38,932 | 39,573 | 56,159 |
General and administrative | 9,082 | 9,451 | 8,306 | 7,639 | 10,617 | 10,137 | 17,757 | 20,754 | 26,839 | 28,393 | 31,994 | 35,400 |
Total operating expenses | 16,130 | 24,025 | 18,478 | 25,576 | 22,219 | 19,530 | 42,503 | 41,749 | 58,633 | 67,325 | 71,567 | 91,559 |
Loss from operations | (12,431) | (23,540) | (18,035) | (25,110) | (21,576) | (19,030) | (41,575) | (40,606) | (54,006) | (65,716) | (65,531) | (89,071) |
Other income (expense), net | 714 | 475 | 709 | 1,197 | 94 | 15 | 1,184 | 109 | 1,898 | 1,306 | 2,453 | 2,267 |
Net loss | (11,717) | (23,065) | (17,326) | (23,913) | (21,482) | (19,015) | (40,391) | (40,497) | (52,108) | (64,410) | (63,078) | (86,804) |
Other comprehensive income (loss) | ||||||||||||
Foreign currency translation adjustment | 5 | (2) | (1) | 20 | 10 | 0 | (3) | 10 | 2 | 30 | (5) | 25 |
Unrealized gain (loss) on marketable securities | 0 | (1) | 0 | 0 | (1) | 0 | (1) | 0 | (1) | 1 | ||
Comprehensive loss | $ (11,712) | $ (23,068) | $ (17,327) | $ (23,893) | $ (21,472) | $ (19,015) | $ (40,395) | $ (40,487) | $ (52,107) | $ (64,380) | $ (63,084) | $ (86,778) |
Shares used in calculating net loss per common share - basic (in shares) | 256,492,558 | 238,311,498 | 225,523,627 | 216,591,011 | 215,862,977 | 205,693,498 | 231,952,888 | 210,806,330 | 240,222,667 | 212,755,746 | 244,327,057 | 214,600,051 |
Shares used in calculating net loss per common share - diluted (in shares) | 256,492,558 | 238,311,498 | 225,523,627 | 216,591,011 | 215,862,977 | 205,693,498 | 231,952,888 | 210,806,330 | 240,222,667 | 212,755,746 | 244,327,057 | 214,600,051 |
Net loss per share of common stock - basic (in USD per share) | $ (0.05) | $ (0.10) | $ (0.08) | $ (0.11) | $ (0.10) | $ (0.09) | $ (0.17) | $ (0.19) | $ (0.22) | $ (0.30) | $ (0.26) | $ (0.40) |
Net loss per share of common stock - diluted (in USD per share) | $ (0.05) | $ (0.10) | $ (0.08) | $ (0.11) | $ (0.10) | $ (0.09) | $ (0.17) | $ (0.19) | $ (0.22) | $ (0.30) | $ (0.26) | $ (0.40) |
Collaborative arrangement revenue | ||||||||||||
Condensed Income Statement And Comprehensive Income/Loss [Line Items] | ||||||||||||
Total revenue | $ 3,699 | $ 485 | $ 443 | $ 466 | $ 643 | $ 500 | $ 928 | $ 1,143 | $ 4,627 | $ 1,609 | $ 6,036 | $ 2,488 |
Operating expenses | ||||||||||||
Research and development | $ 5,300 | 9,100 | ||||||||||
As previously reported | ||||||||||||
Condensed Income Statement And Comprehensive Income/Loss [Line Items] | ||||||||||||
Total revenue | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Operating expenses | ||||||||||||
Research and development | 6,342 | 14,169 | 9,558 | 15,622 | 9,007 | 7,915 | 23,727 | 16,922 | 30,069 | 32,544 | 49,757 | |
General and administrative | 9,082 | 9,564 | 8,193 | 7,497 | 10,558 | 10,119 | 17,757 | 20,677 | 26,839 | 28,174 | 35,111 | |
Total operating expenses | 15,424 | 23,733 | 17,751 | 23,119 | 19,565 | 18,034 | 41,484 | 37,599 | 56,908 | 60,718 | 84,868 | |
Loss from operations | (15,424) | (23,733) | (17,751) | (23,119) | (19,565) | (18,034) | (41,484) | (37,599) | (56,908) | (60,718) | (84,868) | |
Other income (expense), net | 1,262 | 808 | 1,253 | 1,197 | 94 | 15 | 2,061 | 109 | 3,323 | 1,306 | 3,517 | |
Net loss | (14,162) | (22,925) | (16,498) | (21,922) | (19,471) | (18,019) | (39,423) | (37,490) | (53,585) | (59,412) | (81,351) | |
Other comprehensive income (loss) | ||||||||||||
Foreign currency translation adjustment | 5 | (2) | (1) | 20 | 10 | 0 | (3) | 10 | 2 | 30 | ||
Unrealized gain (loss) on marketable securities | 0 | (1) | 0 | 0 | (1) | 0 | (1) | 0 | ||||
Comprehensive loss | $ (14,157) | $ (22,928) | $ (16,499) | $ (21,902) | $ (19,461) | $ (18,019) | $ (39,427) | $ (37,480) | $ (53,584) | $ (59,382) | $ (81,325) | |
Shares used in calculating net loss per common share - basic (in shares) | 256,492,558 | 238,311,498 | 225,523,627 | 216,591,011 | 215,862,977 | 205,693,498 | 231,952,888 | 210,806,330 | 240,222,667 | 212,755,746 | ||
