Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
Cover [Abstract] | ||
Entity Registrant Name | TRACON Pharmaceuticals, Inc. | |
Entity Central Index Key | 0001394319 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2024 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 2,679,035 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | TCON | |
Entity Shell Company | false | |
Entity File Number | 001-36818 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 34-2037594 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Address, Address Line One | 4350 La Jolla Village Drive | |
Entity Address, Address Line Two | Suite 800 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92122 | |
City Area Code | 858 | |
Local Phone Number | 550-0780 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 7,891 | $ 8,564 |
Prepaid and other assets | 511 | 526 |
Total current assets | 8,402 | 9,090 |
Property and equipment, net | 33 | 37 |
Restricted cash | 73 | 73 |
Other assets | 847 | 905 |
Total assets | 9,355 | 10,105 |
Current liabilities: | ||
Accounts payable | 2,681 | 2,544 |
Accrued expenses | 7,355 | 7,211 |
Accrued compensation and related expenses | 414 | 427 |
Total current liabilities | 10,450 | 10,182 |
Other long-term liabilities | 667 | 732 |
Commitments and contingencies (Note 3) | ||
Stockholders' deficit: | ||
Preferred stock, $0.001 par value, authorized shares - 10,000,000 at March 31, 2024 and December 31, 2023; issued and outstanding shares - none | ||
Common stock, $0.001 par value; authorized shares - 60,000,000 at March 31, 2024 and December 31, 2023; issued and outstanding shares - 2,662,507 and 2,213,537 at March 31, 2024 and December 31, 2023, respectively | 3 | 2 |
Additional paid-in capital | 241,902 | 239,688 |
Accumulated deficit | (243,667) | (240,499) |
Total stockholders' deficit | (1,762) | (809) |
Total liabilities and stockholders' deficit | $ 9,355 | $ 10,105 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 2,662,507 | 2,213,537 |
Common stock, shares outstanding | 2,662,507 | 2,213,537 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 100 | |
Revenue, Product and Service [Extensible Enumeration] | us-gaap:CollaborativeArrangementMember | |
Operating expenses: | ||
Research and development | $ 1,878 | $ 4,969 |
General and administrative | 1,434 | 2,344 |
Total operating expenses | 3,312 | 7,313 |
Loss from operations | (3,212) | (7,313) |
Other income (expense): | ||
Interest income (expense), net | 53 | (1,188) |
Other expense | (9) | (3) |
Total other income (expense) | 44 | (1,191) |
Net loss | $ (3,168) | $ (8,504) |
Net loss per share, basic | $ (1.33) | $ (6.76) |
Net loss per share, diluted | $ (1.33) | $ (6.76) |
Weighted-average shares outstanding, basic | 2,389,519 | 1,258,096 |
Weighted-average shares outstanding diluted | 2,389,519 | 1,258,096 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2022 | $ (7,151) | $ 1 | $ 229,759 | $ (236,911) |
Balance (in Shares) at Dec. 31, 2022 | 1,229,240 | |||
Increase (Decrease) in Shareholders' Equity (Deficit) | ||||
Stock-based compensation expense | 484 | 484 | ||
Issuance of common stock and warrants, net of offering costs | 4,099 | 4,099 | ||
Issuances of common stock and warrants, net of offering costs (in shares) | 45,146 | |||
Net loss | (8,504) | (8,504) | ||
Balance at Mar. 31, 2023 | (11,072) | $ 1 | 234,342 | (245,415) |
Balance (in Shares) at Mar. 31, 2023 | 1,274,386 | |||
Balance at Dec. 31, 2023 | (809) | $ 2 | 239,688 | (240,499) |
Balance (in Shares) at Dec. 31, 2023 | 2,286,518 | |||
Increase (Decrease) in Shareholders' Equity (Deficit) | ||||
Stock-based compensation expense | 383 | 383 | ||
Issuance of common stock, net of offering costs | 1,832 | $ 1 | 1,831 | |
Issuances of common stock, net of offering costs (in shares) | 375,989 | |||
Net loss | (3,168) | (3,168) | ||
Balance at Mar. 31, 2024 | $ (1,762) | $ 3 | $ 241,902 | $ (243,667) |
Balance (in Shares) at Mar. 31, 2024 | 2,662,507 |
Condensed Consolidated Statem_3
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 | $ (3,168) | $ (8,504) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Stock-based compensation | 383 | 484 |
Depreciation and amortization | 4 | 4 |
Noncash interest | 88 | |
Amortization of debt discount | 1,123 | |
Lease asset amortization and liability accretion, net | 4 | 7 |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | 15 | 266 |
Accounts payable and accrued expenses | 232 | 1,146 |
Accrued compensation and related expenses | (13) | 383 |
Net cash used in operating activities | (2,543) | (5,003) |
Cash flows from financing activities | ||
Repayment of long-term debt | (10,000) | |
Proceeds from sale of common stock and warrants, net of offering costs | 1,870 | 4,180 |
Net cash provided (used in) by financing activities | 1,870 | (5,820) |
Change in cash, cash equivalents, and restricted cash | (673) | (10,823) |
Cash, cash equivalents, and restricted cash at beginning of period | 8,637 | 17,500 |
Cash, cash equivalents, and restricted cash at end of period | $ 7,964 | $ 6,677 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Organization And Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies Organization and Business TRACON Pharmaceuticals, Inc. (TRACON or the Company) was incorporated in the state of Delaware on October 28, 2004. TRACON is a biopharmaceutical company focused on the development and commercialization of novel targeted therapeutics for cancer, and utilizes its cost efficient, contract research organization (CRO) independent product development platform to partner with other life science companies to develop and commercialize innovative products in the United States. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, TRACON Pharma Limited and TRACON Pharma International Limited, which were formed in September 2015 and January 2019, respectively, and are currently inactive. All significant intercompany accounts and transactions have been eliminated. Basis of Presentation As of March 31, 2024, the Company has devoted substantially all its efforts to product development, raising capital, and building infrastructure and has not realized revenues from its planned principal operations. The Company has incurred operating losses since inception. As of March 31, 2024, the Company had an accumulated deficit of $ 243.7 million. The Company anticipates that it will continue to incur net losses into the foreseeable future as it continues the development and commercialization of its product candidates and works to develop additional product candidates through research and development programs. At March 31, 2024, the Company had cash and cash equivalents of $ 8.0 million, of which $ 0.1 million is classified as restricted cash as it is pledged as collateral for the Company’s obligations under its corporate headquarters facility lease. The Company’s ability to execute its operating plan through 2024 and beyond depends on its ability to obtain additional funding through equity offerings, debt financings, or potential licensing and collaboration arrangements. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. However, based on the Company’s current working capital, anticipated operating expenses and net losses, and the uncertainties surrounding its ability to raise additional capital as needed, as discussed below, management believes that there is substantial doubt about its ability to continue as a going concern for a period of 12 months following the date that these unaudited condensed consolidated financial statements are issued. The unaudited condensed consolidated financial statements do not include any adjustments for the recovery and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company plans to continue to fund its losses from operations through its existing cash and cash equivalents, as well as through future equity offerings, debt financings, other third-party funding, and potential licensing or collaboration arrangements. In addition, the Company may fund its losses from operations through the Capital on Demand TM Sales Agreement (the Sales Agreement) the Company entered into with JonesTrading in December 2020, as amended in March 20 22, pursuant to which the Company may sell, at its option, up to an aggregate of $ 50.0 million of the Company’s common stock, $ 39.8 million of which remained available for sale as of March 31, 2024, and the common stock purchase agreement (the LPC Purch ase Agreement) the Company entered into with Lincoln Park Capital Fund, LLC (Lincoln Park) in May 2023, pursuant to which the Company may sell, at its option, up to an aggregate of $ 26.0 million of the Company’s common stock , $ 24.7 million of which remained available for sale as of March 31, 2024 . There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to the Company. Reverse Stock Split On April 8, 2024, the Company filed an amendment to the Company’s amended and restated certificate of incorporation to effect a one-for-twenty reverse stock split of its common stock (the Reverse Stock Split) . The Reverse Stock Split applied to all of the Company’s outstanding shares of common stock and therefore did not affect any stockholder’s relative ownership percentage. The total number of the Company’s authorized shares of common stock and preferred stock remained unchanged at 60,000,000 and 10,000,0000 shares, respectively, notwithstanding the Reverse Stock Split. The par value of the Company's common stock and preferred stock also remained unchanged as a result of the Reverse Stock Split. All of the Company’s stock options and warrants outstanding immediately prior to the Reverse Stock Split were proportionately adjusted. All share and price per share data for all periods presented in these unaudited condensed consolidated financial statements and notes thereto have been adjusted to give effect to the Reverse Stock Split, including retrospectively where applicable. Unaudited Interim Financial Information The unaudited condensed consolidated financial statements as of March 31, 2024, and for the three months ended March 31, 2024 and 2023, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (SEC), and with accounting principles generally accepted in the United States (GAAP) applicable to interim financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting of only normal recurring accruals, which in the opinion of management are necessary to present fairly the Company’s financial position as of the interim date and results of operations for the interim periods presented. Interim results are not necessarily indicative of results for a full year or future periods. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2023, included in its Annual Report on Form 10-K filed with the SEC on March 5, 2024. Use of Estimates The Company’s unaudited condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of the Company’s unaudited condensed consolidated financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses. The most significant estimates in the Company’s unaudited condensed consolidated financial statements relate to expenses incurred for clinical trials. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. The Company is not aware of any specific event or circumstance that would require an update to its estimates, judgments and assumptions or a revision of the carrying value of the Company’s assets or liabilities as of the date of this filing. Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less at the date of purchase. The carrying amounts approximate fair value due to the short maturities of these investments. Cash and cash equivalents include cash in readily available checking and money market funds. Restricted Cash Restricted cash consists of money market funds held by the Company’s financial institution as collateral for the Company’s obligations under its facility lease for the Company’s corporate headquarters in San Diego, California. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Property and Equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful life of the related assets, which is generally five years . Leasehold improvements are amortized over the shorter of the lease term or estimated useful life of the related assets. Repairs and maintenance costs are charged to expense as incurred. Leases The Company determines if an arrangement contains a lease at inception. For arrangements where the Company is the lessee, operating leases are recorded as other assets, accounts payable and accrued expenses, and other long-term liabilities within the unaudited condensed consolidated balance sheets. The Company currently does not have any finance leases. Operating lease right-of-use (ROU) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company’s leases generally do not provide an implicit rate. Lease terms may include options to extend or terminate when the Company is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. Revenue Recognition To date, the Company’s revenue has been derived from license and