Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 10, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-41742 | |
Entity Registrant Name | Sagimet Biosciences Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-5991472 | |
Entity Address, Address Line One | 155 Bovet Road, Suite 303 | |
Entity Address, City or Town | San Mateo | |
Entity Address State Or Province | CA | |
Entity Address, Postal Zip Code | 94402 | |
City Area Code | 650 | |
Local Phone Number | 561-8600 | |
Title of 12(b) Security | Series A Common Stock,$0.0001 par value per share | |
Trading Symbol | SGMT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 30,393,397 | |
Entity Central Index Key | 0001400118 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 176,777 | $ 75,139 |
Marketable securities | 16,928 | 19,758 |
Prepaid expenses and other current assets | 786 | 1,749 |
Total current assets | 194,491 | 96,646 |
Operating lease right-of-use assets | 37 | 73 |
Total assets | 194,528 | 96,719 |
Current liabilities: | ||
Accounts payable | 531 | 186 |
Accrued expenses and other current liabilities (includes $96 and $31 payable to related parties as of March 31, 2024 and December 31, 2023, respectively) | 3,953 | 5,403 |
Operating lease liabilities | 26 | 65 |
Total liabilities | 4,510 | 5,654 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity, $0.0001 par value: | ||
Undesignated preferred stock, $0.0001 per share: 10,000,000 shares authorized; No shares issued and outstanding | ||
Additional paid-in capital | 446,381 | 340,777 |
Accumulated deficit | (256,373) | (249,744) |
Accumulated other comprehensive income | 7 | 30 |
Total stockholders' equity | 190,018 | 91,065 |
Total liabilities and stockholders' equity | 194,528 | 96,719 |
Series A Common Stock | ||
Stockholders' equity, $0.0001 par value: | ||
Common stock | 3 | 2 |
Series B Common Stock | ||
Stockholders' equity, $0.0001 par value: | ||
Common stock |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued expenses and other current liabilities | $ 3,953,000 | $ 5,403,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
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 | $ 0.0001 | $ 0.0001 |
Related party | ||
Accrued expenses and other current liabilities | $ 96,000 | $ 31,000 |
Series A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 30,393,397 | 21,375,402 |
Common stock, shares outstanding | 30,393,397 | 21,375,402 |
Series B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, shares issued | 1,520,490 | 1,520,490 |
Common stock, shares outstanding | 1,520,490 | 1,520,490 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses: | ||
Research and development | $ 5,262 | $ 4,487 |
General and administrative | 3,506 | 2,278 |
Total operating expenses | 8,768 | 6,765 |
Loss from operations | (8,768) | (6,765) |
Other income, net: | ||
Change in fair value of stock warrant liability | (2) | |
Interest income and other | 2,139 | 180 |
Total other income, net | 2,139 | 178 |
Net loss | (6,629) | (6,587) |
Other comprehensive gain (loss): | ||
Net unrealized gain (loss) on marketable securities | (23) | 71 |
Total other comprehensive gain (loss) | (23) | 71 |
Comprehensive loss | $ (6,652) | $ (6,516) |
Net loss per share, basic (in dollars per share) | $ (0.23) | $ (35.58) |
Net loss per share, diluted (in dollars per share) | $ (0.23) | $ (35.58) |
Weighted-average shares outstanding, basic (in shares) | 29,039,427 | 185,137 |
Weighted-average shares outstanding, diluted (in shares) | 29,039,427 | 185,137 |
CONDENSED STATEMENTS OF REDEEMA
CONDENSED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)) - USD ($) $ in Thousands | Common stock Series A Common Stock | Common stock Series B Common Stock | Common stock | Additional paid-in capital | Accumulated deficit | Accumulated Other Comprehensive (Loss) Income | Series A Common Stock | Series B Common Stock | Total |
Beginning balance at Dec. 31, 2022 | $ 1 | $ 35,001 | $ (221,868) | $ (84) | $ (186,950) | ||||
Beginning balance (in shares) at Dec. 31, 2022 | 185,084 | ||||||||
Increase (Decrease) In Stockholders' Deficit | |||||||||
Stock-based compensation expense | 767 | 767 | |||||||
Unrealized gain (loss) on investments in marketable securities | 71 | 71 | |||||||
Net loss | (6,587) | (6,587) | |||||||
Ending balance at Mar. 31, 2023 | $ 1 | 35,768 | (228,455) | (13) | (192,699) | ||||
Ending balance (in shares) at Mar. 31, 2023 | 185,084 | ||||||||
Beginning balance at Dec. 31, 2023 | $ 2 | 340,777 | (249,744) | 30 | 91,065 | ||||
Beginning balance (in shares) at Dec. 31, 2023 | 21,375,402 | 1,520,490 | 21,375,402 | 1,520,490 | |||||
Increase (Decrease) In Stockholders' Deficit | |||||||||
Sale of Series A common stock, net of issuance costs | $ 1 | 104,731 | 104,732 | ||||||
Sale of Series A common stock, net of issuance costs (in shares) | 9,000,000 | ||||||||
Issuance of Series A Common Stock upon exercise of stock options | 114 | $ 114 | |||||||
Issuance of Series A Common Stock upon exercise of stock options (in shares) | 17,995 | 17,995 | |||||||
Stock-based compensation expense | 759 | $ 759 | |||||||
Unrealized gain (loss) on investments in marketable securities | (23) | (23) | |||||||
Net loss | (6,629) | (6,629) | |||||||
Ending balance at Mar. 31, 2024 | $ 3 | $ 446,381 | $ (256,373) | $ 7 | $ 190,018 | ||||
Ending balance (in shares) at Mar. 31, 2024 | 30,393,397 | 1,520,490 | 30,393,397 | 1,520,490 |
CONDENSED STATEMENTS OF REDEE_2
CONDENSED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - Temporary - 3 months ended Mar. 31, 2023 $ in Thousands | Redeemable convertible preferred stock USD ($) shares |
Beginning balance, Temporary equity at Dec. 31, 2022 | $ 214,620 |
Beginning balance, Temporary equity (in shares) at Dec. 31, 2022 | shares | 1,373,730,625 |
Increase (Decrease) in Temporary Equity | |
Net loss | $ 0 |
Ending balance, Temporary equity at Mar. 31, 2023 | $ 214,620 |
Ending balance, Temporary equity (in shares) at Mar. 31, 2023 | shares | 1,373,730,625 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (6,629) | $ (6,587) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accretion of discount on marketable securities, net | (193) | (35) |
