Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2023 | |
Document Information [Line Items] | |
Document Type | S-4/A |
Entity Registrant Name | NEOLEUKIN THERAPEUTICS, INC. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 98-0542593 |
Entity Address, Address Line One | 188 East Blaine Street |
Entity Address, Address Line Two | Suite 450 |
Entity Address, City or Town | Seattle |
Entity Address, State or Province | WA |
Entity Address, Postal Zip Code | 98102 |
City Area Code | 866 |
Local Phone Number | 245-0312 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Amendment Flag | false |
Entity Central Index Key | 0001404644 |
Entity Primary SIC Number | 2834 |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 188 East Blaine Street |
Entity Address, Address Line Two | Suite 450 |
Entity Address, City or Town | Seattle |
Entity Address, State or Province | WA |
Entity Address, Postal Zip Code | 98102 |
City Area Code | 866 |
Local Phone Number | 245-0312 |
Contact Personnel Name | Donna M. Cochener |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | |||
Cash and cash equivalents | $ 31,110 | $ 37,887 | $ 142,467 |
Short-term investments | 50,952 | 58,497 | |
Other current assets | 1,718 | 2,750 | 1,522 |
Total current assets | 83,780 | 99,134 | 143,989 |
Property and equipment, net | 561 | 6,163 | 6,452 |
Operating lease right-of-use asset | 9,135 | 9,715 | 10,766 |
Intangible asset, net | 0 | 128 | |
Other non-current assets | 529 | 936 | 1,928 |
Total assets | 94,005 | 115,948 | 163,263 |
Current liabilities | |||
Accounts payable and other liabilities | 3,387 | 9,547 | 7,415 |
Operating lease liability | 1,490 | 1,375 | 1,166 |
Finance lease liability | 3 | 140 | 55 |
Total current liabilities | 4,880 | 11,062 | 8,636 |
Non-current operating lease liability | 9,543 | 10,322 | 11,696 |
Non-current finance lease liability | 6 | 233 | 67 |
Total liabilities | 14,429 | 21,617 | 20,399 |
Stockholders' equity | |||
Common stock - $0.000001 par value - authorized, 20,000,000 as of June 30, 2023 and December 31, 2022; issued and outstanding, 8,804,285 as of June 30, 2023 and 8,529,669 as of December 31, 2022 | 0 | 0 | 0 |
Preferred stock - $0.000001 par value - authorized, 5,000,000 as of June 30, 2023 and December 31, 2022; issued and outstanding, 0 as of June 30, 2023 and December 31, 2022 | 0 | 0 | 0 |
Additional paid-in capital | 546,933 | 545,407 | 536,362 |
Accumulated other comprehensive income (loss) | (13) | (21) | |
Accumulated deficit | (467,344) | (451,055) | (393,498) |
Total stockholders' equity | 79,576 | 94,331 | 142,864 |
Total liabilities and stockholders' equity | $ 94,005 | $ 115,948 | $ 163,263 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock, shares issued (in shares) | 8,804,285 | 8,529,669 | 8,491,494 |
Common stock, shares outstanding (in shares) | 8,804,285 | 8,529,669 | 8,491,494 |
Preferred stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses | ||||||
Research and development | $ (426) | $ 10,956 | $ 7,263 | $ 21,656 | $ 41,129 | $ 39,162 |
General and administrative | 3,492 | 4,915 | 7,519 | 9,580 | 17,968 | 21,536 |
Impairment of property and equipment | 0 | 0 | 3,418 | 0 | ||
Total operating expenses | 3,066 | 15,871 | 18,200 | 31,236 | 59,097 | 60,698 |
Loss from operations | (3,066) | (15,871) | (18,200) | (31,236) | (59,097) | (60,698) |
Interest income | 981 | 194 | 1,926 | 207 | 1,582 | 19 |
Other income (loss), net | 0 | (11) | (15) | (10) | (42) | (13) |
Net loss | (2,085) | (15,688) | (16,289) | (31,039) | (57,557) | (60,692) |
Comprehensive income (loss) | ||||||
Unrealized gain (loss) on available-for-sale securities | (31) | (72) | 8 | (72) | (21) | |
Comprehensive loss | $ (2,116) | $ (15,760) | $ (16,281) | $ (31,111) | $ (57,578) | $ (60,692) |
Net loss per share - basic (in dollars per share) | $ (0.19) | $ (1.42) | $ (1.46) | $ (2.81) | $ (5.21) | $ (5.51) |
Net loss per share - diluted (in dollars per share) | $ (0.19) | $ (1.42) | $ (1.46) | $ (2.81) | $ (5.21) | $ (5.51) |
Basic weighted average number of shares outstanding (in shares) | 11,231,725 | 11,040,741 | 11,158,361 | 11,034,757 | 11,044,232 | 11,008,332 |
Diluted weighted average common shares outstanding (in shares) | 11,231,725 | 11,040,741 | 11,158,361 | 11,034,757 | 11,044,232 | 11,008,332 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | ||||
Net loss | $ (16,289) | $ (31,039) | $ (57,557) | $ (60,692) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock-based compensation | 1,522 | 4,758 | 8,829 | 11,557 |
Depreciation and amortization | 406 | 870 | 1,561 | 1,306 |
Impairment of property and equipment | 3,418 | 0 | ||
Amortization of operating lease right-of-use assets | 580 | 509 | 1,051 | 971 |
Amortization and accretion of premiums/discounts on available-for-sale securities | (1,178) | 3 | (494) | 0 |
Gain (Loss) on sale/disposal of property and equipment | (47) | 0 | 118 | 0 |
Changes in operating assets and liabilities: | ||||
Other current assets and other non-current assets | 1,046 | (537) | (206) | 129 |
Accounts payable and accrued liabilities | (5,876) | 614 | 2,256 | (142) |
Operating lease liabilities | (664) | (563) | (1,165) | (687) |
Net cash used in operating activities | (17,082) | (25,385) | (45,607) | (47,558) |
Investing activities | ||||
Purchases of property and equipment | (551) | (684) | (1,110) | (3,263) |
Proceeds from sale of property and equipment | 2,115 | 0 | ||
Purchases of available-for-sale securities | (55,269) | (39,067) | (107,524) | 0 |
Proceeds from maturities of available-for-sale securities | 64,000 | 0 | 49,500 | 0 |
Net cash provided by (used in) investing activities | 10,295 | (39,751) | (59,134) | (3,263) |
Financing activities | ||||
Proceeds from exercise of stock options | 0 | 134 | 134 | 411 |
Payment on finance lease obligations | (364) | (2) | (55) | (51) |
Proceeds from the issuance of common stock under Employee Stock Purchase Plan | 4 | 63 | 82 | 372 |
Net cash provided by (used in) financing activities | (360) | 195 | 161 | 732 |
Net change in cash, cash equivalents, and restricted cash during the period | (7,147) | (64,941) | (104,580) | (50,089) |
Cash, cash equivalents, and restricted cash, beginning of period | 38,765 | 143,345 | 143,345 | 193,434 |
Cash, cash equivalents, and restricted cash, end of period | 31,618 | 78,404 | 38,765 | 143,345 |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Operating lease liabilities arising from obtaining right-of-use asset | 0 | 1,584 | ||
Finance lease liabilities arising from obtaining right-of-use asset | 307 | 0 | ||
Purchases of property and equipment unpaid at period-end | $ 0 | $ 265 | $ 283 | $ 412 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Previously Reported [Member] | Common Stock | Common Stock Previously Reported [Member] | Common Stock Pre-Funded Warrants | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Balance, beginning (in shares) at Dec. 31, 2020 | 8,439,259 | |||||||
Balance, beginning at Dec. 31, 2020 | $ 191,216 | $ 524,022 | $ (332,806) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Shares issued upon exercises of stock options (in shares) | 24,985 | 24,986 | ||||||
Shares issued upon exercises of stock options | 411 | 411 | ||||||
Shares issued upon vesting of restricted stock units (in shares) | 16,900 | |||||||
Issuance of shares under Employee Stock Purchase Plan (in shares) | 10,349 | |||||||
Issuance of shares under Employee Stock Purchase Plan | 372 | 372 | ||||||
Stock-based compensation | 11,557 | 11,557 | ||||||
Net loss | (60,692) | (60,692) | ||||||
Balance, ending (in shares) at Dec. 31, 2021 | 8,491,493 | 8,491,494 | ||||||
Balance, ending at Dec. 31, 2021 | 142,864 | 536,362 | (393,498) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Shares issued upon exercises of stock options (in shares) | 7,300 | |||||||
Shares issued upon exercises of stock options | 134 | 134 | ||||||
Stock-based compensation | 2,446 | 2,446 | ||||||
Net loss | (15,351) | (15,351) | ||||||
Balance, ending (in shares) at Mar. 31, 2022 | 8,498,794 | |||||||
Balance, ending at Mar. 31, 2022 | 130,093 | 538,942 | (408,849) | $ 0 | ||||
Balance, beginning (in shares) at Dec. 31, 2021 | 8,491,493 | 8,491,494 | ||||||
Balance, beginning at Dec. 31, 2021 | 142,864 | 536,362 | (393,498) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Unrealized gain (loss) on available-for-sale securities | (72) | |||||||
Net loss | (31,039) | |||||||
Balance, ending (in shares) at Jun. 30, 2022 | 8,515,970 | |||||||
Balance, ending at Jun. 30, 2022 | 116,708 | 541,317 | (424,537) | (72) | ||||
Balance, beginning (in shares) at Dec. 31, 2021 | 8,491,493 | 8,491,494 | ||||||
Balance, beginning at Dec. 31, 2021 | $ 142,864 | 536,362 | (393,498) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Shares issued upon exercises of stock options (in shares) | 7,300 | 7,300 | ||||||
Shares issued upon exercises of stock options | $ 134 | 134 | ||||||
Shares issued upon vesting of restricted stock units (in shares) | 4,950 | |||||||
Issuance of shares under Employee Stock Purchase Plan (in shares) | 25,925 | |||||||
Issuance of shares under Employee Stock Purchase Plan | 82 | 82 | ||||||
Unrealized gain (loss) on available-for-sale securities | (21) | (21) | ||||||
Stock-based compensation | 8,829 | 8,829 | ||||||
Net loss | (57,557) | (57,557) | ||||||
Balance, ending (in shares) at Dec. 31, 2022 | 8,529,668 | 8,529,669 | ||||||
Balance, ending at Dec. 31, 2022 | 94,331 | 545,407 | (451,055) | (21) | ||||
Balance, beginning (in shares) at Mar. 31, 2022 | 8,498,794 | |||||||
Balance, beginning at Mar. 31, 2022 | 130,093 | 538,942 | (408,849) | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Shares issued upon vesting of restricted stock units (in shares) | 2,000 | |||||||
Issuance of shares under Employee Stock Purchase Plan (in shares) | 15,176 | |||||||
Issuance of shares under Employee Stock Purchase Plan | 63 | 63 | ||||||
Unrealized gain (loss) on available-for-sale securities | (72) | (72) | ||||||
Stock-based compensation | 2,312 | 2,312 | ||||||
Net loss | (15,688) | (15,688) | ||||||
Balance, ending (in shares) at Jun. 30, 2022 | 8,515,970 | |||||||
Balance, ending at Jun. 30, 2022 | 116,708 | 541,317 | (424,537) | (72) | ||||
Balance, beginning (in shares) at Dec. 31, 2022 | 8,529,668 | 8,529,669 | ||||||
Balance, beginning at Dec. 31, 2022 | 94,331 | 545,407 | (451,055) | (21) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Shares issued upon vesting of restricted stock units (in shares) | 34,000 | |||||||
Unrealized gain (loss) on available-for-sale securities | 39 | 39 | ||||||
Stock-based compensation | 1,191 | 1,191 | ||||||
Net loss | (14,204) | (14,204) | ||||||
Balance, ending (in shares) at Mar. 31, 2023 | 8,563,669 | |||||||
Balance, ending at Mar. 31, 2023 | 81,357 | 546,598 | (465,259) | 18 | ||||
Balance, beginning (in shares) at Dec. 31, 2022 | 8,529,668 | 8,529,669 | ||||||
Balance, beginning at Dec. 31, 2022 | $ 94,331 | 545,407 | (451,055) | (21) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Shares issued upon exercises of stock options (in shares) | 0 | 7,300 | ||||||
Unrealized gain (loss) on available-for-sale securities | $ 8 | |||||||
Net loss | (16,289) | |||||||
Balance, ending (in shares) at Jun. 30, 2023 | 8,804,285 | |||||||
Balance, ending at Jun. 30, 2023 | 79,576 | 546,933 | (467,344) | (13) | ||||
Balance, beginning (in shares) at Mar. 31, 2023 | 8,563,669 | |||||||
Balance, beginning at Mar. 31, 2023 | 81,357 | 546,598 | (465,259) | 18 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Shares issued upon vesting of restricted stock units (in shares) | 2,000 | |||||||
Shares issued upon the exercise of pre-funded warrants (in shares) | 236,000 | |||||||
Issuance of shares under Employee Stock Purchase Plan (in shares) | 2,616 | |||||||
Issuance of shares under Employee Stock Purchase Plan | 4 | 4 | ||||||
Unrealized gain (loss) on available-for-sale securities | (31) | (31) | ||||||
Stock-based compensation | 331 | 331 | ||||||
Net loss | (2,085) | (2,085) | ||||||
Balance, ending (in shares) at Jun. 30, 2023 | 8,804,285 | |||||||
Balance, ending at Jun. 30, 2023 | $ 79,576 | $ 546,933 | $ (467,344) | $ (13) |
Nature of operations
Nature of operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of operations | 1. Nature of operations Neoleukin Therapeutics, Inc. (“Neoleukin” or “the Company”) has historically been a biopharmaceutical company creating next generation immunotherapies for cancer, inflammation, and autoimmunity using de novo NL-201, de novo On July 17, 2023, Neoleukin, Project North Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Neoleukin (“Merger Sub”), and Neurogene Inc., a privately held Delaware corporation (“Neurogene”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Neurogene, with Neurogene continuing as a wholly owned subsidiary of Neoleukin and the surviving corporation of the merger (the “Merger”). The Merger is intended to qualify for federal income tax purposes as a tax-free If the Merger is completed, Neoleukin will continue as the surviving corporation after the Merger, but will change its name to Neurogene Inc., and the management of Neurogene is expected to become the management of the surviving corporation. On September 25, 2023, as approved by the stockholders of Neoleukin on June 8, 2023, the Company effected a 1-for-5 reverse stock split of the outstanding and authorized common stock of the Company. The Company’s Board of Directors approved the reverse stock split at a ratio of 1-for-5 on August 30, 2023. The reverse stock split has been retroactively recasted in these condensed financial statements. | 1. Nature of operations Neoleukin Therapeutics, Inc. (“Neoleukin” or “the Company”) has historically been a biopharmaceutical company creating next generation immunotherapies for cancer, inflammation, and autoimmunity using de novo protein design technology. Based on decisions made by the Company’s Board of Directors in November 2022 and March 2023, the Company has restructured operations to significantly reduce its workforce, discontinue development of NL-201, a de novo protein that was in Phase 1 clinical trial for the treatment of cancer, and suspended all research and development activities in order to conserve capital and focus on other strategic alternatives for the Company. On July 17, 2023, Neoleukin, Project North Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Neoleukin (“Merger Sub”), and Neurogene Inc., a privately held Delaware corporation (“Neurogene”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Neurogene, with Neurogene continuing as a wholly owned subsidiary of Neoleukin and the surviving corporation of the merger (the “Merger”). The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “IRC”). The Merger Agreement is subject to customary closing conditions, including approval of certain matters by stockholders of each of Neoleukin and Neurogene, and is anticipated to close in the fourth quarter of 2023, assuming satisfaction or waiver of all of the conditions of the Merger. If the Merger is completed, Neoleukin will continue as the surviving corporation after the Merger, but will change its name to Neurogene Inc., and the management of Neurogene is expected to become the management of the surviving corporation. On September 25, 2023, as approved by the stockholders of Neoleukin on June 8, 2023, the Company effected a 1-for-5 reverse stock split of the outstanding and authorized common stock of the Company. The Company’s Board of Directors approved the reverse stock split at a ratio of 1-for-5 on August 30, 2023. The reverse stock split has been retroactively recasted in these financial statements. |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Summary of significant accounting policies | 2. Summary of significant accounting policies (a) Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, these financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K In management’s opinion, the unaudited condensed financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position of the Company as of June 30, 2023, and results of operations and cash flows for all periods presented. The interim results presented are not necessarily indicative of results that can be expected for the full year ending December 31, 2023. The Company reclassified prior year interest income in the condensed statements of operations and comprehensive income (loss) to conform to current year presentation. This reclassification had no effect on net loss or comprehensive (b) Use of estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant areas requiring estimates include valuation and recognition of stock-based compensation, the incremental borrowing rate utilized in the measurement of operating and finance lease liabilities, amortization/depreciation and impairment of property and equipment, and pre-clinical, (c) Property and equipment, net Property and equipment are recorded at cost and are amortized using the straight-line basis over a range of three The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on management’s assessment, as a result of the corporate restructuring announced in March 2023, including the decision to suspend all research and development activities, there were indicators of impairment of certain property and equipment. In March 2023, the Company recorded $3.4 million in impairment charges. There were no additional indicators of impairment of property and equipment as of June 30, 2023 and none as of December 31, 2022. (d) Leases At contract inception, the Company determines if the contract is or contains a lease. Lease liabilities are recognized on the lease commencement date based on the estimated present value of lease payments over the lease term. To determine the present value of the lease payments, the Company utilizes its estimated incremental borrowing rate based on information available at the lease commencement date as the interest rate implicit in the lease is typically not readily determinable. The related right-of-use The Company includes options to extend the lease in its lease liability and right-of-use For leases of office space and equipment, the Company has elected to not separate the lease components from the non-lease For leases with a lease term of 12 months or less and which do not include an option to purchase the underlying asset, the Company has elected to recognize the lease payments in the statement of operations on a straight-line basis over the lease term. (e) Fair value of financial instruments The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, receivables, accounts payable and other liabilities, approximate their fair values because of their Certain of the Company’s financial instruments are measured at fair value on a recurring basis. The Company determines the fair value of those financial instruments based upon the fair value hierarchy, which prioritizes valuation inputs based on the observable nature of those inputs. The three levels of the fair value hierarchy are as follows: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that can be accessed on the measurement date Level 2 - quoted prices (in non-active Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis: June 30, 2023 (in thousands) Total Level 1 Level 2 Level 3 Financial assets Money market funds $ 30,593 $ 30,593 $ — $ — U.S. treasury securities 50,965 50,965 — — Total financial assets $ 81,558 $ 81,558 $ — $ — December 31, 2022 (in thousands) Total Level 1 Level 2 Level 3 Financial assets Money market funds $ 33,767 $ 33,767 $ — $ — U.S. treasury securities 61,970 61,970 — — Total financial assets $ 95,737 $ 95,737 $ — $ — (f) Investments The Company’s short-term investments consist entirely of investments in U.S. treasury securities. These investments are classified as available-for-sale The Company assesses investments for impairment at each reporting period. An investment is considered impaired when the amortized cost basis exceeds the fair value. When this is the case, the Company assesses whether the impairment is credit-related or noncredit-related based on various factors. When an impairment, or a portion of an impairment, is considered credit-related, an allowance for credit losses is recorded. For the six months ended June 30, 2023, the Company recognized no year-to-date (g) Net loss per share Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding for the period, without consideration for common stock equivalents. Common stock equivalents are included in the calculation of diluted earnings per share only in periods of net income and are excluded in the calculation of anti-dilutive. pre-funded 2,296,602 and 2,532,602 , respectively , after giving effect to the 1-for-5 reverse stock split of the Company’s common stock that was effected on September 25, 2023 (h) Accounting for stock-based compensation The Company has issued stock options and restricted stock units (“RSUs”). The Company measures the cost of services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost of such award is recognized on a straight-line basis over the requisite service period, which is generally the vesting period. The Company accounts for forfeitures as they occur. The Company utilizes newly issued shares to satisfy option exercises, the vesting of RSUs, and 2020 Employee Stock Purchase Plan (“2020 ESPP”) purchases. The Company estimates the fair value of options using the Black-Scholes option pricing model on the grant date. This approximation uses assumptions regarding a number of inputs that requires management to make significant estimates and judgments. The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, the Company has based its expected term for awards issued to employees on the simplified method, which represents the average period from vesting to the expiration of the stock option. In addition, the Company does not have sufficient trading history of the Company’s common stock, and therefore, the expected stock price volatility for the Company’s common stock was estimated by taking the average historical price volatility for industry peers. The Company has never declared or paid any cash dividends to common stockholders and does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. The risk-free interest rate was based on the yields of treasury securities with maturities similar to the expected term of the options for each option group. The fair value of each RSU is measured using the closing price of the Company’s common stock on the date of grant. (i) Restructuring charges The Company records costs and liabilities associated with exit and disposal activities in accordance with ASC 420, Exit or Disposal Cost Obligations (j) Recently issued and recently adopted accounting standards The Company monitors and evaluates the issuance of Accounting Standards Updates (“ASUs”). No ASUs have been issued recently which impact the Company’s financial statements and disclosures. | 2. Basis of presentation and summary of significant accounting policies (a) Basis of presentation The accompanying financial statements are presented in United States (“U.S.”) dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). (b) Use of estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant areas requiring estimates include valuation and recognition of stock-based compensation, the incremental borrowing rate utilized in the measurement of operating and finance lease liabilities, estimated useful lives utilized in the amortization and depreciation of property and equipment, and pre-clinical, (c) Leases At contract inception, the Company determines if the contract is or contains a lease. Lease liabilities are recognized on the lease commencement date based on the estimated present value of lease payments over the lease term. To determine the present value of the lease payments, the Company utilizes its estimated incremental borrowing rate based on information available at the lease commencement date as the interest rate implicit in the lease is typically not readily determinable. The related right-of-use assets are recorded net of any lease incentives received. Variable lease cost primarily includes building operating expenses as charged to the Company by its landlords and payments for lessor-owned assets that are not covered by a tenant improvement allowance. The Company includes options to extend the lease in its lease liability and right-of-use For leases of office space, the Company has elected to not separate the lease components from the non-lease For leases of office space with a lease term of 12 months or less and which do not include an option to purchase the underlying asset, the Company has elected to recognize the lease payments in the statement of operations (d) Cash, cash equivalents, and restricted cash The Company considers all highly liquid investments with an original contractual maturity or a remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents consist of money market funds and U.S. treasury securities as of December 31, The following table provides a reconciliation of cash, cash equi ents, and restricted cash in the balance sheets that sum to the total of the same such amounts shown in the statements of cash flows (in thousands): December 31, 2022 2021 Cash and cash equivalents $ 37,887 $ 142,467 Restricted cash 878 878 Total cash, cash equivalents, and restricted cash $ 38,765 $ 143,345 Restricted cash, included in other non-current (e) Property and equipment Property and equipment are recorded at cost and are amortized using the straight-line basis over a range of three The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on management’s assessment there were no indicators of impairment of property and equipment as of December 31, 2022 and 2021. (f) Net loss per share Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding for the period, without consideration for common stock equivalents. Common stock equivalents are included in the calculation of diluted earnings per share only in periods of net income. Such common stock equivalents are excluded in the calculation of diluted net loss per share in periods of net loss as inclusion of such amounts would be anti-dilutive. Outstanding pre-funded 2,532,602 , after giving effect to the 1-for-5 reverse stock split of the common stock that was effected on September 25, 2023 are considered outstanding as of their issuance date and are included in the basic and diluted net loss per share calculation because they are fully vested and exercisable at any time for a nominal cash consideration. (g) Intangible assets subject to amortization Long-lived intangible assets are recorded The intangible asset is tested for impairment when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company recognizes an impairment loss when carrying amount is not recoverable and the estimated fair value of the intangible asset is less than its carrying value. Based on management’s assessment there were no indicators of impairment of intangible assets as of December 31, 2022 and 2021. (h) Income taxes The Company accounts for income taxes using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the differences between events that have been recognized in the Company’s financial statements and the tax bases of assets and liabilities and tax carryforwards recognized at enacted tax rates. The measurement of deferred tax assets is reduced, if necessary, to the amount more likely than not to be realized by a valuation allowance. (i) Research and development costs Research and development costs are charged to expense as incurred and include items such as: employee related expenses, including salaries, stock-based compensation, and benefits, expenses incurred under agreements with contract research organizations that conduct clinical trials and preclinical studies, the cost of acquiring, developing, and manufacturing clinical trial materials, facilities, and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, and other supplies and costs associated with clinical trials, preclinical activities, and regulatory operations. Development costs are expensed in the period incurred unless management believes a development project meets generally accepted accounting criteria for deferral and amortization. No product development expenditures have been deferred to date. The Company records costs for certain development activities based on management’s evaluation of the progress to completion of specific tasks or information provided to the Company by vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued expense. (j) Accounting for stock-based compensation The Company has issued stock options and restricted stock units (“RSUs”). The Company measures the cost of services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost of such award is recognized on a straight-line basis over the requisite service period, which is generally the vesting period. Awards subject to performance-based vesting requirements are expensed utilizing a graded vesting model if achievement of the performance criteria is determined to be probable. The Company accounts for forfeitures as they occur. The Company utilizes newly issued shares to satisfy option exercises, the vesting of RSUs, and Employee Stock Purchase Plan purchases. The Company estimates the fair value of options using the Black-Scholes option pricing model on the grant date. This approximation uses assumptions regarding a number of inputs that requires management to make significant estimates and judgments. The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, the Company has based its expected term for awards issued to employees on the simplified method, which represents the average period from vesting to the expiration of the stock option. In addition, the Company does not have sufficient trading history for the Company’s common stock, and therefore, the expected stock price volatility for the Company’s common stock was estimated by taking the average historical price volatility for industry peers. The Company has never declared or paid any cash dividends to common stockholders and does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. The risk-free interest rate was based on the yields of treasury securities with maturities similar to the expected term of the options for each option group. The fair value of each RSU is measured using the closing price of the Company’s common stock on the date of grant. (k) Segment reporting The Company operates in one segment, the research and development de novo (l) Fair value of financial instruments The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, receivables, accounts payable, and other liabilities, approximate their fair values because of their nature and/or short maturities. Certain of the Company’s financial instruments are measured at fair value on a recurring basis. The Company determines the fair value of those financial instruments based upon the fair value hierarchy, which prioritizes valuation inputs based on the observable nature of those inputs. The three levels of the fair value hierarchy are as follows: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that can be accessed on the measurement date Level 2 - quoted prices (in non-active Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis: December 31, 2022 (in thousands) Total Level 1 Level 2 Level 3 Financial assets Money market funds $ 33,767 $ 33,767 $ — $ — U.S. treasury securities 61,970 61,970 — — Total financial assets $ 95,737 $ 95,737 $ — $ — December 31, 2021 (in thousands) Total Level 1 Level 2 Level 3 Financial assets Money market funds $ 140,856 $ 140,856 $ — $ — U.S. treasury securities — — — — Total financial assets $ 140,856 $ 140,856 $ — $ — (m) Investments The Company’s short-term investments consist entirely of investments in U.S. treasury securities. These investments are classified as available-for-sale The Company assesses investments for impairment year-to-date (n) Concentration of credit risk Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist primarily of cash, cash equivalents, and short-term investments. Cash, cash equivalents, and short-term investments are invested in accordance with the Company’s investment policy. The primary objective for the Company’s investment portfolio is the preservation of capital and maintenance of liquidity and includes guidelines on the quality of financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. (o) Restructuring charges The Company records costs and liabilities associated with exit and disposal activities in accordance with ASC 420, Exit or Disposal Cost Obligations (p) Recently issued and recently adopted accounting standards In June 2016, the FASB issued Accounting Standard Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments 2016-13), 2019-10, Financial Instruments – Credit Losses Derivatives Leases |