collaboration agreements. The terms of these arrangements included payments to the Company for the following: non-refundable, up-front license fees; development, regulatory and commercial milestone payments; payments for manufacturing supply services the Company provides through its contract manufacturers; and royalties on net sales of licensed products. In accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (ASC 606), the Company performs the following five steps in determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of these agreements: (i) identification of the contract(s) with a customer; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including any constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when, or as, the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services transferred to the customer. Once a contract is determined to be within the scope of ASC 606, at contract inception the Company assesses the goods or services promised within the contract to determine those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when, or as, the performance obligation is satisfied. As part of the accounting for these arrangements, the Company develops assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. The Company uses key assumptions to determine the stand-alone selling price, which may include development timelines, reimbursement rates for personnel costs, discount rates, and probabilities of technical and regulatory success. Licenses of intellectual property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promised goods or services, the Company assesses the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone Payments: At the inception of each arrangement that includes development, commercialization, and regulatory milestone payments, the Company evaluates whether the achievement of the milestones is considered probable and estimates the amount to be included in the transaction price using the most likely amount method. Performance milestone payments represent a form of variable consideration. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Achievement of milestones that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable until the approvals are achieved. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis and the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achieving such milestones 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, which would affect revenues and earnings in the period of adjustment. Manufacturing Supply Services: Arrangements that include a promise for future supply of drug substance or drug product for either clinical development or commercial supply at the customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the licensee and if so, they are accounted for as separate performance obligations at the outset of the arrangement. Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its out-licensing arrangements. The Company receives payments from its collaborators based on billing schedules established in each contract. Up-front and other payments may require deferral of revenue recognition to a future period until the Company performs its obligations under its collaboration arrangements. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. 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 customer and the transfer of the promised goods or services to the customer will be one year or less. Clinical Trial Expense Accruals As part of the process of preparing the Company’s unaudited condensed consolidated financial statements, the Company is required to estimate expenses resulting from its obligations under contracts with vendors, clinical sites, and consultants in connection with conducting clinical trials. The financial terms of these contracts vary and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company’s objective is to reflect the appropriate trial expenses in its unaudited condensed consolidated financial statements by recording those expenses in the period in which services are performed and efforts are expended. The Company accounts for these expenses according to the progress of the clinical trial as measured by patient progression and the timing of various aspects of the trial. The Company determines accrual estimates through discussion with the clinical sites and applicable personnel and outside service providers as to the progress or state of consummation of trials. During a clinical trial, the Company adjusts the clinical expense recognition if actual results differ from its estimates. The Company makes estimates of accrued expenses as of each balance sheet date based on the facts and circumstances known at that time. The Company’s clinical trial accruals are dependent upon accurate reporting by clinical sites and other third-party vendors. Although the Company does not expect its estimates to differ materially from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low for any particular period. For the three months ended March 31, 2024 and 2023 , there were no material adjustments to the Company’s prior period estimates of accrued expenses for clinical trials. Research and Development Costs Research and development costs, including license fees, are expensed as incurred. Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. Net loss and comprehensive loss were the same for all periods presented. Net Loss Per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average shares of common stock outstanding for the period, without consideration for common stock equivalents and adjusted for the weighted average number of shares of common stock outstanding that are subject to repurchase. Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock method. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares): March 31, 2024 2023 Warrants to purchase common stock 7,953 439,020 Common stock options 198,845 155,845 ESPP shares 1,475 311 208,273 595,176 |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | 2. Financial Instruments and Fair Value Measurements Cash equivalents, which are classified as equity securities, and restricted cash consisted of the following (in thousands): March 31, 2024 December 31, 2023 Cost Unrealized Gain Unrealized (Loss) Estimated Fair Value Cost Unrealized Gain Unrealized (Loss) Estimated Fair Value Money market funds $ 5,403 $ — $ — $ 5,403 $ 3,689 $ — $ — $ 3,689 Classified as: Cash equivalents $ 5,330 $ 3,616 Restricted cash 73 73 Total cash equivalents and restricted cash $ 5,403 $ 3,689 As of March 31, 2024 and December 31, 2023, the Company had no investments. The carrying amounts of cash and cash equivalents, prepaid and other assets, accounts payable and accrued liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. The fair values of the Company’s assets and liabilities, which are measured at fair value on a recurring basis, were determined using the following inputs (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) At March 31, 2024 Money market funds $ 5,403 $ — $ 5,403 $ — At December 31, 2023 Money market funds $ 3,689 $ — $ 3,689 $ — |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 3. Commitments and Contingencie s License Agreements The Company has entered into various license agreements pursuant to which the Company acquired licenses to certain intellectual property. The agreements generally required an upfront license fee and, in some cases, reimbursement of patent costs. Additionally, under each agreement, the Company may be required to pay annual maintenance fees, royalties, milestone payments and sublicensing fees. Each license agreement is generally cancelable by the Company, given appropriate prior written notice. At March 31, 2024 , potential future milestone payments under these agreements totaled an aggregate of $ 9.6 million. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | 4. Stockholders’ Deficit Lincoln Park Common Stock Purchase Agreement In May 2023, the Company and Lincoln Park entered into the LPC Purchase Agreement, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Lincoln Park is committed to purchase up to an aggregate of $ 26.0 million of the Company's shares of common stock from time to time and at the Company’s sole discretion over the term of the LPC Purchase Agreement, $ 24.7 million of which remained available for sale as of March 31, 2024 . In consideration for entering into the LPC Purchase Agreement, concurrently with the execution of the LPC Purchase Agreement, the Company issued to Lincoln Park 29,961 shares of its common stock as a commitment fee , which was recorded as a component of stockholders’ deficit within additional paid-in capital on the unaudited condensed consolidated balance sheets. Concurrently with entering into the LPC Purchase Agreement, the Company also entered into a Registration Rights Agreement in which the Company agreed to file one or more registration statements as permissible and necessary to register under the Securities Act for resale of the shares of its common stock that may be issued to Lincoln Park under the LPC Purchase Agreement, which occurred in May 2023. In May 2023, the Company also issued and sold 86,761 shares (the Initial Purchase Shares) of the Company’s common stock to Lincoln Park pursuant to the LPC Purchase Agreement at a purchase price of $ 11.53 per Initial Purchase Share resulting in net proceeds of $ 1.0 million. At the Company's special meeting of stockholders held in September 2023, stockholder approval, in accordance with applicable rules of the Nasdaq Stock Market, was obtained for the potential future sale and issuance of shares of the Company’s common stock to Lincoln Park in accordance with the pricing terms set forth in the LPC Purchase Agreement that could result in Lincoln Park owning in excess of 19.99 % of the shares of the Company’s common stock outstanding immediately after giving effect to such sale. Sale of Common Stock and Pre-Funded Warrants In March 2023, the Company issued and sold 8,726 shares of its common stock at a purchase price of $ 27.60 per share and pre-funded warrants to purchase 100,700 shares of its common stock at a purchase price of $ 27.40 per share of underlying common stock with an exercise price of $ 0.20 per share of underlying common stock (the 2023 Pre-Funded Warrants) for net proceeds of approximately $ 3.0 million in a private placement (the Private Placement) with an accredited institutional healthcare-focused fund. In accordance with their terms, the 2023 Pre-Funded Warrants may not be exercised if the holder’s ownership of the Company’s common stock would exceed 19.99 % of the shares of the Company’s common stock outstanding immediately after giving effect to such exercise, unless approval by the Company's stockholders is obtained as required under the Nasdaq listing standards, including Nasdaq Listing Rules 5635(b) and (d). The 2023 Pre-Funded Warrants were recorded as a component of stockholders’ deficit within additional paid-in capital on the consolidated balance sheets. At the Company's 2023 Annual Meeting held in April 2023, stockholder approval, in accordance with applicable rules of the Nasdaq Stock Market, was obtained for the issuance of shares of common stock upon the potential future exercise of certain outstanding warrants held by this accredited institutional healthcare-focused fund, including the 2023 Pre-Funded Warrants, that would result in it and its affiliates owning in excess of 19.99 % of the shares of common stock outstanding immediately after giving effect to such exercise. At-The-Market Issuance Sales Agreement In December 2020, as amended in March 2022, the Company entered into a Capital on Demand TM Sales Agreement (the Sales Agreement) with JonesTrading, pursuant to which it may sell from time to time, at its option, up to an aggregate of $ 50.0 million of the Company’s common stock through JonesTrading, as sales agent or principal, $ 39.8 million of which remained available for sale as of March 31, 2024 . Sales of the Company’s common stock made pursuant to the Sales Agreement with JonesTrading, if any, will be made on the Nasdaq Capital Market under the Company’s effective registration statement on Form S-3, subject to limitations on the amount of securities the Company may sell pursuant to its effective registration statement on Form S-3 within any 12-month period, by means of ordinary brokers’ transactions at market prices. Additionally, under the terms of the Sales Agreement, the Company may also sell shares of its common stock through JonesTrading, on the Nasdaq Capital Market or otherwise, at negotiated prices or at prices related to the prevailing market price. JonesTrading will use its commercially reasonable efforts to sell the Company’s common stock from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company is required to pay JonesTrading 2.5 % of gross proceeds for the common stock sold through the Sales Agreement. During the three months ended March 31, 2024 , the Company sold approximately 0.3 million