Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-36554 | |
Entity Registrant Name | Ocular Therapeutix, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-5560161 | |
Entity Address, Address Line One | 15 Crosby Drive | |
Entity Address, City or Town | Bedford | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01730 | |
City Area Code | 781 | |
Local Phone Number | 357-4000 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | OCUL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 154,888,915 | |
Entity Central Index Key | 0001393434 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 482,888 | $ 195,807 |
Accounts receivable, net | 26,546 | 26,179 |
Inventory | 2,574 | 2,305 |
Restricted cash | 150 | 150 |
Prepaid expenses and other current assets | 7,666 | 7,794 |
Total current assets | 519,824 | 232,235 |
Property and equipment, net | 11,450 | 11,739 |
Restricted cash | 1,614 | 1,614 |
Operating lease assets | 6,059 | 6,472 |
Total assets | 538,947 | 252,060 |
Current liabilities: | ||
Accounts payable | 6,453 | 4,389 |
Accrued expenses and other current liabilities | 16,040 | 28,666 |
Deferred revenue | 263 | 255 |
Operating lease liabilities | 1,542 | 1,586 |
Total current liabilities | 24,298 | 34,896 |
Other liabilities: | ||
Operating lease liabilities, net of current portion | 6,407 | 6,878 |
Derivative liabilities | 19,624 | 29,987 |
Deferred revenue, net of current portion | 14,068 | 14,135 |
Notes payable, net | 66,456 | 65,787 |
Other non-current liabilities | 111 | 108 |
Convertible Notes, net | 9,138 | |
Total liabilities | 130,964 | 160,929 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized and no shares issued or outstanding at March 31, 2024 and December 31, 2023, respectively | ||
Common stock, $0.0001 par value; 200,000,000 shares authorized and 154,704,086 and 114,963,193 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 15 | 12 |
Additional paid-in capital | 1,170,394 | 788,697 |
Accumulated deficit | (762,426) | (697,578) |
Total stockholders' equity | 407,983 | 91,131 |
Total liabilities and stockholders' equity | $ 538,947 | $ 252,060 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Condensed Consolidated Balance Sheets | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 154,704,086 | 114,963,193 |
Common stock, shares outstanding | 154,704,086 | 114,963,193 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue: | ||
Total revenue, net | $ 14,774 | $ 13,374 |
Costs and operating expenses: | ||
Cost, Product and Service [Extensible List] | Product revenue, net | Product revenue, net |
Cost of product revenue | $ 1,326 | $ 1,214 |
Research and development | 20,735 | 14,747 |
Selling and marketing | 10,183 | 10,835 |
General and administrative | 14,147 | 9,127 |
Total costs and operating expenses | 46,391 | 35,923 |
Loss from operations | (31,617) | (22,549) |
Other income (expense): | ||
Interest income | 3,922 | 563 |
Interest expense | (4,051) | (1,768) |
Change in fair value of derivative liabilities | (5,152) | (6,563) |
Loss on extinguishment of debt | (27,950) | |
Other expense | (1) | |
Total other income (expense), net | (33,231) | (7,769) |
Net loss | $ (64,848) | $ (30,318) |
Net loss per share, basic (in dollars per share) | $ (0.49) | $ (0.39) |
Weighted average common shares outstanding, basic (in shares) | 132,021,945 | 77,386,287 |
Net loss per share, diluted (in dollars per share) | $ (0.49) | $ (0.39) |
Weighted average common shares outstanding, diluted (in shares) | 132,021,945 | 77,386,287 |
Product revenue, net | ||
Revenue: | ||
Total revenue, net | $ 14,715 | $ 13,214 |
Collaboration revenue | ||
Revenue: | ||
Total revenue, net | $ 59 | $ 160 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (64,848) | $ (30,318) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation expense | 7,978 | 4,572 |
Non-cash interest expense | 1,968 | 1,228 |
Change in fair value of derivative liabilities | 5,152 | 6,563 |
Depreciation and amortization expense | 920 | 483 |
Loss on extinguishment of debt | 27,950 | |
Gain on disposal of property and equipment | (1) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (367) | 201 |
Prepaid expenses and other current assets | 128 | (718) |
Inventory | (269) | (292) |
Accounts payable | 1,693 | 1,025 |
Operating lease assets | 413 | 417 |
Accrued expenses | (14,031) | (2,628) |
Deferred revenue | (59) | (160) |
Operating lease liabilities | (515) | (345) |
Net cash used in operating activities | (33,887) | (19,973) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (255) | (3,379) |
Net cash used in investing activities | (255) | (3,379) |
Cash flows from financing activities: | ||
Proceeds from issuance of short-term bridge loan | 2,000 | |
Proceeds from exercise of stock options | 4,870 | 78 |
Repayment from issuance of short-term bridge loan | (2,000) | |
Proceeds from issuance of common stock and pre-funded warrants upon private placement, net of issuance costs | 316,353 | |
Net cash provided by financing activities | 321,223 | 78 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 287,081 | (23,274) |
Cash, cash equivalents and restricted cash at beginning of period | 197,571 | 104,064 |
Cash, cash equivalents and restricted cash at end of period | 484,652 | 80,790 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 12,967 | 701 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Additions to property and equipment included in accounts payable and accrued expenses | $ 392 | $ 646 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2022 | $ 8 | $ 652,213 | $ (616,842) | $ 35,379 |
Balance, shares at Dec. 31, 2022 | 77,201,819 | |||
Stockholders' Equity (Deficit) | ||||
Issuance of common stock upon exercise of stock options | 78 | 78 | ||
Issuance of common stock upon exercise of stock options, shares | 26,443 | |||
Issuance of common stock upon vesting of restricted stock units (in shares) | 288,376 | |||
Stock-based compensation expense | 4,572 | 4,572 | ||
Net Income (Loss) | (30,318) | (30,318) | ||
Balance at Mar. 31, 2023 | $ 8 | 656,863 | (647,160) | 9,711 |
Balance, shares at Mar. 31, 2023 | 77,516,638 | |||
Balance at Dec. 31, 2023 | $ 12 | 788,697 | (697,578) | 91,131 |
Balance, shares at Dec. 31, 2023 | 114,963,193 | |||
Stockholders' Equity (Deficit) | ||||
Issuance of common stock upon exercise of stock options | 4,870 | 4,870 | ||
Issuance of common stock upon exercise of stock options, shares | 1,025,384 | |||
Issuance of common stock upon vesting of restricted stock units (in shares) | 532,717 | |||
Issuance of common stock and pre-funded warrants upon private placement, net of issuance costs | $ 3 | 316,350 | 316,353 | |
Issuance of common stock and pre-funded warrants upon private placement, net of issuance costs, shares | 32,413,560 | |||
Issuance of common stock in connection with conversion of Convertible Notes | 52,499 | 52,499 | ||
Issuance of common stock in connection with conversion of Convertible Notes, shares | 5,769,232 | |||
Stock-based compensation expense | 7,978 | 7,978 | ||
Net Income (Loss) | (64,848) | (64,848) | ||
Balance at Mar. 31, 2024 | $ 15 | $ 1,170,394 | $ (762,426) | $ 407,983 |
Balance, shares at Mar. 31, 2024 | 154,704,086 |
Nature of the Business
Nature of the Business | 3 Months Ended |
Mar. 31, 2024 | |
Nature of the Business | |
Nature of the Business | 1. Nature of the Business Ocular Therapeutix, Inc. (the “Company”) was incorporated on September 12, 2006 under the laws of the State of Delaware. The Company is a biopharmaceutical company committed to enhancing people’s vision and quality of life through the development and commercialization of innovative therapies for wet age-related macular degeneration, diabetic retinopathy, and other diseases and conditions of the eye. AXPAXLI (axitinib intravitreal implant), the Company’s product candidate for retinal disease, is based on its ELUTYX proprietary bioresorbable hydrogel-based formulation technology. The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations, regulatory approval and compliance, reimbursement, uncertainty of market acceptance of products and the need to obtain additional financing. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization. Approved products will require significant sales, marketing and distribution support. The Company is currently commercializing DEXTENZA (dexamethasone insert) 0.4mg, an intracanalicular insert for the treatment of post-surgical ocular inflammation and pain and for the treatment of ocular itching associated with allergic conjunctivitis, in the United States. The Company’s most advanced product candidate, AXPAXLI, is in Phase 3 clinical development for the treatment of wet age-related macular degeneration; the Company’s other advanced programs and product candidates are in either Phase 1 or Phase 2 clinical development. