Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 28, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001445283 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity File Number | 001-37695 | ||
Entity Registrant Name | KINETA, INC./DE | ||
Entity Incorporation State Country Code | DE | ||
Entity Tax Identification Number | 20-8436652 | ||
Entity Address Address Line1 | 219 Terry Ave. N. | ||
Entity Address Address Line 2 | Suite 300 | ||
Entity Address City Or Town | Seattle | ||
Entity Address State Or Province | WA | ||
Entity Address Postal Zip Code | 98109 | ||
City Area Code | 206 | ||
Local Phone Number | 378-0400 | ||
Security12b Title | Common Stock, par value $0.001 per share | ||
Trading Symbol | KA | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, New York | ||
Entity Public Float | $ 18.1 | ||
Entity Common Stock, Shares Outstanding | 8,501,366 | ||
Documents Incorporated by Reference | Portions of the registrant’s Proxy Statement for its 2023 Annual Meeting of Stockholders, which the registrant intends to file with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 13,143 | $ 11,144 |
Prepaid expenses and other current assets | 457 | 73 |
Total current assets | 13,600 | 11,217 |
Property and equipment, net | 249 | 189 |
Operating right-of-use asset | 1,211 | 1,872 |
Rights from Private Placement | 2,250 | 0 |
Restricted cash | 125 | 75 |
Total assets | 17,435 | 13,353 |
Current liabilities: | ||
Accounts payable | 6,635 | 732 |
Accrued expenses and other current liabilities | 3,527 | 1,842 |
Deferred revenue | 442 | 1,041 |
Notes payable, current portion (with related parties $0 as of December 31, 2022 and $8,378 as of December 31, 2021) | 0 | 9,996 |
Operating lease liability, current portion | 843 | 737 |
Finance lease liabilities, current portion | 40 | 30 |
Total current liabilities | 11,487 | 14,378 |
Notes payable, net of current portion (with related parties $0 at December 31, 2022 and $8,378 as of December 31, 2021) | 748 | 9,444 |
Operating lease liability, net of current portion | 547 | 1,390 |
Finance lease liabilities, net of current portion | 83 | 90 |
Total liabilities | 12,865 | 25,302 |
Commitments and contingencies (Note 6) | ||
Shareholders' equity (deficit): | ||
Common stock, $0.001 par value; 125,000 shares authorized as of December 31, 2022 and December 31, 2021; 8,318 and 4,656 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 8 | 5 |
Additional paid-in capital | 156,106 | 76,137 |
Accumulated deficit | (151,690) | (88,282) |
Total shareholders' equity (deficit) attributable to Kineta, Inc. | 4,424 | (12,140) |
Noncontrolling interest | 146 | 191 |
Total shareholders' equity (deficit) | 4,570 | (11,949) |
Total liabilities and shareholders' equity (deficit) | $ 17,435 | $ 13,353 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Notes payable current with related parties | $ 0 | $ 8,378 |
Notes payable net of current portion with related parties | $ 0 | $ 8,378 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 8,318,000 | 4,656,000 |
Common stock, shares outstanding | 8,318,000 | 4,656,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||
Total revenues | $ 1,953 | $ 9,091 |
Operating expenses: | ||
Research and development | 15,928 | 15,561 |
General and administrative | 8,696 | 4,623 |
In-process research and development | 18,860 | 0 |
Total operating expenses | 43,484 | 20,184 |
Loss from operations | (41,531) | (11,093) |
Other (expense) income: | ||
Interest expense (with related parties $1,659 for the year ended December 31, 2022 and $893 for the year ended December 31, 2021) | (3,737) | (1,293) |
Change in fair value measurement of notes payable | (15,280) | (1,142) |
Warrant expense | (3,309) | 0 |
(Loss) gain on extinguishments of debt, net | 341 | 1,719 |
Other (expense) income, net | 63 | (8) |
Total other (expense) income, net | (21,922) | (724) |
Net loss | (63,453) | (11,817) |
Net (loss) income attributable to noncontrolling interest | (45) | 0 |
Net loss attributable to Kineta, Inc. | $ (63,408) | $ (11,817) |
Net loss per share, basic | $ (12.87) | $ (2.71) |
Net loss per share, diluted | $ (12.87) | $ (2.71) |
Weighted-average shares outstanding, basic | 4,926,000 | 4,358,000 |
Weighted-average shares outstanding, diluted | 4,926,000 | 4,358,000 |
Licensing revenues [Member] | ||
Revenues: | ||
Total revenues | $ 1,041 | $ 7,883 |
Grant revenues [Member] | ||
Revenues: | ||
Total revenues | $ 912 | $ 1,208 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Interest expense, related party | $ 1,659 | $ 893 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total Shareholders' Equity (Deficit) Attributable to Kineta [Member] | Noncontrolling Interests [Member] |
Balance at Dec. 31, 2020 | $ (21,546) | $ 4 | $ 54,724 | $ (76,465) | $ (21,737) | $ 191 |
Balance, Shares at Dec. 31, 2020 | 3,848 | |||||
Issuance of common stock | 16,713 | $ 1 | 16,712 | 16,713 | ||
Issuance of common stock, Shares | 647 | |||||
