Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 03, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity File Number | 001-37695 | |
Entity Registrant Name | YUMANITY THERAPEUTICS, INC. | |
Entity Central Index Key | 0001445283 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | YMTX | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-8436652 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Address, Address Line One | 40 Guest Street | |
Entity Address, Address Line Two | Suite 4410 | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02135 | |
City Area Code | 617 | |
Local Phone Number | 409-5300 | |
Entity Common Stock, Shares Outstanding | 10,856,487 |
Condensed Consolidated Balance
Condensed Consolidated Balance sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 8,416 | $ 35,102 |
Marketable securities | 0 | 1,399 |
Accounts receivable | 0 | 5,000 |
Prepaid expenses and other current assets | 664 | 1,207 |
Total current assets | 9,080 | 42,708 |
Property and equipment, net | 52 | 387 |
Operating lease right-of-use assets | 397 | 18,543 |
Deposits | 0 | 366 |
Restricted cash | 50 | 928 |
Total assets | 9,579 | 62,932 |
Current liabilities: | ||
Accounts payable | 1,688 | 1,839 |
Accrued expenses and other current liabilities | 1,232 | 4,846 |
Current portion of long-term debt | 0 | 5,805 |
Operating lease liabilities | 204 | 5,064 |
Current portion of finance lease obligation | 0 | 48 |
Deferred revenue | 979 | 5,061 |
Total current liabilities | 4,103 | 22,663 |
Long-term debt, net of discount and current portion | 0 | 7,357 |
Operating lease liabilities, net of current portion | 0 | 9,415 |
Total liabilities | 4,103 | 39,435 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity/(deficit): | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Common stock, $0.001 par value; 125,000,000 shares authorized; 10,856,487 shares and 10,644,714 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 11 | 11 |
Additional paid-in capital | 214,367 | 210,799 |
Accumulated deficit | (208,902) | (187,313) |
Total stockholders' equity | 5,476 | 23,497 |
Total liabilities and stockholders' equity | $ 9,579 | $ 62,932 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 10,856,487 | 10,644,714 |
Common stock, shares outstanding | 10,856,487 | 10,644,714 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Collaboration revenue | $ 1,402 | $ 1,635 | $ 4,081 | $ 7,282 |
Operating expenses: | ||||
Research and development | 726 | 6,624 | 6,764 | 20,729 |
General and administrative | 4,180 | 4,513 | 14,562 | 15,277 |
Impairment loss | 0 | 0 | 3,903 | 0 |
Total operating expenses | 4,906 | 11,137 | 25,229 | 36,006 |
Loss from operations | (3,504) | (9,502) | (21,148) | (28,724) |
Other income (expense): | ||||
Interest Expense | (3) | (454) | (219) | (1,407) |
Interest income and other income (expense), net | 144 | 0 | (22) | (95) |
(Loss) gain on debt extinguishment | 0 | 0 | (200) | 1,134 |
Total other income (expense), net | 141 | (454) | (441) | (368) |
Net loss | (3,363) | (9,956) | (21,589) | (29,092) |
Net loss applicable to common shareholders | $ (3,363) | $ (9,956) | $ (21,589) | $ (29,092) |
Net loss per share, basic | $ (0.31) | $ (0.97) | $ (2) | $ (2.84) |
Net loss per share, diluted | $ (0.31) | $ (0.97) | $ (2) | $ (2.84) |
Weighted average common shares outstanding, basic | 10,855,751 | 10,304,775 | 10,817,830 | 10,239,502 |
Weighted average common shares outstanding, diluted | 10,855,751 | 10,304,775 | 10,817,830 | 10,239,502 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (3,363) | $ (9,956) | $ (21,589) | $ (29,092) |
Other comprehensive income: | ||||
Unrealized gains on marketable securities, net of tax of $0 | 0 | 0 | 0 | 0 |
Comprehensive loss | $ (3,363) | $ (9,956) | $ (21,589) | $ (29,092) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Statement of Comprehensive Income [Abstract] | |
Unrealized gain on marketable securities, net of tax | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Preferred Units and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Gain (Loss) [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2020 | $ 56,207 | $ 10 | $ 204,007 | $ 0 | $ (147,810) |
Beginning balance, shares at Dec. 31, 2020 | 10,193,831 | ||||
Stock/equity-based compensation expense | 1,407 | 1,407 | |||
Net loss | (8,682) | (8,682) | |||
Ending balance at Mar. 31, 2021 | 48,932 | $ 10 | 205,414 | 0 | (156,492) |
Ending balance, shares at Mar. 31, 2021 | 10,193,831 | ||||
Beginning balance at Dec. 31, 2020 | 56,207 | $ 10 | 204,007 | 0 | (147,810) |
Beginning balance, shares at Dec. 31, 2020 | 10,193,831 | ||||
Net loss | (29,092) | ||||
Ending balance at Sep. 30, 2021 | 32,469 | $ 10 | 209,361 | 0 | (176,902) |
Ending balance, shares at Sep. 30, 2021 | 10,308,350 | ||||
Beginning balance at Mar. 31, 2021 | 48,932 | $ 10 | 205,414 | 0 | (156,492) |
Beginning balance, shares at Mar. 31, 2021 | 10,193,831 | ||||
Exercises of common stock options | 57 | 57 | |||
Exercises of common stock options, shares | 6,083 | ||||
Stock/equity-based compensation expense | 1,259 | 1,259 | |||
Issuance of common stock, net of issuance costs, shares | 82,132 | ||||
Issuance of common stock, net of issuance costs | 1,313 | 1,313 | |||
Net loss | (10,454) | (10,454) | |||
Ending balance at Jun. 30, 2021 | 41,107 | $ 10 | 208,043 | 0 | (166,946) |
Ending balance, shares at Jun. 30, 2021 | 10,282,046 | ||||
Exercises of common stock options | 26 | 26 | |||
Exercises of common stock options, shares | 3,158 | ||||
Vesting of restricted stock unit, shares | 23,146 | ||||
Stock/equity-based compensation expense | 1,292 | 1,292 | |||
Net loss | (9,956) | (9,956) | |||
Ending balance at Sep. 30, 2021 | 32,469 | $ 10 | 209,361 | 0 | (176,902) |
Ending balance, shares at Sep. 30, 2021 | 10,308,350 | ||||
Beginning balance at Dec. 31, 2021 | 23,497 | $ 11 | 210,799 | 0 | (187,313) |
Beginning balance, shares at Dec. 31, 2021 | 10,644,714 | ||||
Vesting of restricted stock unit, shares | 17,624 | ||||
Stock/equity-based compensation expense | 1,204 | 1,204 | |||
Forfeiture of restricted stock awards, Shares | (31,930) | ||||
Issuance of common stock, net of issuance costs, shares | 216,332 | ||||
Issuance of common stock, net of issuance costs | 383 | 383 | |||
Net loss | (13,381) | (13,381) | |||
Ending balance at Mar. 31, 2022 | 11,703 | $ 11 | 212,386 | 0 | (200,694) |
Ending balance, shares at Mar. 31, 2022 | 10,846,740 | ||||
Beginning balance at Dec. 31, 2021 | $ 23,497 | $ 11 | 210,799 | 0 | (187,313) |
Beginning balance, shares at Dec. 31, 2021 | 10,644,714 | ||||
Exercises of common stock options, shares | 0 | ||||
Net loss | $ (21,589) | ||||
Ending balance at Sep. 30, 2022 | 5,476 | $ 11 | 214,367 | 0 | (208,902) |
Ending balance, shares at Sep. 30, 2022 | 10,856,487 | ||||
Beginning balance at Mar. 31, 2022 | 11,703 | $ 11 | 212,386 | 0 | (200,694) |
Beginning balance, shares at Mar. 31, 2022 | 10,846,740 | ||||
Stock/equity-based compensation expense | 1,072 | 1,072 | |||
Forfeiture of restricted stock awards, Shares | (3,795) | ||||
Net loss | (4,845) | (4,845) | |||
Ending balance at Jun. 30, 2022 | 7,930 | $ 11 | 213,458 | 0 | (205,539) |
Ending balance, shares at Jun. 30, 2022 | 10,842,945 | ||||
Vesting of restricted stock unit, shares | 16,058 | ||||
Stock/equity-based compensation expense | 909 | 909 | |||
Forfeiture of restricted stock awards, Shares | (2,516) | ||||
Net loss | (3,363) | (3,363) | |||
Ending balance at Sep. 30, 2022 | $ 5,476 | $ 11 | $ 214,367 | $ 0 | $ (208,902) |
Ending balance, shares at Sep. 30, 2022 | 10,856,487 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (21,589) | $ (29,092) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Net amortization of premiums (accretion of discounts) on marketable securities | (1) | (9) |
Depreciation and amortization expense | 105 | 513 |
Non-cash lease expense | 2,399 | 3,814 |
Stock/equity-based compensation expense | 3,185 | 3,958 |
Other non-cash expense | 0 | 55 |
Non-cash interest expense | 36 | 412 |
Loss (gain) on debt extinguishment | 200 | (1,134) |
Impairment of right-of-use asset | 3,903 | 0 |
Loss on sale of property and equipment | 20 | 63 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,000) | 0 |
Prepaid expenses and other current assets | (522) | (668) |
Deposits | 366 | 0 |
Operating lease liabilities | (2,431) | (3,300) |
Accounts payable | (151) | (6,417) |
Accrued expenses and other current liabilities | (4,280) | (2,428) |
Deferred revenue | (4,082) | (7,281) |
Net cash used in operating activities | (16,798) | (40,178) |
Cash flows from investing activities: | ||
Purchases of marketable securities | 0 | (11,267) |
Proceeds from sales and maturities of marketable securities | 1,400 | 12,875 |
Purchases of property and equipment | (53) | (114) |
Proceeds from sale of property and equipment | 263 | 0 |
Net cash provided by (used in) investing activities | 1,610 | 1,494 |
Cash flows from financing activities: | ||
Proceeds from at the market offering | 383 | 1,313 |
Proceeds from exercise of stock options | 0 | 83 |
Proceeds from issuance of short-term borrowings | 1,742 | 0 |
Payments of principal portion of long-term debt | (929) | (894) |
Payments of final payoff of long term debt | (11,803) | 0 |
Payments of debt issuance costs related to long-term debt | 0 | (103) |
Payments of short-term borrowings | (1,742) | 0 |
Payments of finance lease obligations | (27) | (140) |
Net cash provided by (used in) financing activities | (12,376) | 259 |
Net decrease in cash, cash equivalents and restricted cash | (27,564) | (38,425) |
Cash, cash equivalents and restricted cash at beginning of period | 36,030 | 82,885 |
Cash, cash equivalents and restricted cash at end of period | 8,466 | 44,460 |
Supplemental cash flow information: | ||
Cash paid for interest | 400 | 326 |