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval and adequate reimbursement or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapidly changing technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants. The Company may not be able to generate significant revenue from sales of any product for several years, if at all. Accordingly, the Company will need to obtain additional capital to finance its operations. The Company has incurred losses and negative cash flows from operations since its inception, and the Company expects to continue to generate operating losses and negative cash flows from operations in the foreseeable future. As of March 31, 2024, the Company had an accumulated deficit of $762,426. Based on its current operating plan which includes estimates of anticipated cash inflows from product sales and cash outflows from operating expenses and capital expenditures, the Company believes that its existing cash and cash equivalents of $482,888 as of March 31, 2024 will enable it to fund its planned operating expenses, debt service obligations and capital expenditures at least through the next 12 months from the issuance date of these unaudited condensed consolidated financial statements while the Company observes a minimum liquidity covenant of $20,000 in its credit facility (Note 7). The future viability of the Company is dependent on the Company’s ability to generate cash flows from the sales of DEXTENZA and sales of our product candidates, if and as approved, and raise additional capital to finance its operations. The Company will need to finance its operations through public or private securities offerings, debt financings, collaborations, strategic alliances, licensing agreements, royalty agreements, or marketing and distribution agreements. Although the Company has been successful in raising capital in the past, there is no assurance that it will be successful in obtaining such additional financing on terms acceptable to the Company, if at all. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs for product candidates, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements are consistent with those described in Note 2 - Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 11, 2024. The following information updates, and should be read in conjunction with, the significant accounting policies described in Note 2 - Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 11, 2024. Warrants The Company accounts for issued warrants, including pre-funded warrants, as either liability or equity. Warrants are considered liabilities if they are mandatorily redeemable and they require settlement in cash or other assets, or a variable number of shares. Contracts that may require settlement for cash are liabilities, regardless of the probability of the occurrence of the triggering event. If warrants do not otherwise require liability classification, the Company assesses whether the warrants are indexed to its common stock. Liability-classified warrants are measured at fair value on the issuance date and at the end of each reporting period. Any change in the fair value of the warrants after the issuance date is recorded in the consolidated statements of operations as a gain or loss. Equity-classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date. Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of these unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, the measurement and recognition of reserves for variable consideration related to product sales, revenue recognition related to a collaboration agreement that contains multiple promises, the fair value of derivatives, stock-based compensation, and realizability of net deferred tax assets. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from the Company’s estimates. Unaudited Interim Financial Information The balance sheet at December 31, 2023 was derived from the Company’s audited consolidated financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 have been prepared by the Company, pursuant to the rules and regulations of the SEC for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 11, 2024. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of March 31, 2024 and results of operations and cash flows for the three months ended March 31, 2024 and 2023 have been made. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2024. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board and adopted by the Company as of the specified effective date. The Company believes that recently issued accounting pronouncements that are not yet effective will not have a material impact on our consolidated financial statements and disclosures. |
Licensing Agreements and Deferr
Licensing Agreements and Deferred Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Licensing Agreements and Deferred Revenue | |
Licensing Agreements and Deferred Revenue | 3. Licensing Agreements and Deferred Revenue Incept License Agreement (in-licensing) On September 13, 2018, the Company entered into a second amended and restated license agreement with Incept, LLC (“Incept”) to use and develop certain intellectual property (the “Incept License Agreement”). Under the Incept License Agreement, as amended and restated, the Company was granted a worldwide, perpetual, exclusive license to use specific Incept technology to develop and commercialize products that are delivered to or around the human eye for diagnostic, therapeutic or prophylactic purposes relating to ophthalmic diseases or conditions. The Company is obligated to pay low single-digit royalties on net sales of commercial products developed using the licensed technology, commencing with the date of the first commercial sale of such products and until the expiration of the last to expire of the patents covered by the license. The terms and conditions of the Incept License Agreement are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 11, 2024. Royalties paid under this agreement related to product sales (the “Incept Royalties”) were $440 and $417 for the three months ended March 31, 2024 and 2023, respectively. The Incept Royalties have been charged to cost of product revenue. AffaMed License Agreement (out-licensing) On October 29, 2020, the Company entered into a license agreement (“AffaMed License Agreement”) with AffaMed Therapeutic Limited (“AffaMed”) for the development and commercialization of the Company’s DEXTENZA product regarding ocular inflammation and pain following cataract surgery and allergic conjunctivitis and for the Company’s PAXTRAVA product candidate (collectively the “AffaMed Licensed Products”) regarding open-angle glaucoma or ocular hypertension, in each case in mainland China, Taiwan, Hong Kong, Macau, South Korea, and the countries of the Association of Southeast Asian Nations. The Company retains development and commercialization rights for the AffaMed Licensed Products in the rest of the world. The terms and conditions of the AffaMed License Agreement are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 11, 2024. The Company recognized collaboration revenue related to its performance obligation regarding the conduct of a Phase 2 clinical trial of PAXTRAVA (the “Phase 2 Clinical Trial of PAXTRAVA performance obligation”) of $59 and $160 for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the aggregate amount of the transaction price allocated to the partially unsatisfied Phase 2 Clinical Trial of PAXTRAVA performance obligation was $331. This amount is expected to be recognized as this performance obligation is satisfied through June 2025. Deferred revenue activity for the three months ended March 31, 2024 was as follows: Deferred Revenue Deferred revenue at December 31, 2023 $ 14,390 Amounts recognized into revenue (59) Deferred revenue at March 31, 2024 $ 14,331 |
Cash Equivalents and Restricted
Cash Equivalents and Restricted Cash | 3 Months Ended |
Mar. 31, 2024 | |
Cash Equivalents and Restricted Cash | |
Cash Equivalents and Restricted Cash | 4. Cash Equivalents and Restricted Cash The Company’s unaudited condensed consolidated statements of cash flows include restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on such statements. A reconciliation of the cash, cash equivalents, and restricted cash reported within the balance sheets that sum to the total of the same amounts shown in the unaudited condensed consolidated statement of cash flows is as follows: March 31, March 31, 2024 2023 Cash and cash equivalents $ 482,888 $ 79,026 Restricted cash (current) 150 — Restricted cash (non-current) 1,614 1,764 Total cash, cash equivalents and restricted cash as shown on the statements of cash flows $ 484,652 $ 80,790 The Company held restricted cash as security deposits for its real estate leases. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2024 | |
Inventory | |