Shares used in calculating net loss per common share - diluted (in shares) | 256,492,558 | 238,311,498 | 225,523,627 | 216,591,011 | 215,862,977 | 205,693,498 | 231,952,888 | 210,806,330 | 240,222,667 | 212,755,746 | ||
Net loss per share of common stock - basic (in USD per share) | $ (0.06) | $ (0.10) | $ (0.07) | $ (0.10) | $ (0.09) | $ (0.09) | $ (0.17) | $ (0.18) | $ (0.22) | $ (0.28) | $ (0.38) | |
Net loss per share of common stock - diluted (in USD per share) | $ (0.06) | $ (0.10) | $ (0.07) | $ (0.10) | $ (0.09) | $ (0.09) | $ (0.17) | $ (0.18) | $ (0.22) | $ (0.28) | $ (0.38) | |
As previously reported | Collaborative arrangement revenue | ||||||||||||
Condensed Income Statement And Comprehensive Income/Loss [Line Items] | ||||||||||||
Total revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Adjustment | ||||||||||||
Condensed Income Statement And Comprehensive Income/Loss [Line Items] | ||||||||||||
Total revenue | 3,699 | 485 | 443 | 466 | 643 | 500 | 928 | 1,143 | 4,627 | 1,609 | 2,488 | |
Operating expenses | ||||||||||||
Research and development | 706 | 405 | 614 | 2,315 | 2,595 | 1,478 | 1,019 | 4,073 | 1,725 | 6,388 | 6,402 | |
General and administrative | 0 | (113) | 113 | 142 | 59 | 18 | 0 | 77 | 0 | 219 | 289 | |
Total operating expenses | 706 | 292 | 727 | 2,457 | 2,654 | 1,496 | 1,019 | 4,150 | 1,725 | 6,607 | 6,691 | |
Loss from operations | 2,993 | 193 | (284) | (1,991) | (2,011) | (996) | (91) | (3,007) | 2,902 | (4,998) | (4,203) | |
Other income (expense), net | (548) | (333) | (544) | 0 | 0 | 0 | (877) | 0 | (1,425) | 0 | (1,250) | |
Net loss | 2,445 | (140) | (828) | (1,991) | (2,011) | (996) | (968) | (3,007) | 1,477 | (4,998) | (5,453) | |
Other comprehensive income (loss) | ||||||||||||
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Unrealized gain (loss) on marketable securities | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
Comprehensive loss | $ 2,445 | $ (140) | $ (828) | $ (1,991) | $ (2,011) | $ (996) | $ (968) | $ (3,007) | $ 1,477 | $ (4,998) | $ (5,453) | |
Shares used in calculating net loss per common share - basic (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Shares used in calculating net loss per common share - diluted (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Net loss per share of common stock - basic (in USD per share) | $ 0.01 | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) | $ 0 | $ 0 | $ (0.01) | $ 0 | $ (0.02) | $ (0.02) | |
Net loss per share of common stock - diluted (in USD per share) | $ 0.01 | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) | $ 0 | $ 0 | $ (0.01) | $ 0 | $ (0.02) | $ (0.02) | |
Adjustment | Collaborative arrangement revenue | ||||||||||||
Condensed Income Statement And Comprehensive Income/Loss [Line Items] | ||||||||||||
Total revenue | $ 3,699 | $ 485 | $ 443 | $ 466 | $ 643 | $ 500 | $ 928 | $ 1,143 | $ 4,627 | $ 1,609 | $ 2,488 |
Restatement of Previously Iss_5
Restatement of Previously Issued Consolidated Financial Statements - Consolidated Statements of Stockholder's Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Beginning balance | $ 59,242 | $ 64,901 | $ 73,981 | $ 106,483 | $ 125,515 | $ 91,200 | $ 73,981 | $ 91,200 | $ 73,981 | $ 91,200 | $ 73,981 | $ 91,200 |
Common stock, beginning balance (in shares) | 221,599,682 | 221,599,682 | 221,599,682 | 221,599,682 | ||||||||
Stock-based compensation expense | 2,174 | 2,632 | $ 2,689 | 2,495 | 2,079 | 3,299 | $ 9,217 | 10,541 | ||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net | 97 | 10 | (1) | 602 | 361 | 180 | 124 | 1,262 | ||||
Issuance of common stock for capital raises, net | 14,767 | 5,559 | 49,851 | 20,326 | $ 57,756 | |||||||
Series A convertible preferred stock conversion (in shares) | 3,115 | |||||||||||
Other comprehensive income (loss) | 5 | (3) | (1) | 20 | 10 | (6) | $ 26 | |||||