Cash, cash equivalents, and res
Cash, cash equivalents, and restricted cash | 6 Months Ended |
Jun. 30, 2023 | |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | |
Cash, cash equivalents, and restricted cash | 3. Cash, cash equivalents, and restricted cash The Company considers all highly liquid investments with an original contractual maturity or a remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents consist of money market funds and U.S. treasury securities as of June 30, 2023 and December 31, 2022. The following table provides a reconciliation of cash, cash equivalents, and restricted cash in the condensed balance sheets that sum to the total of the same such amounts shown in the condensed statements of cash flows: (in thousands) June 30, December 31, Cash and cash equivalents $ 31,110 $ 37,887 Restricted cash 508 878 Total cash, cash equivalents, and restricted cash $ 31,618 $ 38,765 Restricted cash, included in other non-current |
Investments
Investments | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||
Investments | 4. Investments The Company’s investments consist of the following: June 30, 2023 (in thousands) Amortized Gross Gross Fair Cash equivalents: Money market funds $ 30,593 $ — $ — $ 30,593 Short-term investments: U.S. treasury securities - due within 1 year 50,965 2 (15 ) 50,952 Total $ 81,558 $ 2 $ (15 ) $ 81,545 December 31, 2022 (in thousands) Amortized Gross Gross Fair Cash equivalents: Money market funds $ 33,767 $ — $ — $ 33,767 U.S. treasury securities - due within 3 months 3,473 — — 3,473 Short-term investments: U.S. treasury securities - due within 1 year 58,518 6 (27 ) 58,497 Total $ 95,758 $ 6 $ (27 ) $ 95,737 | 3. Investments The Company’s investments consist of the following (in thousands): December 31, 2022 Amortized Gross Gross Fair Cash equivalents: Money market funds $ 33,767 $ — $ — $ 33,767 U.S. treasury securities - due within 3 months 3,473 — — 3,473 Short-term investments: U.S. treasury securities - due within 1 year 58,518 6 (27 ) 58,497 Total $ 95,758 $ 6 $ (27 ) $ 95,737 December 31, 2021 Amortized Gross Gross Fair Value Cash equivalents: Money market funds 140,856 — — 140,856 Total $ 140,856 $ — $ — $ 140,856 |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | 4. Property and equipment, net Property and equipment, net consist of the following (in thousands): December 31, 2022 Cost Accumulated Net Book Value Laboratory equipment $ 6,773 $ 1,926 $ 4,847 Furniture, fixtures, and IT equipment 2,342 1,026 1,316 $ 9,115 $ 2,952 $ 6,163 December 31, 2021 Cost Accumulated Net Book Value Laboratory equipment $ 6,237 $ 1,006 $ 5,231 Furniture, fixtures, and IT equipment 1,850 629 1,221 $ 8,087 $ 1,635 $ 6,452 Depreciation expense on property and equipment totaled $1.4 million and $1.1 million for the years ended December 31, 2022 and 2021, respectively. |
Intangible asset, net
Intangible asset, net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible asset, net | a. Intangible asset, net The following table summarizes intangible asset (in thousands): December 31, 2022 2021 Cost $ 659 $ 659 Accumulated amortization (659 ) (531 ) Net intangible asset $ — $ 128 Intangible asset, net, which is fully amortized as of December 31, 2022, included an assembled workforce that was acquired in 2019 and was being amortized over its expected life of 3 years based on management’s judgment. Amortization expense was $0.1 million for the year ended December 31, 2022 and $0.2 million for the year ended December 31, 2021. |
Accounts payable and other liab
Accounts payable and other liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts payable and other liabilities | 6. Accounts payable and other liabilities Accounts payable and other liabilities consist of the following December 31, 2022 2021 Trade accounts payable $ 478 $ 526 Accrued clinical and preclinical expenses 4,360 2,399 Accrued compensation and vacation 3,539 3,263 Other accrued liabilities 1,170 1,227 $ 9,547 $ 7,415 |
Leases
Leases | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Leases | 5. Leases The Company enters into lease arrangements for its facilities as well as certain equipment, classified either as operating or finance leases. The Company has an operating lease agreement, as amended by the execution of two subsequent amendments, for approximately 33,300 square feet of office space in Seattle, Washington for the Company’s principal executive offices, a laboratory for research and development, and related uses. The lease commenced on January 15, 2020 and expires on February 1, 2029, with the option to extend the lease for two five-year terms. The lease provides for a tenant improvement allowance of up to $9.5 million, which has been fully utilized. The Company has an operating lease agreement for approximately 6,272 square feet of office space in Seattle, Washington, for additional office and laboratory space for research and development and related uses. In March 2021, the Company executed an amendment to this lease pursuant to which the contractual lease term was extended through September 30, 2026, unless terminated earlier, with the option to extend the lease for an additional 28-month As of June 30, 2023, and December 31, 2022, the Company’s operating lease right-of-use right-of-use right-of-use | 7. Leases The Company enters into lease arrangements for its facilities as well as certain equipment, classified either as operating or finance leases. The Company has an operating lease agreement, as amended by the execution of two subsequent amendments, for The Company has an operating lease agreement for approximately 6,272 square feet of laboratory and office space in Seattle, Washington, for research and development and related uses. In March 2021, the Company executed an amendment to this lease pursuant to which the contractual lease term was extended through September 30, 2026, unless terminated earlier, with the option to extend the lease for an additional 28-month term. The execution of this amendment was accounted for as a modification to the lease due to the extension of the lease term and an increase in lease payments, and the Company recorded an increase in the lease liability and related right-of-use asset of $ million. In December 2022, the Company entered into an agreement to sublease this space to an unrelated third party. Pursuant to the terms of the sublease, the Company is entitled to receive up to $ million in base lease payments. The term of the sublease is through August 2023, with an option by the sublessee to extend such term through November 2023. As of December 31, 2022, and December 31, 2021, the Company’s operating lease right-of-use right-of use-assets, property and equipment The components of the lease expense were as follows (in thousands): December 31, 2022 2021 Finance lease cost Amortization of right-of-use $ 58 $ 49 Interest on lease liabilities 8 12 Operating lease cost 2,542 2,535 Short term lease cost — 40 Variable lease cost 1,124 2,161 Total net lease cost $ 3,732 $ 4,797 Supplemental balance sheet information related to leases is as follows: December 31, 2022 2021 Weighted average remaining lease term—finance leases 3.00 years 2.70 years Weighted average remaining lease term—operating leases 5.87 years 6.86 years Weighted average discount rate—finance leases 6.99 % 6.98 % Weighted average discount rate—operating leases 12.46 % 12.42 % Supplemental cash flow information related to leases was as follows (in thousands): December 31, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 2,657 $ 2,249 Cash paid for amounts included in the measurement of finance lease liabilities $ 64 $ 63 The calculation of the present value of the lease payments for operating leases did not include any options to extend the leases as the Company is not reasonably certain to exercise such options. At December 31, 2022, the future payments under the Company’s operating and finance lease liabilities were as follows (in thousands): Finance Operating 2023 $ 173 $ 2,718 2024 109 2,781 2025 109 2,845 2026 26 2,806 2027 — 2,557 Thereafter — 2,835 Total undiscounted lease payments 417 16,542 Less: imputed interest (44 ) (4,845 ) Total lease liabilities 373 11,697 Less: current portion (140 ) (1,375 ) Non-current $ 233 $ 10,322 |
Equity
Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Equity | 6. Equity (a) Common stock and pre-funded warrants After giving effect to the 1-for-5 reverse stock split of the Company’s outstanding and authorized common stock on September 25, 2023, the 20,000,000 shares of common stock with a par value of $ 0.000001 as of June 30, 2023 and December 31, 2022. As of June 30, 2023 and December 31, 2022, the total number of shares of common stock issued and outstanding was 8,804,285 and 8,529,669 , respectively. As of June 30, 2023, after giving effect to the aforementioned reverse stock split, pre-funded 2,296,602 shares of common stock. The pre-funded 0.000005 , except that the terms of the pre-funded 9.99 % of the outstanding common stock (the “Exercise Cap”), subject to certain exceptions. However, any holder may increase or decrease the Exercise Cap to any other percentage (not in excess of 19.99 %) upon at least 61 days’ prior notice from the holder to the Company. On July 18, 2023, the Company received notice from the holders of all of our outstanding pre-funded 19.99 %, effective 61 days from the date of such notice. The holders of the pre-funded During the three months ended June 30, 2023, 236,000 shares of common stock were issued upon the exercise of pre-funded , after giving effect to the 1-for-5 reverse stock split that was effected on September 25, 2023 On November 4, 2021, the Company entered into an ATM or “at-the-market” Equity Offering Sales Agreement (the “Sales Agreement”) with BofA Securities, Inc., as agent (“BofA”), pursuant to which the Company may offer and sell, from time to time through BofA, shares of the Company’s common stock, having an aggregate offering price of up to $40.0 million. The offer and sale of the shares will be made pursuant to a shelf registration statement on Form S-3 S-3, one-third non-affiliates, so-called S-3. remain (b) Stock-based compensation expense Stock-based compensation expense is classified in the condensed statements of operations and comprehensive income (loss) as follows: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development expenses $ — $ 1,051 $ 255 $ 2,315 General and administrative expenses 331 1,261 1,267 2,443 Total stock-based compensation expense $ 331 $ 2,312 $ 1,522 $ 4,758 Total unrecognized compensation expense for all stock-based compensation plans was $1.6 million as of June 30, 2023. This expense is expected to be recognized over a weighted average remaining vesting period of 1.88 years. The fair values of stock options granted are estimated using the Black-Scholes option pricing model with the following weighted average assumptions: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Expected volatility 87.37 % 82.68 % 86.77 % 83.01 % Expected dividends 0 % 0 % 0 % 0 % Expected terms (years) 5.27 5.73 5.60 5.96 Risk free rate 3.82 % 2.77 % 3.67 % 2.22 % (c) Stock options A summary of the Company’s stock option activity and related information for the six months ended June 30, 2023 is as follows: Number of Weighted Weighted (in Years) Aggregate (in Thousands) Outstanding at December 31, 2022 1,702,876 $ 24.45 8.32 $ — Options granted 52,100 $ 3.50 Options exercised — $ — Options cancelled/forfeited (827,664 ) $ 25.35 Outstanding at June 30, 2023 927,312 $ 19.80 4.41 $ 11 Exercisable as of June 30, 2023 706,942 $ 22.55 3.01 $ — There were no exercises of options during the six months ended June 30, 2023. During the six months ended June 30, 2022, 7,300 shares of common stock were issued upon exercise of options , after giving effect to the 1-for-5 reverse stock split that was effected on September 25, 2023, with an aggregate intrinsic value of $ 0.1 million. The weighted-average grant date fair value of options granted during the six months ended June 30, 2023 and June 30, 2022 was $ 2.55 and $ 7.35 per share, respectively , after giving effect to the aforementioned reverse stock split . (d) Restricted stock units A summary of the Company’s RSU activity and related information for the six months ended June 30, 2023 is as follows, giving effect to the 1-for-5 reverse stock split of the Company’s common stock that was effected on September 25, 2023: Number of Weighted Non-vested 75,700 $ 21.10 Restricted stock units granted — $ — Restricted stock units vested (36,000 ) $ 20.90 Restricted stock units forfeited (30,450 ) $ 20.75 Non-vested 9,250 $ 22.95 (e) Employee stock purchase plan The Company’s 2020 ESPP was adopted by the Company’s Board of Directors in March 2020 and approved by the Company’s stockholders in May 2020. A total of 151,987 shares of common stock, after giving effect to the 1-for-5 reverse stock split of the Company’s common stock that was effected on September 25, 2023, have been reserved for issuance under the 2020 ESPP. Subject to share and dollar limits as described in the plan, the 2020 ESPP allows eligible employees to contribute, through payroll deductions, up to 15% of their earnings for the purchase of shares of the Company’s common stock at the lower of 85% of the closing price of the Company’s common stock on the first trading day of the offering period or 85% of the closing price of the Company’s common stock on the last trading day of the offering period. There are two six-month As of June 30, 2023 and December 31, 2022, employee contributions included in accounts payable and accrued liabilities in the accompanying condensed balance sheet were immaterial. | 8. Stockholders’ equity (a) Common stock and pre-funded The Company is authorized to issue 20,000,000 shares of common stock with a par value of $ 0.000001 per share as of December 31, 2022, after giving effect to a 1-for-5 reverse stock split of the Company’s outstanding and authorized common stock that was effected on September 25, 2023. As of December 31, 2022, and 2021, the total number of shares of common stock issued and outstanding, after giving effect to such reverse stock split, was , and , respectively. The Company has pre-funded 2,532,602 shares of common stock as of December 31, 2022 , adjusted for the 1-for-5 reverse stock split of the common stock that was effected on September 25, 2023 pre-funded 0.000005 , except that the pre-funded the 9.99 % of the outstanding common stock, subject to certain exceptions. However, any holder may increase or decrease such percentage to any other percentage (not in excess of 19.99 %) upon at least 61 days’ prior notice from the holder to the Company. The holders of the pre-funded On November 4, 2021, the Company entered into an ATM “at-the-market” Equity S-3 (b) Preferred stock The Company is authorized to issue 5,000,000 shares of preferred stock with a par value of $0.000001 per share. As of December 31, 2022 and 2021, 0 shares of preferred stock were issued or outstanding. (c) Stock option plan The 2014 Equity Incentive Plan (“2014 Plan”), as amended and restated on