Inventory | 5. Inventory Inventory consisted of the following: March 31, December 31, 2024 2023 Raw materials $ 329 $ 302 Work-in-process 915 1,012 Finished goods 1,330 991 $ 2,574 $ 2,305 |
Expenses
Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Expenses | |
Expenses | 6. Expenses Accrued expenses and other current liabilities consisted of the following: March 31, December 31, 2024 2023 Accrued rebates and programs $ 5,487 $ 5,117 Accrued payroll and related expenses 5,367 8,156 Accrued professional fees 1,887 691 Accrued other 1,576 1,525 Accrued interest payable on Barings Credit Facility (Note 7) 885 803 Accrued research and development expenses 838 1,488 Accrued interest payable on Convertible Notes (Note 7) — 10,886 $ 16,040 $ 28,666 |
Financial Liabilities
Financial Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Financial Liabilities | |
Financial Liabilities | 7. Financial Liabilities Barings Credit Agreement On August 2, 2023 (the “Closing Date”), the Company entered into a credit and security agreement (the “Barings Credit Agreement”) with Barings Finance LLC (“Barings”), as administrative agent, and the lenders party thereto, providing for a secured term loan facility for the Company (the “Barings Credit Facility”) in the aggregate principal amount of $82,474 (the “Total Credit Facility Amount”). The Company borrowed the full amount of $82,474 at closing and received proceeds of $77,290, after the application of an original issue discount and fees. Indebtedness under the Barings Credit Facility matures on the earlier to occur of (i) the six-year anniversary of the Closing Date and (ii) the date that is 91 days prior to the maturity date for the Company’s Convertible Notes (as defined below). Indebtedness under the Barings Credit Facility incurs interest based on the Secured Overnight Financing Rate (“SOFR”), subject to a minimum 1.50% floor, plus 6.75%. The Company is obligated to make interest payments on its indebtedness under the Barings Credit Facility on a monthly basis, commencing on the Closing Date; to pay annual administration fees; and to pay, on the maturity date, any principal and accrued interest that remains outstanding as of such date. In addition, the Company is obligated to pay a fee in an amount equal to the Total Credit Facility Amount, which amount shall be reduced by the total amount of interest and principal prepayment fees paid under the Barings Credit Agreement (such fee, the “Barings Royalty Fee”). The Company is required to pay the Barings Royalty Fee in installments to Barings, for the benefit of the lenders, on a quarterly basis in an amount equal to three and one-half percent (3.5% ) of the net sales of DEXTENZA occurring during such quarter, subject to the terms, conditions and limitations specified in the Barings Credit Agreement, until the Barings Royalty Fee is paid in full. The Barings Royalty Fee is due and payable upon a change of control of the Company. In the event the Company completes a change of control transaction or a sale of all or substantially all of its assets on or prior to the twelve-month anniversary of the Closing Date, the Barings Royalty Fee is subject to a reduction to an amount that is equal to of the Total Credit Facility Amount, in the event that a signed letter of intent evidencing such transaction was entered into by the Company after the date that is six months, but before the date that is twelve months, after the Closing Date. The Company may, at its option, prepay any or all of the Barings Royalty Fee at any time without penalty. In connection with the Barings Credit Agreement, the Company granted the lenders thereto a first-priority security interest in all assets of the Company, including its intellectual property, subject to certain agreed-upon exceptions. The Barings Credit Agreement includes negative covenants restricting the Company from making payments to the holders of the Convertible Notes, except in connection with a proposed conversion to equity and with respect to certain permitted expenses and requiring the Company to maintain a minimum liquidity amount of The Company determined that the embedded obligation to pay the Barings Royalty Fee (the “Barings Royalty Fee Obligation”) is required to be separated from the Barings Credit Facility and accounted for as a freestanding derivative instrument subject to derivative accounting. The allocation of proceeds to the Barings Royalty Fee Obligation resulted in a discount on the Barings Credit Facility. The Company is amortizing the discount to interest expense over the term of the Barings Credit Facility using the effective interest method. Accrued or paid Barings Royalty Fees are included in the change in fair value of derivative liabilities on the consolidated statements of operations and comprehensive loss (Note 9). A summary of the Barings Credit Facility at March 31, 2024 and December 31, 2023 is as follows: March 31, December 31, 2024 2023 Barings Credit Facility $ 82,474 82,474 Less: unamortized discount (16,018) (16,687) Total $ 66,456 65,787 As of March 31, 2024, the full principal for the Barings Credit Facility of $82,474 was due for repayment in 2029. Convertible Notes On March 1, 2019, the Company issued $37,500 of convertible notes, which accrued interest at an annual rate of 6% of their outstanding principal amount which was payable, along with the principal amount, at maturity unless earlier converted, repurchased or redeemed (as amended the “Convertible Notes”). The terms and conditions of the Convertible Notes are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 11, 2024. The Company determined that the embedded conversion option was required to be separated from the Convertible Notes and accounted for the embedded conversion option as a freestanding derivative instrument subject to derivative accounting (the “Conversion Option Derivative Liability”). On March 28, 2024, the Company issued 5,769,232 shares of its common stock with a total fair value of $52,499 (Note 10) to the holder of the Convertible Notes in connection with the conversion of the principal amount of the Convertible Notes (the “Conversion”) and paid the holder $11,361 for accrued interest. The extinguishment of obligations under the Convertible Notes and the resulting derecognition of the principal of the Convertible Notes ($37,500), the unamortized discount ($27,950), and the Conversion Option Derivative Liability ($15,000), resulted in a net loss of $27,950, which was charged to losses on extinguishment of debt on the unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024. MidCap Credit Agreement The Company entered into a credit and security agreement in 2014 (as amended, the “MidCap Credit Agreement”) establishing a credit facility (the “MidCap Credit Facility”). The terms and conditions of the MidCap Credit Agreement and the MidCap Credit Facility are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 11, 2024. In connection with entering into the Barings Credit Facility, in August 2023 the Company paid MidCap Financial Trust, as administrative agent, and its other lenders an aggregate of $26,157 in satisfaction of the Company’s obligations under the MidCap Credit Facility. In connection with its satisfaction of its obligations, the Company extinguished the MidCap Credit Facility, and all liens and security interests securing the indebtedness under the MidCap Credit Agreement were released. On March 12, 2023, the Company requested, and received, a protective advance of $2,000 under the MidCap Credit Agreement as a short-term bridge loan in response to the closure of Silicon Valley Bank by the California Department of Financial Protection and Innovation. This protective advance was deemed a credit extension. The Company repaid the full principal amount of $2,000 in March 2023. |
Derivative Liability
Derivative Liability | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Liability | |