Non-cash lease expense | 36 | 34 |
Stock-based compensation expense | 759 | 767 |
Change in fair value of stock warrant liability | 2 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 640 | (37) |
Accounts payable and accrued liabilities | (782) | (1,193) |
Operating lease liabilities | (39) | (35) |
Net cash used in operating activities | (6,208) | (7,084) |
Cash flows from investing activities: | ||
Sales of marketable securities | 3,000 | 19,400 |
Net cash provided by investing activities | 3,000 | 19,400 |
Cash flows from financing activities: | ||
Proceeds from sale of Series A common stock, net of underwriter commissions and discounts | 105,750 | |
Proceeds from exercise of stock options | 114 | 0 |
Payment of financing costs | (1,018) | (136) |
Net cash provided by (used in) financing activities | 104,846 | (136) |
Net increase in cash and cash equivalents | 101,638 | 12,180 |
Cash and cash equivalents at beginning of period | 75,139 | 158 |
Cash and cash equivalents at end of period | $ 176,777 | 12,338 |
Supplemental non-cash investing and financing activities: | ||
Deferred financing costs within accounts payable and accrued expenses | $ 1,197 |
Organization and description of
Organization and description of business | 3 Months Ended |
Mar. 31, 2024 | |
Organization and description of business | |
Organization and description of business | SAGIMET BIOSCIENCES INC. NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS 1. Organization and description of business Sagimet Biosciences Inc. (the Company), a Delaware Corporation headquartered in San Mateo, California, is a clinical-stage biopharmaceutical company developing novel therapeutics called fatty acid synthase (FASN) inhibitors that target dysfunctional metabolic pathways in diseases resulting from the overproduction of the fatty acid, palmitate. The Company’s lead drug candidate, denifanstat, is an oral, once-daily pill and selective FASN inhibitor for the treatment of metabolic dysfunction-associated steatohepatitis (MASH), formerly known as nonalcoholic steatohepatitis (NASH). In January 2024, the Company announced positive topline results from the Phase 2b FASCINATE-2 clinical trial, evaluating denifanstat in biopsy-confirmed MASH patients with stage F2 or F3 fibrosis compared to placebo at week 52. In addition to MASH, the Company is exploring the use of its FASN inhibitors in acne and in select forms of cancer, diseases in which dysregulation of fatty acid metabolism also play a key role. Denifanstat is currently being tested in China by the Company’s license partner, Ascletis, a subsidiary of Ascletis Pharma, in a Phase 3 clinical trial for moderate to severe acne vulgaris, and a Phase 3 trial in recurrent glioblastoma multiforme (GBM) in combination with bevacizumab. The Company has completed IND-enabling studies for a second clinical candidate FASN inhibitor, TVB-3567. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted (GAAP) in the United States. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) promulgated by the Financial Accounting Standards Board (FASB). These unaudited interim financial statements and accompanying notes should be read in conjunction with the Company’s annual financial statements and the notes thereto included in the Company’s Form 10-K filed with the Securities and Exchange Commission (SEC) on March 25, 2024. The accompanying interim financial statements as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 are unaudited but include all adjustments that management believes to be necessary for a fair presentation of the periods presented. Interim results are not necessarily indicative of results for a full year. Balance sheet amounts as of December 31, 2023 have been derived from the audited financial statements as of that date. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates include accruals of research and development expenses, accrued costs for services rendered in connection with third-party contractor clinical trial activities, preferred stock and common stock valuations prior to the Company’s initial public offering of Series A common stock (IPO) and stock option valuations and stock-based compensation. On an ongoing basis, the Company evaluates its estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Emerging growth company status The Company is an emerging growth company (EGC) as defined in the Jumpstart Our Business Startups Acts of 2012, as amended (the JOBS Act), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company FASB standards’ effective dates. Risks and liquidity The Company is subject to certain risks and uncertainties, including, but not limited to changes in any of the following areas that the Company believes could have a material adverse effect on future financial position or results of operations: the availability of future financing; the ability to obtain regulatory approval and market acceptance of, and reimbursement for, the Company’s drug candidates if approved; the performance of third-party clinical research organizations and manufacturers; protection of the intellectual property; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; and the Company’s ability to attract and retain employees necessary to support commercial success. In addition, significant changes in the biotechnology industry or the approval of competitive products or therapies could adversely affect the Company’s development and operating results. The Company will require substantial additional capital to fund its research and development and ongoing operating expenses. As of March 31, 2024, the Company has relied on public and private equity and debt financings, to fund its operations. The Company has incurred net losses and negative cash flows from operations since inception, and, as of March 31, 2024, had an accumulated deficit of $256.4 million and cash, cash equivalents and marketable securities of $193.7 million. The Company expects to incur additional losses and negative cash flows from operations for the next twelve months. In July and August 2023, the Company completed its IPO and its underwriters exercised their overallotment option, respectively, whereby the Company sold an aggregate of In January 2024, the Company completed a follow-on offering whereby it sold 9,000,000 shares of its Series A common stock at price of $12.50 per share and received $104.7 million in proceeds, net of issuance costs of $7.8 million. T |