Property, Plant and Equipment, Additions | $ 0 | $ 9 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Yumanity Therapeutics, Inc. (together with its wholly owned subsidiaries, the “Company” or “Yumanity”) is a clinical stage biopharmaceutical company engaged in the research and development of treatments for neurodegenerative diseases caused by protein misfolding. The Company is subject to risks similar to those of other clinical stage companies in the biopharmaceutical industry, including dependence on key individuals, the need to develop commercially viable products, competition from other companies, many of whom are larger and better capitalized, the impact of the ongoing COVID-19 pandemic and the need to obtain adequate additional financing to fund the development of its product candidates. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be maintained, that any product candidates developed will obtain required regulatory approval or that any approved products will be commercially viable. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from the sale of its products. Exploration of Strategic Alternatives and Restructuring In February 2022, the Company announced that it is exploring strategic alternatives to enhance shareholder value and engaged H.C. Wainwright as its financial advisor to assist in this process. In February 2022, the Company also began implementation of a strategic restructuring with the objective of preserving capital. As part of the restructuring, it has eliminated approximately 60 % of its workforce and has taken other actions, including reducing its office and laboratory space, to reduce expenditures (see Note 5). After a comprehensive review of strategic alternatives, on June 5, 2022, Yumanity entered into a Merger Agreement (the "Merger Agreement") with Kineta, Inc. ("Kineta"). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, at the effective time of the Merger, Yacht Merger Sub, Inc., a wholly-owned subsidiary of Yumanity, will merge with and into Kineta (the "Merger"), with Kineta continuing as a wholly-owned subsidiary of Yumanity and the surviving corporation of the Merger. On June 5, 2022, the Company also entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Janssen Pharmaceutica NV ("Janssen"). Pursuant to the Asset Purchase Agreement and subject to the satisfaction or waiver of the conditions set forth in the Asset Purchase Agreement, at the closing of the transaction contemplated by the Asset Purchase Agreement, the Company will sell to Janssen all of the Company’s rights , title and interest in YTX-7739 as well as its unpartnered preclinical and discovery-stage product candidates including intellectual property rights, biological materials, regulatory documentation, books and records, inventory, contracts, permits, actions and rights of recovery and other properties, assets and rights related thereto (the "Purchased Assets"), and Janssen will assume certain of the Company’s liabilities, for a purchase price of $ 26 million in cash (the "Asset Sale"). The two transactions are expected to close in the fourth quarter of 2022, subject to customary closing conditions, including approval of both transactions by the stockholders of Yumanity. The Company expects to devote significant time and resources to the completion of the Merger and the Asset Sale. If the Merger is not completed, the Company will reconsider its strategic alternatives and may pursue one of the following courses of action, which the Company currently believes are the most likely alternatives if the Merger with Kineta is not completed: Pursue another strategic transaction similar to the Merger . The Company may resume its process of evaluating other candidate companies interested in pursuing a strategic transaction and, if a candidate is identified, focus its attention on negotiating and completing such strategic transaction with such candidate. Continue to operate its business. If the Asset Sale also does not close, the Company could elect to continue to operate its business and pursue licensing or partnering transactions or utilize its intellectual property to pursue the treatment of neurodegenerative diseases. To continue to operate its business, the Company would require a significant amount of time and financial resources, and the Company would be subject to all the risks and uncertainties involved in the development of product candidates. There is no assurance that the Company could raise sufficient capital to support these efforts, that its development efforts would be successful or that it could successfully obtain the regulatory approvals required to market any product candidate it pursued. Dissolve and liquidate its assets . If the Company is unable, or does not believe that it is able, to find a suitable candidate for another strategic transaction, the Company may dissolve and liquidate its assets. In that event, the Company would be required to pay all of its debts and contractual obligations and to set aside certain reserves for commitments and contingent liabilities. If the Company dissolves and liquidates its assets, there can be no assurance as to the amount or timing of available cash that will remain for distribution to the Company’s stockholders after paying the Company’s debts and other obligations and setting aside funds for commitments and contingent liabilities. The Company's future operations are highly dependent on the success of the Merger with Kineta. Clinical and Regulatory Update In January 2022, the Food & Drug Administration (the "FDA") placed a partial clinical hold on the Company's future multidose clinical trials of YTX-7739 in the United States. In February 2022, the FDA issued the partial clinical hold letter stating that serious toxicities were observed in preclinical Good Laboratory Practice (“GLP”) toxicology animal studies of YTX-7739. In order for the partial clinical hold to be lifted, FDA requested that the Company implement certain methods for monitoring humans for some of the toxicities observed in animals and demonstrate that other toxicities observed in animals can either be monitored in humans or are not relevant to humans. The partial clinical hold suspends initiation of multiple dose clinical trials in the U.S. until the FDA’s concerns have been addressed. The FDA’s action did not impact the Company’s multidose clinical trial in Europe and is permitting the Company’s planned single dose formulation clinical trial to proceed. The Company has paused its previously planned studies of YTX-7739 while the partial clinical hold is in effect. Merger with Proteostasis Therapeutics, Inc. On December 22, 2020, Proteostasis Therapeutics, Inc. (“Proteostasis” or “PTI”) completed its previously announced merger transaction with Yumanity, Inc. (formerly Yumanity Therapeutics, Inc.) in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of August 22, 2020, as amended on November 6, 2020 (the “Proteostasis Merger Agreement”), by and among Pangolin Merger Sub, Inc., a wholly-owned subsidiary of Proteostasis (“Pangolin Merger Sub”), Yumanity Holdings, LLC (“Holdings”) and Yumanity, Inc., pursuant to which Pangolin Merger Sub merged with and into Yumanity, Inc., with Yumanity, Inc. surviving as a wholly owned subsidiary of Proteostasis (the “Proteostasis Merger”). Immediately following the Proteostasis Merger, Proteostasis changed its name to “Yumanity Therapeutics, Inc.” Basis of presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Unless otherwise noted, all references to common stock share and per share amounts have also been adjusted to reflect the exchange ratio as described in the Proteostasis Merger Agreement. Going concern The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the original issuance date of the condensed consolidated financial statements. Since its inception, the Company has funded its operations primarily with equity and debt including proceeds from the Proteostasis Merger. The Company has incurred recurring losses and negative cash flows from operations since inception, including net losses of $ 3.4 million and $ 21.6 million for the three and nine months ended September 30, 2022. In addition, as of September 30, 2022, the Company had an accumulated deficit of $ 208.9 million. The Company expects to continue to generate operating losses for the foreseeable future, although at reduced expected levels as a result of restructuring actions taken in the nine months ended September 30, 2022. As further discussed above in “Exploration of Strategic Alternatives and Restructuring,” on June 5, 2022, the Company entered into the Merger Agreement with Kineta and the Asset Purchase Agreement with Janssen. There is no assurance that the Company will be successful in executing either or both transactions or obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. If the Company is unable to obtain additional funding, consummate the aforementioned transactions or execute other strategic alternatives, the Company will be forced to further delay, reduce or eliminate its research and development programs or initiate steps to cease operations. As of the issuance date of the condensed consolidated financial statements for the nine months ended September 30, 2022, the Company expects that, absent either strategic transaction, its cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements early into the first quarter of 2023, which is less than twelve months from the issuance date of these condensed consolidated financial statements. These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might result from the outcome of this uncertainty. Impact of the COVID-19 pandemic The COVID-19 pandemic, which began in December 2019 and has spread worldwide, has caused many governments to implement measures to slow the spread of the outbreak. The outbreak and government measures taken in response have had a significant impact, both direct and indirect, on businesses and commerce, as worker shortages have occurred, supply chains have been disrupted, and facilities and production have been suspended. The future progression of the pandemic and its effects on the Company’s business and operations are uncertain. The COVID-19 pandemic is ongoing and may affect the Company’s ability to initiate and complete preclinical studies, delay its future clinical trials, disrupt regulatory activities, or have other adverse effects on its business and operations. The pandemic has already caused significant disruptions in the financial markets, and may continue to cause such disruptions, which could impact the Company’s ability to raise additional funds to support its operations. Moreover, the pandemic has significantly impacted economies worldwide and could result in adverse effects on the Company’s business and operations. Clinical trial sites in many countries, including those in which the Company operates, have incurred delays due to COVID-19. Certain of the sites in the YTX-7739 Phase 1b clinical trial incurred delays due to COVID-19 that resulted in a delay in the results from that study. There continues to be a risk of additional delays to the Company’s clinical programs if and when they are re-commenced. To date, the Company has not incurred impairment losses in the carrying values of its assets as a result of the pandemic and it is not aware of any specific related event or circumstance that would require it to revise its estimates reflected in these condensed consolidated financial statements. The extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including future clinical trials and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19, the actions taken to contain or treat it, and the duration and intensity of the related effects. At-the-Market Offering Program In April 2021, the Company entered into a sales agreement (the "Prior Sales Agreement") with Jefferies LLC (“Jefferies”) with respect to an at-the-market (“ATM”) offering program under which it could have issued and sold, from time-to-time at its sole