Derivative Liability | 8. Derivative Liability Barings Credit Agreement The Barings Credit Agreement (Note 7) contains an embedded Royalty Fee Obligation that meets the criteria to be bifurcated and accounted for separately from the Barings Credit Facility (the “Royalty Fee Derivative Liability”). The Royalty Fee Derivative Liability was recorded at fair value upon the entering into the Barings Credit Facility and is subsequently remeasured to fair value at each reporting period. The Royalty Fee Derivative Liability was initially valued and is remeasured using a “with-and-without” method. The “with-and-without” methodology involves valuing the whole instrument on an as-is basis with the embedded Royalty Fee Obligation and then valuing the instrument without the embedded Royalty Fee Obligation. Royalty payments are estimated using a Monte Carlo simulation. Refer to Note 9 for details regarding the determination of fair value. A roll-forward of the Royalty Fee Derivative Liability is as follows: As of Balance at December 31, 2023 $ 12,389 Change in fair value 7,235 Balance at March 31, 2024 $ 19,624 Convertible Notes The Convertible Notes (Note 7), which were extinguished in March 2024, contained the Conversion Option Derivative Liability, an embedded conversion option that meets the criteria to be bifurcated and accounted for separately from the Convertible Notes. The Conversion Option Derivative Liability was recorded at fair value upon the issuance of the Convertible Notes and was subsequently remeasured to fair value at each reporting period. The Conversion Option Derivative Liability was initially valued and was subsequently remeasured using a “with-and-without” method. The “with-and-without” methodology involves valuing the whole instrument on an as-is basis with the embedded conversion option and then valuing the instrument without the embedded conversion option. The difference between the entire instrument with the embedded conversion option compared to the instrument without the embedded conversion option is the fair value of the derivative, recorded as the Conversion Option Derivative Liability. Refer to Note 9 for details regarding the determination of fair value. A roll-forward of the Conversion Option Derivative Liability is as follows: As of Balance at December 31, 2023 $ 17,598 Change in fair value (2,598) Balance at March 28, 2024 15,000 Extinguishment in connection with Conversion (15,000) Balance at March 31, 2024 $ — |
Risks and Fair Value
Risks and Fair Value | 3 Months Ended |
Mar. 31, 2024 | |
Risks and Fair Value | |
Risks and Fair Value | 9. Risks and Fair Value Concentration of Credit Risk and of Significant Suppliers and Customers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company has its cash and cash equivalents balances at two accredited financial institutions, in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on a small number of third-party manufacturers to supply products for research and development activities in its preclinical and clinical programs and for sales of its products. The Company’s development programs as well as revenue from future product sales could be adversely affected by a significant interruption in the supply of any of the components of these products. Three specialty distributor customers accounted for the following percentages of the Company’s total revenue: For the For the Three Months Ended Three Months Ended March 31, March 31, 2024 2023 Customer 1 51 % 52 % Customer 2 20 25 Customer 3 13 13 Three specialty distributor customers accounted for the following percentages of the Company’s accounts receivable, net: As of March 31, December 31, 2024 2023 Customer 1 51 % 50 % Customer 2 24 28 Customer 3 13 11 Change in Fair Value of Derivative Liabilities Other income (expenses) from the change in the fair values of derivative liabilities as presented on the Company’s consolidated statements of operations and comprehensive loss includes the following: For the For the Three Months Ended Three Months Ended March 31, March 31, 2024 2023 Change in the fair value of the Conversion Option Derivative Liability $ 2,598 $ (6,563) Change in the fair value of Royalty Fee Derivative Liability (7,235) — Barings Royalty Fee (515) — Total $ (5,152) $ (6,563) Fair Value of Financial Assets and Liabilities The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 and indicate the level of the fair value hierarchy utilized to determine such fair value: Fair Value Measurements as of March 31, 2024 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 475,764 $ — $ — $ 475,764 Liability: Derivative liability $ — $ — $ 19,624 $ 19,624 Fair Value Measurements as of December 31, 2023 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 187,951 $ — $ — $ 187,951 Liability: Derivative liabilities $ — $ — $ 29,987 $ 29,987 Barings Credit Agreement and Royalty Fee Derivative Liability At March 31, 2024, the Barings Credit Facility, net of the Royalty Fee Derivative Liability, was carried at amortized cost totaling $67,341, comprised of the $66,456 non-current liability (Note 7) and $885 accrued interest (Note 6). The estimated fair value of the Barings Credit Facility, without the Royalty Fee Derivative Liability, was $75,929 at March 31, 2024. At December 31, 2023, the Barings Credit Facility, net of the Royalty Fee Derivative Liability, was carried at amortized cost totaling $66,590 comprised of the $65,787 non-current liability (Note 7) and $803 accrued interest (Note 6). The estimated fair value of the Barings Credit Facility, without the Royalty Fee Derivative Liability, was $72,295 at December 31, 2023. The fair value of the Royalty Fee Derivative Liability is estimated using a Monte Carlo simulation. The use of this approach requires the use of Level 3 unobservable inputs. The main inputs when determining the fair value of the Royalty Fee Derivative Liability are the amount and timing of the expected future revenue of the Company, the estimated volatility of these revenues, and the discount rate corresponding to the risk of revenue. The estimated fair value presented is not necessarily indicative of an amount that could be realized in a current market exchange. The use of alternative inputs and estimation methodologies could have a material effect on these estimates of fair value. The main inputs to valuing the Royalty Fee Derivative Liability are as follows: As of March 31, December 31, 2024 2023 Revenue volatility 70.0 % 67.0 % Revenue discount rate 16.1 % 15.8 % Convertible Notes and Conversion Option Derivative Liability At December 31, 2023, the Convertible Notes, net of the Conversion Option Derivative Liability, were carried at amortized cost totaling $20,024, comprised of the $9,138 non-current liability (Note 7) and $10,886 accrued interest (Note 6). The fair value of the Convertible Notes with and without the conversion option as of December 31, 2023 was estimated using a binomial lattice approach. The use of this approach required the use of Level 3 unobservable inputs. The main input when determining the fair value of the Convertible Notes was the bond yield that pertained to the host instrument without the conversion option. The significant assumption used in determining the bond yield was the market yield movements of a comparable instrument issued as of the valuation date, which was assessed and updated each period. The main input when determining the fair value for disclosure purposes was the bond yield which was updated each period to reflect the yield of a comparable instrument issued as of the valuation date. The fair value of the Conversion Option Derivative Liability immediately before the Conversion was determined based on the intrinsic value of the separated conversion option. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity | |
Equity | 10. Equity On February 21, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional accredited investors (the “Investors”), pursuant to which the Company issued and sold to the Investors in a private placement an aggregate of 32,413,560 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), at a price of $7.52 per share, and, to certain Investors in lieu of Shares, pre-funded warrants to purchase 10,805,957 shares of the Company’s common stock (the “Pre-Funded Warrants”), at a price of $7.519 per Pre-Funded Warrant (the “2024 Private Placement”). Each Pre-Funded Warrant issued in the 2024 Private Placement has an exercise price of $0.001 per share, is currently exercisable and will remain exercisable until the Pre-Funded Warrant is exercised in full. The 2024 Private Placement closed on February 26, 2024. The Company received total net proceeds from the 2024 Private Placement of approximately $316,353 after deducting placement agent fees and offering expenses. The Company accounts for the Pre-Funded Warrants as a component of permanent equity. In connection with entering into the Securities Purchase Agreement, also on February 21, 2024, the Company entered into a registration rights agreement with the Investors, pursuant to which the Company agreed to register for resale the Shares and the shares of the Company’s common stock issuable upon exercise of the Pre-Funded Warrants (together with the Shares, the “Registrable Securities”). The Company filed a registration statement regarding the Registrable Securities on Form S-3 with the SEC on March 25, 2024. On March 28, 2024, the Company issued 5,769,232 shares of its common stock to the holder of the Convertible Notes in connection with the Conversion. The newly issued shares of common stock were valued at fair value, being the closing price of the Company’s common stock on that day, and resulted in an increase in additional paid-in capital of $52,499. On August 9, 2021, the Company and Jefferies LLC (“Jefferies”) entered into an Open Market Sale Agreement (the “2021 Sales Agreement”) under which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $100,000 from time to time through Jefferies, acting as agent. The Company did not offer or sell shares of its common stock under the 2021 Sales Agreement during the three months ended March 31, 2024 and 2023, respectively. |