Net loss | (11,717) | (23,065) | (17,326) | (23,913) | (21,482) | (19,015) | $ (40,391) | (40,497) | $ (52,108) | (64,410) | (63,078) | (86,804) |
Ending balance | $ 49,801 | $ 59,242 | $ 64,901 | $ 85,687 | $ 106,483 | $ 125,515 | $ 59,242 | $ 106,483 | $ 49,801 | $ 85,687 | $ 40,564 | $ 73,981 |
Common stock, ending balance (in shares) | 256,566,804 | 221,599,682 | ||||||||||
Series A Convertible Preferred Stock | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Convertible preferred stock, beginning balance (in shares) | 0 | 0 | 0 | 0 | ||||||||
Convertible preferred stock, ending balance (in shares) | 0 | 0 | ||||||||||
Series B Convertible Preferred Stock | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Convertible preferred stock, beginning balance (in shares) | 54,745 | 54,745 | 54,745 | 54,745 | ||||||||
Convertible preferred stock, ending balance (in shares) | 54,745 | 54,745 | ||||||||||
Preferred Stock | Series A Convertible Preferred Stock | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Convertible preferred stock, beginning balance (in shares) | 0 | 0 | 0 | 0 | 7 | 7 | 0 | 7 | 0 | 7 | 0 | 7 |
Beginning balance | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Series A convertible preferred stock conversion (in shares) | (7) | (7) | ||||||||||
Convertible preferred stock, ending balance (in shares) | 0 | 0 | 0 | 0 | 0 | 7 | 0 | 0 | 0 | 0 | 0 | 0 |
Ending balance | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Preferred Stock | Series B Convertible Preferred Stock | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Convertible preferred stock, beginning balance (in shares) | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 |
Beginning balance | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 |
Convertible preferred stock, ending balance (in shares) | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 |
Ending balance | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 |
Common Stock | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Beginning balance | $ 2,566 | $ 2,265 | $ 2,217 | $ 2,163 | $ 2,158 | $ 1,995 | $ 2,217 | $ 1,995 | $ 2,217 | $ 1,995 | $ 2,217 | $ 1,995 |
Common stock, beginning balance (in shares) | 256,608,552 | 226,548,693 | 221,721,182 | 216,271,262 | 215,752,926 | 199,502,183 | 221,721,182 | 199,502,183 | 221,721,182 | 199,502,183 | 221,721,182 | 199,502,183 |
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares) | 12,935 | 59,859 | 348,555 | 538,675 | 515,221 | 277,323 | 488,166 | 1,579,886 | ||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net | $ 1 | $ 3 | $ 5 | $ 5 | $ 3 | $ 5 | $ 16 | |||||
Issuance of common stock for capital raises, net (in shares) | 30,000,000 | 4,478,956 | 15,973,420 | 34,478,956 | 20,635,998 | |||||||
Issuance of common stock for capital raises, net | $ 300 | $ 45 | $ 160 | $ 345 | $ 206 | |||||||
Series A convertible preferred stock conversion (in shares) | 3,115 | |||||||||||
Ending balance | $ 2,566 | $ 2,566 | $ 2,265 | $ 2,168 | $ 2,163 | $ 2,158 | $ 2,566 | $ 2,163 | $ 2,566 | $ 2,168 | $ 2,567 | $ 2,217 |
Common stock, ending balance (in shares) | 256,621,487 | 256,608,552 | 226,548,693 | 216,809,937 | 216,271,262 | 215,752,926 | 256,608,552 | 216,271,262 | 256,621,487 | 216,809,937 | 256,688,304 | 221,721,182 |
Treasury Stock | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Beginning balance | $ (48) | $ (48) | $ (48) | $ (48) | $ (48) | $ (48) | $ (48) | $ (48) | $ (48) | $ (48) | $ (48) | $ (48) |
Ending balance | (48) | (48) | (48) | (48) | (48) | (48) | (48) | (48) | (48) | (48) | (48) | (48) |
Additional Paid in Capital | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Beginning balance | 320,181 | 303,073 | 294,874 | 281,139 | 278,704 | 225,537 | 294,874 | 225,537 | 294,874 | 225,537 | 294,874 | 225,537 |
Stock-based compensation expense | 2,174 | 2,632 | 2,689 | 2,495 | 2,079 | 3,299 | 9,217 | 10,541 | ||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net | 97 | 9 | (4) | 597 | 356 | 177 | 119 | 1,246 | ||||