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. Significant accounting policies The Company’s significant accounting policies are disclosed in the audited consolidated financial statements and the notes thereto, which are included in the in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 25, 2024. Since the date of those audited consolidated financial statements, there have been no material changes to the Company’s significant accounting policies. Reverse stock split A one-for- 79.4784 Net loss per share and reclassification of common stock Basic and diluted net loss per share is computed using the two-class method required for multiple classes of common stock and participating securities. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders for all periods presented. Basic net loss per common share attributable to common stockholders is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share attributable to common stockholders calculation, the redeemable convertible preferred stock, common stock options, restricted stock units and common and redeemable convertible preferred stock warrants are considered to be potentially dilutive securities. As the Company has reported a net loss for the periods presented, basic and diluted net loss per share attributable to common stockholders is the same. On July 18, 2023, each share of the Company’s common stock issued and outstanding became reclassified as one share of Series A common stock. Any stock certificate that immediately prior to July 18, 2023 represented shares of the Company’s common stock was deemed to represent shares of Series A common stock, without the need for surrender or exchange thereof. Additionally, in connection with the IPO, the Company’s outstanding redeemable convertible preferred stock automatically converted into 15,117,912 shares of Series A common stock and 1,520,490 shares of Series B common stock. The rights of the holders of Series A common stock and Series B common stock are substantially identical, except with respect to voting and conversion. Each share of Series A common stock is entitled to one vote and shares of Series B common stock are non-voting, except as may be required by law. Each share of Series B common stock may be converted at any time into one share of Series A common stock at the option of its holder, subject to certain ownership limitations. As such, basic and diluted net loss per share attributable to common stockholders is presented on a combined basis as undistributed earnings, when allocated to each series of common stock, result in the same net loss per share for all periods presented. The following table presents the calculation of basic and diluted net loss per share for the three months ended March 31, 2024 and 2023 (in thousands, except share and per share data): Three Months Ended March 31, 2024 2023 Numerator: Net loss attributable to common stockholders $ (6,629) $ (6,587) Denominator: Weighted-average shares outstanding, basic and diluted 29,039,427 185,137 Net loss per share, basic and diluted $ (0.23) $ (35.58) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common, Series A and Series B common stockholders for the periods presented because including them would have been antidilutive: Three Months Ended March 31, 2024 2023 Options to purchase Series A common stock 3,518,803 — Warrant to purchase Series A common stock 1,000 — Redeemable convertible preferred stock on an as converted basis — 16,638,476 Options to purchase common stock — 3,190,450 Warrants to purchase common stock — 40,268 Warrant to purchase redeemable convertible preferred stock — 79,545 Restricted stock units 1,125,840 — Total 4,645,643 19,948,739 Recently adopted accounting pronouncements In August 2020, the FASB issued ASU No. 2020-06 , Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40); Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity New accounting pronouncements not yet adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures. requires retrospective application to all prior periods presented in the financial statements. The Company is assessing the impact of the adoption of this standard on its disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740)— Improvements to Income Tax Disclosures |
Fair value measurements and fai
Fair value measurements and fair value of financial instruments | 3 Months Ended |
Mar. 31, 2024 | |
Fair value measurements and fair value of financial instruments | |
Fair value measurements and fair value of financial instruments | 3. Fair value measurements and fair value of financial instruments The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1— Level 2— Level 3— As of March 31, 2024 and December 31, 2023, financial assets measured at fair value on a recurring basis consist of cash equivalents and marketable securities. Cash equivalents consist of money market funds and other investments that are readily convertible into cash and have maturities of three months or less at the time of acquisition The carrying values of the Company’s accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these liabilities. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company’s Level 3 liabilities that are measured at fair value on a recurring basis consist of the Series A common stock warrant liability related to the warrant to purchase 1,000 shares of Series A common stock with an exercise price of $69.64 per share and an expiration date of July 18, 2026, the third anniversary date of the closing of the Company’s IPO. The fair value of Series A common stock warrant liability was immaterial as of March 31, 2024 and December 31, 2023, as well as the change in fair value during the three months ended March 31, 2024. There were no transfers within the hierarchy during the periods presented. Cash equivalents and marketable securities consisted of the following (in thousands): March 31, 2024 Valuation Amortized Unrealized Unrealized Estimated Hierarchy cost Gains Losses Fair Value Assets: Cash equivalents: Money market funds Level 1 $ 69,042 $ — $ — $ 69,042 Corporate debt securities Level 2 308 — — 308 Total cash equivalents $ 69,350 $ — $ — $ 69,350 Marketable securities: Commercial paper Level 2 8,968 7 — 8,975 Corporate debt securities Level 2 2,985 — (1) 2,984 U.S. Treasury securities Level 2 4,968 1 — 4,969 Total marketable securities $ 16,921 $ 8 $ (1) $ 16,928 Total assets $ 86,271 $ 8 $ (1) $ 86,278 December 31, 2023 Valuation Amortized Unrealized Unrealized Estimated Hierarchy cost Gains Losses Fair Value Assets: Cash equivalents: Money market funds Level 1 $ 69,516 $ — $ — $ 69,516 Corporate debt securities Level 2 4,622 — — 4,622 Total cash equivalents $ 74,138 $ — $ — $ 74,138 Marketable securities: Commercial paper Level 2 9,879 19 — 9,898 Corporate debt securities Level 2 2,945 4 — 2,949 U.S. Treasury securities Level 2 6,904 7 — 6,911 Total marketable securities $ 19,728 $ 30 $ — $ 19,758 Total assets $ 93,866 $ 30 $ — $ 93,896 |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 3 Months Ended |
Mar. 31, 2024 | |
Prepaid expenses and other current assets | |
Prepaid expenses and other current assets | 4. Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following (in thousands): As of March 31, December 31, 2024 2023 Prepaid insurance $ 305 $ 585 Prepaid clinical expenses 373 767 Deferred financing costs — 323 Other 108 74 Total $ 786 $ 1,749 |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | 5. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following (in thousands): As of March 31, December 31, 2024 2023 Accrued clinical costs $ 1,362 $ 2,668 Accrued payroll-related costs 314 1,105 Accrued research and development costs 1,623 632 Accrued outside services 654 442 Accrued offering costs — 323 Other — 233 Total $ 3,953 $ 5,403 |
Related parties
Related parties | 3 Months Ended |
Mar. 31, 2024 | |
Related parties | |
Related parties | 6. Related parties In January 2019, the Company entered into a license agreement that became effective in February 2019 with Ascletis BioScience Co. Ltd (Ascletis), a subsidiary of Ascletis Pharma Inc. (Ascletis Pharma), a biotechnology company incorporated in the Cayman Islands and headquartered in Hangzhou, China, and a Company investor. Pursuant to the license agreement, Ascletis is solely responsible for all development activities in connection with obtaining and maintaining regulatory approvals for denifanstat in Greater China. As of March 31, 2024 and December 31, 2023, the Company accrued $96,000 and $31,000 of expenses, respectively, related to its portion of expenses owed under a sponsored research agreement that is co-sponsored by Ascletis, which are recorded in research and development in the unaudited condensed statements of operations and comprehensive loss. |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and contingencies | |
Commitments and contingencies | 7. Commitments and contingencies Facility lease agreement On March 12, 2019, the Company executed a 38-month non-cancelable operating lease agreement for 3,030 square feet of office space for its headquarters facility which commenced April 1, 2019. The lease provides for monthly lease payments of approximately $12,000 with annual increases. On December 20, 2021, the lease agreement was amended to extend the term of the lease through June 2024. The Company has accounted for the lease as an operating lease. Operating lease cost for each of the three months ended March 31, 2024, and 2023 was $37,000. On April 5, 2024, the lease agreement was amended to (i) extend the lease through June 30, 2025 and (ii) increase the monthly lease payment to approximately $13,000 beginning on the commencement date of July 1, 2024. Guarantees and indemnifications In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of March 31, 2024, the Company does not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities. Legal The Company is not party to any material legal proceedings at this time. From time to time, the Company may become involved in various legal proceedings that arise in the ordinary course of its business. |
Stock-based compensation
Stock-based compensation | 3 Months Ended |
Mar. 31, 2024 | |
Stock-based compensation | |
Stock-based compensation | 8. Stock-based compensation The 2023 Stock Option and Incentive Plan (2023 Plan), was adopted by the board of directors, approved by the Company’s stockholders on July 4, 2023, and became effective on July 13, 2023, replacing a prior share-based incentive plan. The number of shares initially reserved for issuance under the 2023 Plan was 2,585,968, which automatically increased by 855,016 shares on January 1, 2024 and will increase each January 1 thereafter, by (i) 4% of the outstanding number of shares of our Series A common stock on the immediately preceding December 31 or (ii) a lesser number of shares as determined by the compensation committee of the board of directors. As such, as of March 31, 2024, the maximum number of shares with respect to which awards may be issued under the 2023 Plan was 3,440,984, and 2,276,663 shares were available for future grant thereunder. The Company has recorded aggregate stock-based compensation expense related to the issuance of stock option awards to employees and non-employees in the unaudited condensed statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2024 2023 Stock options $ 449 $ 767 Restricted stock units 310 — Total stock-based compensation expense $ 759 $ 767 Included in: General and administrative expense $ 513 $ 598 Research and development expense 246 169 Total stock-based compensation expense $ 759 $ 767 Stock options The Company’s stock options consist of (i) time-based options, which vest and become exercisable, subject to the participant’s continued employment or service through the applicable vesting date and (ii) performance-based