Stock-Based Awards
Stock-Based Awards | 3 Months Ended |
Mar. 31, 2024 | |
Stock-Based Awards | |
Stock-Based Awards | 11. Stock-Based Awards For the three months ended March 31, 2024, the Company had three stock-based compensation plans under which it was able to grant stock-based awards, the 2021 Stock Incentive Plan, as amended (the “2021 Plan”), the 2019 Inducement Stock Incentive Plan, as amended (the “2019 Inducement Plan”), and the 2014 Employee Stock Purchase Plan (the “ESPP”) (collectively, the “Stock Plans”). The terms and conditions of the Stock Plans are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 11, 2024. On February 20, 2024, the Company’s board of directors amended the 2019 Inducement Plan to increase the aggregate number of shares issuable thereunder from 1,054,000 to 3,804,000 shares of common stock. On January 1, 2024, the number of shares available for issuance under the ESPP increased from 398,784 to 606,186. During the three months ended March 31, 2024, the Company granted options to purchase 5,817,746 shares of common stock at a weighted exercise price of $7.29 per share. Of these, options to purchase 4,290,727 shares of common stock were granted under the 2021 Plan, and options to purchase 1,527,019 shares of common stock were granted under the 2019 Inducement Plan. During the three months ended March 31, 2024, the Company granted 2,278,416 restricted stock units (“RSUs”). Of these, 1,343,137 RSUs were granted under the 2021 Plan, and 935,279 RSUs were granted under the 2019 Inducement Plan. Each RSU is settleable for one share of common stock upon vesting. During the three months ended March 31, 2024, 308,681 stock options and 119,604 RSUs expired or were forfeited. As of March 31, 2024, 994,099, 819,077, and 606,186 shares of common stock remained available for issuance under the 2021 Plan, the 2019 Inducement Plan, and the ESPP, respectively. The Company recorded stock-based compensation expense related to stock options and RSUs in the following expense categories of its unaudited condensed consolidated statements of operations and comprehensive loss: Three Months Ended March 31, 2024 2023 Research and development $ 1,453 $ 1,141 Selling and marketing 837 1,043 General and administrative 5,688 2,388 $ 7,978 $ 4,572 As of March 31, 2024, the Company had an aggregate of $52,872 of unrecognized stock-based compensation cost, which is expected to be recognized over a weighted average period of 3.1 years. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Taxes | |
Income Taxes | 12. Income Taxes The Company did not provide for any income taxes in its unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2024 and 2023, respectively. The Company has provided a valuation allowance for the full amount of its net deferred tax assets because, at March 31, 2024 and December 31, 2023, it was more likely than not that any future benefit from deductible temporary differences and net operating loss and tax credit carryforwards would not be realized. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Net Loss Per Share | |
Net Loss Per Share | 13. Net Loss Per Share Basic net loss per share was calculated as follows for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Numerator: Net loss attributable to common stockholders $ (64,848) $ (30,318) Denominator: Weighted average common shares outstanding, basic 132,021,945 77,386,287 Net loss per share - basic $ (0.49) $ (0.39) For the three months ended March 31, 2024 and 2023, respectively, there was no dilutive impact from potentially issuable common shares, therefore, diluted net loss per share was the same as basic net loss per share. As of March 31, 2024, the Pre-Funded Warrants (Note 10) are included in the calculation of basic and diluted net loss per share. The Company excluded the following potentially issuable common shares, outstanding as of March 31, 2024 and 2023, respectively, from the computation of diluted net loss per share for the three months ended March 31, 2024 and 2023, respectively, because they had an anti-dilutive impact. Three Months Ended March 31, 2024 2023 Options to purchase common stock 20,660,472 16,546,260 Restricted stock units 3,253,436 1,708,741 Shares issuable in connection with conversion of Convertible Notes, if converted — 5,769,232 23,913,908 24,024,233 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 14. Commitments and Contingencies Indemnification Agreements In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend indemnified parties for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. To date, the Company has not incurred any material costs as a result of such indemnifications. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions | |
Related Party Transactions | 15. Related Party Transactions The Company has engaged Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”) to provide certain legal services to the Company. Christopher White, who served as the Company’s Chief Business Officer until March 6, 2024, is the brother of a partner at WilmerHale who has not participated in providing legal services to the Company. The Company incurred fees for legal services rendered by WilmerHale of approximately $1,080 and $394 for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, there was $0 and $298 recorded in accounts payable for WilmerHale. As of March 31, 2024 and December 31, 2023, there was $1,014 and $0 recorded in accrued expenses for WilmerHale. The Company has engaged Heier Consulting, LLC (“Heier Consulting”), an entity affiliated with Jeffrey Heier, M.D. a former member of the Company’s Board of Directors and the Company’s current Chief Scientific Officer, to provide advice or expertise on one or more of the Company’s development-stage drug or medical device products relating to retinal diseases or conditions under a consultant agreement. On February 21, 2024, the Company entered into an employment agreement with Dr. Heier (the “Heier Employment Agreement”) under which Dr. Heier agreed to serve as Chief Scientific Officer of the Company on a part-time basis, working 50% of a full-time schedule. In connection with entering into the Heier Employment Agreement, the Heier Consulting Agreement was terminated. In addition, in connection with his commencement of employment, Dr. Heier resigned from the Company’s board of directors, effective February 21, 2024. Compensation for the consulting services was in the form of cash and stock-based awards. The total grant date fair value of stock-based awards granted to Dr. Heier was $96, which was recognized to expense on a straight-line basis over the respective vesting periods. The Company incurred cash-based fees for services rendered by Heier Consulting of approximately $5 and $2 for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, there was $0 and $6 recorded in accounts payable for Heier Consulting. As of March 31, 2024 and December 31, 2023, there was $5 and $0 recorded in accrued expenses for Heier Consulting. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
Subsequent Events | 16. Subsequent Events On April 16, 2024, the board of directors of the Company amended the Company’s 2019 Inducement Plan, as amended, to increase the aggregate number of shares issuable thereunder from 3,804,000 to 4,804,000 shares of common stock. On May 1, 2024 the Company executed a separation and release of claims agreement (the “Separation Agreement”) with Antony Mattessich, who served as the Company’s President and Chief Executive Officer until April 14, 2024. In accordance with the terms of his employment agreement and subject to the Separation Agreement becoming effective, Mr. Mattessich is entitled to receive, among other consideration, (i) twenty-four (24) months of pay at his most recent base salary rate; (ii) the acceleration of any equity awards (including for any stock options and restricted stock units) held by him that vest solely based on his continued performance of services to the Company, so such equity awards become vested, exercisable and nonforfeitable with respect to the portion of such equity awards that would otherwise have vested, become exercisable or become nonforfeitable as of May 2, 2026; and (iii) a period of 24 months to exercise stock option awards, subject to the terms of the stock incentive plans under which such options have been granted and the final exercise dates under the stock option agreements evidencing the grant of such stock options. The Company cannot make an estimate of the impact of the Separation Agreement on its consolidated financial statements at this time. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements are consistent with those described in Note 2 - Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 11, 2024. The following information updates, and should be read in conjunction with, the significant accounting policies described in Note 2 - Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 11, 2024. |