Issuance of common stock for capital raises, net | 14,467 | 5,514 | 49,691 | 19,981 | 57,550 | |||||||
Ending balance | 322,452 | 320,181 | 303,073 | 284,231 | 281,139 | 278,704 | 320,181 | 281,139 | 322,452 | 284,231 | 324,191 | 294,874 |
Accumulated Other Comprehensive Income | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Beginning balance | 22 | 25 | 26 | 10 | 0 | 0 | 26 | 0 | 26 | 0 | 26 | 0 |
Other comprehensive income (loss) | 5 | (3) | (1) | 20 | 10 | (6) | 26 | |||||
Ending balance | 27 | 22 | 25 | 30 | 10 | 0 | 22 | 10 | 27 | 30 | 20 | 26 |
Accumulated Deficit | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Beginning balance | (263,480) | (240,415) | (223,089) | (176,782) | (155,300) | (136,285) | (223,089) | (136,285) | (223,089) | (136,285) | (223,089) | (136,285) |
Net loss | (11,717) | (23,065) | (17,326) | (23,913) | (21,482) | (19,015) | (63,078) | (86,804) | ||||
Ending balance | (275,197) | (263,480) | (240,415) | (200,695) | (176,782) | (155,300) | (263,480) | (176,782) | (275,197) | (200,695) | (286,167) | (223,089) |
As previously reported | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Beginning balance | 70,281 | 75,800 | 84,052 | 114,108 | 131,129 | 95,818 | 84,052 | 95,818 | 84,052 | 95,818 | $ 84,052 | 95,818 |
Stock-based compensation expense | 2,174 | 2,632 | 2,689 | 2,495 | 2,079 | 3,299 | 10,541 | |||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net | 97 | 10 | (1) | 602 | 361 | 180 | 1,262 | |||||
Issuance of common stock for capital raises, net | 14,767 | 5,559 | 49,851 | 57,756 | ||||||||
Other comprehensive income (loss) | 5 | (3) | (1) | 20 | 10 | 26 | ||||||
Net loss | (14,162) | (22,925) | (16,498) | (21,922) | (19,471) | (18,019) | (39,423) | (37,490) | (53,585) | (59,412) | (81,351) | |
Ending balance | $ 58,395 | $ 70,281 | $ 75,800 | $ 95,303 | $ 114,108 | $ 131,129 | $ 70,281 | $ 114,108 | $ 58,395 | $ 95,303 | $ 84,052 | |
As previously reported | Preferred Stock | Series A Convertible Preferred Stock | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Convertible preferred stock, beginning balance (in shares) | 0 | 0 | 0 | 0 | 7 | 7 | 0 | 7 | 0 | 7 | 0 | 7 |
Beginning balance | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Series A convertible preferred stock conversion (in shares) | (7) | |||||||||||
Convertible preferred stock, ending balance (in shares) | 0 | 0 | 0 | 0 | 0 | 7 | 0 | 0 | 0 | 0 | 0 | |
Ending balance | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
As previously reported | Preferred Stock | Series B Convertible Preferred Stock | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Convertible preferred stock, beginning balance (in shares) | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 |
Beginning balance | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 |
Convertible preferred stock, ending balance (in shares) | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | 54,745 | |
Ending balance | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | |
As previously reported | Common Stock | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Beginning balance | $ 2,566 | $ 2,265 | $ 2,217 | $ 2,163 | $ 2,158 | $ 1,995 | $ 2,217 | $ 1,995 | $ 2,217 | $ 1,995 | $ 2,217 | $ 1,995 |
Common stock, beginning balance (in shares) | 256,608,552 | 226,548,693 | 221,721,182 | 216,271,262 | 215,752,926 | 199,502,183 | 221,721,182 | 199,502,183 | 221,721,182 | 199,502,183 | 221,721,182 | 199,502,183 |
Issuance of common stock for stock option exercises and restricted stock unit vesting, net (in shares) | 12,935 | 59,859 | 348,555 | 538,675 | 515,221 | 277,323 | ||||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net | $ 1 | $ 3 | $ 5 | $ 5 | $ 3 | |||||||
Issuance of common stock for capital raises, net (in shares) | 30,000,000 | 4,478,956 | 15,973,420 | |||||||||