discretion, shares of its common stock, in an aggregate offering amount of up to $ 60.0 million. In December 2021, the Company terminated the Prior Sales Agreement and entered into a new sales agreement with Jefferies with respect to an ATM offering under which it may issue and sell, from time-to-time and at its sole discretion, shares of its common stock, in an aggregate offering amount of up to $ 60.0 million (the “New Sales Agreement”). Jefferies acts as the Company's sales agent and will use commercially reasonable efforts to sell shares of common stock from time-to-time, based upon instruction by the Company. The Company will pay Jefferies up to 3 % of the gross proceeds from any common stock sold through the New Sales Agreement. The Company sold 216,332 shares of common stock under the New Sales Agreement during the nine months ended September 30, 2022 for aggregate net proceeds to the Company of approximately $ 0.4 million, after deducting sales commissions. As of September 30, 2022 , $ 59.6 million of common stock remained available for future issuance under the New Sales Agreement, although these amounts may be limited as the Company will be subject to the general instructions of Form S-3 known as the "baby shelf rules." Under these instructions, the amount of funds the Company can raise through primary public offerings of securities in any twelve-month period using its registration statement on Form S-3 is limited to one-third of the aggregate market value of the shares of its common stock held by non-affiliates of the Company. Therefore, the Company will be limited in the amount of proceeds it is able to raise by selling shares of its common stock using its Form S-3 until such time as its public float exceeds $ 75 million. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information The condensed consolidated balance sheet as of December 31, 2021 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed consolidated financial statements, as of September 30, 2022 and for the three and nine months ended September 30, 2022, are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 24, 2022. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s condensed consolidated financial position as of September 30, 2022 and condensed consolidated results of operations and cash flows for the three and nine months ended September 30, 2022 and 2021 have been made. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2022. . Summary of Significant Accounting Policies The Company’s significant accounting policies, which are disclosed in the audited financial statements for the year ended December 31, 2021 and the notes thereto, are included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 24, 2022. There were no changes to significant accounting policies during the three and nine months ended September 30, 2022 . Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition, the accrual of research and development expenses and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts, and experience. Actual results may differ from those estimates or assumptions. Restricted cash Amounts included in restricted cash represent amounts pledged as collateral for Company credit cards and, as of December 31, 2021, as part of the terms of its office and laboratory space lease. These amounts are classified as restricted cash in the Company’s condensed consolidated balance sheet. In December 2020, in connection with the Proteostasis Merger, the Company acquired Proteostasis’ restricted cash pledged as collateral for its office and laboratory space lease and amended its loan and security agreement to establish an escrow account in the amount of its Paycheck Protection Program loan. After forgiveness of the PPP Loan, in April 2021 the escrowed cash was released and reclassified into cash and cash equivalents. The cash pledged as collateral for Company credit cards is classified as restricted cash in the Company’s condensed consolidated balance sheet as of September 30, 2022. The cash pledged as collateral related to the lease was released and reclassified into cash and cash equivalents in September 2022 because the associated lease had terminated (see Note 10). As of September 30, 2022 and 2021, the cash and restricted cash of $ 8.5 million and $ 44.5 million, respectively, has been presented in the condensed consolidated statements of cash flows included cash and cash equivalents of $ 8.4 million and $ 43.5 million, respectively, and restricted cash of $ 0.1 million and $ 1.0 million, respectively. Fair value measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • 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, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities. The carrying value of the Company’s long-term debt under its loan and security agreement approximates its fair value due to its variable interest rate. |
Fair Value Measurements and Mar
Fair Value Measurements and Marketable Securities | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Marketable Securities | 3. Fair Value Measurements and Marketable Securities The following tables present the Company’s fair value hierarchy for its assets and liabilities, which are measured at fair value on a recurring basis (in thousands): Fair Value Measurements at September 30, 2022: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 7,449 $ — $ — $ 7,449 $ 7,449 $ — $ — $ 7,449 Fair Value Measurements at December 31, 2021: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 34,136 $ — $ — $ 34,136 Marketable securities: Commercial paper — 1,399 — 1,399 $ 34,136 $ 1,399 $ — $ 35,535 Marketable securities were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy. The Company’s marketable securities matured during the nine months ended September 30, 2022. |
Collaboration Agreement
Collaboration Agreement | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaboration Agreement | 4. Collaboration Agreement In June 2020, the Company entered into an exclusive license and research collaboration agreement (the “Collaboration Agreement”) with Merck Sharp & Dohme Corp. (“Merck”) to support the research, development and commercialization of products for the treatment of amyotrophic lateral sclerosis (ALS) and frontotemporal lobar dementia (FTLD). Pursuant to the Collaboration Agreement, the Company granted Merck an exclusive, worldwide license with the right to grant and authorize sublicenses, under certain intellectual property rights related to two certain undisclosed targets in connection with the Company’s ALS and FTLD programs to make, have made, use, import, offer to sell and sell compounds and products covered by such intellectual property rights. In the event that the exploitation of such compound or product would infringe during the term of the Merck Collaboration Agreement a claim of an issued patent controlled by Yumanity, Yumanity also granted Merck a non-exclusive, sublicensable, royalty-free license under such issued patent to exploit such compound and product. Under the terms of the Collaboration Agreement, the Company and Merck are each responsible to perform certain research activities in accordance with a mutually agreed upon research plan. Upon the completion of certain stages of the research plan, Merck will elect to either advance and make certain contractual option payments or terminate the applicable research program. If Merck elects not to advance a research program, such program terminates and the rights granted to Merck in the program revert to the Company. Following completion of the research program, Merck is responsible for the development and commercialization of the compounds developed pursuant to the research program and any product containing such compounds. Under the terms of the Collaboration Agreement, the Company received an upfront payment totaling $ 15.0 million in July 2020 and is eligible to receive up to $ 280.0 million upon achievement of specified research and development milestones, and up to $ 250.0 million upon achievement of specified sales-based milestones as well as a tiered, mid-single digit royalty on net sales of licensed products, subject to customary reductions. Unless terminated earlier, the Collaboration Agreement will continue in full force and effect until one or more products has received marketing authorization and, thereafter, until expiration of all royalty obligations under the Collaboration Agreement. The Company or Merck may terminate the Collaboration Agreement upon an uncured material breach by the other party or insolvency of the other party. Merck may also terminate the Merck Collaboration Agreement for any reason upon certain notice to the Company. Merck also participated in the Company’s Class C preferred units financing in June 2020 with terms consistent with those of other investors that purchased Class C preferred units in June 2020. The Class C preferred units were issued at a price of $ 4.0008 per unit, which was determined to be fair value based on the same price paid by other investors that purchased Class C preferred units in the financing. The equity investment was considered to be distinct from the Collaboration Agreement. The Company assessed the promised goods and services to determine if they are distinct. Based on this assessment, the Company determined that Merck cannot benefit from the promised goods and services separately from the others as they are highly interrelated and therefore not distinct. Accordingly, the promised goods and services represent one combined performance obligation and the entire transaction price was allocated to that single combined performance obligation. The performance obligation is being satisfied over the research term as the Company performs the research and development activities through the first substantive option period, and participates in a Joint Steering Committee to oversee research and development activities. Accordingly, the upfront payment of $ 15.0 million was recorded as deferred revenue and was recognized as revenue as the performance obligation was satisfied. The Company recognizes revenue using the cost-to-cost method, which it believes best depicts the transfer of control to the customer. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the identified performance obligation. Under this method, revenue is recorded as a percentage of the estimated transaction price based on the extent of progress towards completion. For the three and nine months ended September 30, 2022 , the Company recorded less than $ 0.1 million of collaboration revenue related to the Collaboration Agreement associated with providing the Initial Phase research and development services. At contract inception, the potential milestone payments that the Company is eligible to receive were excluded from the transaction price as they were fully constrained. At the end of each reporting period, the Company reevaluates the transaction price and as uncertain events are resolved or other changes in circumstances occur, and if necessary, the Company will adjust its estimate of the transaction price. Any additions to the transaction price would be reflected in the period as a cumulative revenue catch-up. At the inception of the arrangement, the Company evaluated the options held by Merck to either advance or terminate the applicable research program to determine if they provided Merck with any material rights. The Company concluded that the options were not issued at a significant and incremental discount, and therefore do not provide Merck with a material right. As such, these options were excluded as performance obligations and will be accounted for if and when they occur. In November 2021, the Company delivered one of two data packages associated with the Initial Phase of the research and development services. On December 17, 2021, Merck notified the Company that Merck has accepted the first data package for one program from their research collaboration with the Company relating to ALS and FTLD, and that Merck has elected to continue the research collaboration. Achievement of this milestone triggered a $ 5.0 million milestone payment due from Merck. Upon Merck electing to advance the research program into the second phase (the "Second Phase"), the Company assessed whether the promised goods and services for the Second Phase are distinct. Based on the facts and circumstances, including but not limited to key differences between the Initial Phase research plan and the Second Phase research plans, including experiments performed and personnel utilized, the Company determined that the Second Phase represents a separate contract with its own performance obligation. The Second Phase performance obligation is being satisfied over the Second Phase research term as the Company performs the research and development activities through the second substantive option period and participates in a Joint Steering Committee to oversee research and development activities. Accordingly, the option payment of $ 5.0 million was recorded to deferred revenue at December 31, 2021 and during the three and nine months ended September 30, 2022 the Company recognized $ 1.4 and $ 4.0 million of collaboration revenue related to the Collaboration Agreement as the Second Phase performance obligation is satisfied. The Company recognizes the Second Phase revenue using the cost-to-cost method, which it believes best depicts the transfer of control to the customer. D eferred revenue totals $ 1.0 million at September 30, 2022 related to the Collaboration Agreement, and it is expected to be recognized in the next twelve months. The Company assessed the Collaboration Agreement to determine whether a significant financing component exists and concluded that a significant financing component does not exist. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 5. Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following (in thousands): September 30, December 31, 2022 2021 Accrued employee compensation and benefits $ 230 $ 1,763 Accrued external research and development expenses 77 1,633 Accrued professional fees 912 901 Other 13 549 $ 1,232 $ 4,846 In January 2022, the Company approved a restructuring plan following a review of its operations, cost structure and growth opportunities (the “Restructuring”). The Company recorded a charge of $ 1.3 million during the nine months ended September 30, 2022, respectively, as a result of the Restructuring, which consisted of one-time termination benefits for employee severance, benefits and related costs, and certain retention payments, which are expected to result in cash expenditures and will be paid out by December 31, 2022. Th e following table summarizes the changes in the Company’s accrued restructuring balance, which are included in Accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet: (In thousands) 2022 Beginning balance at December 31, 2021 $ — Restructuring costs, personnel related 985 Cash paid for restructuring costs ( 330 ) Ending balance at March 31, 2022 655 Restructuring costs, personnel related 412 Cash paid for restructuring costs ( 765 ) Forfeitures ( 31 ) Ending balance at June 30, 2022 271 Cash paid for restructuring costs ( 150 ) Reversal of excess accrual ( 121 ) Ending balance at September 30, 2022 $ — |
Short-term borrowings
Short-term borrowings | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Short-term borrowings | 6. Short-term borrowings As of September 30, 2022 , the Company has paid off short-term borrowings of $ 1.7 million consisting of a Commercial Insurance Premium Finance and Security Agreement (the “Finance and Security Agreement”) entered into in January 2022. The Finance and Security Agreement has a nine-month repayment period with an annual interest rate of 2.93 % and a maturity of September 22, 2022 . Collateral under the Finance and Security Agreement included the right, title, and interest in the underlying business insurance policies. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt Long-term debt consisted of the following (in thousands): September 30, December 31, 2022 2021 Principal amount of long-term debt $ — $ 12,733 Less: Current portion of long-term debt — ( 5,805 ) Long-term debt, net of current portion — 6,928 Debt discount, net of accretion — ( 217 ) Accrued end-of-term payment — 646 Long-term debt, net of discount and current portion $ — $ 7,357 The Company entered into a loan and security agreement with Hercules Capital, Inc. (the “Lender”) in December 2019 (the “Term Loan”), pursuant to which it had $ 12.7 million in outstanding principal borrowings as of December 31, 2021. On February 25, 2022, the Company repaid to the Lender a payoff amount of $ 12.8 million and terminated the Term Loan, provided that the Company continues to be bound by certain indemnification obligations under Section 6.3 of the Term Loan. The payoff amount resulted in an extinguishment loss of $ 0.2 million and included payment of approximately $ 0.9 million consisting of end of term costs of 5.25 % of the $ 15.0 million amount drawn under the Term Loan and $ 0.1 million as outlined below, as well as an interest/non-use fee of less than $ 0.1 million. 0.3 million became due upon repayment of the loan. Also in April 2020, prior to entering into the Proteostasis Merger Agreement with PTI in August 2020, the Company issued a Promissory Note to Silicon Valley Bank, pursuant to which it received loan proceeds of $ 1.1 million (the “Loan”) provided under the PPP established under the CARES Act and guaranteed by the U.S. Small Business Administration. On April 3, 2021, the Company was notified by Silicon Valley Bank that the Loan forgiveness application was accepted by the Small Business Association as of March 30, 2021. Accordingly, the Company has recognized $ 1.1 million in income for debt extinguishment. On December 22, 2020, the Company entered into an Unconditional Secured Guaranty and Pledge Agreement (the “Guaranty”) with the Lender as a condition to the Lender’s consent to the Proteostasis Merger under the Term Loan between Yumanity, Inc. as borrower and the Lender. Immediately prior to the Proteostasis Merger, Yumanity, Inc. entered into a Fourth Amendment and Consent to Loan and Security Agreement dated as of December 22, 2020 with the Lender (the “Loan Amendment”). The Guaranty provides for the Company’s guaranty of Yumanity Inc.’s obligations under the Loan Agreement and provides the Lender a security interest in all of Company’s assets other than intellectual property as collateral. The Loan Amendment provides for the Lender’s consent to the Proteostasis Merger and to the creation and funding of a Silicon Valley Bank Paycheck Protection Program escrow account to hold funds in connection with Yumanity’s outstanding Paycheck Protection Program loan amounts for which Yumanity has submitted a forgiveness application. The Loan Amendment also amends the definition of “Change in Control” to include the situations in which the Company no longer controls Yumanity, Inc. The remaining terms and conditions of the Loan Agreement generally continue in the form existing prior to the Loan Amendment. On March 29, 2021, the Term Loan was amended again to allow for the creation of a new foreign subsidiary, as well as changing certain covenants related to the financial operations of said subsidiary. The subsidiary was formed on April 23, 2021. On April 13, 2021, the Term Loan was amended to reduce the end of term cost of $ 0.3 million to $ 0.1 million upon repayment of the loan. |
Stock_Equity-Based Compensation
Stock/Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock/Equity-Based Compensation | 8. Stock/Equity-Based Compensation Restricted Stock Units (RSUs) On January 14, 2021, the Company’s compensation committee of the board approved payment to be made to Company employees through a grant of RSUs based on the February 1, 2021 closing share price of the Company’s common stock with a fair value of $ 2.2 million. The requisite service period for the awards ranges from one to four years (the vesting period). The Company recognized employee stock-based compensation expense for the RSU grant on a straight-line basis over the vesting period of the awards. During the nine months ended September 30, 2022 , there were no RSUs granted and 30,986 were outstanding, and the Company recognized $ 0.1 and $ 0.2 million of stock-based compensation expense during the three and nine months ended September 30, 2022. The following table summarizes the Company’s RSU activity for the nine months ended September 30, 2022: RSUs Weighted Unvested balance at December 31, 2021 86,225 $ 17.89 Issued - $ — Vested ( 33,682 ) $ 17.89 Forfeited ( 21,557 ) $ 17.89 Unvested balance at September 30, 2022 30,986 $ 17.89 Restricted Stock Awards (RSAs) On November 22, 2021, the Company’s compensation committee of the board approved payment to be made to Company employees through a grant of RSAs based on the December 1, 2021 closing share price of the Company’s common stock with a fair value of $ 1.2 million. The requisite service period for the awards is one year (the vesting period). The Company recognized employee stock-based compensation expense for the RSA grant on a straight-line basis over the vesting period of the awards. During the nine months ended September 30, 2022 , there were no RSAs granted and 77,644 outstanding, and the Company recognized $ 0.1 and $ 0.9 million stock-based compensation expense du ring the three and nine months ended September 30, 2022. The following table summarizes the Company's RSA activity for the three and nine months ended September 30, 2022: RSAs Weighted Unvested balance at December 31, 2021 305,663 $ 3.83 Issued - $ — Vested ( 189,778 ) $ 3.83 Forfeited ( 38,241 ) $ 3.83 Unvested balance at September 30, 2022 77,644 $ 3.83 Summary of plans Upon completion of the Proteostasis Merger, the Company assumed PTI’s 2016 Stock Option and Incentive Plan (the “2016 Plan”) and PTI’s 2016 Employee Stock Purchase Plan (the “2016 ESPP”). 