Warrants | Warrants The Company accounts for issued warrants, including pre-funded warrants, as either liability or equity. Warrants are considered liabilities if they are mandatorily redeemable and they require settlement in cash or other assets, or a variable number of shares. Contracts that may require settlement for cash are liabilities, regardless of the probability of the occurrence of the triggering event. If warrants do not otherwise require liability classification, the Company assesses whether the warrants are indexed to its common stock. Liability-classified warrants are measured at fair value on the issuance date and at the end of each reporting period. Any change in the fair value of the warrants after the issuance date is recorded in the consolidated statements of operations as a gain or loss. Equity-classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date. |
Use of Estimates | Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of these unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions reflected in these unaudited condensed consolidated financial statements include, but are not limited to, the measurement and recognition of reserves for variable consideration related to product sales, revenue recognition related to a collaboration agreement that contains multiple promises, the fair value of derivatives, stock-based compensation, and realizability of net deferred tax assets. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from the Company’s estimates. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The balance sheet at December 31, 2023 was derived from the Company’s audited consolidated financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 have been prepared by the Company, pursuant to the rules and regulations of the SEC for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 11, 2024. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of March 31, 2024 and results of operations and cash flows for the three months ended March 31, 2024 and 2023 have been made. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2024. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board and adopted by the Company as of the specified effective date. The Company believes that recently issued accounting pronouncements that are not yet effective will not have a material impact on our consolidated financial statements and disclosures. |
Licensing Agreements and Defe_2
Licensing Agreements and Deferred Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Licensing Agreements and Deferred Revenue | |
Schedule of deferred revenue | Deferred Revenue Deferred revenue at December 31, 2023 $ 14,390 Amounts recognized into revenue (59) Deferred revenue at March 31, 2024 $ 14,331 |
Cash Equivalents and Restrict_2
Cash Equivalents and Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Cash Equivalents and Restricted Cash | |
Reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet to the total amounts shown in the statement of cash flows | March 31, March 31, 2024 2023 Cash and cash equivalents $ 482,888 $ 79,026 Restricted cash (current) 150 — Restricted cash (non-current) 1,614 1,764 Total cash, cash equivalents and restricted cash as shown on the statements of cash flows $ 484,652 $ 80,790 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory | |
Components of inventory | March 31, December 31, 2024 2023 Raw materials $ 329 $ 302 Work-in-process 915 1,012 Finished goods 1,330 991 $ 2,574 $ 2,305 |
Expenses (Tables)
Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Expenses | |
Schedule of accrued expenses | March 31, December 31, 2024 2023 Accrued rebates and programs $ 5,487 $ 5,117 Accrued payroll and related expenses 5,367 8,156 Accrued professional fees 1,887 691 Accrued other 1,576 1,525 Accrued interest payable on Barings Credit Facility (Note 7) 885 803 Accrued research and development expenses 838 1,488 Accrued interest payable on Convertible Notes (Note 7) — 10,886 $ 16,040 $ 28,666 |
Financial Liabilities (Tables)
Financial Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Barings Credit Facility | |
Debt Instrument [Line Items] | |
Summary of debt | March 31, December 31, 2024 2023 Barings Credit Facility $ 82,474 82,474 Less: unamortized discount (16,018) (16,687) Total $ 66,456 65,787 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Convertible Notes | |
Financial Liabilities | |
Summary of roll-forward of the derivative liability | As of Balance at December 31, 2023 $ 17,598 Change in fair value (2,598) Balance at March 28, 2024 15,000 Extinguishment in connection with Conversion (15,000) Balance at March 31, 2024 $ — |
Barings Credit Facility | |
Financial Liabilities | |
Summary of roll-forward of the derivative liability | As of Balance at December 31, 2023 $ 12,389 Change in fair value 7,235 Balance at March 31, 2024 $ 19,624 |
Risks and Fair Value (Tables)
Risks and Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Risks and Fair Value | |
Summary of Concentration of Credit Risk and of Significant Suppliers and Customers | For the For the Three Months Ended Three Months Ended March 31, March 31, 2024 2023 Customer 1 51 % 52 % Customer 2 20 25 Customer 3 13 13 As of March 31, December 31, 2024 2023 Customer 1 51 % 50 % Customer 2 24 28 Customer 3 13 11 |
Schedule of change in fair value of derivative liabilities | For the For the Three Months Ended Three Months Ended March 31, March 31, 2024 2023 Change in the fair value of the Conversion Option Derivative Liability $ 2,598 $ (6,563) Change in the fair value of Royalty Fee Derivative Liability (7,235) — Barings Royalty Fee (515) — Total $ (5,152) $ (6,563) |
Schedule of assets and liabilities measured at fair Value on recurring basis | Fair Value Measurements as of March 31, 2024 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 475,764 $ — $ — $ 475,764 Liability: Derivative liability $ — $ — $ 19,624 $ 19,624 Fair Value Measurements as of December 31, 2023 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 187,951 $ — $ — $ 187,951 Liability: Derivative liabilities $ — $ — $ 29,987 $ 29,987 |
Royalty Fee Derivative Liability | |
Risks and Fair Value | |
Schedule of main inputs to valuing the Derivative Liability | As of March 31, December 31, 2024 2023 Revenue volatility 70.0 % 67.0 % Revenue discount rate 16.1 % 15.8 % |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stock-Based Awards | |
Schedule of stock-based compensation expense related to stock options | Three Months Ended March 31, 2024 2023 Research and development $ 1,453 $ 1,141 Selling and marketing 837 1,043 General and administrative 5,688 2,388 $ 7,978 $ 4,572 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Net Loss Per Share | |
Schedule of basic net loss income per share attributable to common stockholders | Three Months Ended March 31, 2024 2023 Numerator: Net loss attributable to common stockholders $ (64,848) $ (30,318) Denominator: Weighted average common shares outstanding, basic 132,021,945 77,386,287 Net loss per share - basic $ (0.49) $ (0.39) |
Schedule of antidilutive securities, excluded from computation of diluted net loss per share | Three Months Ended March 31, 2024 2023 Options to purchase common stock 20,660,472 16,546,260 Restricted stock units 3,253,436 1,708,741 Shares issuable in connection with conversion of Convertible Notes, if converted — 5,769,232 23,913,908 24,024,233 |
Nature of the Business and (Det
Nature of the Business and (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Aug. 02, 2023 | Mar. 31, 2023 |
Nature of Business | ||||
Accumulated deficit | $ 762,426 | $ 697,578 | ||
Cash and cash equivalents | 482,888 | $ 195,807 | $ 79,026 | |
Barings Credit Facility | ||||
Nature of Business | ||||
Debt Instrument, covenants, minimum liquidity requirement | $ 20,000 | $ 20,000 |
Licensing Agreements and Defe_3
Licensing Agreements and Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Collaboration Agreement | ||
Revenue recognized | $ 14,774 | $ 13,374 |
Total deferred revenue: | ||
Deferred revenue, beginning balance | 14,390 | |
Amounts recognized into revenue | (59) | |
Deferred revenue, ending balance | 14,331 | |
Incept | ||
Collaboration Agreement | ||
Royalties paid | 440 | 417 |
License Agreement | AffaMed | OTX-TIC Product | ||