options, which vest based on performance measures against predetermined objectives that could include successful completion of qualified equity offerings or announced topline results for clinical trials and positive clinical results over a specified performance period. The Company’s time-based options granted have various vesting schedules that may range from vesting immediately to vesting over four years. The following table summarizes stock option activity (in thousands, except share and per share data): Weighted- Number of Average Shares Weighted- Remaining Underlying Average Contractual Aggregate Outstanding Exercise Term Intrinsic Options Price (in Years) Value Outstanding, January 1, 2024 3,753,507 $ 7.99 7.1 $ 8 Options granted 38,481 5.48 Options exercised (17,995) 6.36 Options forfeited/expired (255,190) 13.27 Outstanding, March 31, 2024 (a) 3,518,803 $ 7.59 6.7 $ 8 Vested and exercisable as of March 31, 2024 2,268,998 $ 7.00 5.7 $ 8 ____________ (a) Includes 619,742 performance-based options with a weighted-average exercise price of $6.38 , almost all of which were fully vested and exercisable. During the three months ended March 31, 2024 and 2023, the weighted average grant-date fair value per share of stock options granted was $4.34 and nil , respectively, and the total intrinsic value of stock options exercised was $0.1 million and nil , respectively. Additionally, during the three months ended March 31, 2024 and 2023, cash received from the exercise of options was $0.1 million and nil , respectively. As of March 31, 2024, there was $8.1 million of total unrecognized compensation cost related to stock options, which is expected to be recognized over a remaining weighted-average period of 2.5 years. Restricted stock units The following table summarizes restricted stock unit activity: Weighted-Average Restricted Grant Date Stock Units Fair Value Outstanding, January 1, 2024 1,132,410 $ 2.96 Forfeited/expired (6,570) 2.96 Outstanding, March 31, 2024 1,125,840 $ 2.96 As of the total unrecognized compensation expense related to unvested restricted stock units was $2.9 million, which is expected to be Valuation assumptions The fair value of each stock option granted was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions: Three Months Ended March 31, 2024 Expected volatility 96.0 % Risk-free interest rate 4.1 % Dividend yield — Expected term (in years) 6.1 There were no stock options granted during the three months ended March 31, 2023. The expected term of the stock options represents the average of the contractual term of the options and the weighted-average expected vesting period. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility rate was based on the historical volatilities of comparable companies in the Company’s industry. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. Employee stock purchase plan The 2023 Employee Stock Purchase Plan (the ESPP), was adopted by the board of directors with an initial total of 215,497 shares of Series A common stock reserved for issuance under this plan, which automatically increased on January 1, 2024 and will increase each January 1 thereafter through January 1, 2033, by the least of (i) 215,497 shares of Series A common stock, (ii) 1% of the outstanding number of shares of the Company’s Series A common stock on the immediately preceding December 31 or (iii) such lesser number of shares of Series A common stock as determined by the administrator of the ESPP. On January 1, 2024 and in accordance with the ESPP, the authorized shares were increased by 213,754 shares for a total of 429,251 shares of Series A common stock available under the ESPP. No shares of Series A common stock have been issued under the ESPP to date; the first offering period under the ESPP is expected to commence in the second quarter of 2024. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of significant accounting policies | |
Reverse stock split | Reverse stock split A one-for- 79.4784 |
Net loss per share and reclassification of common stock | Net loss per share and reclassification of common stock Basic and diluted net loss per share is computed using the two-class method required for multiple classes of common stock and participating securities. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders for all periods presented. Basic net loss per common share attributable to common stockholders is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share attributable to common stockholders calculation, the redeemable convertible preferred stock, common stock options, restricted stock units and common and redeemable convertible preferred stock warrants are considered to be potentially dilutive securities. As the Company has reported a net loss for the periods presented, basic and diluted net loss per share attributable to common stockholders is the same. On July 18, 2023, each share of the Company’s common stock issued and outstanding became reclassified as one share of Series A common stock. Any stock certificate that immediately prior to July 18, 2023 represented shares of the Company’s common stock was deemed to represent shares of Series A common stock, without the need for surrender or exchange thereof. Additionally, in connection with the IPO, the Company’s outstanding redeemable convertible preferred stock automatically converted into 15,117,912 shares of Series A common stock and 1,520,490 shares of Series B common stock. The rights of the holders of Series A common stock and Series B common stock are substantially identical, except with respect to voting and conversion. Each share of Series A common stock is entitled to one vote and shares of Series B common stock are non-voting, except as may be required by law. Each share of Series B common stock may be converted at any time into one share of Series A common stock at the option of its holder, subject to certain ownership limitations. As such, basic and diluted net loss per share attributable to common stockholders is presented on a combined basis as undistributed earnings, when allocated to each series of common stock, result