Issuance of common stock upon extinguishment of notes payable and accrued interest | 2,570 | 2,570 | 2,570 | |||
Issuance of common stock upon extinguishment of notes payable and accrued interest, Shares | 94 | |||||
Issuance of common stock to settle obligation | 250 | 250 | 250 | |||
Issuance of common stock to settle obligation, Shares | 8 | |||||
Outstanding Stock Options, Exercised | 56 | |||||
Issuance of common stock upon exercise of warrants | 27 | 27 | 27 | |||
Issuance of warrants in connection with convertible debt amendments | 0 | |||||
Issuance of common stock upon exercise of warrants, Shares | 3 | |||||
Stock-based compensation | 1,854 | 1,854 | 1,854 | |||
Net loss | (11,817) | (11,817) | (11,817) | |||
Balance at Dec. 31, 2021 | (11,949) | $ 5 | 76,137 | (88,282) | (12,140) | 191 |
Balance, Shares at Dec. 31, 2021 | 4,656 | |||||
Issuance of common stock | 1,581 | 1,581 | 1,581 | |||
Issuance of common stock, Shares | 58 | |||||
Issuance of common stock upon extinguishment of notes payable and accrued interest | $ 37,519 | $ 1 | 37,518 | 37,519 | ||
Issuance of common stock upon extinguishment of notes payable and accrued interest, Shares | 1,338 | |||||
Outstanding Stock Options, Exercised | 11 | 11 | ||||
Issuance of common stock in connection with Private Placement, net of transaction costs | $ 7,407 | $ 1 | 7,406 | 7,407 | ||
Issuance of common stock upon exercise of warrants | 71 | 71 | 71 | |||
Issuance of common stock in connection with Private Placement, net of transaction cost | 649 | |||||
Issuance of warrants in connection with convertible debt amendments | 1,639 | 1,639 | 1,639 | |||
Issuance of warrants to existing stockholders | 3,309 | 3,309 | 3,309 | |||
Issuance of common stock upon exercise of warrants, Shares | 53 | |||||
Issuance of warrants | 62 | 62 | 62 | |||
Note conversion discount | 414 | 414 | 414 | |||
Rights from Private Placement | 2,250 | 2,250 | 2,250 | |||
Issuance of common stock in connection with the Merger | 20,551 | $ 1 | 20,550 | 20,551 | ||
Issuance of common stock in connection with the Merger, Shares | 1,553 | |||||
Stock-based compensation | 5,188 | |||||
Non-cash stock-based compensation | 5,169 | 5,169 | 5,169 | |||
Net loss | (63,453) | (63,408) | (63,408) | (45) | ||
Balance at Dec. 31, 2022 | $ 4,570 | $ 8 | $ 156,106 | $ (151,690) | $ 4,424 | $ 146 |
Balance, Shares at Dec. 31, 2022 | 8,318 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities: | ||
Net loss | $ (63,453) | $ (11,817) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Acquired in process research and development | 18,860 | 0 |
Change in fair value of notes payable | 15,280 | 1,142 |
Stock-based compensation | 5,169 | 1,854 |
Warrant expense | 3,309 | 0 |
Issuance of warrants in connection with convertible debt amendments | 1,639 | 0 |
Noncash operating lease expense | 661 | 590 |
Depreciation and amortization | 73 | 79 |
Warrants issued for services | 62 | 0 |
Gain on extinguishments of debt, net | (341) | (1,719) |
Gain on disposal of asset | (62) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (108) | (18) |
Accounts payable | (34) | (178) |
Accrued expenses and other current liabilities | 1,694 | 739 |
Operating lease liability | (737) | (642) |
Deferred revenue | (1,041) | (7,883) |
Net cash used in operating activities | (19,029) | (17,853) |
Investing activities: | ||
Cash acquired in connection with asset acquisition | 9,276 | 0 |
Purchases of property and equipment | (71) | 0 |
Proceeds from sale of property and equipment | 65 | 0 |
Net cash provided by investing activities | 9,270 | 0 |
Financing activities: | ||
Rights from Private Placement | 7,407 | 0 |
Proceeds from notes payable | 6,746 | 0 |
Proceeds from issuance of common stock | 1,581 | 16,713 |
Proceeds from exercise of warrants | 71 | 27 |
Proceeds from payroll protection program loan | 0 | 815 |
Repayments of notes payable | (4,000) | 0 |
Repayments of finance lease liabilities | 3 | (28) |
Net cash provided by financing activities | 11,808 | 17,527 |
Net change in cash and restricted cash | 2,049 | (326) |
Cash and restricted cash at beginning of year | 11,219 | 11,545 |
Cash and restricted cash at end of year | 13,268 | 11,219 |
Components of cash and restricted cash: | ||
Cash | 13,143 | 11,144 |
Restricted cash | 125 | 75 |
Total cash and restricted cash | 13,268 | 11,219 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 2,371 | 1,100 |
Supplemental disclosure of noncash investing and financing activities: | ||
Issuance of common stock as non cash consideration for asset acquisition | 20,551 | 0 |
Issuance of common stock upon extinguishment of notes payable | 22,239 | 2,570 |
Net liabilities assumed in connection with asset acquisition | 1,944 | 0 |
Rights from Private Placement | 2,250 | 0 |
Finance lease liabilities arising from obtaining new right-of-use assets | 40 | 27 |
Issuance of common stock upon payable settlement | $ 0 | $ 250 |
Organization and Liquidity
Organization and Liquidity | 12 Months Ended |