shares of common stock pursuant to the Sales Agreement, for net proceeds of approximately $ 1.7 million. Equity Plan Activity During the three months ended March 31, 2024 , the Company issued no shares of common stock upon the exercise of outstanding stock options, no shares of common stock upon the vesting of restricted stock units, and no shares of common stock in connection with the employee stock purchase plan (the ESPP). During the year ended December 31, 2023, the Company issued no shares of common stock upon the exercise of outstanding stock options, no shares of common stock upon the vesting of restricted stock units, and 2,280 shares of common stock in connection with the ESPP. Common Stock Warrants As of March 31, 2024, the Company had the following outstanding warrants for the purchase of common stock: Expiration Number of shares Exercise price June 4, 2024 146 $ 1,548.00 May 3, 2025 269 $ 522.00 September 2, 2032 7,538 $ 39.80 7,953 During the three months ended March 31, 2024 , the Company issued no shares of its common stock upon the exercise of warrants. During the year ended December 31, 2023, the Company issued 343,377 shares of its common stock upon the cashless exercise of 362,300 pre-funded warrants. Stock-Based Compensation Expense The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee stock option grants were as follows: Three Months Ended March 31, 2024 2023 Risk-free interest rate 4.2 % 3.4 % Expected volatility 99.1 % 89.9 % Expected term (in years) 6.3 6.3 Expected dividend yield — % — % Stock compensation expense for the ESPP was immaterial for the three months ended March 31, 2024 and 2023. The allocation of stock-based compensation expense was as follows (in thousands): Three Months Ended March 31, 2024 2023 Research and development $ 148 $ 227 General and administrative 235 257 $ 383 $ 484 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization And Accounting Policies [Abstract] | |
Organization and Business | Organization and Business TRACON Pharmaceuticals, Inc. (TRACON or the Company) was incorporated in the state of Delaware on October 28, 2004. TRACON is a biopharmaceutical company focused on the development and commercialization of novel targeted therapeutics for cancer, and utilizes its cost efficient, contract research organization (CRO) independent product development platform to partner with other life science companies to develop and commercialize innovative products in the United States. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, TRACON Pharma Limited and TRACON Pharma International Limited, which were formed in September 2015 and January 2019, respectively, and are currently inactive. All significant intercompany accounts and transactions have been eliminated. |
Basis of Presentation | Basis of Presentation As of March 31, 2024, the Company has devoted substantially all its efforts to product development, raising capital, and building infrastructure and has not realized revenues from its planned principal operations. The Company has incurred operating losses since inception. As of March 31, 2024, the Company had an accumulated deficit of $ 243.7 million. The Company anticipates that it will continue to incur net losses into the foreseeable future as it continues the development and commercialization of its product candidates and works to develop additional product candidates through research and development programs. At March 31, 2024, the Company had cash and cash equivalents of $ 8.0 million, of which $ 0.1 million is classified as restricted cash as it is pledged as collateral for the Company’s obligations under its corporate headquarters facility lease. The Company’s ability to execute its operating plan through 2024 and beyond depends on its ability to obtain additional funding through equity offerings, debt financings, or potential licensing and collaboration arrangements. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. However, based on the Company’s current working capital, anticipated operating expenses and net losses, and the uncertainties surrounding its ability to raise additional capital as needed, as discussed below, management believes that there is substantial doubt about its ability to continue as a going concern for a period of 12 months following the date that these unaudited condensed consolidated financial statements are issued. The unaudited condensed consolidated financial statements do not include any adjustments for the recovery and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company plans to continue to fund its losses from operations through its existing cash and cash equivalents, as well as through future equity offerings, debt financings, other third-party funding, and potential licensing or collaboration arrangements. In addition, the Company may fund its losses from operations through the Capital on Demand TM Sales Agreement (the Sales Agreement) the Company entered into with JonesTrading in December 2020, as amended in March 20 22, pursuant to which the Company may sell, at its option, up to an aggregate of $ 50.0 million of the Company’s common stock, $ 39.8 million of which remained available for sale as of March 31, 2024, and the common stock purchase agreement (the LPC Purch ase Agreement) the Company entered into with Lincoln Park Capital Fund, LLC (Lincoln Park) in May 2023, pursuant to which the Company may sell, at its option, up to an aggregate of $ 26.0 million of the Company’s common stock , $ 24.7 million of which remained available for sale as of March 31, 2024 . There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to the Company. |