in the same net loss per share for all periods presented. The following table presents the calculation of basic and diluted net loss per share for the three months ended March 31, 2024 and 2023 (in thousands, except share and per share data): Three Months Ended March 31, 2024 2023 Numerator: Net loss attributable to common stockholders $ (6,629) $ (6,587) Denominator: Weighted-average shares outstanding, basic and diluted 29,039,427 185,137 Net loss per share, basic and diluted $ (0.23) $ (35.58) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common, Series A and Series B common stockholders for the periods presented because including them would have been antidilutive: Three Months Ended March 31, 2024 2023 Options to purchase Series A common stock 3,518,803 — Warrant to purchase Series A common stock 1,000 — Redeemable convertible preferred stock on an as converted basis — 16,638,476 Options to purchase common stock — 3,190,450 Warrants to purchase common stock — 40,268 Warrant to purchase redeemable convertible preferred stock — 79,545 Restricted stock units 1,125,840 — Total 4,645,643 19,948,739 |
New accounting pronouncements not yet adopted | Recently adopted accounting pronouncements In August 2020, the FASB issued ASU No. 2020-06 , Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40); Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity New accounting pronouncements not yet adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures. requires retrospective application to all prior periods presented in the financial statements. The Company is assessing the impact of the adoption of this standard on its disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740)— Improvements to Income Tax Disclosures |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of significant accounting policies | |
Schedule of basic and diluted loss per share | Three Months Ended March 31, 2024 2023 Numerator: Net loss attributable to common stockholders $ (6,629) $ (6,587) Denominator: Weighted-average shares outstanding, basic and diluted 29,039,427 185,137 Net loss per share, basic and diluted $ (0.23) $ (35.58) |
Schedule of potentially dilutive securities | Three Months Ended March 31, 2024 2023 Options to purchase Series A common stock 3,518,803 — Warrant to purchase Series A common stock 1,000 — Redeemable convertible preferred stock on an as converted basis — 16,638,476 Options to purchase common stock — 3,190,450 Warrants to purchase common stock — 40,268 Warrant to purchase redeemable convertible preferred stock — 79,545 Restricted stock units 1,125,840 — Total 4,645,643 19,948,739 |
Fair value measurements and f_2
Fair value measurements and fair value of financial instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair value measurements and fair value of financial instruments | |
Schedule of marketable securities, available-for-sale | Cash equivalents and marketable securities consisted of the following (in thousands): March 31, 2024 Valuation Amortized Unrealized Unrealized Estimated Hierarchy cost Gains Losses Fair Value Assets: Cash equivalents: Money market funds Level 1 $ 69,042 $ — $ — $ 69,042 Corporate debt securities Level 2 308 — — 308 Total cash equivalents $ 69,350 $ — $ — $ 69,350 Marketable securities: Commercial paper Level 2 8,968 7 — 8,975 Corporate debt securities Level 2 2,985 — (1) 2,984 U.S. Treasury securities Level 2 4,968 1 — 4,969 Total marketable securities $ 16,921 $ 8 $ (1) $ 16,928 Total assets $ 86,271 $ 8 $ (1) $ 86,278 December 31, 2023 Valuation Amortized Unrealized Unrealized Estimated Hierarchy cost Gains Losses Fair Value Assets: Cash equivalents: Money market funds Level 1 $ 69,516 $ — $ — $ 69,516 Corporate debt securities Level 2 4,622 — — 4,622 Total cash equivalents $ 74,138 $ — $ — $ 74,138 Marketable securities: Commercial paper Level 2 9,879 19 — 9,898 Corporate debt securities Level 2 2,945 4 — 2,949 U.S. Treasury securities Level 2 6,904 7 — 6,911 Total marketable securities $ 19,728 $ 30 $ — $ 19,758 Total assets $ 93,866 $ 30 $ — $ 93,896 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Prepaid expenses and other current assets | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consist of the following (in thousands): As of March 31, December 31, 2024 2023 Prepaid insurance $ 305 $ 585 Prepaid clinical expenses 373 767 Deferred financing costs — 323 Other 108 74 Total $ 786 $ 1,749 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accrued expenses and other current liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): As of March 31, December 31, 2024 2023 Accrued clinical costs $ 1,362 $ 2,668 Accrued payroll-related costs 314 1,105 Accrued research and development costs 1,623 632 Accrued outside services 654 442 Accrued offering costs — 323 Other — 233 Total $ 3,953 $ 5,403 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stock-based compensation | |
Schedule of stock-based compensation expense | The Company has recorded aggregate stock-based compensation expense related to the issuance of stock option awards to employees and non-employees in the unaudited condensed statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2024 2023 Stock options $ 449 $ 767 Restricted stock units 310 — Total stock-based compensation expense $ 759 $ 767 Included in: General and administrative expense $ 513 $ 598 Research and development expense 246 169 Total stock-based compensation expense $ 759 $ 767 |
Schedule of option activity transactions | The following table summarizes stock option activity (in thousands, except share and per share data): Weighted- Number of Average Shares Weighted- Remaining Underlying Average Contractual Aggregate Outstanding Exercise Term Intrinsic Options Price (in Years) Value Outstanding, January 1, 2024 3,753,507 $ 7.99 7.1 $ 8 Options granted 38,481 5.48 Options exercised (17,995) 6.36 Options forfeited/expired (255,190) 13.27 Outstanding, March 31, 2024 (a) 3,518,803 $ 7.59 6.7 $ 8 Vested and exercisable as of March 31, 2024 2,268,998 $ 7.00 5.7 $ 8 ____________ (a) Includes 619,742 performance-based options with a weighted-average exercise price of $6.38 , almost all of which were fully vested and exercisable. |