2016 Stock Option and Incentive Plan On February 3, 2016, PTI’s stockholders approved the 2016 Plan, which became effective on February 9, 2016. The 2016 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock units, restricted stock awards and other stock-based awards. The number of shares initially reserved for issuance under the 2016 Plan was 79,092 shares. The number of shares of common stock that may be issued under the 2016 Plan will automatically increase each January 1, beginning January 1, 2017, by the lesser of 3 % of the shares of the Company’s common stock outstanding on the immediately preceding December 31, or an amount determined by the Company’s board of directors or the compensation committee of the board of directors. The shares of common stock underlying any awards that are forfeited, canceled, repurchased, or are otherwise terminated by the Company under the 2016 Plan and the 2008 Equity Incentive Plan, as amended (the “2008 Plan”) will be added back to the shares of common stock available for issuance under the 2016 Plan. On January 1, 2022, an additional 319,341 shares were reserved for issuance under the 2016 Plan in accordance with the provisions of the 2016 Plan described above. Options granted under the 2016 Plan with service-based vesting conditions generally vest over four years and expire after ten years . As of September 30, 2022 the total number of shares of the Company’s common stock reserved for issuance under the 2016 Plan was 945,441 , of which 767,985 shares are available for future issuance under the 2016 Plan. 2016 Employee Stock Purchase Plan On February 3, 2016, PTI’s stockholders approved the 2016 ESPP, which became effective in connection with the completion of the PTI’s initial public offering. A total of 6,938 shares of common stock were initially reserved for issuance under the 2016 ESPP. In addition, the number of shares of common stock that may be issued under the 2016 ESPP will automatically increase each January 1, beginning January 1, 2017, by the lesser of (i) 6,938 shares of common stock, (ii) 1 % of the Company’s shares of common stock outstanding on the immediately preceding December 31, or (iii) an amount determined by the Company’s board of directors or the compensation committee of the board of directors. As of September 30, 2022, the total number of shares reserved under the 2016 ESPP was 48,564 shares. The number of shares reserved for issuance under the 2016 ESPP was increased by 6,938 shares effective as of January 1, 2022 in accordance with the provisions of the 2016 ESPP described above. Yumanity Therapeutics, Inc. Amended and Restated 2018 Stock Option and Grant Plan On December 4, 2018, the Company’s board of directors adopted the 2018 Unit Option and Grant Plan (the “2018 Plan”), which was approved by the Company’s members on December 5, 2018. The 2018 Plan provided for the Company to grant unit options, restricted unit awards and unrestricted unit awards to employees, directors and consultants of the Company. As part of the Yumanity Reorganization (as defined below) and the Proteostasis Merger, the 2018 Plan was amended and restated as the “Yumanity Therapeutics, Inc. Amended and Restated 2018 Stock Option and Grant Plan”. Each stock option outstanding under the 2018 Plan at the effective time of the Proteostasis Merger was automatically converted into a stock option exercisable for the same number of shares of Yumanity common stock, and then assumed by the Company, based on the exchange ratio described in the Proteostasis Merger Agreement and the exercise price per share of such outstanding stock option, as adjusted for the exchange ratio. The 2018 Plan is administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or its committee if so delegated. Options granted under the 2018 Plan with service-based vesting conditions generally vest over four years and expire after ten years . The total number of common shares that may be issued under the 2018 Plan is 1,527,210 as of September 30, 2022. Shares that are forfeited, canceled, reacquired by the Company prior to vesting, satisfied without the issuance of shares or otherwise terminated (other than by exercise) and shares that are withheld upon the exercise of an option or settlement of an award to cover exercise price or tax withholding shall be added back to shares available under the 2018 Plan. As of September 30, 2022 , 252,709 shares remain available for issuance under the 2018 Plan. Under each plan, the exercise price per option granted is not less than the fair market value of common stock as of the date of grant. 2021 Inducement Plan On June 2, 2021, the Board of Directors approved the adoption of the Company’s 2021 Inducement Plan (the “2021 Plan”), which is used exclusively for the grant of equity awards to individuals who were not previously employees of the Company (or following a bona fide period of non-employment), as an inducement material to such individual’s entering into employment with the Company, pursuant to Rule 416 under the Securities Act of 1933. During nine months ended September 30, 2022 , the Company issued 17,000 options from the 2021 Plan to purchase common stock. As of September 30, 2022 , the total number of shares of the Company’s common stock that may be issued under the 2021 Plan is 400,000 shares of which 246,600 shares are available for future issuance under the 2021 Plan. Shares that are expired, forfeited, canceled or otherwise terminated without having been fully exercised will be available for future grant under the 2021 Plan. On April 13, 2021, Board of Directors approved the issuance of stock options to purchase 104,000 shares of its common stock. The stock options were issued outside of the Company’s 2021 Plan as an inducement material to the individual’s acceptance of an offer of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). As of September 30, 2022, all 104,000 stock options have been forfeited. Option valuation The fair value of option grants is estimated using the Black-Scholes option-pricing model. Prior to the Proteostasis Merger, the Company was a private company and lacked company-specific historical and implied volatility information. Therefore, it estimates its expected stock/unit volatility based on the historical volatility of a publicly traded set of peer companies. The expected term of the Company’s options has been determined utilizing a midpoint convention estimate. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield was based on the fact that the Company has never paid cash dividends. Option activity The following table summarizes the Company’s option activity during nine months ended September 30, 2022: Number Weighted Weighted Aggregate (in years) (in thousands) Outstanding as of December 31, 2021 1,779,174 $ 18.99 7.67 — Granted 17,000 $ 2.89 — Exercised — — — Forfeited ( 610,183 ) $ 31.73 — Outstanding as of September 30, 2022 1,185,991 $ 11.86 7.54 — Vested and expected to vest as of September 30, 2022 1,185,991 $ 11.86 7.54 — The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. Stock/equity-based compensation The Company recorded stock/equity-based compensation expense related to common stock options and restricted stock units and restricted stock awards in the following expense categories in its condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development expenses $ 33 $ 320 $ 223 $ 1,066 General and administrative expenses 876 972 2,962 2,892 $ 909 $ 1,292 $ 3,185 $ 3,958 As of September 30, 2022, total unrecognized compensation cost related to unvested options and restricted common stock was $ 4.9 million, which is expected to be recognized over a weighted average period o f 1.56 years . |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 9. Net Loss Per Share Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss $ ( 3,363 ) $ ( 9,956 ) $ ( 21,589 ) $ ( 29,092 ) Denominator: Weighted average common shares 10,855,751 10,304,775 10,817,830 10,239,502 Net loss per share, basic and diluted $ ( 0.31 ) $ ( 0.97 ) $ ( 2.00 ) $ ( 2.84 ) The following common stock equivalents presented based on amounts outstanding at each period end, have been excluded from the calculation of diluted net loss per share because including them would have had an anti-dilutive impact: As of September 30, 2022 2021 Options to purchase common stock 1,185,991 1,782,444 Warrants to purchase common stock or shares 99,986 99,986 Unvested RSUs 30,986 87,052 1,316,963 1,969,482 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 10. Leases On February 28, 2022, the Company entered into two agreements that effectively amended a lease agreement for laboratory space in Boston, Massachusetts. The first agreement terminated the existing license, due to expire in May of 2023, effective March 31, 2022. The second agreement, effective April 1, 2022, created a new lease for approximately 20 percent of the space covered by the original lease with an expiration date of December 31, 2022. The Company agreed to surrender to the lessor the full amount of both the security deposit and the last month’s lease fee held by lessor pursuant to the agreement, totaling approximately $ 0.8 million, in consideration of the agreement to terminate the original lease. The related lease liability was reduced by $ 3.2 million with a corresponding reduction of the ROU asset as a result of this modification. The new license agreement decreases the monthly license fee amount from $ 0.4 million to $ 0.1 million. During the three months ended March 31, 2022, the Company determined a triggering event had occurred and performed an impairment test related to the recoverability of the right of use (“ROU”) asset for a leased facility acquired in the Proteostasis Merger (“Merger Premises Lease”). Based on a comparison of undiscounted cash flows to the ROU asset, the Company determined that the asset was impaired, driven largely by the difference between the existing lease, contract terms and sublease income potential. This resulted in an impairment charge of $ 3.9 million, which reflects the excess of the ROU asset carrying value over its fair value. On May 16, 2022, the Company entered into an agreement that accelerated the termination date of the Merger Premises lease agreement to July 31, 2022, which results in no payment obligations after that date. No other terms of the lease agreement were changed, and no additional costs were incurred related to the change. As a result of the modification, the related lease liability was reduced by $ 8.6 million with a corresponding reduction of the ROU asset as a result of this modification. As of September 30, 2022, there is no remaining lease liability relating solely to the Merger Premises. Expense arising from the