May 13, 2021, became effective in March 2014 and is the successor to and continuation of the Joint Canadian Stock Option Plan (the “2006 Plan”). No further grants will be made under the 2006 Plan. The 2014 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards, and other forms of equity awards to employees, directors, and consultants. As of December 31, 2022, after giving effect to the 1-for-5 reverse stock split of the Company’s common stock that was effected on September 25, 2023, the maximum number of shares of common stock that may be issued under the 2014 Plan 2,681,671 . The number of shares of common stock reserved for issuance under the 2014 Plan will be increased by the number of shares subject to stock options granted under the 2006 Plan that would have otherwise returned to the 2006 Plan, such as upon the expiration or termination of a stock award prior to vesting. As of December 31, 2022, there were no shares subject to stock options granted under the 2006 Plan. Additionally, the number of shares of common stock reserved for issuance under the 2014 Plan will automatically increase on January 1 of each year, beginning on January 1, 2022 and ending on and including January 1, 2030, by 4.00 % of the sum of (A) the total number of shares of capital stock and (B) the total number of shares of common stock subject to pre-funded after giving effect to the 1-for-5 reverse stock split of the Company’s common stock that was effected on September 25, 2023, 442,490 shares. All stock options granted pursuant to the 2014 Plan have a contractual term of ten years . All awards granted to date are equity classified and subject to either service or performance based vesting, typically over a period of one to four years . The number of shares available to be granted under the 2014 Plan after giving effect to the aforementioned reverse stock split was 1,341,011 and 1,008,060 as of December 31, 2022 and 2021, respectively. Stock options A summary of the Company’s stock option activity and related information for the year ended December 31, 2022 is as follows: Number of Weighted Exercise Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value (In Thousands) Outstanding at December 31, 2021 1,792,789 $ 36.00 8.32 $ 6,912 Options granted 686,210 $ 6.60 Options exercised (7,300 ) $ 18.35 Options cancelled/forfeited (768,822 ) $ 35.50 Outstanding at December 31, 2022 1,702,877 $ 24.45 8.32 $ — Exercisable as of December 31, 2022 778,184 $ 30.05 7.18 $ — During the year ended December 31, 2022, 7,300 shares of common stock were issued upon exercise of options, after giving effect to the 1-for-5 reverse stock split that was effected on September 25, 2023, with an aggregate intrinsic value of $ 0.1 million . During the year ended December 31, 2021 , 24,986 shares of common stock were issued upon exercise of options, after giving effect to the aforementioned reverse stock split, with an aggregate intrinsic value of $ 1.3 million . The weighted-average grant date fair value of options granted during the years ended December 31, 2022 and 2021, after giving effect to the aforementioned reverse stock split, was $ 4.75 and $ 31.85 per share, respectively. The fair value of stock options granted is estimated using the Black-Scholes option pricing model with the following weighted average assumptions: December 31, 2022 2021 Expected volatility 84 % 89 % Expected dividends 0 % 0 % Expected terms (years) 6.04 6.03 Risk free rate 2.66 % 0.93 % Restricted stock units A summary of the Company’s r es n Number of Shares Weighted Average Grant Date Non-vested 26,400 $ 49.85 Restricted stock units granted 140,000 $ 18.45 Restricted stock units vested (4,950 ) $ 61.00 Restricted stock units forfeited (85,750 ) $ 23.30 Non-vested 75,700 $ 21.10 (d) Stock-based compensation Stock-based compensation expense is classified in the statements of operations as follows (in thousands): December 31, 2022 2021 Research and development expenses $ 4,342 $ 5,095 General and administrative expenses 4,487 6,462 Total stock-based compensation expense $ 8,829 $ 11,557 Total unrecognized compensation for all stock-based compensation was $13.4 million as of December 31, 2022, which is expected to be recognized over a weighted-average period of 2.15 years. (e) Employee stock purchase plan The Company’s 2020 Employee Stock Purchase Plan (“2020 ESPP”) was adopted by the Company’s board of directors in March 2020 and approved by the Company’s stockholders in May 2020. After giving effect to the 1-for-5 of 151,987 shares of common stock have been reserved for issuance under the 2020 ESPP. Subject to share and dollar limits as described in the plan, the 2020 ESPP allows eligible employees to contribute, through payroll deductions, up to 15% of their earnings for the purchase of the Company’s shares of common stock at the lower of 85% of the closing price of the Company’s common stock on the first trading day of the offering period or 85% of the closing price of the Company’s common stock on the last trading day of the offering period. There are two six-month fiscal During the year ended December 31, 2022, the Company issued 15,176 shares of common stock at a price per share of $ 4.15 and 10,749 of shares of common stock at a price per share of $ 1.80, respectively, under the 2020 ESPP , after giving effect to the 1-for-5 reverse stock split of the Company’s common stock that was effected on September 25, 2023. During the year ended December 31, 2021, the Company issued 4,594 shares of common stock at a price per share of $ 47.65 and 5,755 of shares of common stock at a price per share of $ 26.65, respectively, after giving effect to the aforementioned reverse stock split, under the 2020 ESPP. Cash received from the purchases under the 2020 ESPP for the years ended December 31, 2022 and 2021 was $ 0.1 million and $ 0.4 million, respectively. As of December 31, 2022 and 2021, employee contributions included in accounts payable and accrued liabilities in the accompanying balance sheet were immaterial. |
Net loss per share
Net loss per share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss per share | 7. Net loss per share The Company excluded the following potentially dilutive shares from diluted net loss per share as the effect would have been anti-dilutive for all periods presented (the share numbers are presented after giving effect to the 1-for-5 reverse stock split of the Company’s common stock that was effected on September 25, 2023): Three Months Ended Six Months Ended 2023 2022 2023 2022 Outstanding stock options 927,312 1,527,678 927,312 1,527,678 Restricted stock units 9,250 120,600 9,250 120,600 Shares issuable under 2020 ESPP 1,491 15,374 1,491 15,374 938,053 1,663,652 938,053 1,663,652 | 9. Net loss per common stock The Company excluded the following potentially dilutive shares from diluted net loss per share as the effect would have been anti-dilutive for all December 31, 2022 2021 Outstanding stock options 1,702,876 1,792,789 Restricted stock units 75,700 26,400 Shares issuable under 2020 ESPP 9,850 10,689 1,788,426 1,829,878 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 10. Income taxes Income tax recovery varies from the amounts that would be computed by applying the expected U.S. federal income tax rate (21%) as shown in the following table: December 31, 2022 2021 Statutory federal income tax rate (21.0 )% (21.0 )% Stock-based compensation 2.2 2.0 Change in valuation allowance 21.4 21.2 Tax credits (2.6 ) (2.2 ) Income tax recovery — % — % Net loss before taxes (in thousands): Years Ended 2022 2021 U.S. (57,578 ) (60,692 ) Total $ (57,578 ) $ (60,692 ) Deferred income tax assets and liabilities result from the temporary differences between the amount of assets and liabilities recognized for financial statement and income tax purposes. The significant components of the deferred income tax assets are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: U.S. net operating losses $ 26,362 $ 22,863 Research and development deductions and credits 3,931 2,414 Intangibles 446 457 Lease liability 2,456 2,701 Stock-based compensation 2,274 1,695 Capitalized research and development 6,920 — Other 168 186 Total deferred tax assets: 42,557 30,316 Deferred income tax liabilities Right-of-use 2,040 2,261 Other 410 287 Total deferred tax liabilities 2,450 2,548 Net deferred income tax assets 40,107 27,768 Less: valuation allowance (40,107 ) (27,768 ) Deferred tax assets, net of valuation allowance $ — $ — The Tax Cuts and Jobs Act contained a provision which requires the capitalization of Section 174 costs incurred in years beginning on or after January 1, 2022. Section 174 costs are expenditures which represent research and development costs that are incident to the development or improvement of a product, process, formula, invention, computer software, or technique. This provision changes the treatment of Section 174 costs such that the expenditures are no longer allowed as an immediate deduction but rather must be capitalized and amortized. The Company has included the impact of this provision, which results in a deferred tax asset of approximately $6.9 million as of December 31, 2022. At December 31, 2022 and December 31, 2021, the Company had U.S. federal net operating losses (“NOL”) carryforwards for tax purposes of approximately $124.9 million and $108.2 million, respectively, which were available to reduce taxable income. Of the $124.9 million of federal NOL carryforwards, $1.7 million will expire between the years 2028 and 2037 and the remaining $123.2 million are indefinite. The Company also has U.S. federal research & development tax credits of $3.9 million and $2.4 million as of December 31, 2022 and December 31, 2021, respectively, that begin to expire in 2039. The Company completed a formal study under IRC Section 382 through 2019 to determine the U.S. tax attributes available for use. The U.S. attributes disclosed reflect the conclusion of that study. However, subsequent ownership changes may further affect the limitation in future years. The Company maintains a full valuation allowance on its net U.S. deferred tax assets. The assessment regarding whether a valuation allowance is required considers both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. In making this assessment, significant weight is given to evidence that can be objectively verified. In its evaluation, the Company considered its cumulative losses and its forecasted losses in the near-term as significant negative evidence. Therefore, the Company determined that the negative evidence outweighed the positive evidence and a full valuation allowance on its assets will be maintained. The Company will continue to assess the realizability of its assets going forward and will adjust the valuation allowance as needed. The valuation year ended December 31, 2022. The increase is primarily due to an increase in U.S. net operating losses, capitalized research expense, and research and development tax credits. The valuation allowance increased by $12.9 million for the year ended December 31, 2021. The increase is primarily due to an increase in U.S. net operating losses and research and development tax credits. The Company applies judgment in the determination of the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. As of December 31, 2022, the Company had no uncertain tax positions. The Company currently files income tax returns in the United States, the jurisdictions in which the Company believes that it is subject to tax. Further, while the statute of limitations in each jurisdiction where an income tax return has been filed generally limits the examination period, as a result of loss carryforwards, the limitation period for examination generally does not expire until several years after the loss carryforwards are utilized. Other than routine audits by tax authorities for tax credits and tax refunds that the Company has claimed, the Company is not aware of any other material income tax examination currently in progress by any taxing jurisdiction. |
License and patent agreements
License and patent agreements | 12 Months Ended |
Dec. 31, 2022 | |
License Agreement [Abstract] | |
License and patent agreements | 11. License and patent agreements On July 8, 2019, Neoleukin Therapeutics, Inc., or Former Neoleukin, entered into an exclusive license agreement with the University of Washington (“UW”), under which UW (on behalf of itself and Stanford University) granted the Company an exclusive worldwide license under certain patent rights, to make, have made, use, offer to sell, sell, offer to lease or lease, import, export or otherwise offer to dispose of licensed products in all fields of use, and a nonexclusive worldwide license to use certain know-how. de novo de novo As consideration for the licensed rights, Former Neoleukin issued 536,813 shares of common stock to UW. These shares were exchanged for 37,795 shares of common stock of the Company (after giving effect to the 1-for-5 reverse stock split of Neoleukin common stock that was effected on September 25, 2023) 4,197 shares of non-voting 83,940 shares of common stock (after giving effect to the aforementioned reverse stock split) in November 2019. Furthermore, the Company is required to pay; (i) an annual maintenance fee beginning in January 2022 (but excluding any year in which minimum annual royalties are paid); (ii) up to $0.9 million in combined development and regulatory milestone payments with respect to each distinct class of licensed product; (iii) up to $10.0 million in combined commercial milestone payments based on cumulative net sales of licensed products within each distinct class of licensed products, beginning when cumulative net sales of the class of licensed products equals or exceeds $100.0 million, with the majority payable when cumulative net sales of the class of licensed products equals or exceeds $1.0 billion; (iv) a low single-digit royalty on net sales of licensed products sold by the Company and its sublicensees, which may be subject to reductions, and subject to minimum annual royalty payments following the first commercial sale of a licensed product; (v) a certain percentage of any sublicense consideration (other than royalties) the Company receives from sublicensees, based on the stage of development at the time the sublicense is executed; and (vi) a certain percentage of consideration the Company receives from an acquisition of the Company or its assets based on the stage country-by-country The agreement will expire upon the expiration of the last valid claim within the licensed patent rights. The Company may terminate the agreement upon prior written notice to UW. UW may terminate the agreement by a specified number of days’ notice if the Company permanently ceases operations, becomes insolvent or similar, or if the Company challenges the validity of the licensed patent rights. In addition, UW may terminate the agreement for material breach that is not cured within a specified number of days, which cure period is to be at least doubled if the Company is proceeding diligently to cure the default. |
401(k) plan
401(k) plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
401(k) plan | 12. 401(k) plan In May 2020, the Company established a 401(k) plan that allows full-time employees to contribute a portion pre-defined |
Restructurings and impairment c