Schedule of restricted stock unit activity | Weighted-Average Restricted Grant Date Stock Units Fair Value Outstanding, January 1, 2024 1,132,410 $ 2.96 Forfeited/expired (6,570) 2.96 Outstanding, March 31, 2024 1,125,840 $ 2.96 |
Schedule of fair value assumptions | Three Months Ended March 31, 2024 Expected volatility 96.0 % Risk-free interest rate 4.1 % Dividend yield — Expected term (in years) 6.1 |
Organization and description _2
Organization and description of business (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | ||
Jan. 31, 2024 | Aug. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Organization and description of business | ||||
Accumulated deficit | $ (256,373) | $ (249,744) | ||
Cash and cash equivalents and marketable securities | $ 193,700 | |||
Series A Common Stock | ||||
Organization and description of business | ||||
Shares issued (in shares) | 9,000,000 | 6,026,772 | ||
Share price (in dollars per share) | $ 12.50 | $ 16 | ||
Net proceeds | $ 104,700 | $ 86,200 | ||
Issuance costs | $ 7,800 |
Summary of significant accoun_4
Summary of significant accounting policies (Details) | Jul. 18, 2023 shares | Jul. 07, 2023 |
Summary of significant accounting policies | ||
Reverse stock split | 0.012582 | |
Common Class A | ||
Summary of significant accounting policies | ||
Shares issued upon conversion (in shares) | 15,117,912 | |
Series B Common Stock | ||
Summary of significant accounting policies | ||
Shares issued upon conversion (in shares) | 1,520,490 |
Summary of significant accoun_5
Summary of significant accounting policies - EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net Income (Loss) | $ (6,629) | $ (6,587) |
Denominator: | ||
Weighted-average shares outstanding, basic (in shares) | 29,039,427 | 185,137 |
Weighted-average shares outstanding, diluted (in shares) | 29,039,427 | 185,137 |
Net loss per share, basic (in dollars per share) | $ (0.23) | $ (35.58) |
Net loss per share, diluted (in dollars per share) | $ (0.23) | $ (35.58) |
Summary of significant accoun_6
Summary of significant accounting policies - Dilutive (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive securities | ||
Potentially dilutive securities (in shares) | 4,645,643 | 19,948,739 |
Stock options | Series A Common Stock | ||
Antidilutive securities | ||
Potentially dilutive securities (in shares) | 3,518,803 | |
Stock options | Common stock | ||
Antidilutive securities | ||
Potentially dilutive securities (in shares) | 3,190,450 | |
Warrants | Series A Common Stock | ||
Antidilutive securities | ||
Potentially dilutive securities (in shares) | 1,000 | |
Warrants | Redeemable convertible preferred stock | ||
Antidilutive securities | ||
Potentially dilutive securities (in shares) | 79,545 | |
Warrants | Common stock | ||
Antidilutive securities | ||
Potentially dilutive securities (in shares) | 40,268 | |
Redeemable convertible preferred stock | ||
Antidilutive securities | ||
Potentially dilutive securities (in shares) | 16,638,476 | |
Restricted stock units | ||
Antidilutive securities | ||
Potentially dilutive securities (in shares) | 1,125,840 |
Fair value measurements and f_3
Fair value measurements and fair value of financial instruments - Warrants (Details) - Series A common stock warrant liability | Mar. 31, 2024 $ / shares shares |
Redeemable Convertible Preferred Stock Warrant Liability | |
Warrants issued (in shares) | shares | 1,000 |
Exercise price of warrant (in dollars per share) | $ / shares | $ 69.64 |
Fair value measurements and f_4
Fair value measurements and fair value of financial instruments - Fair value (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair value on a recurring basis | ||
Cash equivalents fair value | $ 69,400 | $ 74,100 |
Recurring | ||
Fair value on a recurring basis | ||
Unrealized Gains | 8 | 30 |
Unrealized Losses | (1) | |
Recurring | Level 2 | Commercial paper | ||
Fair value on a recurring basis | ||
Unrealized Gains | 7 | 19 |
Recurring | Level 2 | Corporate debt securities | ||
Fair value on a recurring basis | ||
Unrealized Gains | 4 | |
Unrealized Losses | (1) | |
Recurring | Level 2 | U.S. Treasury securities | ||
Fair value on a recurring basis | ||
Unrealized Gains | 1 | 7 |
Recurring | Amortized cost | ||
Fair value on a recurring basis | ||
Cash equivalents fair value | 69,350 | 74,138 |
Marketable securities fair value | 16,921 | 19,728 |
Total assets fair value | 86,271 | 93,866 |
Recurring | Amortized cost | Level 1 | Money market funds | ||
Fair value on a recurring basis | ||
Cash equivalents fair value | 69,042 | 69,516 |
Recurring | Amortized cost | Level 2 | Commercial paper | ||
Fair value on a recurring basis | ||
Marketable securities fair value | 8,968 | 9,879 |
Recurring | Amortized cost | Level 2 | Corporate debt securities | ||
Fair value on a recurring basis | ||
Cash equivalents fair value | 308 | 4,622 |
Marketable securities fair value | 2,985 | 2,945 |
Recurring | Amortized cost | Level 2 | U.S. Treasury securities | ||
Fair value on a recurring basis | ||
Marketable securities fair value | 4,968 | 6,904 |
Recurring | Estimated Fair Value | ||
Fair value on a recurring basis | ||
Cash equivalents fair value | 69,350 | 74,138 |
Marketable securities fair value | 16,928 | 19,758 |
Total assets fair value | 86,278 | 93,896 |
Recurring | Estimated Fair Value | Level 1 | Money market funds | ||
Fair value on a recurring basis | ||
Cash equivalents fair value | 69,042 | 69,516 |
Recurring | Estimated Fair Value | Level 2 | Commercial paper | ||
Fair value on a recurring basis | ||
Marketable securities fair value | 8,975 | 9,898 |
Recurring | Estimated Fair Value | Level 2 | Corporate debt securities | ||
Fair value on a recurring basis | ||
Cash equivalents fair value | 308 | 4,622 |
Marketable securities fair value | 2,984 | 2,949 |
Recurring | Estimated Fair Value | Level 2 | U.S. Treasury securities | ||
Fair value on a recurring basis | ||
Marketable securities fair value | $ 4,969 | $ 6,911 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Prepaid expenses and other current assets | ||