Merger Premises of $ 0.2 million and $ 1.2 million for the three and nine months ended September 30, 2022 and lease income from the Sublease of $ 0.2 million and $ 1.2 million for the three and nine months ended September 30, 2022 are classified in operating expense on a net basis. The Company also leased property and equipment under agreements that are accounted for as finance leases. As of March 31, 2022 the Company entered into an agreement for an early termination of the finance leases, which primarily consisted of laboratory equipment. The remaining finance lease liabilities settled was less than $ 0.1 million. The components of lease cost were as follows (in thousands): Nine Months Ended 2022 2021 Operating lease cost $ 2,935 $ 4,721 Short-term lease cost — — Variable lease cost 396 458 Finance lease cost: Amortization of lease assets 8 133 Interest on lease liabilities 1 6 Total finance lease cost $ 9 $ 139 Supplemental disclosure of cash flow information related to leases was as follows (in thousands): Nine Months Ended 2022 2021 Cash paid for amounts included in the measurement $ 2,536 $ 4,484 Cash paid for amounts included in the measurement $ 1 $ 6 Cash paid for amounts included in the measurement $ 27 $ 140 Operating lease liabilities arising from obtaining $ — $ — Finance lease liabilities arising from obtaining right- $ — $ — Reduction in operating lease liabilities as a result of lease modifications $ 11,844 $ — Reduction in operating right-of-use assets as a result of lease modifications $ 11,852 $ — |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies License agreement The Company has a tangible property and patent license agreement with Whitehead Institute for Biomedical Research (“Whitehead”) entered into in 2016 and subsequently amended in 2016 and 2018, under which the Company obtained a certain exclusive and non-exclusive, royalty-bearing, sublicensable, worldwide license to make, sell and distribute products under certain patents owned by Whitehead for certain know-how related to specific neurodegenerative diseases. In consideration for the rights granted by the agreement, the Company paid a one-time license fee of less than $ 0.1 million and issued 300,000 common units valued at $ 0.8 million. The Company is required to pay annual maintenance fees of up to $ 0.1 million through the termination of the agreement. The Company is also required to pay up to an aggregate of approximately $ 1.9 million upon the achievement of certain developmental and regulatory milestones for the first two licensed products under its first indication. The Company is also required to pay additional milestone amounts for subsequent licensed products under its first or subsequent indications, but at a lower rate. The Company did not meet any milestones for the nine months ended September 30, 2022 and the year ended December 31, 2021. The Company must also pay a royalty in the low single digits on future sales by the Company and a mid single to low double digit percentage of certain income received from sublicensees and certain partners. The license agreement remains in effect until the expiration of the last-to-expire patent licensed under the agreement. Whitehead may terminate the agreement upon the Company’s uncured material breach of the agreement, including failure to make required payments under the agreement or to achieve certain milestones, or if the Company becomes insolvent or bankrupt. The Company may terminate the license agreement at any time upon providing certain written notice to Whitehead. Contingent Value Rights Agreement In connection with the Proteostasis Merger, the Company entered into a Contingent Value Rights Agreement (the “CVR Agreement”) with Shareholder Representative Services LLC as representative of the PTI stockholders. The CVR Agreement entitled each holder of Company Common Stock as of immediately prior to the effective time of the Proteostasis Merger to receive certain net proceeds, if any, derived from the grant, sale or transfer of rights of the CF Assets ( the “CF Assets”) to any one of three specified counterparties completed during the nine-month period after the effective time of the Proteostasis Merger (with any potential payment obligations continuing until the 10-year anniversary of the closing of the Proteostasis Merger Agreement). The CVR agreement became effective at the closing of the Proteostasis Merger. Due to the fact that no CF Asset sale was completed by the nine-month anniversary of the effective time of the Proteostasis Merger, the CVRs expired. No liability has been recorded at September 30, 2022 or previous periods associated with the CVRs. Indemnification agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, contract research organizations, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims. Demand Letters On September 27, 2022, two purported stockholders of the Company sent separate demand letters alleging that the Registration Statement filed by the Company with the U.S. Securities and Exchange Commission on August 29, 2022 contained certain deficiencies and/or omissions with respect to the Company’s proposed Merger with Kineta. The demands seek additional disclosures to remedy these purported omissions. On October 4, 2022, the Company received an additional demand letter on behalf of a purported stockholder of the Company that made similar allegations. The demand seeks additional disclosures to remedy these purported omissions and includes a draft complaint, which has not been filed, naming the Company and its non-executive directors as defendants alleging that those deficiencies and/or omissions constitute violations by the defendants of Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated by the SEC thereunder and violations by the individual defendants of violations of Section 20(a) of the Securities Exchange Act of 1934. On November 4, 2022, the Company received a demand letter from a purported stockholder seeking the inspection of books and records of the Company pursuant to Section 220 of the Delaware General Corporation Law to investigate certain allegations related to the Board’s approval of the proposed transactions with Kineta and Janssen (the “Section 220 Demand”). The Company intends to respond to the Section 220 Demand to the extent required under Delaware law. The Company believes that the allegations in the demands are meritless. At present, the Company is unable to estimate potential losses, if any, related to this matter. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The condensed consolidated balance sheet as of December 31, 2021 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed consolidated financial statements, as of September 30, 2022 and for the three and nine months ended September 30, 2022, are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 24, 2022. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s condensed consolidated financial position as of September 30, 2022 and condensed consolidated results of operations and cash flows for the three and nine months ended September 30, 2022 and 2021 have been made. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2022. . |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The Company’s significant accounting policies, which are disclosed in the audited financial statements for the year ended December 31, 2021 and the notes thereto, are included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 24, 2022. There were no changes to significant accounting policies during the three and nine months ended September 30, 2022 . |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition, the accrual of research and development expenses and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts, and experience. Actual results may differ from those estimates or assumptions. |
Restricted Cash | Restricted cash Amounts included in restricted cash represent amounts pledged as collateral for Company credit cards and, as of December 31, 2021, as part of the terms of its office and laboratory space lease. These amounts are classified as restricted cash in the Company’s condensed consolidated balance sheet. In December 2020, in connection with the Proteostasis Merger, the Company acquired Proteostasis’ restricted cash pledged as collateral for its office and laboratory space lease and amended its loan and security agreement to establish an escrow account in the amount of its Paycheck Protection Program loan. After forgiveness of the PPP Loan, in April 2021 the escrowed cash was released and reclassified into cash and cash equivalents. The cash pledged as collateral for Company credit cards is classified as restricted cash in the Company’s condensed consolidated balance sheet as of September 30, 2022. The cash pledged as collateral related to the lease was released and reclassified into cash and cash equivalents in September 2022 because the associated lease had terminated (see Note 10). As of September 30, 2022 and 2021, the cash and restricted cash of $ 8.5 million and $ 44.5 million, respectively, has been presented in the condensed consolidated statements of cash flows included cash and cash equivalents of $ 8.4 million and $ 43.5 million, respectively, and restricted cash of $ 0.1 million and $ 1.0 million, respectively. |
Fair value measurements | Fair value measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • 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, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities. The carrying value of the Company’s long-term debt under its loan and security agreement approximates its fair value due to its variable interest rate. |
Fair Value Measurements and M_2
Fair Value Measurements and Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present the Company’s fair value hierarchy for its assets and liabilities, which are measured at fair value on a recurring basis (in thousands): Fair Value Measurements at September 30, 2022: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 7,449 $ — $ — $ 7,449 $ 7,449 $ — $ — $ 7,449 Fair Value Measurements at December 31, 2021: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 34,136 $ — $ — $ 34,136 Marketable securities: Commercial paper — 1,399 — 1,399 $ 34,136 $ 1,399 $ — $ 35,535 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): September 30, December 31, 2022 2021 Accrued employee compensation and benefits $ 230 $ 1,763 Accrued external research and development expenses 77 1,633 Accrued professional fees 912 901 Other 13 549 $ 1,232 $ 4,846 |