Issuance of common stock for capital raises, net | $ 300 | $ 45 | $ 160 | |||||||||
Series A convertible preferred stock conversion (in shares) | 3,115 | |||||||||||
Ending balance | $ 2,566 | $ 2,566 | $ 2,265 | $ 2,168 | $ 2,163 | $ 2,158 | $ 2,566 | $ 2,163 | $ 2,566 | $ 2,168 | $ 2,217 | |
Common stock, ending balance (in shares) | 256,621,487 | 256,608,552 | 226,548,693 | 216,809,937 | 216,271,262 | 215,752,926 | 256,608,552 | 216,271,262 | 256,621,487 | 216,809,937 | 221,721,182 | |
As previously reported | Treasury Stock | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Beginning balance | $ (48) | $ (48) | $ (48) | $ (48) | $ (48) | $ (48) | $ (48) | $ (48) | $ (48) | $ (48) | $ (48) | $ (48) |
Ending balance | (48) | (48) | (48) | (48) | (48) | (48) | (48) | (48) | (48) | (48) | (48) | |
As previously reported | Additional Paid in Capital | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Beginning balance | 320,181 | 303,073 | 294,874 | 281,139 | 278,704 | 225,537 | 294,874 | 225,537 | 294,874 | 225,537 | 294,874 | 225,537 |
Stock-based compensation expense | 2,174 | 2,632 | 2,689 | 2,495 | 2,079 | 3,299 | ||||||
Issuance of common stock for stock option exercises and restricted stock unit vesting, net | 97 | 9 | (4) | 597 | 356 | 177 | ||||||
Issuance of common stock for capital raises, net | 14,467 | 5,514 | 49,691 | |||||||||
Ending balance | 322,452 | 320,181 | 303,073 | 284,231 | 281,139 | 278,704 | 320,181 | 281,139 | 322,452 | 284,231 | 294,874 | |
As previously reported | Accumulated Other Comprehensive Income | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Beginning balance | 22 | 25 | 26 | 10 | 0 | 0 | 26 | 0 | 26 | 0 | 26 | 0 |
Other comprehensive income (loss) | 5 | (3) | (1) | 20 | 10 | |||||||
Ending balance | 27 | 22 | 25 | 30 | 10 | 0 | 22 | 10 | 27 | 30 | 26 | |
As previously reported | Accumulated Deficit | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Beginning balance | (252,441) | (229,516) | (213,018) | (169,157) | (149,686) | (131,667) | (213,018) | (131,667) | (213,018) | (131,667) | (213,018) | (131,667) |
Net loss | (14,162) | (22,925) | (16,498) | (21,922) | (19,471) | (18,019) | (81,351) | |||||
Ending balance | (266,603) | (252,441) | (229,516) | (191,079) | (169,157) | (149,686) | (252,441) | (169,157) | (266,603) | (191,079) | (213,018) | |
Adjustment | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Beginning balance | (11,039) | (10,899) | (10,071) | (7,625) | (5,614) | (4,618) | (10,071) | (4,618) | (10,071) | (4,618) | $ (10,071) | (4,618) |
Net loss | 2,445 | (140) | (828) | (1,991) | (2,011) | (996) | (968) | (3,007) | 1,477 | (4,998) | (5,453) | |
Ending balance | $ (8,594) | $ (11,039) | $ (10,899) | $ (9,616) | $ (7,625) | $ (5,614) | $ (11,039) | $ (7,625) | $ (8,594) | $ (9,616) | $ (10,071) | |
Adjustment | Preferred Stock | Series A Convertible Preferred Stock | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Convertible preferred stock, beginning balance (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Beginning balance | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Convertible preferred stock, ending balance (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Ending balance | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Adjustment | Preferred Stock | Series B Convertible Preferred Stock | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Convertible preferred stock, beginning balance (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Beginning balance | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Convertible preferred stock, ending balance (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Ending balance | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Adjustment | Common Stock | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Beginning balance | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Common