Restructurings and impairment charges | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring Plan | 8. Restructurings and impairment charges November workforce reduction On November 14, 2022, the Company announced a corporate restructuring as a result of the strategic decision to discontinue further development of NL-201. In connection with the November 2022 Reduction, the Company expects to incur aggregate restructuring charges consisting of severance payments, benefits, and other employee related costs of $1.7 million, of which $1.4 million was recognized during the fourth quarter of 2022. The remaining $0.3 million was incurred during the six months ended June 30, 2023, all of which is included in research and development expenses in the statement of operations and comprehensive income (loss). The Company expects to pay all remaining restructuring charges associated with the November 2022 Reduction by the end of the third quarter of 2023. March workforce reduction On March 6, 2023, the Company’s Board of Directors approved a reduction in force of the Company’s workforce by approximately 70% in connection with a re-prioritization In connection with the March 2023 Restructuring Plan, the Company expects to incur additional aggregate restructuring charges consisting of severance payments, benefits, and other employee related costs of $1.8 million, all of which was incurred during the six months ended June 30, 2023. Of the $1.8 million of restructuring charges incurred during the six months ended June 30, 2023, $0.6 million is included in general and administrative expenses and $1.2 million is included in research and development expenses in the condensed statement of operations and comprehensive income (loss). The Company expects to pay all remaining restructuring charges associated with the March 2023 Restructuring Plan by the end of the first quarter of 2024. A summary of the accrued liabilities activity recorded in connection with the November 2022 Reduction and March 2023 Restructuring Plan for the six months ended June 30, 2023 is as follows (in thousands): Accrued at Charges Amounts Paid Accrued at Employee severance, benefits, and related costs November 2022 Reduction $ 1,041 $ 327 $ (1,058 ) $ 310 March 2023 Restructuring Plan $ — $ 1,782 $ (1,218 ) $ 564 Total $ 1,041 $ 2,109 $ (2,276 ) $ 874 Impairment charges As a result of the March 2023 Restructuring Plan, the Company determined that sufficient indicators existed to trigger the performance of an interim long-lived asset impairment analysis as of March 31, 2023. In the first quarter of 2023, the Company tested the recoverability of its asset groups for property and equipment using entity-specific undiscounted cash flows. Based on these undiscounted cash flows, the Company concluded the undiscounted future cash flows expected to result from the eventual disposition of its long-lived assets were less than the carrying value of the asset groups. Therefore, the Company measured the long-lived asset impairment as the amount by which the carrying value of the asset group exceeds its fair value and recorded an impairment charge of $3.4 million. The fair value of the asset group reflect the Company’s best estimate of what hypothetical market participants would use to determine a transaction price for the asset group which represents a Level 3 fair value measurement. During the three months ended June 30, 2023, the Company sold property and equipment previously assessed for impairment with a carrying value of $1.8 million, for a $0.2 million gain on sale, net. Of this total gain, $0.3 million of gain on sale is included in research and development expenses and a $0.1 million loss on sale included in general and administrative expenses in the condensed statement of operations and comprehensive income (loss). | 13. Workforce reduction On November 14, 2022, the Company announced the decision to discontinue further development of NL-201. The Company expects to incur aggregate restructuring charges consisting of severance payments, benefits, and other employee related costs of $1.8 million, of which $1.4 million was incurred during the year ended December 31, 2022 and the remaining $0.4 million will be incurred during the quarter ended March 31, 2023 due to future service requirements by certain employees to receive severance benefits. Of the $1.4 million of restructuring charges incurred during the year ended December 31, 2022, $0.2 million is included in general and administrative expenses and $1.2 million is included in research and development expenses in the statement of operations and comprehensive income. The Company expects to pay all remaining restructuring charges by the end of 2023. A summary of the accrued liabilities activity recorded in connection with the November 2022 Reduction for the year ended December 31, 2022 is as follows (in thousands): Charges Amounts Accrued at Employee severance, benefits, and related costs November 2022 Reduction $ 1,407 $ 366 $ 1,041 Total $ 1,407 $ 366 $ 1,041 |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 9. Subsequent Events Merger Agreement On July 17, 2023, the Com p to Holders of common stock of Neoleukin and pre-funded provided The Merger Agreement contains certain termination rights of each of Neoleukin and Neurogene. Upon termination of the Merger Agreement under specified circumstances, Neoleukin may be required to pay Neurogene a termination fee of $3.0 million and/or reimburse Neurogene’s expenses up to a maximum of $1.0 million, and Neurogene may be required to pay Neoleukin a termination fee of $12.0 million and/or reimburse Neoleukin’s expenses up to a maximum of $1.0 million. | 14. Subsequent Events On March 6, 2023, the Company’s Board of Directors approved a reduction in force of the Company’s workforce by approximately 70% and a re-prioritization non-cash 10-Q |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of presentation | (a) Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, these financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K In management’s opinion, the unaudited condensed financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position of the Company as of June 30, 2023, and results of operations and cash flows for all periods presented. The interim results presented are not necessarily indicative of results that can be expected for the full year ending December 31, 2023. The Company reclassified prior year interest income in the condensed statements of operations and comprehensive income (loss) to conform to current year presentation. This reclassification had no effect on net loss or comprehensive | (a) Basis of presentation The accompanying financial statements are presented in United States (“U.S.”) dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Use of estimates and assumptions | (b) Use of estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant areas requiring estimates include valuation and recognition of stock-based compensation, the incremental borrowing rate utilized in the measurement of operating and finance lease liabilities, amortization/depreciation and impairment of property and equipment, and pre-clinical, | (b) Use of estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant areas requiring estimates include valuation and recognition of stock-based compensation, the incremental borrowing rate utilized in the measurement of operating and finance lease liabilities, estimated useful lives utilized in the amortization and depreciation of property and equipment, and pre-clinical, |
Leases | (d) Leases At contract inception, the Company determines if the contract is or contains a lease. Lease liabilities are recognized on the lease commencement date based on the estimated present value of lease payments over the lease term. To determine the present value of the lease payments, the Company utilizes its estimated incremental borrowing rate based on information available at the lease commencement date as the interest rate implicit in the lease is typically not readily determinable. The related right-of-use The Company includes options to extend the lease in its lease liability and right-of-use For leases of office space and equipment, the Company has elected to not separate the lease components from the non-lease For leases with a lease term of 12 months or less and which do not include an option to purchase the underlying asset, the Company has elected to recognize the lease payments in the statement of operations on a straight-line basis over the lease term. | (c) Leases At contract inception, the Company determines if the contract is or contains a lease. Lease liabilities are recognized on the lease commencement date based on the estimated present value of lease payments over the lease term. To determine the present value of the lease payments, the Company utilizes its estimated incremental borrowing rate based on information available at the lease commencement date as the interest rate implicit in the lease is typically not readily determinable. The related right-of-use assets are recorded net of any lease incentives received. Variable lease cost primarily includes building operating expenses as charged to the Company by its landlords and payments for lessor-owned assets that are not covered by a tenant improvement allowance. The Company includes options to extend the lease in its lease liability and right-of-use For leases of office space, the Company has elected to not separate the lease components from the non-lease For leases of office space with a lease term of 12 months or less and which do not include an option to purchase the underlying asset, the Company has elected to recognize the lease payments in the statement of operations |
Cash, cash equivalents, and restricted cash | (d) Cash, cash equivalents, and restricted cash The Company considers all highly liquid investments with an original contractual maturity or a remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents consist of money market funds and U.S. treasury securities as of December 31, The following table provides a reconciliation of cash, cash equi ents, and restricted cash in the balance sheets that sum to the total of the same such amounts shown in the statements of cash flows (in thousands): December 31, 2022 2021 Cash and cash equivalents $ 37,887 $ 142,467 Restricted cash 878 878 Total cash, cash equivalents, and restricted cash $ 38,765 $ 143,345 Restricted cash, included in other non-current | |
Property and equipment, net | (c) Property and equipment, net Property and equipment are recorded at cost and are amortized using the straight-line basis over a range of three The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on management’s assessment, as a result of the corporate restructuring announced in March 2023, including the decision to suspend all research and development activities, there were indicators of impairment of certain property and equipment. In March 2023, the Company recorded $3.4 million in impairment charges. There were no additional indicators of impairment of property and equipment as of June 30, 2023 and none as of December 31, 2022. | (e) Property and equipment Property and equipment are recorded at cost and are amortized using the straight-line basis over a range of three The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on management’s assessment there were no indicators of impairment of property and equipment as of December 31, 2022 and 2021. |
Net loss per share | (g) Net loss per share Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding for the period, without consideration for common stock equivalents. Common stock equivalents are included in the calculation of diluted earnings per share only in periods of net income and are excluded in the calculation of anti-dilutive. pre-funded 2,296,602 and 2,532,602 , respectively , after giving effect to the 1-for-5 reverse stock split of the Company’s common stock that was effected on September 25, 2023 | (f) Net loss per share Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding for the period, without consideration for common stock equivalents. Common stock equivalents are included in the calculation of diluted earnings per share only in periods of net income. Such common stock equivalents are excluded in the calculation of diluted net loss per share in periods of net loss as inclusion of such amounts would be anti-dilutive. Outstanding pre-funded 2,532,602 , after giving effect to the 1-for-5 reverse stock split of the common stock that was effected on September 25, 2023 are considered outstanding as of their issuance date and are included in the basic and diluted net loss per share calculation because they are fully vested and exercisable at any time for a nominal cash consideration. |
Intangible assets subject to amortization | (g) Intangible assets subject to amortization Long-lived intangible assets are recorded The intangible asset is tested for impairment when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company recognizes an impairment loss when carrying amount is not recoverable and the estimated fair value of the intangible asset is less than its carrying value. Based on management’s assessment there were no indicators of impairment of intangible assets as of December 31, 2022 and 2021. | |
Income taxes | (h) Income taxes The Company accounts for income taxes using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the differences between events that have been recognized in the Company’s financial statements and the tax bases of assets and liabilities and tax carryforwards recognized at enacted tax rates. The measurement of deferred tax assets is reduced, if necessary, to the amount more likely than not to be realized by a valuation allowance. | |
Research and development costs | (i) Research and development costs Research and development costs are charged to expense as incurred and include items such as: employee related expenses, including salaries, stock-based compensation, and benefits, expenses incurred under agreements with contract research organizations that conduct clinical trials and preclinical studies, the cost of acquiring, developing, and manufacturing clinical trial materials, facilities, and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, and other supplies and costs associated with clinical trials, preclinical activities, and regulatory operations. Development costs are expensed in the period incurred unless management believes a development project meets generally accepted accounting criteria for deferral and amortization. No product development expenditures have been deferred to date. The Company records costs for certain development activities based on management’s evaluation of the progress to completion of specific tasks or information provided to the Company by vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued expense. | |