Summary of restructuring balance accrued expenses and other current liabilities | Th e following table summarizes the changes in the Company’s accrued restructuring balance, which are included in Accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet: (In thousands) 2022 Beginning balance at December 31, 2021 $ — Restructuring costs, personnel related 985 Cash paid for restructuring costs ( 330 ) Ending balance at March 31, 2022 655 Restructuring costs, personnel related 412 Cash paid for restructuring costs ( 765 ) Forfeitures ( 31 ) Ending balance at June 30, 2022 271 Cash paid for restructuring costs ( 150 ) Reversal of excess accrual ( 121 ) Ending balance at September 30, 2022 $ — |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | Long-term debt consisted of the following (in thousands): September 30, December 31, 2022 2021 Principal amount of long-term debt $ — $ 12,733 Less: Current portion of long-term debt — ( 5,805 ) Long-term debt, net of current portion — 6,928 Debt discount, net of accretion — ( 217 ) Accrued end-of-term payment — 646 Long-term debt, net of discount and current portion $ — $ 7,357 |
Stock_Equity-Based Compensati_2
Stock/Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Unit Activity and Related Information | The following table summarizes the Company’s RSU activity for the nine months ended September 30, 2022: RSUs Weighted Unvested balance at December 31, 2021 86,225 $ 17.89 Issued - $ — Vested ( 33,682 ) $ 17.89 Forfeited ( 21,557 ) $ 17.89 Unvested balance at September 30, 2022 30,986 $ 17.89 |
Summary of Restricted Stock Awards Activity | The following table summarizes the Company's RSA activity for the three and nine months ended September 30, 2022: RSAs Weighted Unvested balance at December 31, 2021 305,663 $ 3.83 Issued - $ — Vested ( 189,778 ) $ 3.83 Forfeited ( 38,241 ) $ 3.83 Unvested balance at September 30, 2022 77,644 $ 3.83 |
Summary of Stock Option Activity | The following table summarizes the Company’s option activity during nine months ended September 30, 2022: Number Weighted Weighted Aggregate (in years) (in thousands) Outstanding as of December 31, 2021 1,779,174 $ 18.99 7.67 — Granted 17,000 $ 2.89 — Exercised — — — Forfeited ( 610,183 ) $ 31.73 — Outstanding as of September 30, 2022 1,185,991 $ 11.86 7.54 — Vested and expected to vest as of September 30, 2022 1,185,991 $ 11.86 7.54 — |
Summary of Stock-based Compensation Expense, Including Shares Issued to Consultants for Services | The Company recorded stock/equity-based compensation expense related to common stock options and restricted stock units and restricted stock awards in the following expense categories in its condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development expenses $ 33 $ 320 $ 223 $ 1,066 General and administrative expenses 876 972 2,962 2,892 $ 909 $ 1,292 $ 3,185 $ 3,958 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share | Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net loss $ ( 3,363 ) $ ( 9,956 ) $ ( 21,589 ) $ ( 29,092 ) Denominator: Weighted average common shares 10,855,751 10,304,775 10,817,830 10,239,502 Net loss per share, basic and diluted $ ( 0.31 ) $ ( 0.97 ) $ ( 2.00 ) $ ( 2.84 ) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted-average Shares Outstanding | The following common stock equivalents presented based on amounts outstanding at each period end, have been excluded from the calculation of diluted net loss per share because including them would have had an anti-dilutive impact: As of September 30, 2022 2021 Options to purchase common stock 1,185,991 1,782,444 Warrants to purchase common stock or shares 99,986 99,986 Unvested RSUs 30,986 87,052 1,316,963 1,969,482 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Lessee Disclosure [Abstract] | |
Elements of Lease Expense | The components of lease cost were as follows (in thousands): Nine Months Ended 2022 2021 Operating lease cost $ 2,935 $ 4,721 Short-term lease cost — — Variable lease cost 396 458 Finance lease cost: Amortization of lease assets 8 133 Interest on lease liabilities 1 6 Total finance lease cost $ 9 $ 139 |
Summary of supplemental disclosure of cash flow information related to leases | Supplemental disclosure of cash flow information related to leases was as follows (in thousands): Nine Months Ended 2022 2021 Cash paid for amounts included in the measurement $ 2,536 $ 4,484 Cash paid for amounts included in the measurement $ 1 $ 6 Cash paid for amounts included in the measurement $ 27 $ 140 Operating lease liabilities arising from obtaining $ — $ — Finance lease liabilities arising from obtaining right- $ — $ — Reduction in operating lease liabilities as a result of lease modifications $ 11,844 $ — Reduction in operating right-of-use assets as a result of lease modifications $ 11,852 $ — |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Jun. 05, 2022 | Apr. 30, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Feb. 28, 2022 | Dec. 31, 2021 | |
Nature of Business [Line Items] | ||||||||||||
Accumulated deficit | $ (208,902) | $ (208,902) | $ (187,313) | |||||||||
Net loss | (3,363) | $ (4,845) | $ (13,381) | $ (9,956) | $ (10,454) | $ (8,682) | (21,589) | $ (29,092) | ||||
Workforce reduced | 60% | |||||||||||
Public Float, Increased | 75,000 | 75,000 | ||||||||||
Janssen Pharmaceutica NV | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Asset purchase agreement price | $ 26,000 | |||||||||||
At The Market Offering [Member] | New Sales Agreement With Jefferies Llc [Member] | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Common Stock, Value, Subscriptions | $ 59,600 | $ 59,600 | $ 60,000 | |||||||||
Percentage of commission on gross proceeds of common stock sold | 3% | |||||||||||
At The Market Offering [Member] | Prior Sales Agreement With Jefferies Llc [Member] | ||||||||||||
Nature of Business [Line Items] | ||||||||||||
Common Stock, Value, Subscriptions | $ 60,000 | |||||||||||
Sale of Stock, Number of Shares Issued | 216,332 | |||||||||||
Sale Of Stock Consideration Received On Transaction, net | $ 400 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Accounting Policies [Abstract] | |||
Restricted Cash and Cash Equivalents | $ 8,500 | $ 44,500 | |
Cash and cash equivalents | 8,416 | $ 35,102 | 43,500 |
Restricted Cash | $ 100 | $ 1,000 |
Fair Value Measurements and M_3
Fair Value Measurements and Marketable Securities - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Total assets | $ 7,449 | $ 35,535 |
Commercial Paper [Member] | ||
Assets: | ||
Marketable securities | 1,399 | |
Money Market Funds [Member] | ||
Assets: | ||
Cash equivalents | 7,449 | 34,136 |
Level 1 [Member] | ||
Assets: | ||
Total assets | 7,449 | 34,136 |
Level 1 [Member] | Commercial Paper [Member] | ||
Assets: | ||
Marketable securities | 0 | |
Level 1 [Member] | Money Market Funds [Member] | ||
Assets: | ||
Cash equivalents | 7,449 | 34,136 |
Level 2 [Member] | ||
Assets: | ||
Total assets | 0 | 1,399 |
Level 2 [Member] | Commercial Paper [Member] | ||
Assets: | ||
Marketable securities | 1,399 | |
Level 2 [Member] | Money Market Funds [Member] | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Level 3 [Member] | ||
Assets: | ||
Total assets | 0 | 0 |
Level 3 [Member] | Commercial Paper [Member] | ||
Assets: | ||
Marketable securities | 0 | |
Level 3 [Member] | Money Market Funds [Member] | ||
Assets: | ||
Cash equivalents | $ 0 | $ 0 |
Collaboration Agreement - Addit
Collaboration Agreement - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jul. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 17, 2021 | Jun. 30, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Revenue from collaborative arrangement | $ 1,402 | $ 1,635 | $ 4,081 | $ 7,282 | ||||
License And Research Collaboration Agreement | Merck | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Upfront payments received | $ 15,000 | |||||||
Collaborative arrangement, milestone payments receivable | $ 5,000 | |||||||
Deferred revenue additions | 15,000 | 1,400 | 4,000 | $ 5,000 | ||||
Deferred revenue | 1,000 | 1,000 | ||||||
License And Research Collaboration Agreement | Merck | Maximum [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Revenue from collaborative arrangement | $ 100 | $ 100 | ||||||
License And Research Collaboration Agreement | Merck | Class C Preferred Units | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock price per share | $ 4.0008 | |||||||
License And Research Collaboration Agreement | Merck | Research and Development | Maximum [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Collaborative arrangement, milestone payments receivable | 280,000 | |||||||
License And Research Collaboration Agreement | Merck | Sales Based | Maximum [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Collaborative arrangement, milestone payments receivable | $ 250,000 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation and benefits | $ 230 | $ 1,763 |
Accrued external research and development expenses | 77 | 1,633 |
Accrued professional fees | 912 | 901 |
Other | 13 | 549 |
Total accrued expenses | $ 1,232 | $ 4,846 |
Accrued Expenses (Additional In
Accrued Expenses (Additional Information) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Payables and Accruals [Abstract] | |
Restructuring cost | $ 1.3 |
Accrued Expenses - Summary of r
Accrued Expenses - Summary of restructuring balance accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Beginning balance | $ 271 | $ 655 | $ 0 |
Restructuring costs, personnel related | 412 | 985 | |
Cash paid for restructuring costs | (150) | (765) | (330) |
Forfeitures | (31) | ||
Reversal of excess accrual | (121) | ||
Ending balance | $ 0 | $ 271 | $ 655 |
Short-term borrowing (Additiona
Short-term borrowing (Additional Information) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Short-term Debt [Line Items] | |
Short-term borrowings | $ 1.7 |
Finance and Security Agreement | |
Short-term Debt [Line Items] | |
Frequency of periodic payment | nine-month |
Annual interest rate | 2.93% |
Debt maturity date | Sep. 22, 2022 |
Debt - Summary of Long-term Deb
Debt - Summary of Long-term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Long-Term Debt, Unclassified [Abstract] | ||
Principal amount of long-term debt | $ 0 | $ 12,733 |
Less: Current portion of long-term debt | 0 | (5,805) |
Long-term debt, net of current portion | 0 | 6,928 |
Debt discount, net of accretion | 0 | (217) |
Accrued end-of-term payment | 0 | 646 |
Long-term debt, net of discount and current portion | $ 0 | $ 7,357 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Feb. 25, 2022 | Apr. 13, 2021 | Apr. 03, 2021 | Apr. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||||||||
Long-term non current | $ 0 | $ 0 | $ 12,733 | ||||||||
Gain (Loss) on extinguishment of debt | $ 0 | $ 0 | $ (200) | $ 1,134 | |||||||
Silicon Valley Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Gain (Loss) on extinguishment of debt | $ 1,100 | ||||||||||
Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment period | $ 100 | ||||||||||
Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment period | $ 300 | ||||||||||
New Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term non current | $ 12,700 | ||||||||||
Accrued end-of-term payment | $ 900 | $ 300 | |||||||||