stock, beginning balance (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Ending balance | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Common stock, ending balance (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Adjustment | Treasury Stock | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Beginning balance | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Ending balance | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Adjustment | Additional Paid in Capital | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Beginning balance | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Ending balance | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Adjustment | Accumulated Other Comprehensive Income | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Beginning balance | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Ending balance | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Adjustment | Accumulated Deficit | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||
Beginning balance | (11,039) | (10,899) | (10,071) | (7,625) | (5,614) | (4,618) | (10,071) | (4,618) | (10,071) | (4,618) | $ (10,071) | (4,618) |
Net loss | 2,445 | (140) | (828) | (1,991) | (2,011) | (996) | (5,453) | |||||
Ending balance | $ (8,594) | $ (11,039) | $ (10,899) | $ (9,616) | $ (7,625) | $ (5,614) | $ (11,039) | $ (7,625) | $ (8,594) | $ (9,616) | $ (10,071) |
Restatement of Previously Iss_6
Restatement of Previously Issued Consolidated Financial Statements - Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||||||||||||
Net loss | $ (11,717) | $ (23,065) | $ (17,326) | $ (23,913) | $ (21,482) | $ (19,015) | $ (40,391) | $ (40,497) | $ (52,108) | $ (64,410) | $ (63,078) | $ (86,804) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Depreciation and amortization expense | 174 | 76 | 348 | 166 | 525 | 307 | 704 | 480 | ||||
Amortization (accretion) on marketable securities | (143) | 0 | (182) | 0 | (182) | 0 | (182) | (99) | ||||
Non-cash interest expense | 24 | 19 | 54 | 38 | 87 | 58 | 116 | 83 | ||||
Non-cash lease expense | 131 | 179 | 265 | 334 | 401 | 463 | 538 | 593 | ||||
Non-cash (income) expense from collaborative arrangements, net | 1,008 | 996 | 1,392 | 3,007 | (1,134) | 4,856 | (696) | 6,603 | ||||
Stock-based compensation expense | 2,689 | 3,299 | 5,321 | 5,378 | 7,495 | 7,873 | 9,217 | 10,541 | ||||
Impairment of advance for COVAXIN supply | 4,074 | 0 | 4,074 | 0 | 4,074 | 0 | ||||||
Loss on disposal of fixed assets related to COVAXIN | 363 | 0 | 363 | 0 | 363 | 0 | ||||||
Other | 352 | 0 | 439 | 0 | 379 | (673) | 46 | (671) | ||||
Changes in assets and liabilities: | ||||||||||||
Increase (Decrease) in Prepaid Expense and Other Assets | (60) | (575) | 572 | 132 | 132 | 1,888 | (296) | 91 | ||||
Accounts payable and accrued expenses | 4,964 | (131) | 9,049 | (2,844) | 10,402 | (6,734) | 12,343 | (9,487) | ||||
Lease obligations | (125) | (176) | (252) | (265) | (382) | (261) | (517) | (383) | ||||
Net cash used in operating activities | (18,240) | (15,066) | (37,046) | (28,863) | (50,752) | (43,165) | (62,054) | (60,079) | ||||
Cash flows from investing activities | ||||||||||||
Purchases of marketable securities | (3,947) | 0 | (3,947) | 0 | (3,947) | 0 | (3,947) | (13,271) | ||||
Proceeds from maturities of marketable securities | 9,000 | 0 | 17,500 | 0 | 17,500 | 0 | 17,500 | 0 | ||||
Purchases of property and equipment | (1,612) | (223) | (4,389) | (1,589) | (7,754) | (2,433) | (10,476) | (4,457) | ||||
Repayment of note receivable | 0 | 761 | 0 | 761 | ||||||||
Net cash provided by (used in) investing activities | 3,441 | (223) | 9,164 | (1,589) | 5,799 | (1,672) | 3,077 | (16,967) | ||||
Cash flows from financing activities | ||||||||||||
Proceeds from issuance of common stock | 5,731 | 50,177 | 20,690 | 50,538 | 20,788 | 51,141 | 20,804 | 59,567 | ||||
Payment of equity issuance costs | (173) | (75) | (222) | (200) | (355) | (298) | (355) | (549) | ||||