Accounting for stock-based compensation | (h) Accounting for stock-based compensation The Company has issued stock options and restricted stock units (“RSUs”). The Company measures the cost of services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost of such award is recognized on a straight-line basis over the requisite service period, which is generally the vesting period. The Company accounts for forfeitures as they occur. The Company utilizes newly issued shares to satisfy option exercises, the vesting of RSUs, and 2020 Employee Stock Purchase Plan (“2020 ESPP”) purchases. The Company estimates the fair value of options using the Black-Scholes option pricing model on the grant date. This approximation uses assumptions regarding a number of inputs that requires management to make significant estimates and judgments. The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, the Company has based its expected term for awards issued to employees on the simplified method, which represents the average period from vesting to the expiration of the stock option. In addition, the Company does not have sufficient trading history of the Company’s common stock, and therefore, the expected stock price volatility for the Company’s common stock was estimated by taking the average historical price volatility for industry peers. The Company has never declared or paid any cash dividends to common stockholders and does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. The risk-free interest rate was based on the yields of treasury securities with maturities similar to the expected term of the options for each option group. The fair value of each RSU is measured using the closing price of the Company’s common stock on the date of grant. | (j) Accounting for stock-based compensation The Company has issued stock options and restricted stock units (“RSUs”). The Company measures the cost of services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost of such award is recognized on a straight-line basis over the requisite service period, which is generally the vesting period. Awards subject to performance-based vesting requirements are expensed utilizing a graded vesting model if achievement of the performance criteria is determined to be probable. The Company accounts for forfeitures as they occur. The Company utilizes newly issued shares to satisfy option exercises, the vesting of RSUs, and Employee Stock Purchase Plan purchases. The Company estimates the fair value of options using the Black-Scholes option pricing model on the grant date. This approximation uses assumptions regarding a number of inputs that requires management to make significant estimates and judgments. The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, the Company has based its expected term for awards issued to employees on the simplified method, which represents the average period from vesting to the expiration of the stock option. In addition, the Company does not have sufficient trading history for the Company’s common stock, and therefore, the expected stock price volatility for the Company’s common stock was estimated by taking the average historical price volatility for industry peers. The Company has never declared or paid any cash dividends to common stockholders and does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. The risk-free interest rate was based on the yields of treasury securities with maturities similar to the expected term of the options for each option group. The fair value of each RSU is measured using the closing price of the Company’s common stock on the date of grant. |
Segment reporting | (k) Segment reporting The Company operates in one segment, the research and development de novo | |
Fair value of financial instruments | (e) Fair value of financial instruments The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, receivables, accounts payable and other liabilities, approximate their fair values because of their Certain of the Company’s financial instruments are measured at fair value on a recurring basis. The Company determines the fair value of those financial instruments based upon the fair value hierarchy, which prioritizes valuation inputs based on the observable nature of those inputs. The three levels of the fair value hierarchy are as follows: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that can be accessed on the measurement date Level 2 - quoted prices (in non-active Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis: June 30, 2023 (in thousands) Total Level 1 Level 2 Level 3 Financial assets Money market funds $ 30,593 $ 30,593 $ — $ — U.S. treasury securities 50,965 50,965 — — Total financial assets $ 81,558 $ 81,558 $ — $ — December 31, 2022 (in thousands) Total Level 1 Level 2 Level 3 Financial assets Money market funds $ 33,767 $ 33,767 $ — $ — U.S. treasury securities 61,970 61,970 — — Total financial assets $ 95,737 $ 95,737 $ — $ — | (l) Fair value of financial instruments The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, receivables, accounts payable, and other liabilities, approximate their fair values because of their nature and/or short maturities. Certain of the Company’s financial instruments are measured at fair value on a recurring basis. The Company determines the fair value of those financial instruments based upon the fair value hierarchy, which prioritizes valuation inputs based on the observable nature of those inputs. The three levels of the fair value hierarchy are as follows: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that can be accessed on the measurement date Level 2 - quoted prices (in non-active Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis: December 31, 2022 (in thousands) Total Level 1 Level 2 Level 3 Financial assets Money market funds $ 33,767 $ 33,767 $ — $ — U.S. treasury securities 61,970 61,970 — — Total financial assets $ 95,737 $ 95,737 $ — $ — December 31, 2021 (in thousands) Total Level 1 Level 2 Level 3 Financial assets Money market funds $ 140,856 $ 140,856 $ — $ — U.S. treasury securities — — — — Total financial assets $ 140,856 $ 140,856 $ — $ — |
Concentration of credit risk | (n) Concentration of credit risk Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist primarily of cash, cash equivalents, and short-term investments. Cash, cash equivalents, and short-term investments are invested in accordance with the Company’s investment policy. The primary objective for the Company’s investment portfolio is the preservation of capital and maintenance of liquidity and includes guidelines on the quality of financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. | |
Restructuring Charges | (i) Restructuring charges The Company records costs and liabilities associated with exit and disposal activities in accordance with ASC 420, Exit or Disposal Cost Obligations | (o) Restructuring charges The Company records costs and liabilities associated with exit and disposal activities in accordance with ASC 420, Exit or Disposal Cost Obligations |
Recently issued and recently adopted accounting standards | (j) Recently issued and recently adopted accounting standards The Company monitors and evaluates the issuance of Accounting Standards Updates (“ASUs”). No ASUs have been issued recently which impact the Company’s financial statements and disclosures. | (p) Recently issued and recently adopted accounting standards In June 2016, the FASB issued Accounting Standard Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments 2016-13), 2019-10, Financial Instruments – Credit Losses Derivatives Leases |
Investments | (f) Investments The Company’s short-term investments consist entirely of investments in U.S. treasury securities. These investments are classified as available-for-sale The Company assesses investments for impairment at each reporting period. An investment is considered impaired when the amortized cost basis exceeds the fair value. When this is the case, the Company assesses whether the impairment is credit-related or noncredit-related based on various factors. When an impairment, or a portion of an impairment, is considered credit-related, an allowance for credit losses is recorded. For the six months ended June 30, 2023, the Company recognized no year-to-date | (m) Investments The Company’s short-term investments consist entirely of investments in U.S. treasury securities. These investments are classified as available-for-sale The Company assesses investments for impairment year-to-date |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash in the condensed balance sheets that sum to the total of the same such amounts shown in the condensed statements of cash flows: (in thousands) June 30, December 31, Cash and cash equivalents $ 31,110 $ 37,887 Restricted cash 508 878 Total cash, cash equivalents, and restricted cash $ 31,618 $ 38,765 | The following table provides a reconciliation of cash, cash equi ents, and restricted cash in the balance sheets that sum to the total of the same such amounts shown in the statements of cash flows (in thousands): December 31, 2022 2021 Cash and cash equivalents $ 37,887 $ 142,467 Restricted cash 878 878 Total cash, cash equivalents, and restricted cash $ 38,765 $ 143,345 |
Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash in the condensed balance sheets that sum to the total of the same such amounts shown in the condensed statements of cash flows: (in thousands) June 30, December 31, Cash and cash equivalents $ 31,110 $ 37,887 Restricted cash 508 878 Total cash, cash equivalents, and restricted cash $ 31,618 $ 38,765 | The following table provides a reconciliation of cash, cash equi ents, and restricted cash in the balance sheets that sum to the total of the same such amounts shown in the statements of cash flows (in thousands): December 31, 2022 2021 Cash and cash equivalents $ 37,887 $ 142,467 Restricted cash 878 878 Total cash, cash equivalents, and restricted cash $ 38,765 $ 143,345 |
Schedule of Fair Value, Assets | The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis: June 30, 2023 (in thousands) Total Level 1 Level 2 Level 3 Financial assets Money market funds $ 30,593 $ 30,593 $ — $ — U.S. treasury securities 50,965 50,965 — — Total financial assets $ 81,558 $ 81,558 $ — $ — December 31, 2022 (in thousands) Total Level 1 Level 2 Level 3 Financial assets Money market funds $ 33,767 $ 33,767 $ — $ — U.S. treasury securities 61,970 61,970 — — Total financial assets $ 95,737 $ 95,737 $ — $ — | The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis: December 31, 2022 (in thousands) Total Level 1 Level 2 Level 3 Financial assets Money market funds $ 33,767 $ 33,767 $ — $ — U.S. treasury securities 61,970 61,970 — — Total financial assets $ 95,737 $ 95,737 $ — $ — December 31, 2021 (in thousands) Total Level 1 Level 2 Level 3 Financial assets Money market funds $ 140,856 $ 140,856 $ — $ — U.S. treasury securities — — — — Total financial assets $ 140,856 $ 140,856 $ — $ — |
Cash, cash equivalents, and r_2
Cash, cash equivalents, and restricted cash (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash in the condensed balance sheets that sum to the total of the same such amounts shown in the condensed statements of cash flows: (in thousands) June 30, December 31, Cash and cash equivalents $ 31,110 $ 37,887 Restricted cash 508 878 Total cash, cash equivalents, and restricted cash $ 31,618 $ 38,765 | The following table provides a reconciliation of cash, cash equi ents, and restricted cash in the balance sheets that sum to the total of the same such amounts shown in the statements of cash flows (in thousands): December 31, 2022 2021 Cash and cash equivalents $ 37,887 $ 142,467 Restricted cash 878 878 Total cash, cash equivalents, and restricted cash $ 38,765 $ 143,345 |
Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash in the condensed balance sheets that sum to the total of the same such amounts shown in the condensed statements of cash flows: (in thousands) June 30, December 31, Cash and cash equivalents $ 31,110 $ 37,887 Restricted cash 508 878 Total cash, cash equivalents, and restricted cash $ 31,618 $ 38,765 | The following table provides a reconciliation of cash, cash equi ents, and restricted cash in the balance sheets that sum to the total of the same such amounts shown in the statements of cash flows (in thousands): December 31, 2022 2021 Cash and cash equivalents $ 37,887 $ 142,467 Restricted cash 878 878 Total cash, cash equivalents, and restricted cash $ 38,765 $ 143,345 |
Investments (Tables)
Investments (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||
Schedule of Investments | The Company’s investments consist of the following: June 30, 2023 (in thousands) Amortized Gross Gross Fair Cash equivalents: Money market funds $ 30,593 $ — $ — $ 30,593 Short-term investments: U.S. treasury securities - due within 1 year 50,965 2 (15 ) 50,952 Total $ 81,558 $ 2 $ (15 ) $ 81,545 December 31, 2022 (in thousands) Amortized Gross Gross Fair Cash equivalents: Money market funds $ 33,767 $ — $ — $ 33,767 U.S. treasury securities - due within 3 months 3,473 — — 3,473 Short-term investments: U.S. treasury securities - due within 1 year 58,518 6 (27 ) 58,497 Total $ 95,758 $ 6 $ (27 ) $ 95,737 | The Company’s investments consist of the following (in thousands): December 31, 2022 Amortized Gross Gross Fair Cash equivalents: Money market funds $ 33,767 $ — $ — $ 33,767 U.S. treasury securities - due within 3 months 3,473 — — 3,473 Short-term investments: U.S. treasury securities - due within 1 year 58,518 6 (27 ) 58,497 Total $ 95,758 $ 6 $ (27 ) $ 95,737 December 31, 2021 Amortized Gross Gross Fair Value Cash equivalents: Money market funds 140,856 — — 140,856 Total $ 140,856 $ — $ — $ 140,856 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consist of the following (in thousands): December 31, 2022 Cost Accumulated Net Book Value Laboratory equipment $ 6,773 $ 1,926 $ 4,847 Furniture, fixtures, and IT equipment 2,342 1,026 1,316 $ 9,115 $ 2,952 $ 6,163 December 31, 2021 Cost Accumulated Net Book Value Laboratory equipment $ 6,237 $ 1,006 $ 5,231 Furniture, fixtures, and IT equipment 1,850 629 1,221 $ 8,087 $ 1,635 $ 6,452 |
Intangible asset, net (Tables)
Intangible asset, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Asset | The following table summarizes intangible asset (in thousands): December 31, 2022 2021 Cost $ 659 $ 659 Accumulated amortization (659 ) (531 ) Net intangible asset $ — $ 128 |
Accounts payable and other li_2
Accounts payable and other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Other Liabilities | Accounts payable and other liabilities consist of the following December 31, 2022 2021 Trade accounts payable $ 478 $ 526 Accrued clinical and preclinical expenses 4,360 2,399 Accrued compensation and vacation 3,539 3,263 Other accrued liabilities 1,170 1,227 $ 9,547 $ 7,415 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of the lease expense were as follows (in thousands): December 31, 2022 2021 Finance lease cost Amortization of right-of-use $ 58 $ 49 Interest on lease liabilities 8 12 Operating lease cost 2,542 2,535 Short term lease cost — 40 Variable lease cost 1,124 2,161 Total net lease cost $ 3,732 $ 4,797 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases is as follows: December 31, 2022 2021 Weighted average remaining lease term—finance leases 3.00 years 2.70 years Weighted average remaining lease term—operating leases 5.87 years 6.86 years Weighted average discount rate—finance leases 6.99 % 6.98 % Weighted average discount rate—operating leases 12.46 % 12.42 % |
Supplemental Cash flow Information Related to Leases | Supplemental cash flow information related to leases was as follows (in thousands): December 31, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 2,657 $ 2,249 Cash paid for amounts included in the measurement of finance lease liabilities $ 64 $ 63 |
Schedule of Company's Operating Lease Liability | At December 31, 2022, the future payments under the Company’s operating and finance lease liabilities were as follows (in thousands): Finance Operating 2023 $ 173 $ 2,718 2024 109 2,781 2025 109 2,845 2026 26 2,806 2027 — 2,557 Thereafter — 2,835 Total undiscounted lease payments 417 16,542 Less: imputed interest (44 ) (4,845 ) Total lease liabilities 373 11,697 Less: current portion (140 ) (1,375 ) Non-current $ 233 $ 10,322 |
Schedule of Company's Finance Lease Liability | At December 31, 2022, the future payments under the Company’s operating and finance lease liabilities were as follows (in thousands): Finance Operating 2023 $ 173 $ 2,718 2024 109 2,781 2025 109 2,845 2026 26 2,806 2027 — 2,557 Thereafter — 2,835 Total undiscounted lease payments 417 16,542 Less: imputed interest (44 ) (4,845 ) Total lease liabilities 373 11,697 Less: current portion (140 ) (1,375 ) Non-current $ 233 $ 10,322 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Schedule of Stock Option Activity | A summary of the Company’s stock option activity and related information for the six months ended June 30, 2023 is as follows: Number of Weighted Weighted (in Years) Aggregate (in Thousands) Outstanding at December 31, 2022 1,702,876 $ 24.45 8.32 $ — Options granted 52,100 $ 3.50 Options exercised — $ — Options cancelled/forfeited (827,664 ) $ 25.35 Outstanding at June 30, 2023 927,312 $ 19.80 4.41 $ 11 Exercisable as of June 30, 2023 706,942 $ 22.55 3.01 $ — | Stock options A summary of the Company’s stock option activity and related information for the year ended December 31, 2022 is as follows: Number of Weighted Exercise Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value (In Thousands) Outstanding at December 31, 2021 1,792,789 $ 36.00 8.32 $ 6,912 Options granted 686,210 $ 6.60 Options exercised (7,300 ) $ 18.35 Options cancelled/forfeited (768,822 ) $ 35.50 Outstanding at December 31, 2022 1,702,877 $ 24.45 8.32 $ — Exercisable as of December 31, 2022 778,184 $ 30.05 7.18 $ — |