Gain (Loss) on extinguishment of debt | 200 | ||||||||||
Repayment period | $ 12,800 | ||||||||||
End term cost of amount drawn under term loan in percent | 5.25% | ||||||||||
Amount drawn under term loan | $ 15,000 | ||||||||||
Additional amount drawn under term loan | 100 | ||||||||||
New Loan | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest/non-use fee | $ 100 | ||||||||||
Paycheck Protection Program Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from Paycheck Protection Program loan | $ 1,100 |
Stock_Equity-Based Compensati_3
Stock/Equity-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Feb. 01, 2021 | Jan. 12, 2021 | Feb. 03, 2016 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jan. 01, 2022 | Apr. 13, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Forfeited shares | 610,183 | ||||||||||
Amount of cost not yet recognized for nonvested award under share-based payment arrangement. | $ 4,900 | $ 4,900 | |||||||||
Stock-based compensation | 909 | $ 1,292 | $ 3,185 | $ 3,958 | |||||||
Weighted average remaining contractual term | 7 years 6 months 14 days | 7 years 8 months 1 day | |||||||||
Number of options outstanding, including both vested and non-vested options | 1 year 6 months 21 days | ||||||||||
Restricted Incentive Units RSU [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock-based compensation | $ 100 | $ 200 | |||||||||
Fair value of share options granted | $ 2,200 | ||||||||||
Units granted | 0 | ||||||||||
Number of incentive units | 30,986 | 30,986 | |||||||||
Restricted Incentive Units Rsa [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock-based compensation | $ 100 | $ 900 | |||||||||
Fair value of share options granted | $ 1,200 | ||||||||||
Units granted | 0 | ||||||||||
Number of incentive units | 77,644 | 77,644 | |||||||||
Board Of Directors Chairman [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock to be purchased | 104,000 | ||||||||||
Forfeited shares | 104,000 | ||||||||||
2018 Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized | 1,527,210 | 1,527,210 | |||||||||
Common stock available for future issuance | 252,709 | 252,709 | |||||||||
2018 Plan | Service Based [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based payment award, expiration period | 10 years | ||||||||||
Share-based payment award, vest period | 4 years | ||||||||||
2016 Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock available for issuance | 79,092 | 767,985 | 767,985 | ||||||||
Common stock available for future issuance | 945,441 | 945,441 | |||||||||
Common stock reserved for issuance, percentage of number of shares of common stock outstanding | 3% | ||||||||||
2016 Plan [Member] | Service Based [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based payment award, expiration period | 10 years | ||||||||||
Share-based payment award, vest period | 4 years | ||||||||||
2016 Plan [Member] | Additional [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock available for future issuance | 319,341 | ||||||||||
2016 ESPP [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock available for issuance | 6,938 | 48,564 | 48,564 | ||||||||
Common stock reserved for issuance, percentage of number of shares of common stock outstanding | 1% | ||||||||||
2016 ESPP [Member] | Additional [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock available for issuance | 6,938 | ||||||||||
2021 Stock Option And Incentive Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized | 400,000 | 400,000 | |||||||||
Common stock available for issuance | 246,600 | 246,600 | |||||||||
Stock option issued | 17,000 |
Stock_Equity-Based Compensati_4
Stock/Equity-Based Compensation - Summary of Restricted Stock Unit Activity and Related Information (Detail) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Restricted Incentive Units RSU [Member] | |
Number of Shares | |
Unvested balance at December 31, 2021 | shares | 86,225 |
Issued | shares | 0 |
Vested | shares | (33,682) |
Forfeited | shares | (21,557) |
Unvested balance at June 30, 2022 | shares | 30,986 |
Weighted Average Grant Date Fair Value | |
Unvested balance at December 31, 2021 | $ / shares | $ 17.89 |
Issued | $ / shares | 0 |
Vested | $ / shares | 17.89 |
Forfeited | $ / shares | 17.89 |
Unvested balance at June 30, 2022 | $ / shares | $ 17.89 |
Restricted Incentive Units RSA [Member] | |
Number of Shares | |
Unvested balance at December 31, 2021 | shares | 305,663 |
Issued | shares | 0 |
Vested | shares | (189,778) |
Forfeited | shares | (38,241) |
Unvested balance at June 30, 2022 | shares | 77,644 |
Weighted Average Grant Date Fair Value | |
Unvested balance at December 31, 2021 | $ / shares | $ 3.83 |
Issued | $ / shares | 0 |
Vested | $ / shares | 3.83 |
Forfeited | $ / shares | 3.83 |
Unvested balance at June 30, 2022 | $ / shares | $ 3.83 |
Stock_Equity-Based Compensati_5
Stock/Equity-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Number of Shares/Units | |||
Outstanding at December 31, 2021 | 1,779,174 | 1,779,174 | |
Granted | 17,000 | ||
Exercised | 0 | ||
Forfeited | (610,183) | ||
Outstanding as of June 30, 2022 | 1,185,991 | 1,779,174 | |
Vested and expected to vest as of June 30, 2022 | 1,185,991 | ||
Weighted Average Exercise Price | |||
Outstanding as of December 31, 2021 | $ 18.99 | $ 18.99 | |
Granted | 2.89 | ||
Exercised | 0 | ||
Forfeited | 31.73 | ||
Outstanding as of June 30, 2022 | 11.86 | $ 18.99 | |
Vested and expected to vest as of June 30, 2022 | $ 11.86 | ||
Weighted Average Remaining Contractual Term, Outstanding | 7 years 6 months 14 days | 7 years 8 months 1 day | |
Vested and expected to vest as of June 30, 2022 | 7 years 6 months 14 days | ||
Aggregate Intrinsic Value, Outstanding as of December 30, 2021 | $ 0 | $ 0 | |
Aggregate Intrinsic Value,Granted | 0 | ||
Aggregate Intrinsic Value,Exercised | $ 0 | ||
Aggregate Intrinsic Value,Forfeited | $ 0 | ||
Weighted Average Remaining Contractual Term,Forfeited | $ 0 | $ 0 | |
Aggregate Intrinsic Value, Vested and expected to vest at June 30, 2022 | $ 0 |
Stock_Equity-Based Compensati_6
Stock/Equity-Based Compensation - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total Stock-based compensation expense | $ 909 | $ 1,292 | $ 3,185 | $ 3,958 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total Stock-based compensation expense | 33 | 320 | 223 | 1,066 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total Stock-based compensation expense | $ 876 | $ 972 | $ 2,962 | $ 2,892 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Basic and Diluted Net Loss per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Net loss | $ (3,363) | $ (4,845) | $ (13,381) | $ (9,956) | $ (10,454) | $ (8,682) | $ (21,589) | $ (29,092) |
Denominator: | ||||||||
Weighted average common shares outstanding, basic | 10,855,751 | 10,304,775 | 10,817,830 | 10,239,502 | ||||
Weighted average common shares outstanding, diluted | 10,855,751 | 10,304,775 | 10,817,830 | 10,239,502 | ||||
Net loss per share, basic | $ (0.31) | $ (0.97) | $ (2) | $ (2.84) | ||||
Net loss per share, diluted | $ (0.31) | $ (0.97) | $ (2) | $ (2.84) |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted-average Shares Outstanding (Detail) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities outstanding | 1,316,963 | 1,969,482 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities outstanding | 1,185,991 | 1,782,444 |
Warrants to purchase common stock or shares convertible into common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities outstanding | 99,986 | 99,986 |
Unvested Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities outstanding | 30,986 | 87,052 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
May 16, 2022 | Feb. 28, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Operating Lease, Right-of-Use Asset | |||||||
Operating Lease, Right-of-Use Asset | $ 3,200 | $ 397 | $ 397 | $ 18,543 | |||
Increase (decrease) in operating lease liability | $ 8,600 | 11,844 | $ 0 | ||||
Operating Lease, Impairment Loss | $ 3,900 | 3,903 | $ 0 | ||||
Security deposit and the last month's license fee | 800 | ||||||
Moma Therapeutics Inc [Member] | |||||||
Operating Lease, Right-of-Use Asset | |||||||
Operating sub lease, cost | 200 | 1,200 | |||||
Sublease Income | $ 200 | $ 1,200 | |||||
Maximum [Member] | |||||||
Operating Lease, Right-of-Use Asset | |||||||
Total Amount of License fee | 400 | ||||||
Remaining finance lease liabilities | $ 100 | ||||||
Minimum [Member] | |||||||
Operating Lease, Right-of-Use Asset | |||||||
Total Amount of License fee | $ 100 |
Leases - Summary of lease cost
Leases - Summary of lease cost (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Lease cost | ||
Operating lease cost | $ 2,935 | $ 4,721 |
Short-term Lease Cost | 0 | 0 |
Variable lease cost | 396 | 458 |
Finance lease cost, amortization of lease assets | 8 | 133 |
Finance lease cost, interest on lease liabilities | 1 | 6 |
Total finance lease cost | $ 9 | $ 139 |
Leases - Summary of supplementa
Leases - Summary of supplemental disclosure of cash flow information related to leases (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
May 16, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Supplemental disclosure of cash flow information related to leases [Abstract] | |||
Cash paid for amounts included in the measurement of operating lease liabilities (operating cash flows) | $ 2,536 | $ 4,484 | |
Cash paid for amounts included in the measurement of finance lease liabilities (operating cash flows) | 1 | 6 | |
Cash paid for amounts included in the measurement of finance lease liabilities (financing cash flows) | 27 | 140 | |
Operating lease liabilities arising from obtaining right-of-use assets | 0 | 0 | |
Finance lease liabilities arising from obtaining right-of-use assets | 0 | 0 | |
Reduction in operating lease liabilities as a result of lease modifications | $ 8,600 | 11,844 | 0 |
Reduction in operating right-of-use assets as a result of lease modifications | $ 11,852 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) shares | |
Long-term Purchase Commitment [Line Items] | |
Period of agreement | 9 months |
Contingent Value Rights Agreement [Member] | Shareholder Representative Series LLC [Member] | |
Long-term Purchase Commitment [Line Items] | |
Business combination contingent consideration agreement | $ 0 |
Whitehead Institute for Biomedical Research [Member] | |
Long-term Purchase Commitment [Line Items] | |
Common unit issued | shares | 300,000 |
Common Unit, Issuance Value | $ 800 |
Whitehead Institute for Biomedical Research [Member] | Maximum [Member] | |
Long-term Purchase Commitment [Line Items] | |
Payment of license fees | 100 |
Annual cost maintenance | 100 |
Whitehead Institute for Biomedical Research [Member] | Maximum [Member] | Developmental and Regulatory [Member] | First Two Licensed Products [Member] | |
Long-term Purchase Commitment [Line Items] | |
Contractual Obligation | $ 1,900 |