Reverse Stock Split | Reverse Stock Split On April 8, 2024, the Company filed an amendment to the Company’s amended and restated certificate of incorporation to effect a one-for-twenty reverse stock split of its common stock (the Reverse Stock Split) . The Reverse Stock Split applied to all of the Company’s outstanding shares of common stock and therefore did not affect any stockholder’s relative ownership percentage. The total number of the Company’s authorized shares of common stock and preferred stock remained unchanged at 60,000,000 and 10,000,0000 shares, respectively, notwithstanding the Reverse Stock Split. The par value of the Company's common stock and preferred stock also remained unchanged as a result of the Reverse Stock Split. All of the Company’s stock options and warrants outstanding immediately prior to the Reverse Stock Split were proportionately adjusted. All share and price per share data for all periods presented in these unaudited condensed consolidated financial statements and notes thereto have been adjusted to give effect to the Reverse Stock Split, including retrospectively where applicable. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The unaudited condensed consolidated financial statements as of March 31, 2024, and for the three months ended March 31, 2024 and 2023, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (SEC), and with accounting principles generally accepted in the United States (GAAP) applicable to interim financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting of only normal recurring accruals, which in the opinion of management are necessary to present fairly the Company’s financial position as of the interim date and results of operations for the interim periods presented. Interim results are not necessarily indicative of results for a full year or future periods. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2023, included in its Annual Report on Form 10-K filed with the SEC on March 5, 2024. |
Use of Estimates | Use of Estimates The Company’s unaudited condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of the Company’s unaudited condensed consolidated financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses. The most significant estimates in the Company’s unaudited condensed consolidated financial statements relate to expenses incurred for clinical trials. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions. The Company is not aware of any specific event or circumstance that would require an update to its estimates, judgments and assumptions or a revision of the carrying value of the Company’s assets or liabilities as of the date of this filing. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less at the date of purchase. The carrying amounts approximate fair value due to the short maturities of these investments. Cash and cash equivalents include cash in readily available checking and money market funds. |
Restricted Cash | Restricted Cash Restricted cash consists of money market funds held by the Company’s financial institution as collateral for the Company’s obligations under its facility lease for the Company’s corporate headquarters in San Diego, California. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful life of the related assets, which is generally five years . Leasehold improvements are amortized over the shorter of the lease term or estimated useful life of the related assets. Repairs and maintenance costs are charged to expense as incurred. |
Leases | Leases The Company determines if an arrangement contains a lease at inception. For arrangements where the Company is the lessee, operating leases are recorded as other assets, accounts payable and accrued expenses, and other long-term liabilities within the unaudited condensed consolidated balance sheets. The Company currently does not have any finance leases. Operating lease right-of-use (ROU) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company’s leases generally do not provide an implicit rate. Lease terms may include options to extend or terminate when the Company is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. |
Revenue Recognition | Revenue Recognition To date, the Company’s revenue has been derived from license and collaboration agreements. The terms of these arrangements included payments to the Company for the following: non-refundable, up-front license fees; development, regulatory and commercial milestone payments; payments for manufacturing supply services the Company provides through its contract manufacturers; and royalties on net sales of licensed products. In accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (ASC 606), the Company performs the following five steps in determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of these agreements: (i) identification of the contract(s) with a customer; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including any constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when, or as, the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services transferred to the customer. Once a contract is determined to be within the scope of ASC 606, at contract inception the Company assesses the goods or services promised within the contract to determine those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when, or as, the performance obligation is satisfied. As part of the accounting for these arrangements, the Company develops assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. The Company uses key assumptions to determine the stand-alone selling price, which may include development timelines, reimbursement rates for personnel costs, discount rates, and probabilities of technical and regulatory success. Licenses of intellectual property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promised goods or services, the Company assesses the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone Payments: At the inception of each arrangement that includes development, commercialization, and regulatory milestone payments, the Company evaluates whether the achievement of the milestones is considered probable and estimates the amount to be included in the transaction price using the most likely amount method. Performance milestone payments represent a form of variable consideration. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Achievement of milestones that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable until the approvals are achieved. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis and the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achieving such milestones 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, which would affect revenues and earnings in the period of adjustment. Manufacturing Supply Services: Arrangements that include a promise for future supply of drug substance or drug product for either clinical development or commercial supply at the customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the licensee and if so, they are accounted for as separate performance obligations at the outset of the arrangement. Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its out-licensing arrangements. The Company receives payments from its collaborators based on billing schedules established in each contract. Up-front and other payments may require deferral of revenue recognition to a future period until the Company performs its obligations under its collaboration arrangements. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. 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 customer and the transfer of the promised goods or services to the customer will be one year or less. |