Schedule of Weighted Average Assumptions | The fair values of stock options granted are estimated using the Black-Scholes option pricing model with the following weighted average assumptions: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Expected volatility 87.37 % 82.68 % 86.77 % 83.01 % Expected dividends 0 % 0 % 0 % 0 % Expected terms (years) 5.27 5.73 5.60 5.96 Risk free rate 3.82 % 2.77 % 3.67 % 2.22 % | The fair value of stock options granted is estimated using the Black-Scholes option pricing model with the following weighted average assumptions: December 31, 2022 2021 Expected volatility 84 % 89 % Expected dividends 0 % 0 % Expected terms (years) 6.04 6.03 Risk free rate 2.66 % 0.93 % |
Schedule of RSU Activity | Restricted stock units A summary of the Company’s r es n Number of Shares Weighted Average Grant Date Non-vested 26,400 $ 49.85 Restricted stock units granted 140,000 $ 18.45 Restricted stock units vested (4,950 ) $ 61.00 Restricted stock units forfeited (85,750 ) $ 23.30 Non-vested 75,700 $ 21.10 | |
Summary of Stock-based Compensation Expense | Stock-based compensation expense is classified in the condensed statements of operations and comprehensive income (loss) as follows: (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Research and development expenses $ — $ 1,051 $ 255 $ 2,315 General and administrative expenses 331 1,261 1,267 2,443 Total stock-based compensation expense $ 331 $ 2,312 $ 1,522 $ 4,758 | Stock-based compensation expense is classified in the statements of operations as follows (in thousands): December 31, 2022 2021 Research and development expenses $ 4,342 $ 5,095 General and administrative expenses 4,487 6,462 Total stock-based compensation expense $ 8,829 $ 11,557 |
Schedule of Unvested Restricted Stock Units Roll Forward | (d) Restricted stock units A summary of the Company’s RSU activity and related information for the six months ended June 30, 2023 is as follows, giving effect to the 1-for-5 reverse stock split of the Company’s common stock that was effected on September 25, 2023: Number of Weighted Non-vested 75,700 $ 21.10 Restricted stock units granted — $ — Restricted stock units vested (36,000 ) $ 20.90 Restricted stock units forfeited (30,450 ) $ 20.75 Non-vested 9,250 $ 22.95 |
Net loss per share (Tables)
Net loss per share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Schedule of Securities Excluded From Computation of Earnings Per Share | The Company excluded the following potentially dilutive shares from diluted net loss per share as the effect would have been anti-dilutive for all periods presented (the share numbers are presented after giving effect to the 1-for-5 reverse stock split of the Company’s common stock that was effected on September 25, 2023): Three Months Ended Six Months Ended 2023 2022 2023 2022 Outstanding stock options 927,312 1,527,678 927,312 1,527,678 Restricted stock units 9,250 120,600 9,250 120,600 Shares issuable under 2020 ESPP 1,491 15,374 1,491 15,374 938,053 1,663,652 938,053 1,663,652 | The Company excluded the following potentially dilutive shares from diluted net loss per share as the effect would have been anti-dilutive for all December 31, 2022 2021 Outstanding stock options 1,702,876 1,792,789 Restricted stock units 75,700 26,400 Shares issuable under 2020 ESPP 9,850 10,689 1,788,426 1,829,878 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Recovery | Income tax recovery varies from the amounts that would be computed by applying the expected U.S. federal income tax rate (21%) as shown in the following table: December 31, 2022 2021 Statutory federal income tax rate (21.0 )% (21.0 )% Stock-based compensation 2.2 2.0 Change in valuation allowance 21.4 21.2 Tax credits (2.6 ) (2.2 ) Income tax recovery — % — % |
Schedule of Net (Loss) Income Before Taxes | Net loss before taxes (in thousands): Years Ended 2022 2021 U.S. (57,578 ) (60,692 ) Total $ (57,578 ) $ (60,692 ) |
Components of Deferred Income Tax Assets | Deferred income tax assets and liabilities result from the temporary differences between the amount of assets and liabilities recognized for financial statement and income tax purposes. The significant components of the deferred income tax assets are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: U.S. net operating losses $ 26,362 $ 22,863 Research and development deductions and credits 3,931 2,414 Intangibles 446 457 Lease liability 2,456 2,701 Stock-based compensation 2,274 1,695 Capitalized research and development 6,920 — Other 168 186 Total deferred tax assets: 42,557 30,316 Deferred income tax liabilities Right-of-use 2,040 2,261 Other 410 287 Total deferred tax liabilities 2,450 2,548 Net deferred income tax assets 40,107 27,768 Less: valuation allowance (40,107 ) (27,768 ) Deferred tax assets, net of valuation allowance $ — $ — |
Workforce reduction (Tables)
Workforce reduction (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | ||
Summary of Restructuring Charges | A summary of the accrued liabilities activity recorded in connection with the November 2022 Reduction and March 2023 Restructuring Plan for the six months ended June 30, 2023 is as follows (in thousands): Accrued at Charges Amounts Paid Accrued at Employee severance, benefits, and related costs November 2022 Reduction $ 1,041 $ 327 $ (1,058 ) $ 310 March 2023 Restructuring Plan $ — $ 1,782 $ (1,218 ) $ 564 Total $ 1,041 $ 2,109 $ (2,276 ) $ 874 | A summary of the accrued liabilities activity recorded in connection with the November 2022 Reduction for the year ended December 31, 2022 is as follows (in thousands): Charges Amounts Accrued at Employee severance, benefits, and related costs November 2022 Reduction $ 1,407 $ 366 $ 1,041 Total $ 1,407 $ 366 $ 1,041 |
Summary of significant accoun_4
Summary of significant accounting policies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) segment shares | Dec. 31, 2021 shares | |
Lessee, Lease, Description [Line Items] | ||||||
Security deposit | $ 500,000 | $ 500,000 | $ 900,000 | |||
Outstanding pre-funded warrants (in shares) | shares | 2,532,602 | 2,532,602 | ||||
Number of operating segments | segment | 1 | |||||
Fair value, investments, unrealized loss | 31,100,000 | 31,100,000 | $ 40,700,000 | |||
Impairment of property and equipment | 0 | $ 0 | 3,418,000 | $ 0 | ||
Allowance for credit loss | $ 0 | $ 0 | ||||
Expected dividends | 0% | 0% | 0% | 0% | 0% | 0% |
Prefunded Warrants | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Outstanding pre-funded warrants (in shares) | shares | 2,296,602 | 2,532,602 | 2,296,602 | 2,532,602 | ||
Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Property and equipment, useful life | 3 years | 3 years | 3 years | |||
Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Property and equipment, useful life | 7 years | 7 years | 7 years | |||
Office space | Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease term | 12 months | 12 months | 12 months |
Summary of significant accoun_5
Summary of significant accounting policies - Cash and cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||||
Cash and cash equivalents | $ 31,110 | $ 37,887 | $ 142,467 | ||
Restricted cash | 508 | 878 | 878 | ||
Total cash, cash equivalents, and restricted cash | $ 31,618 | $ 38,765 | $ 78,404 | $ 143,345 | $ 193,434 |
Summary of significant accoun_6
Summary of significant accounting policies - Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Money market funds | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Money market funds | $ 30,593 | $ 33,767 | $ 140,856 |
U.S. treasury securities | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Money market funds | 3,473 | ||
Fair Value, Recurring | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial assets | 81,558 | 95,737 | 140,856 |
Fair Value, Recurring | Money market funds | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Money market funds | 30,593 | 33,767 | 140,856 |
Fair Value, Recurring | Level 1 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial assets | 81,558 | 95,737 | 140,856 |
Fair Value, Recurring | Level 1 | Money market funds | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Money market funds | 30,593 | 33,767 | 140,856 |
Fair Value, Recurring | Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial assets | 0 | 0 | 0 |
Fair Value, Recurring | Level 2 | Money market funds | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Money market funds | 0 | 0 | 0 |
Fair Value, Recurring | Level 3 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total financial assets | 0 | 0 | 0 |
Fair Value, Recurring | Level 3 | Money market funds | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Money market funds | 0 | 0 | 0 |
Fair Value, Recurring | U.S. treasury securities | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
U.S. treasury securities | 50,965 | 61,970 | |
Fair Value, Recurring | U.S. treasury securities | Level 1 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
U.S. treasury securities | 50,965 | 61,970 | |
Fair Value, Recurring | U.S. treasury securities | Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
U.S. treasury securities | 0 | 0 | 0 |
Fair Value, Recurring | U.S. treasury securities | Level 3 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
U.S. treasury securities | $ 0 | $ 0 | $ 0 |
Cash, cash equivalents, and r_3
Cash, cash equivalents, and restricted cash - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | |||||
Cash and cash equivalents | $ 31,110 | $ 37,887 | $ 142,467 | ||
Restricted cash | 508 | 878 | 878 | ||
Total cash, cash equivalents, and restricted cash | $ 31,618 | $ 38,765 | $ 78,404 | $ 143,345 | $ 193,434 |
Cash, cash equivalents, and r_4
Cash, cash equivalents, and restricted cash - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||
Cash deposit | $ 0.5 | $ 0.9 |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Cash equivalents: | |||
Amortized Cost | $ 31,110 | $ 37,887 | $ 142,467 |
Short-term investments: | |||
Amortized Cost | 81,558 | 95,758 | |
Gross Unrealized Gains | 2 | 6 | |
Gross Unrealized Losses | (15) | (27) | |
Fair Value | 81,545 | 95,737 | |
U.S. treasury securities | |||
Cash equivalents: | |||
Amortized Cost | 3,473 | ||
Fair Value | 3,473 | ||
Short-term investments: | |||
Amortized Cost | 50,965 | 58,518 | |
Gross Unrealized Gains | 2 | 6 | |
Gross Unrealized Losses | (15) | (27) | |
Fair Value | 50,952 | 58,497 | |
Money market funds | |||
Cash equivalents: | |||
Amortized Cost | 30,593 | 33,767 | 140,856 |
Fair Value | $ 30,593 | $ 33,767 | $ 140,856 |
Property and equipment, net - S
Property and equipment, net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 9,115 | $ 8,087 |
Accumulated Amortization | 2,952 | 1,635 |
Net Book Value | 6,163 | 6,452 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 6,773 | 6,237 |
Accumulated Amortization | 1,926 | 1,006 |
Net Book Value | 4,847 | 5,231 |
Furniture, fixtures, and IT equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 2,342 | 1,850 |
Accumulated Amortization | 1,026 | 629 |
Net Book Value | $ 1,316 | $ 1,221 |
Property and equipment, net - A
Property and equipment, net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1.4 | $ 1.1 |
Intangible asset, net - Summary
Intangible asset, net - Summary of Intangible Asset (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Cost | $ 659 | $ 659 |
Accumulated amortization | (659) | (531) |
Net intangible asset | $ 0 | 128 |
Intangible asset useful life | 3 years | |
Amortization expense | $ 100 | $ 200 |
Accounts payable and other li_3
Accounts payable and other liabilities - Schedule of Accounts Payable and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Trade accounts payable | $ 478 | $ 526 |
Accrued clinical and preclinical expenses | 4,360 | 2,399 |
Accrued compensation and vacation | 3,539 | 3,263 |
Other accrued liabilities | 1,170 | 1,227 |
Accounts payable and other liabilities | $ 9,547 | $ 7,415 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 USD ($) ft² | Jun. 30, 2023 USD ($) ft² OPTION | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) ft² OPTION | Dec. 31, 2021 USD ($) | Jan. 31, 2020 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||
Security deposit | $ 900 | $ 500 | $ 900 | |||
Tenant improvements (up to) | 9,500 | |||||
Sublease, base lease payments | 500 | |||||
Increase in lease liability | (664) | $ (563) | (1,165) | $ (687) | ||
Operating lease right-of-use assets | 9,715 | 9,135 | 9,715 | 10,766 | ||
Finance lease right-of-use assets | $ 500 | 0 | $ 500 | $ 200 | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net | ||||
Standby Letters of Credit | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Security deposit | $ 500 | |||||
Office space, principal executive offices and laboratory | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Tenant improvements (up to) | $ 9,500 | |||||
Washington | Office space, principal executive offices and laboratory | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Square feet of office space leased | ft² | 33,300 | 33,300 | 33,300 | |||
Number of option to extend leases | OPTION | 2 | 2 | ||||
Lease agreement extended period | 5 years | 5 years | 5 years | |||
Washington | Office space, additional offices and laboratory | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Square feet of office space leased | ft² | 6,272 | 6,272 | 6,272 | |||
Lease agreement extended period | 28 months | 28 months | 28 months | |||
Increase in right-of-use-asset | $ 1,600 | |||||
Increase in lease liability | $ 1,600 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finance lease cost | ||
Amortization of right-of-use asset | $ 58 | $ 49 |
Interest on lease liabilities | 8 | 12 |
Operating lease cost | 2,542 | 2,535 |
Short term lease cost | 0 | 40 |
Variable lease cost | 1,124 | 2,161 |
Total net lease cost | $ 3,732 | $ 4,797 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted average remaining lease term—finance leases | 3 years | 2 years 8 months 12 days |
Weighted average remaining lease term—operating leases | 5 years 10 months 13 days | 6 years 10 months 9 days |
Weighted average discount rate—finance leases | 6.99% | 6.98% |
Weighted average discount rate—operating leases | 12.46% | 12.42% |
Leases - Supplemental Cash flow
Leases - Supplemental Cash flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 2,657 | $ 2,249 |
Cash paid for amounts included in the measurement of finance lease liabilities | $ 64 | $ 63 |
Leases - Schedule of Company's
Leases - Schedule of Company's Operating and Finance Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Finance Lease | |||
2023 | $ 173 | ||
2024 | 109 | ||
2025 | 109 | ||
2026 | 26 | ||
2027 | 0 | ||
Thereafter | 0 | ||
Total undiscounted lease payments | 417 | ||
Less: imputed interest | (44) | ||
Total lease liabilities | 373 | ||
Less: current portion | $ (3) | (140) | $ (55) |
Non-current lease liabilities—December 31, 2022 | 6 | 233 | 67 |
Operating Lease | |||
2023 | 2,718 | ||
2024 | 2,781 | ||
2025 | 2,845 | ||
2026 | 2,806 | ||
2027 | 2,557 | ||
Thereafter | 2,835 | ||
Total undiscounted lease payments | 16,542 | ||
Less: imputed interest | (4,845) | ||
Total lease liabilities | 11,697 | ||
Less: current portion | (1,490) | (1,375) | (1,166) |
Non-current lease liabilities—December 31, 2022 | $ 9,543 | $ 10,322 | $ 11,696 |
Equity - Additional Information
Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jul. 18, 2023 Day | Jan. 01, 2022 shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) shares | Mar. 31, 2022 shares | Jun. 30, 2023 USD ($) offering Day $ / shares shares | Jun. 30, 2022 $ / shares | Dec. 31, 2022 USD ($) Day offering $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Nov. 04, 2021 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.000001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||||||