Collaboration Agreement | ||
Revenue recognized | 59 | $ 160 |
Transaction price allocated to performance obligations partially unsatisfied | $ 331 |
Cash Equivalents and Restrict_3
Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Cash Equivalents and Restricted Cash | ||||
Cash and cash equivalents | $ 482,888 | $ 195,807 | $ 79,026 | |
Restricted cash (current) | 150 | |||
Restricted cash (non-current) | 1,614 | 1,764 | ||
Total cash, cash equivalents and restricted cash as shown on the statements of cash flows | $ 484,652 | $ 197,571 | $ 80,790 | $ 104,064 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory | ||
Raw materials | $ 329 | $ 302 |
Work-in-process | 915 | 1,012 |
Finished goods | 1,330 | 991 |
Total inventory | $ 2,574 | $ 2,305 |
Expenses - Summary (Details)
Expenses - Summary (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Expenses | ||
Accrued rebates and programs | $ 5,487 | $ 5,117 |
Accrued payroll and related expenses | 5,367 | 8,156 |
Accrued professional fees | 1,887 | 691 |
Accrued other | 1,576 | 1,525 |
Accrued interest payable on Barings Credit Facility (Note 7) | 885 | 803 |
Accrued research and development expenses | 838 | 1,488 |
Accrued interest payable on Convertible Notes (Note 7) | 10,886 | |
Total | $ 16,040 | $ 28,666 |
Financial Liabilities - Barings
Financial Liabilities - Barings Credit Agreement - Terms (Details) - Barings Credit Facility - USD ($) $ in Thousands | Aug. 02, 2023 | Mar. 31, 2024 |
Financial Liabilities | ||
Borrowing capacity under the agreement | $ 82,474 | |
Principal amount of debt issued | 82,474 | |
Proceeds from issuance of debt, net | $ 77,290 | |
Royalty fees payable as percentage of net sales. | 3.50% | |
Minimum liquidity amount | $ 20,000 | $ 20,000 |
SOFR-based rate | ||
Financial Liabilities | ||
Interest rate floor (as a percent) | 1.50% | |
Basis spread (as a percent) | 6.75% | |
Change of control, Entered After Six Months, but Before Twelve Months, After Closing Date. | ||
Financial Liabilities | ||
Royalty fees payable reduction , percentage of total credit facility amount. | 30% |
Financial Liabilities - Barin_2
Financial Liabilities - Barings Credit Agreement - Summary (Details) - Barings Credit Facility - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Credit Agreement | ||
Debt instrument carrying amount | $ 82,474 | $ 82,474 |
Less: unamortized discount | (16,018) | (16,687) |
Total | 66,456 | $ 65,787 |
Due for repayment in 2029 | $ 82,474 |
Financial Liabilities - Convert
Financial Liabilities - Convertible Notes, Terms (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Mar. 28, 2024 | Mar. 31, 2024 | Mar. 31, 2024 | Mar. 01, 2019 | |
Financial Liabilities | ||||
Loss on extinguishment of debt | $ (27,950) | |||
Convertible Notes | ||||
Financial Liabilities | ||||
Principal amount of debt issued | $ 37,500 | |||
Interest rate (as a percent) | 6% | |||
Conversion shares common stock | 5,769,232 | 5,769,232 | ||
Total fair value amount | $ 52,499 | |||
Accrued interest | 11,361 | |||
Conversion of debt, derecognition of principal | (37,500) | |||
Conversion of debt, unamortized discount | (27,950) | |||
Conversion of debt, conversion option derivative liability | $ (15,000) | |||
Loss on extinguishment of debt | $ (27,950) |
Financial Liabilities - MidCap
Financial Liabilities - MidCap Credit Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Mar. 12, 2023 | Aug. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2023 | |
Financial Liabilities | ||||
Proceeds From Issuance of Protective Advance | $ 2,000 | |||
Repayment of Protective Advance | $ 2,000 | |||
MidCap Credit Facility | ||||
Financial Liabilities | ||||
Proceeds From Issuance of Protective Advance | $ 2,000 | |||
Repayment of Protective Advance | $ 2,000 | |||
Repayment of debt | $ 26,157 |
Derivative Liability - Liabilit
Derivative Liability - Liability roll forward (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2024 | Mar. 28, 2024 | |
Royalty Fee Derivative Liability | |||
Derivative Liability Roll forward | |||
Beginning Balance | $ 12,389 | $ 12,389 | |
Change in fair value | 7,235 | ||
Ending Balance | $ 19,624 | $ 19,624 | |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative Liability, Noncurrent | Derivative Liability, Noncurrent | |
Conversion Option Derivative Liability | |||
Derivative Liability Roll forward | |||
Beginning Balance | $ 15,000 | $ 17,598 | 17,598 |
Change in fair value | (2,598) | ||
Extinguishment upon Conversion | $ (15,000) | ||
Ending Balance | $ 15,000 | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative Liability, Noncurrent | Derivative Liability, Noncurrent | Derivative Liability, Noncurrent |
Risks and Fair Value - Concentr
Risks and Fair Value - Concentration of Credit Risk (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 customer item | Mar. 31, 2023 customer | Dec. 31, 2023 customer | |
Concentration risk | |||
Number Of financial institutions | item | 2 | ||
Total revenue | Customer | |||
Concentration risk | |||
Number of major customers | 3 | 3 | |
Total revenue | Customer | Customer one | |||
Concentration risk | |||
Concentration risk | 51% | 52% | |
Total revenue | Customer | Customer two | |||
Concentration risk | |||
Concentration risk | 20% | 25% | |
Total revenue | Customer | Customer three | |||
Concentration risk | |||
Concentration risk | 13% | 13% | |
Accounts receivable | Customer | |||
Concentration risk | |||
Number of major customers | 3 | 3 | |
Accounts receivable | Customer | Customer one | |||
Concentration risk | |||
Concentration risk | 51% | 50% | |
Accounts receivable | Customer | Customer two | |||
Concentration risk | |||
Concentration risk | 24% | 28% | |
Accounts receivable | Customer | Customer three | |||
Concentration risk | |||
Concentration risk | 13% | 11% |
Risks and Fair Value - Change i
Risks and Fair Value - Change in Fair Value of Derivative Labilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Change in Fair Value of Derivative Liabilities | ||
Barings Royalty Fees | $ (515) | |
Total | (5,152) | $ (6,563) |
Conversion Option Derivative Liability | ||
Change in Fair Value of Derivative Liabilities | ||
Change in fair value of derivative liability | $ 2,598 | $ (6,563) |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Total | Total |
Royalty Fee Derivative Liability | ||
Change in Fair Value of Derivative Liabilities | ||
Change in fair value of derivative liability | $ (7,235) | |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Total | Total |
Risks and Fair Value - Fair Val
Risks and Fair Value - Fair Value Measurement (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Liability: | ||
Notes Payable, Noncurrent | $ 66,456,000 | $ 65,787,000 |
Non-current liability | 9,138,000 | |
Barings Credit Facility | ||
Liability: | ||
Notes payable, amortized cost, including accrued interest | 67,341,000 | 66,590,000 |
Notes Payable, Noncurrent | 66,456,000 | 65,787,000 |
Accrued interest payable on Convertible Notes | 885,000 | 803,000 |
Estimated fair value | 75,929 | 72,295,000 |
Debt instrument carrying amount | 82,474,000 | 82,474,000 |
Convertible Notes | ||
Liability: | ||
Accrued interest payable on Convertible Notes | 10,886,000 | |
Debt instrument carrying amount | 20,024,000 | |
Non-current liability | 9,138,000 | |
Recurring Basis | ||
Liability: | ||
Derivative liabilities | $ 19,624,000 | $ 29,987,000 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative Liability, Noncurrent | Derivative Liability, Noncurrent |
Money Market Funds | Recurring Basis | ||
Assets: | ||
Cash equivalents | $ 475,764,000 | $ 187,951,000 |
Level 1 | Money Market Funds | Recurring Basis | ||
Assets: | ||
Cash equivalents | 475,764,000 | 187,951,000 |
Level 3 | Recurring Basis | ||
Liability: | ||
Derivative liabilities | $ 19,624,000 | $ 29,987,000 |
Risks and Fair Value - The main
Risks and Fair Value - The main inputs to valuing the Royalty Fee Derivative Liability (Details) - Royalty Fee Derivative Liability [Member] - Level 3 | Mar. 31, 2024 | Dec. 31, 2023 |
Revenue volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.700 | 0.670 |
Revenue discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.161 | 0.158 |
Equity (Details)
Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Mar. 28, 2024 | Feb. 26, 2024 | Feb. 21, 2024 | Aug. 09, 2021 | Mar. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Class of Stock [Line Items] | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Valued at the closing price | $ 52,499,000 | |||||||
Convertible Notes | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion shares common stock | 5,769,232 | 5,769,232 | ||||||
Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued | 32,413,560 | |||||||
Conversion shares common stock | 5,769,232 | |||||||
Additional Paid-in Capital | ||||||||