Clinical Trial Expense Accruals | Clinical Trial Expense Accruals As part of the process of preparing the Company’s unaudited condensed consolidated financial statements, the Company is required to estimate expenses resulting from its obligations under contracts with vendors, clinical sites, and consultants in connection with conducting clinical trials. The financial terms of these contracts vary and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company’s objective is to reflect the appropriate trial expenses in its unaudited condensed consolidated financial statements by recording those expenses in the period in which services are performed and efforts are expended. The Company accounts for these expenses according to the progress of the clinical trial as measured by patient progression and the timing of various aspects of the trial. The Company determines accrual estimates through discussion with the clinical sites and applicable personnel and outside service providers as to the progress or state of consummation of trials. During a clinical trial, the Company adjusts the clinical expense recognition if actual results differ from its estimates. The Company makes estimates of accrued expenses as of each balance sheet date based on the facts and circumstances known at that time. The Company’s clinical trial accruals are dependent upon accurate reporting by clinical sites and other third-party vendors. Although the Company does not expect its estimates to differ materially from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low for any particular period. For the three months ended March 31, 2024 and 2023 , there were no material adjustments to the Company’s prior period estimates of accrued expenses for clinical trials. |
Research and Development Costs | Research and Development Costs Research and development costs, including license fees, are expensed as incurred. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. Net loss and comprehensive loss were the same for all periods presented. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average shares of common stock outstanding for the period, without consideration for common stock equivalents and adjusted for the weighted average number of shares of common stock outstanding that are subject to repurchase. Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock method. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares): March 31, 2024 2023 Warrants to purchase common stock 7,953 439,020 Common stock options 198,845 155,845 ESPP shares 1,475 311 208,273 595,176 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization And Accounting Policies [Abstract] | |
Schedule of potentially dilutive securities not included in the calculation of diluted net loss per share | Potentially dilutive securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive are as follows (in common stock equivalent shares): March 31, 2024 2023 Warrants to purchase common stock 7,953 439,020 Common stock options 198,845 155,845 ESPP shares 1,475 311 208,273 595,176 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Available-for-sale Securities and Equity Securities | Cash equivalents, which are classified as equity securities, and restricted cash consisted of the following (in thousands): March 31, 2024 December 31, 2023 Cost Unrealized Gain Unrealized (Loss) Estimated Fair Value Cost Unrealized Gain Unrealized (Loss) Estimated Fair Value Money market funds $ 5,403 $ — $ — $ 5,403 $ 3,689 $ — $ — $ 3,689 Classified as: Cash equivalents $ 5,330 $ 3,616 Restricted cash 73 73 Total cash equivalents and restricted cash $ 5,403 $ 3,689 |
Schedule of assets and liabilities measured at fair value on a recurring basis | The fair values of the Company’s assets and liabilities, which are measured at fair value on a recurring basis, were determined using the following inputs (in thousands): Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Assets Inputs Inputs Total (Level 1) (Level 2) (Level 3) At March 31, 2024 Money market funds $ 5,403 $ — $ 5,403 $ — At December 31, 2023 Money market funds $ 3,689 $ — $ 3,689 $ — |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Schedule of outstanding warrants for purchase of common stock issued | As of March 31, 2024, the Company had the following outstanding warrants for the purchase of common stock: Expiration Number of shares Exercise price June 4, 2024 146 $ 1,548.00 May 3, 2025 269 $ 522.00 September 2, 2032 7,538 $ 39.80 7,953 |
Summary of weighted-average assumptions used Black-Scholes option pricing model to determine the fair value | The weighted-average assumptions used in the Black-Scholes option pricing model to determine the fair value of the employee stock option grants were as follows: Three Months Ended March 31, 2024 2023 Risk-free interest rate 4.2 % 3.4 % Expected volatility 99.1 % 89.9 % Expected term (in years) 6.3 6.3 Expected dividend yield — % — % |
Summary of allocation of stock-based compensation expense | The allocation of stock-based compensation expense was as follows (in thousands): Three Months Ended March 31, 2024 2023 Research and development $ 148 $ 227 General and administrative 235 257 $ 383 $ 484 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | ||
Apr. 08, 2024 shares | Mar. 31, 2024 USD ($) shares | Dec. 31, 2023 USD ($) shares | |
Basis of Presentation | |||
Accumulated deficit | $ (243,667,000) | $ (240,499,000) | |
Cash, cash equivalents | 8,000,000 | ||
Restricted cash | $ 73,000 | $ 73,000 | |
Reverse stock split, description | one-for-twenty reverse stock split of its common stock (the Reverse Stock Split) | ||
Common stock, shares authorized | shares | 60,000,000 | 60,000,000 | |
Preferred stock, shares authorized | shares | 10,000,000 | 10,000,000 | |
Estimated useful life | 5 years | ||
Jones Trading Institutional Services LLC | Capital on Demand Sales Agreement | Common Stock | |||
Basis of Presentation | |||
Maximum aggregate value of stock to be sold | $ 50,000,000 | ||
Remaining amount available under the Sales Agreement | 39,800,000 | ||
Lincoln Park Capital Fund, LLC | Capital on Demand Sales Agreement | Common Stock | |||
Basis of Presentation | |||
Maximum aggregate value of stock to be sold | 26,000,000 | ||