Common stock, shares issued (in shares) | 8,804,285 | 8,804,285 | 8,529,669 | 8,491,494 | ||||||
Common stock, shares outstanding (in shares) | 8,804,285 | 8,804,285 | 8,529,669 | 8,491,494 | ||||||
Outstanding pre-funded warrants (in shares) | 2,532,602 | 2,532,602 | ||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.000005 | |||||||||
Percentage of outstanding stock per stockholder, maximum | 9.99% | |||||||||
Percentage of outstanding stock per stockholder, upon notice, maximum | 19.99% | 19.99% | ||||||||
Notice period | Day | 61 | 61 | ||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.000001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | 0 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | ||||||
Options outstanding (in shares) | 927,312 | 927,312 | 1,702,876 | 1,792,789 | ||||||
Options exercised (in shares) | 0 | 7,300 | ||||||||
Common stock issued upon exercise of options aggregate intrinsic value | $ | $ 100 | $ 100 | $ 1,300 | |||||||
Weighted-average grant date fair value of options granted (in dollars per share) | $ / shares | $ 2.55 | $ 7.35 | $ 4.75 | $ 31.85 | ||||||
Unrecognized stock-based compensation cost (in dollars per share) | $ | $ 1,600 | $ 1,600 | $ 13,400 | |||||||
Unrecognized stock-based compensation cost, weighted-average period recognized (in years) | 1 year 10 months 17 days | 2 years 1 month 24 days | ||||||||
Proceeds from ESPP | $ | $ 4 | $ 63 | $ 82 | $ 372 | ||||||
Previously Reported [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock, shares outstanding (in shares) | 8,529,669 | 8,529,669 | ||||||||
Options outstanding (in shares) | 1,702,877 | |||||||||
Options exercised (in shares) | 24,985 | |||||||||
Subsequent Event [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Percentage of outstanding stock per stockholder, upon notice, maximum | 19.99% | |||||||||
Notice period | Day | 61 | |||||||||
Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 1 year | |||||||||
Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 4 years | |||||||||
2014 Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Maximum number of shares of common stock that may be issued (in shares) | 2,681,671 | |||||||||
Shares of common stock reserved for issuance percentage | 4% | |||||||||
Number of additional shares authorized (in shares) | 442,490 | |||||||||
Award expiration period (in years) | 10 years | |||||||||
Shares available to be granted (in shares) | 1,341,011 | 1,008,060 | ||||||||
Equity Incentive Plan 2006 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options outstanding (in shares) | 0 | |||||||||
Common stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options exercised (in shares) | 7,300 | 7,300 | 7,300 | 24,986 | ||||||
Issuance of shares under Employee Stock Purchase Plan (in shares) | 2,616 | 15,176 | 25,925 | 10,349 | ||||||
Common stock | Pre Funded Warrants [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares issued upon the exercise of pre-funded warrants (in shares) | 236,000 | |||||||||
Pre Funded Warrants [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Outstanding pre-funded warrants (in shares) | 2,296,602 | 2,296,602 | 2,532,602 | |||||||
Exercise price (in dollars per share) | $ / shares | $ 0.000005 | $ 0.000005 | ||||||||
Percentage of outstanding stock per stockholder, maximum | 9.99% | |||||||||
Shares issuable under 2020 ESPP | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Sale of shares under public offering (in dollars per share) | $ / shares | $ 4.15 | $ 47.65 | ||||||||
Issuance of shares under Employee Stock Purchase Plan (in shares) | 15,176 | 4,594 | ||||||||
Shares issuable under 2020 ESPP | 2020 Employee Stock Purchase Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Sale of shares under public offering (in dollars per share) | $ / shares | $ 1.8 | $ 26.65 | ||||||||
ESPP common stock reserved for issuance (in shares) | 151,987 | 151,987 | 151,987 | |||||||
ESPP max contribution rate | 15% | 15% | 15% | |||||||
ESPP purchase price of common stock, percent of market price | 85% | 85% | ||||||||
ESPP number of offerings per year | offering | 2 | 2 | ||||||||
ESPP offering period | 6 months | 6 months | ||||||||
Issuance of shares under Employee Stock Purchase Plan (in shares) | 10,749 | 5,755 | ||||||||
Proceeds from ESPP | $ | $ 100 | $ 400 | ||||||||
Equity Offering Sales Agreement | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Maximum value | $ | $ 40,000 |
Equity - Schedule of Stock Opti
Equity - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | |||
Options outstanding at beginning of period (in shares) | 1,702,876 | 1,792,789 | |
Options granted (in shares) | 52,100 | 686,210 | |
Options exercised (in shares) | 0 | (7,300) | |
Options cancelled/forfeited (in shares) | (827,664) | (768,822) | |
Options outstanding at end of period (in shares) | 927,312 | 1,702,876 | 1,792,789 |
Options exercisable, Number of options (in shares) | 706,942 | 778,184 | |
Weighted Average Exercise Price | |||
Options outstanding at beginning of period (in dollars per share) | $ 24.45 | $ 36 | |
Options granted (in dollars per share) | 3.5 | 6.6 | |
Options exercised (in dollars per share) | 0 | 18.35 | |
Options cancelled/forfeited (in dollars per share) | 25.35 | 35.5 | |
Options outstanding at end of period (in dollars per share) | 19.8 | 24.45 | $ 36 |
Options exercisable, Weighted average exercise price (in dollars per share) | $ 22.55 | $ 30.05 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Options outstanding, Weighted average remaining contractual life (in years) | 8 years 3 months 25 days | 8 years 3 months 25 days | 8 years 3 months 25 days |
Options exercisable, Weighted average remaining contractual life (in years) | 3 years 3 days | 7 years 2 months 4 days | |
Options outstanding at beginning of period, Aggregate intrinsic value (in dollars) | $ 0 | $ 6,912 | |
Options outstanding at end of period, Aggregate intrinsic value (in dollars) | 11 | 0 | $ 6,912 |
Options exercisable, Aggregate intrinsic value (in dollars) | $ 0 | $ 0 | |
Previously Reported [Member] | |||
Number of Shares | |||
Options outstanding at beginning of period (in shares) | 1,702,877 | ||
Options exercised (in shares) | (24,985) | ||
Options outstanding at end of period (in shares) | 1,702,877 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Options outstanding, Weighted average remaining contractual life (in years) | 4 years 4 months 28 days |
Equity - Schedule of Weighted A
Equity - Schedule of Weighted Average Assumptions (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||||||
Expected volatility | 87.37% | 82.68% | 86.77% | 83.01% | 84% | 89% |
Expected dividends | 0% | 0% | 0% | 0% | 0% | 0% |
Expected terms (years) | 5 years 3 months 7 days | 5 years 8 months 23 days | 5 years 7 months 6 days | 5 years 11 months 15 days | 6 years 14 days | 6 years 10 days |
Risk free rate | 3.82% | 2.77% | 3.67% | 2.22% | 2.66% | 0.93% |
Equity - Schedule of RSU Activi
Equity - Schedule of RSU Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Number of Shares | ||
Non-vested beginning balance (in shares) | 75,700 | |
Non-vested ending balance (in shares) | 9,250 | 75,700 |
Restricted stock units | ||
Number of Shares | ||
Non-vested beginning balance (in shares) | 75,700 | 26,400 |
Restricted stock units granted (in shares) | 0 | 140,000 |
Restricted stock units vested (in shares) | (36,000) | (4,950) |
Restricted stock units forfeited (in shares) | (30,450) | (85,750) |
Non-vested ending balance (in shares) | 75,700 | |
Weighted Average Grant Date Fair Value | ||
Non-vested beginning balance (in dollars per share) | $ 21.1 | $ 49.85 |
Restricted stock units granted (in dollars per share) | 0 | 18.45 |
Restricted stock units vested (in dollars per share) | 20.9 | 61 |
Restricted stock units forfeited (in dollars per share) | 20.75 | 23.3 |
Non-vested ending balance (in dollars per share) | $ 22.95 | $ 21.1 |
Equity - Summary of Stock-based
Equity - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 331 | $ 2,312 | $ 1,522 | $ 4,758 | $ 8,829 | $ 11,557 |
Research and development expenses [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | 0 | 1,051 | 255 | 2,315 | 4,342 | 5,095 |
General and administrative expenses [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 331 | $ 1,261 | $ 1,267 | $ 2,443 | $ 4,487 | $ 6,462 |
Net loss per share - Schedule o
Net loss per share - Schedule of Securities Excluded From Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Securities excluded from computation of earnings per share (in shares) | 938,053 | 1,663,652 | 938,053 | 1,663,652 | 1,788,426 | 1,829,878 |
Outstanding stock options | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Securities excluded from computation of earnings per share (in shares) | 927,312 | 1,527,678 | 927,312 | 1,527,678 | 1,702,876 | 1,792,789 |
Restricted stock units | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Securities excluded from computation of earnings per share (in shares) | 9,250 | 120,600 | 9,250 | 120,600 | 75,700 | 26,400 |
Shares issuable under 2020 ESPP | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Securities excluded from computation of earnings per share (in shares) | 1,491 | 15,374 | 1,491 | 15,374 | 9,850 | 10,689 |
Income taxes - Schedule of Inco
Income taxes - Schedule of Income Tax Recovery (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | (21.00%) | (21.00%) |
Stock-based compensation | 2.20% | 2% |
Change in valuation allowance | 21.40% | 21.20% |
Tax credits | (2.60%) | (2.20%) |
Income tax recovery | 0% | 0% |
Income taxes - Schedule of Net
Income taxes - Schedule of Net (Loss) Income Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U.S. | $ (57,578) | $ (60,692) |
Total | $ (57,578) | $ (60,692) |
Income taxes - Components of De
Income taxes - Components of Deferred Income Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
U.S. net operating losses | $ 26,362 | $ 22,863 |
Research and development deductions and credits | 3,931 | 2,414 |
Intangibles | 446 | 457 |
Lease liability | 2,456 | 2,701 |
Stock-based compensation | 2,274 | 1,695 |
Capitalized research and development | 6,920 | 0 |
Other | 168 | 186 |
Total deferred tax assets: | 42,557 | 30,316 |
Deferred income tax liabilities | ||
Right-of-use assets | 2,040 | 2,261 |
Other | 410 | 287 |
Total deferred tax liabilities | 2,450 | 2,548 |
Net deferred income tax assets | 40,107 | 27,768 |
Less: valuation allowance | (40,107) | (27,768) |
Deferred tax assets, net of valuation allowance | $ 0 | $ 0 |
Income taxes - Additional Infor
Income taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes Disclosure [Line Items] | ||
Capitalized research and development | $ 6,920 | $ 0 |
Net operating losses carried forward for tax purposes | 124,900 | 108,200 |
Operating loss carryforwards subject to expiration | 1,700 | |
Operating loss carryforwards not subject to expiration | 123,200 | |
Increase (decrease) in valuation allowance | 12,300 | 12,900 |
Research Tax Credit Carryforward [Member] | ||
Income Taxes Disclosure [Line Items] | ||
Tax credits for research and development | $ 3,900 | $ 2,400 |
License and patent agreements -
License and patent agreements - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2019 | Aug. 31, 2019 | Dec. 31, 2022 | |
License and patent agreements [Line Items] | |||
Convertible preferred stock, Shares issued upon conversion (in shares) | 83,940 | ||
University Of Washington | |||
License and patent agreements [Line Items] | |||
License arrangements, amounts of development milestones payment | $ 0.9 | ||
License arrangements, amounts payable based on net sales | 10 | ||
License and maintenance | University Of Washington | |||
License and patent agreements [Line Items] | |||
Shares issued for service (in shares) | 536,813 | ||
License and maintenance | Common stock | University Of Washington | |||
License and patent agreements [Line Items] | |||
Stock issued for acquisition (in shares) | 37,795 | ||
License and maintenance | Minimum | University Of Washington | |||
License and patent agreements [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 100 | ||
License and maintenance | Maximum | University Of Washington | |||
License and patent agreements [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | $ 1,000 | ||
Non-voting convertible preferred stock | License and maintenance | University Of Washington | |||
License and patent agreements [Line Items] | |||
Stock issued for acquisition (in shares) | 4,197 |
Restructurings and impairment_2
Restructurings and impairment charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | 13 Months Ended | ||||||
Nov. 14, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2024 | Mar. 06, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||||||||||
Number of positions eliminated, period percent | 40% | |||||||||
Expected cost | $ 1,800 | |||||||||
Charges | $ 2,109 | $ 1,407 | ||||||||
Amounts Paid | 2,276 | 366 | ||||||||
Accrued at period end | $ 874 | 874 | 1,041 | |||||||
Impairment of property and equipment | 0 | $ 0 | 3,418 | $ 0 | ||||||
Gain (Loss) on disposition of property plant equipment | 47 | $ 0 | (118) | $ 0 | ||||||
Property and equipment disposals | 1,800 | |||||||||
Property, Plant and Equipment [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Gain (Loss) on disposition of property plant equipment | 200 | |||||||||
Forecast [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Charges | $ 400 | |||||||||
General and administrative expenses [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Charges | 200 | |||||||||
Gain (Loss) on disposition of property plant equipment | 100 | |||||||||
Research and development expenses [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Charges | 1,200 | |||||||||
Gain (Loss) on disposition of property plant equipment | 300 | |||||||||
November 2022 Reductions [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Number of positions eliminated, period percent | 40% | |||||||||
Expected cost | $ 1,700 | |||||||||
Charges | 327 | 1,407 | ||||||||
Amounts Paid | 1,058 | 366 | ||||||||
Accrued at period end | 310 | 310 | 1,041 | |||||||
March2023 Restructuring Plan [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Expected cost | $ 1,800 | |||||||||
Charges | 1,782 | |||||||||
Amounts Paid | 1,218 | |||||||||
Accrued at period end | $ 564 | 564 | $ 0 | |||||||
March2023 Restructuring Plan [Member] | Forecast [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Number of positions eliminated, period percent | 70% | |||||||||
March2023 Restructuring Plan [Member] | General and administrative expenses [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Charges | 600 | |||||||||
March2023 Restructuring Plan [Member] | Research and development expenses [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Charges | $ 1,200 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 4 Months Ended | |||
Jul. 17, 2023 | Nov. 14, 2022 | Jun. 30, 2023 | Mar. 06, 2023 | |
Subsequent Event [Line Items] | ||||
Number of positions eliminated, period percent | 40% | |||
Expected cost | $ 1.8 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Expected non-cash expense | $ 0.3 | |||
Subsequent Event | Neoleukin [Member] | Merger Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Business combination termination fee | $ 12 | |||
Business combination reimbursement of expenses | 1 | |||
Subsequent Event | Neurogene [Member] | Neoleukin [Member] | Merger Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Business combination termination fee | 3 | |||
Business combination reimbursement of expenses | $ 1 | |||
Subsequent Event | Forecast [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of positions eliminated, period percent | 70% | |||
Subsequent Event | Minimum | ||||
Subsequent Event [Line Items] | ||||
Expected cost | 2.5 | |||
Subsequent Event | Maximum | ||||
Subsequent Event [Line Items] | ||||
Expected cost | $ 3 |