Proceeds from issuance of debt | 500 | 0 | 500 | 500 | 500 | 500 | ||||||
Payments of debt issuance costs | (62) | 0 | (68) | 0 | (68) | (43) | (68) | (43) | ||||
Net cash provided by financing activities | 5,496 | 50,102 | 20,900 | 50,338 | 20,865 | 51,300 | 20,881 | 59,475 | ||||
Effect of changes in exchange rate on cash and cash equivalents | (1) | 0 | (3) | 10 | 2 | 30 | (5) | 25 | ||||
Net (decrease) in cash and cash equivalents | (9,304) | 34,813 | (6,985) | 19,896 | (24,086) | 6,493 | (38,101) | (17,546) | ||||
Cash, cash equivalents, and restricted cash at beginning of period | 70,578 | 68,259 | 77,563 | 115,005 | 129,922 | 95,109 | 77,563 | 95,109 | 77,563 | 95,109 | 77,563 | 95,109 |
Cash and cash equivalents at end of period | 53,477 | 70,578 | 68,259 | 101,602 | 115,005 | 129,922 | 70,578 | 115,005 | 53,477 | 101,602 | 39,462 | 77,563 |
Supplemental disclosure of non-cash investing and financing transactions: | ||||||||||||
Equity issuance costs | 0 | 71 | 133 | 69 | 0 | 2 | ||||||
Purchase of property and equipment | 1,119 | 611 | 2,637 | 491 | 1,969 | 1,231 | 2,189 | 911 | ||||
Right-of-use assets related to operating leases | 0 | 2,918 | 0 | 2,916 | 572 | 2,916 | ||||||
Debt issuance costs | 0 | 19 | 0 | 37 | ||||||||
As previously reported | ||||||||||||
Cash flows from operating activities | ||||||||||||
Net loss | (14,162) | (22,925) | (16,498) | (21,922) | (19,471) | (18,019) | (39,423) | (37,490) | (53,585) | (59,412) | (81,351) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Depreciation and amortization expense | 174 | 76 | 348 | 166 | 525 | 307 | ||||||
Amortization (accretion) on marketable securities | (143) | 0 | (182) | 0 | (182) | 0 | ||||||
Non-cash interest expense | 24 | 19 | 54 | 38 | 87 | 58 | ||||||
Non-cash lease expense | 131 | 179 | 265 | 334 | 401 | 463 | ||||||
Non-cash (income) expense from collaborative arrangements, net | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Stock-based compensation expense | 2,689 | 3,299 | 5,321 | 5,378 | 7,495 | 7,873 | ||||||
Impairment of advance for COVAXIN supply | 4,074 | 0 | 4,074 | 0 | ||||||||
Loss on disposal of fixed assets related to COVAXIN | 363 | 0 | 363 | 0 | ||||||||
Other | 352 | 0 | 439 | 0 | 379 | (673) | 479 | |||||
Changes in assets and liabilities: | ||||||||||||
Increase (Decrease) in Prepaid Expense and Other Assets | (60) | (575) | 572 | 132 | 132 | 1,888 | ||||||
Accounts payable and accrued expenses | 4,784 | (131) | 8,625 | (2,844) | 10,059 | (6,592) | ||||||
Lease obligations | (125) | (176) | (252) | (265) | (382) | (261) | ||||||
Net cash used in operating activities | (18,240) | (15,066) | (37,046) | (28,863) | (50,752) | (43,165) | (60,079) | |||||
Cash flows from investing activities | ||||||||||||
Purchases of marketable securities | (3,947) | 0 | (3,947) | 0 | (3,947) | 0 | ||||||
Proceeds from maturities of marketable securities | 9,000 | 0 | 17,500 | 0 | 17,500 | 0 | ||||||
Purchases of property and equipment | (1,612) | (223) | (4,389) | (1,589) | (7,754) | (2,433) | ||||||
Repayment of note receivable | 0 | 761 | ||||||||||
Net cash provided by (used in) investing activities | 3,441 | (223) | 9,164 | (1,589) | 5,799 | (1,672) | ||||||
Cash flows from financing activities | ||||||||||||
Proceeds from issuance of common stock | 5,731 | 50,177 | 20,690 | 50,538 | 20,788 | 51,141 | ||||||
Payment of equity issuance costs | (173) | (75) | (222) | (200) | (355) | (298) | ||||||
Proceeds from issuance of debt | 500 | 0 | 500 | 500 | ||||||||
Payments of debt issuance costs | (62) | 0 | (68) | 0 | (68) | (43) | ||||||
Net cash provided by financing activities | 5,496 | 50,102 | 20,900 | 50,338 | 20,865 | 51,300 | ||||||
Effect of changes in exchange rate on cash and cash equivalents | (1) | 0 | (3) | 10 | 2 | 30 | ||||||
Net (decrease) in cash and cash equivalents | (9,304) | 34,813 | (6,985) | 19,896 | (24,086) | 6,493 | ||||||