Remaining amount available under the Sales Agreement | $ 24,700,000 | ||
Subsequent Event | |||
Basis of Presentation | |||
Reverse stock split ratio | 0.05 | ||
Common stock, shares authorized | shares | 60,000,000 | ||
Preferred stock, shares authorized | shares | 100,000,000 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Not Included in the Calculation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive securities | ||
Antidilutive securities | 208,273 | 595,176 |
Warrants to Purchase Common Stock | ||
Antidilutive securities | ||
Antidilutive securities | 7,953 | 439,020 |
Common Stock Options | ||
Antidilutive securities | ||
Antidilutive securities | 198,845 | 155,845 |
ESPP Shares | ||
Antidilutive securities | ||
Antidilutive securities | 1,475 | 311 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements - Schedule of Available-for-sale Securities and Equity Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Short-Term Investments, Cash Equivalents and Fair Value Measurements | ||
Cash equivalents | $ 5,330 | $ 3,616 |
Restricted cash | 73 | 73 |
Total cash equivalents, restricted cash, and other assets | 5,403 | 3,689 |
Money market funds | ||
Short-Term Investments, Cash Equivalents and Fair Value Measurements | ||
Cost | 5,403 | 3,689 |
Estimated Fair Value | $ 5,403 | $ 3,689 |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurements - Additional Information (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Disclosures [Abstract] | ||
Short-term investments | $ 0 | $ 0 |
Amount of transfers between levels | $ 0 | $ 0 |
Financial Instruments and Fai_5
Financial Instruments and Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring - Money market funds - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets: | ||
Fair value, assets | $ 5,403 | $ 3,689 |
Level 2 | ||
Assets: | ||
Fair value, assets | $ 5,403 | $ 3,689 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Research and development arrangement | |
Commitments and Contingencies | |
Potential milestone payable | $ 9.6 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
May 31, 2023 | Mar. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Class Of Stock [Line Items] | ||||
Conversion of warrants to purchase shares | 7,953 | |||
Capital on Demand Sales Agreement | Jones Trading Institutional Services LLC | ||||
Class Of Stock [Line Items] | ||||
Net proceeds | $ 1,700,000 | |||
Lincoln Park Purchase Agreement | ||||
Class Of Stock [Line Items] | ||||
Aggregate value of shares committed to purchase | $ 26,000,000 | |||
Common stock purchase price per share | $ 11.53 | |||
Percentage of common stock outstanding owned after sale agreement | 19.99% | |||
Net proceeds | $ 1,000,000 | |||
2023 Pre-Funded Warrants | ||||
Class Of Stock [Line Items] | ||||
Maximum percentage of holders ownership interest in common stock after exercise | 19.99% | |||
Common Stock | ||||
Class Of Stock [Line Items] | ||||
Issuance of common stock upon exercise of pre funded warrants. | 0 | |||
Cashless exercise of pre-funded warrants to purchase common stock | 362,300 | |||
Issuance of common stock upon cashless exercise of pre-funded warrants | 343,377 | |||
Common Stock | Equity Plan Activity | ||||
Class Of Stock [Line Items] | ||||
Shares issued upon exercise of outstanding stock options | 0 | 0 | ||
Shares issued in connection with employee stock purchase plan | 0 | 2,280 | ||
Common Stock | Equity Plan Activity | Restricted Stock Units | ||||
Class Of Stock [Line Items] | ||||
Shares issued upon vesting of restricted stock units | 0 | 0 | ||
Common Stock | Private Placement | ||||
Class Of Stock [Line Items] | ||||
Net proceeds from common stock issuance | $ 3,000,000 | |||
Common Stock | Capital on Demand Sales Agreement | Jones Trading Institutional Services LLC | ||||
Class Of Stock [Line Items] | ||||
Common stock issued and sold | 300,000 | |||
Maximum aggregate value of stock to be sold | $ 50,000,000 | |||
Remaining amount available under the Sales Agreement | $ 39,800,000 | |||
Percentage of gross proceeds, required to pay for common stock sold through sales agreement | 2.50% | |||
Common Stock | Lincoln Park Purchase Agreement | ||||
Class Of Stock [Line Items] | ||||
Common stock issued and sold | 86,761 | 29,961 | ||
Remaining amount available under the Sales Agreement | $ 24,700,000 | |||
Common Stock | 2023 Pre-Funded Warrants | Private Placement | ||||
Class Of Stock [Line Items] | ||||
Exercise price (per share) | $ 0.2 | |||
Common Stock | Purchase Price Of $27.60 Per Share | Private Placement | ||||
Class Of Stock [Line Items] | ||||
Common stock issued and sold | 8,726 | |||
Common stock purchase price per share | $ 27.6 | |||
Common Stock | Purchase Price Of $27.40 Per Share | 2023 Pre-Funded Warrants | Private Placement | ||||
Class Of Stock [Line Items] | ||||
Common stock issued and sold | 100,700 | |||
Common stock purchase price per share | $ 27.4 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Outstanding Warrants for Purchase of Common Stock Issued (Details) | Mar. 31, 2024 $ / shares shares |
Class Of Stock [Line Items] | |
Conversion of warrants to purchase shares | 7,953 |
June 4, 2024 | |
Class Of Stock [Line Items] | |
Conversion of warrants to purchase shares | 146 |
Exercise price (per share) | $ / shares | $ 1,548 |
May 3, 2025 | |
Class Of Stock [Line Items] | |
Conversion of warrants to purchase shares | 269 |
Exercise price (per share) | $ / shares | $ 522 |
September 2, 2032 | |
Class Of Stock [Line Items] | |
Conversion of warrants to purchase shares | 7,538 |
Exercise price (per share) | $ / shares | $ 39.80 |
Stockholders' Deficit - Summary
Stockholders' Deficit - Summary of Weighted-Average Assumptions Fair Value of the Employee Stock Option Grants (Details) - Stock Option | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Class Of Stock [Line Items] | ||
Risk-free interest rate | 4.20% | 3.40% |
Expected volatility | 99.10% | 89.90% |
Expected term (in years) | 6 years 3 months 18 days | 6 years 3 months 18 days |
Expected dividend yield | 0% | 0% |
Stockholders' Deficit - Summa_2
Stockholders' Deficit - Summary of Allocation of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Class Of Stock [Line Items] | ||
Stock based compensation expense | $ 383 | $ 484 |
Research and development | ||
Class Of Stock [Line Items] | ||
Stock based compensation expense | 148 | 227 |
General and administrative | ||
Class Of Stock [Line Items] | ||
Stock based compensation expense | $ 235 | $ 257 |