Class of Stock [Line Items] | ||||||||
Valued at the closing price | $ 52,499,000 | |||||||
Additional Paid-in Capital | Convertible Notes | ||||||||
Class of Stock [Line Items] | ||||||||
Valued at the closing price | $ 52,499,000 | |||||||
Securities Purchase Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued | 32,413,560 | |||||||
Common stock, par value | $ 0.0001 | |||||||
Common stock, price per share | $ 7.52 | |||||||
Securities Purchase Agreement | Pre-Funded Warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares callable by warrants | 10,805,957 | |||||||
Offering price of warrants | $ 7.519 | |||||||
Weighted average exercise price to purchase common stock | $ 0.001 | |||||||
Private Placement | ||||||||
Class of Stock [Line Items] | ||||||||
Gross proceeds from private placement | $ 316,353 | |||||||
2021 Sales Agreement | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued | 0 | 0 | ||||||
Maximum aggregate proceeds from offering | $ 100,000,000 |
Stock-Based Awards - Additional
Stock-Based Awards - Additional Information (Details) | 3 Months Ended | ||||
Mar. 31, 2024 item $ / shares shares | Feb. 20, 2024 shares | Feb. 19, 2024 shares | Jan. 01, 2024 shares | Dec. 31, 2023 shares | |
Stock-Based Awards | |||||
Number of stock based compensation plans | item | 3 | ||||
Common Stock | |||||
Stock-Based Awards | |||||
Issuance of common stock and pre-funded warrants upon private placement, net of issuance costs, shares | 32,413,560 | ||||
2021 Stock Incentive Plan and 2019 Inducement Plan | Common Stock | |||||
Stock-Based Awards | |||||
Shares issuable under options, granted (in shares) | 5,817,746 | ||||
Exercise price (in dollars per share) | $ / shares | $ 7.29 | ||||
2021 Incentive Plan | |||||
Stock-Based Awards | |||||
Number of shares of common stock available for issuance | 994,099 | ||||
2021 Incentive Plan | Common Stock | |||||
Stock-Based Awards | |||||
Shares issuable under options, granted (in shares) | 4,290,727 | ||||
2019 Inducement Plan | |||||
Stock-Based Awards | |||||
Number of shares of common stock authorized for issuance | 3,804,000 | 1,054,000 | |||
Number of shares of common stock available for issuance | 819,077 | ||||
2019 Inducement Plan | Common Stock | |||||
Stock-Based Awards | |||||
Shares issuable under options, granted (in shares) | 1,527,019 | ||||
2014 Employee Stock Purchase Plan | |||||
Stock-Based Awards | |||||
Number of shares of common stock authorized for issuance | 606,186 | 398,784 | |||
Number of shares of common stock available for issuance | 606,186 | ||||
Restricted Stock Units (RSUs) | |||||
Stock-Based Awards | |||||
Granted (in shares) | 2,278,416 | ||||
Number of RSU is equivalent to common share | 1 | ||||
Stock-based awards expired or forfeited (in shares) | 119,604 | ||||
Restricted Stock Units (RSUs) | 2021 Incentive Plan | |||||
Stock-Based Awards | |||||
Granted (in shares) | 1,343,137 | ||||
Restricted Stock Units (RSUs) | 2019 Inducement Plan | |||||
Stock-Based Awards | |||||
Granted (in shares) | 935,279 | ||||
Employee Stock Option | |||||
Stock-Based Awards | |||||
Stock-based awards expired or forfeited (in shares) | 308,681 |
Stock-Based Awards - Stock-Base
Stock-Based Awards - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock-Based Awards | ||
Stock-based compensation expense | $ 7,978 | $ 4,572 |
Unrecognized stock-based compensation cost | $ 52,872 | |
Weighted average period of unrecognized stock-based compensation cost expected to be recognized | 3 years 1 month 6 days | |
Research and development expense | ||
Stock-Based Awards | ||
Stock-based compensation expense | $ 1,453 | 1,141 |
Selling and marketing expense | ||
Stock-Based Awards | ||
Stock-based compensation expense | 837 | 1,043 |
General and administrative expense | ||
Stock-Based Awards | ||
Stock-based compensation expense | $ 5,688 | $ 2,388 |
Net Loss Per Share - Basic (Det
Net Loss Per Share - Basic (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Basic net loss per share attributable to common stockholders | ||
Net loss attributable to common stockholders | $ (64,848) | $ (30,318) |
Weighted average common shares outstanding, basic (in shares) | 132,021,945 | 77,386,287 |
Net loss per share, basic (in dollars per share) | $ (0.49) | $ (0.39) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Antidilutive Securities, Excluded from Computation of Diluted Net Loss per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net Loss Per Share | ||
Dilutive impact from potentially issuable common shares | $ 0 | $ 0 |
Total common stock equivalents | 23,913,908 | 24,024,233 |
Options to purchase common stock | ||
Net Loss Per Share | ||
Total common stock equivalents | 20,660,472 | 16,546,260 |
Restricted stock units | ||
Net Loss Per Share | ||
Total common stock equivalents | 3,253,436 | 1,708,741 |
Shares issuable upon conversion of Convertible Notes, if converted | ||
Net Loss Per Share | ||
Total common stock equivalents | 5,769,232 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transactions | |||
Accounts payable | $ 6,453 | $ 4,389 | |
Accrued expenses | 16,040 | 28,666 | |
WilmerHale | Chief Business Officer | |||
Related Party Transactions | |||
Expenses incurred | 1,080 | $ 394 | |
Accounts payable | 0 | 298 | |
Accrued expenses | 1,014 | 0 | |
Heier Consulting LLC | Related Party | |||
Related Party Transactions | |||
Expenses incurred | 5 | $ 2 | |
Accounts payable | 0 | 6 | |
Accrued expenses | $ 5 | $ 0 | |
Total grant date fair value of stock-based awards granted | $ 96 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | May 01, 2024 | Apr. 16, 2024 | Apr. 15, 2024 | Feb. 20, 2024 | Feb. 19, 2024 |
2019 Inducement Plan | |||||
Subsequent Events | |||||
Number of shares of common stock authorized for issuance | 3,804,000 | 1,054,000 | |||
Subsequent Event | Separation Agreement | |||||
Subsequent Events | |||||
Base salary rate term | 24 months | ||||
Excercise equity awards term | 24 months | ||||
Subsequent Event | 2019 Inducement Plan | |||||
Subsequent Events | |||||
Number of shares of common stock authorized for issuance | 4,804,000 | 3,804,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (64,848) | $ (30,318) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Name (Title) Action Taken (Date of Action) Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities Pravin U. Dugel Adoption (February 21, 2024) Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all equity awards that have or may be granted Sale Until final settlement of any covered RSUs Indeterminable (1) Antony Mattessich (President and Chief Executive Officer until April 14, 2024) Adoption (March 14, 2024) Rule 10b5-1 trading arrangement for sale of vested stock options Sale September 15, 2026, or such earlier date upon which all transactions are completed or expire without execution Up to 969,370 Sanjay Nayak (Chief Strategy Officer) Adoption (February 21, 2024) Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all equity awards that have or may be granted Sale Until final settlement of any covered RSUs Indeterminable (1) Donald Notman (Chief Financial Officer) Adoption (March 15, 2024) Rule 10b5-1 trading arrangement for sale of vested stock options Sale March 15, 2025, or such earlier date upon which all transactions are completed or expire without execution Up to 125,000 Philip C. Strassburger (General Counsel) Adoption (March 14, 2024) Rule 10b5-1 trading arrangement for sale of vested stock options and shares of common stock Sale December 31, 2024, or such earlier date upon which all transactions are completed or expire without execution Up to 69,118 |
Pravin U. Dugel | |
Trading Arrangements, by Individual | |
Name | Pravin U. Dugel |
Title | President and Chief Executive Officer, Executive Chairman |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | February 21, 2024 |
Antony Mattessich | |
Trading Arrangements, by Individual | |
Name | Antony Mattessich |
Title | President and Chief Executive Officer until April 14, 2024 |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | March 14, 2024 |
Aggregate Available | 969,370 |
Trd Arr Expiration Date | Sep. 15, 2026 |
Sanjay Nayak | |
Trading Arrangements, by Individual | |
Name | Sanjay Nayak |
Title | Chief Strategy Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | February 21, 2024 |
Donald Notman | |
Trading Arrangements, by Individual | |
Name | Donald Notman |
Title | Chief Financial Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | March 15, 2024 |
Aggregate Available | 125,000 |
Trd Arr Expiration Date | Mar. 15, 2025 |
Philip C. Strassburger | |
Trading Arrangements, by Individual | |
Name | Philip C. Strassburger |
Title | General Counsel |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | March 14, 2024 |
Aggregate Available | 69,118 |
Trd Arr Expiration Date | Dec. 31, 2024 |