Cash, cash equivalents, and restricted cash at beginning of period | 70,578 | 68,259 | 77,563 | 115,005 | 129,922 | 95,109 | 77,563 | 95,109 | 77,563 | 95,109 | 77,563 | 95,109 |
Cash and cash equivalents at end of period | 53,477 | 70,578 | 68,259 | 101,602 | 115,005 | 129,922 | 70,578 | 115,005 | 53,477 | 101,602 | 77,563 | |
Supplemental disclosure of non-cash investing and financing transactions: | ||||||||||||
Equity issuance costs | 0 | 71 | 133 | 69 | 0 | 2 | ||||||
Purchase of property and equipment | 1,119 | 611 | 2,637 | 491 | 1,969 | 1,231 | ||||||
Right-of-use assets related to operating leases | 0 | 2,918 | 0 | 2,916 | ||||||||
Debt issuance costs | 0 | 19 | ||||||||||
Adjustment | ||||||||||||
Cash flows from operating activities | ||||||||||||
Net loss | 2,445 | (140) | (828) | (1,991) | (2,011) | (996) | (968) | (3,007) | 1,477 | (4,998) | (5,453) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
Depreciation and amortization expense | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Amortization (accretion) on marketable securities | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Non-cash interest expense | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Non-cash lease expense | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Non-cash (income) expense from collaborative arrangements, net | 1,008 | 996 | 1,392 | 3,007 | (1,134) | 4,856 | 6,603 | |||||
Stock-based compensation expense | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Impairment of advance for COVAXIN supply | 0 | 0 | 0 | 0 | ||||||||
Loss on disposal of fixed assets related to COVAXIN | 0 | 0 | 0 | 0 | ||||||||
Other | 0 | 0 | 0 | 0 | 0 | 0 | (1,150) | |||||
Changes in assets and liabilities: | ||||||||||||
Increase (Decrease) in Prepaid Expense and Other Assets | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Accounts payable and accrued expenses | 180 | 0 | 424 | 0 | 343 | (142) | ||||||
Lease obligations | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Net cash used in operating activities | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Cash flows from investing activities | ||||||||||||
Purchases of marketable securities | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Proceeds from maturities of marketable securities | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Purchases of property and equipment | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Repayment of note receivable | 0 | 0 | ||||||||||
Net cash provided by (used in) investing activities | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Cash flows from financing activities | ||||||||||||
Proceeds from issuance of common stock | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Payment of equity issuance costs | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Proceeds from issuance of debt | 0 | 0 | 0 | 0 | ||||||||
Payments of debt issuance costs | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Net cash provided by financing activities | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Effect of changes in exchange rate on cash and cash equivalents | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Net (decrease) in cash and cash equivalents | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Cash, cash equivalents, and restricted cash at beginning of period | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | $ 0 | 0 |
Cash and cash equivalents at end of period | $ 0 | $ 0 | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | $ 0 | |
Supplemental disclosure of non-cash investing and financing transactions: | ||||||||||||
Equity issuance costs | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Purchase of property and equipment | $ 0 | $ 0 | 0 | 0 | 0 | 0 | ||||||
Right-of-use assets related to operating leases | $ 0 | $ 0 | 0 | 0 | ||||||||
Debt issuance costs | $ 0 | $ 0 |