Prepaid insurance | $ 305 | $ 585 |
Prepaid clinical expenses | 373 | 767 |
Deferred financing costs | 323 | |
Other | 108 | 74 |
Total | $ 786 | $ 1,749 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued expenses and other current liabilities | ||
Accrued clinical costs | $ 1,362 | $ 2,668 |
Accrued payroll-related costs | 314 | 1,105 |
Accrued research and development costs | 1,623 | 632 |
Accrued outside services | 654 | 442 |
Accrued deferred offering costs | 323 | |
Other | 233 | |
Total | $ 3,953 | $ 5,403 |
Related parties (Details)
Related parties (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Related parties | ||
Accrued expenses and other current liabilities | $ 3,953,000 | $ 5,403,000 |
Related party | ||
Related parties | ||
Accrued expenses and other current liabilities | $ 96,000 | $ 31,000 |
Commitments and contingencies (
Commitments and contingencies (Details) | 3 Months Ended | |||
Apr. 05, 2024 USD ($) | Mar. 12, 2019 USD ($) ft² | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Leases | ||||
Operating lease term | 38 months | |||
Rented area (in square feet) | ft² | 3,030 | |||
Monthly lease payments | $ 13,000 | $ 12,000 | ||
Operating lease cost | $ 37,000 | $ 37,000 |
Stock-based compensation - Expe
Stock-based compensation - Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock-based compensation | ||
Total stock-based compensation | $ 759 | $ 767 |
Stock options | ||
Stock-based compensation | ||
Total stock-based compensation | 449 | 767 |
Restricted Stock Units | ||
Stock-based compensation | ||
Total stock-based compensation | 310 | |
General and administrative | ||
Stock-based compensation | ||
Total stock-based compensation | 513 | 598 |
Research and development | ||
Stock-based compensation | ||
Total stock-based compensation | $ 246 | $ 169 |
Stock-based compensation (Detai
Stock-based compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Jan. 01, 2024 | Jul. 13, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Stock-based compensation | ||||
Intrinsic Value | $ 0.1 | $ 0 | ||
Weighted average grant date fair value | $ 4.34 | $ 0 | ||
Restricted Stock Units | ||||
Stock-based compensation | ||||
Vesting period | 4 years | |||
Total unrecognized compensation cost | $ 2.9 | |||
Weighted average period of years | 3 years 3 months 18 days | |||
Balance at the beginning (in shares) | 1,132,410 | 1,132,410 | ||
Forfeited/expired (in shares) | (6,570) | |||
Balance at the end (in shares) | 1,125,840 | |||
Balance at the beginning (in dollars per shares) | $ 2.96 | $ 2.96 | ||
Forfeited/expired (in dollars per shares) | 2.96 | |||
Balance at the end (in dollars per shares) | $ 2.96 | |||
2023 Equity incentive plan | ||||
Stock-based compensation | ||||
Common stock reserved for future issuance (in shares) | 2,585,968 | 3,440,984 | ||
Annual increase in reserved shares (as a percent) | 4% | |||
Increase in future issuance (in shares) | 855,016 | |||
Available for grant (in shares) | 2,276,663 | |||
Employee Stock Purchase Plan | ||||
Stock-based compensation | ||||
Common stock reserved for future issuance (in shares) | 215,497 | |||
Annual increase in reserved shares (as a percent) | 1% | |||
Employee Stock Purchase Plan | Series A Common Stock | ||||
Stock-based compensation | ||||
Common stock reserved for future issuance (in shares) | 215,497 | |||
Increase in future issuance (in shares) | 213,754 | |||
Available for grant (in shares) | 429,251 |
Stock-based compensation - Stoc
Stock-based compensation - Stock options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Number of Shares | |||
Balance at the beginning | 3,753,507 | ||
Options granted | 38,481 | 0 | |
Options exercised | (17,995) | ||
Options forfeited/expired | (255,190) | ||
Balance at the end | 3,518,803 | 3,753,507 | |
Shares vested and exercisable at the end | 2,268,998 | ||
Weighted-Average Exercise Price | |||
Balance at the beginning (in dollars per share) | $ 7.99 | ||
Options granted (in dollars per share) | 5.48 | ||
Options exercised (in dollars per share) | 6.36 | ||
Options forfeited/expired (in dollars per share) | 13.27 | ||
Balance at the end (in dollars per share) | 7.59 | $ 7.99 | |
Vested and Exercisable at the end (in dollars per share) | $ 7 | ||
Term and Intrinsic Value | |||
Weighted- Average Remaining Contractual Term, Outstanding | 6 years 8 months 12 days | 7 years 1 month 6 days | |
Weighted- Average Remaining Contractual Term, Exercisable | 5 years 8 months 12 days | ||
Aggregate Intrinsic Value, Outstanding | $ 8 | $ 8 | |
Aggregate Intrinsic Value, Exercisable | $ 8 | ||
Weighted average grant date fair value | $ 4.34 | $ 0 | |
Intrinsic Value | $ 100 | $ 0 | |
Proceeds from exercise of stock options | $ 114 | $ 0 | |
Time-based options | |||
Term and Intrinsic Value | |||
Vesting period | 4 years | ||
Total unrecognized compensation cost | $ 8,100 | ||
Remaining weighted-average period for unrecognized compensation cost | 2 years 6 months | ||
Performance-based options | |||
Number of Shares | |||
Balance at the end | 619,742 | ||
Weighted-Average Exercise Price | |||
Balance at the end (in dollars per share) | $ 6.38 |
Stock-based compensation - Fair
Stock-based compensation - Fair value input (Details) - Employee Stock Option | 3 Months Ended |
Mar. 31, 2024 | |
Stock-based compensation | |
Expected volatility | 96% |
Risk-free interest rate | 4.10% |
Dividend yield | 0% |
Expected term | 6 years 1 month 6 days |
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) | $ (6,629) | $ (6,587) |
Insider Trading Arrangements
Insider Trading Arrangements - George Kemble, Ph.D., | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On February 27, 2024, George Kemble, Ph.D., our Executive Chairman, adopted a Rule 10b5-1 trading arrangement providing for the sale of up to 299,308 shares of our Series A common stock, subject to certain conditions. The arrangement's expiration date is December 15, 2024. |
Name | George Kemble, Ph.D., |
Title | Executive Chairman |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | February 27, 2024 |
Aggregate Available | 299,308 |