Dec. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Liquidity | 1. Organization and Liquidity Description of Business Kineta, Inc. (formerly Yumanity Therapeutics, Inc.) (together with its subsidiaries, the “Company”) is headquartered in Seattle, Washington. The Company is a clinical stage biotechnology company focused on developing new innovative therapies in the field of immuno-oncology and cancer. The Company also has drug programs in neurology (chronic pain) and an antiviral drug program in development for arenaviruses such as Lassa fever. Kineta Chronic Pain, LLC (“KCP”) was formed to develop new innovative therapies for pain management. Kineta Viral Hemorrhagic Fever, LLC (“KVHF”) was formed to develop a direct acting anti-viral therapy for the treatment of emerging diseases. As of December 31, 2022 and 2021, the Company owns a majority interest of the outstanding issued equity of KCP and all of the outstanding issued equity of KVHF. Reverse Merger and Private Placement On December 16, 2022, Yumanity Therapeutics, Inc. (“Yumanity”) completed its previously announced merger transaction with Kineta Operating, Inc. (formerly Kineta, Inc.) (“Private Kineta”) in accordance with the terms of the Agreement and Plan of Merger dated June 5, 2022, as amended on December 5, 2022 (the “Merger Agreement”), pursuant to which Yacht Merger Sub, Inc., a wholly-owned subsidiary of Yumanity (“Merger Sub”), merged with and into Private Kineta, with Private Kineta surviving such merger as a wholly-owned subsidiary of Yumanity (the “Merger”). The surviving corporation from the Merger subsequently merged with and into Kineta Operating, LLC, with Kineta Operating, LLC being the surviving corporation. On December 16, 2022, in connection with, and prior to the completion of the Merger, Yumanity effected a 1-for-7 reverse stock split of its common stock (the “Reverse Stock Split”). Immediately following the Merger, Yumanity changed its name to “Kineta, Inc.” and the business conducted by Private Kineta became the primary business conducted by the Company. At the effective time of the Merger, each outstanding share of Private Kineta common stock was converted into the right to receive 0.0688 (the “Exchange Ratio”) shares of common stock of the Company (after giving effect to the Reverse Stock Split). In addition, the Company also assumed all of Private Kineta’s outstanding stock options, warrants, and restricted stock at the Exchange Ratio. Unless otherwise noted herein, references to the Company’s common share and per-share amounts give retroactive effect to the Reverse Stock Split and Exchange Ratio. The Merger has been accounted for as a reverse merger and asset acquisition (see Note 3). In connection and concurrently with the execution of the Merger Agreement, on June 5, 2022, the Company entered into a financing agreement, as amended on October 24, 2022, December 5, 2022 and March 29, 2023 (such financing agreement, as amended, the “Securities Purchase Agreement”), to sell shares of the Company’s common stock in a private placement (the “Private Placement”). The first closing of the Private Placement occurred on December 16, 2022, and the Company issued 649,346 shares of its common stock and received net proceeds of $ 7.4 million. The second closing of the Private Placement for an aggregate purchase price of $ 22.5 million is expected to occur on May 31, 2023 (see Notes 9 and 15). Liquidity The Company has incurred recurring net losses and negative cash flows from operations since inception and, as of December 31, 2022, had an accumulated deficit of $ 151.7 million . The net loss attributable to the Company was $ 63.5 million for the year ended December 31, 2022. As of December 31, 2022, the Company had unrestricted cash of $ 13.1 million . The Company’s cash as of December 31, 2022, together with the committed proceeds pursuant to the second closing of the Private Placement, will be sufficient to fund operating expenses and capital expenditure requirements for a period of at least one year from the date these consolidated financial statements are filed with the Securities and Exchange Commission. The Company will need to raise additional capital to support its long-term plans and to complete clinical trials. The Company intends to raise additional debt and equity financing from its current investors as well as prospective investors and intends to continue to pursue federal grant funding and may receive milestone payments from its license agreements, or other sources. However, there is no guarantee that any of these additional financing or opportunities will be executed or realized on acceptable terms, if at all. The Company’s ability to raise additional capital through either the issuance of equity or debt is dependent on a number of factors including, but not limited to, Company prospects, which itself is subject to a number of development and business risks and uncertainties, as well as uncertainty about whether the Company would be able to raise such additional capital at a price or on terms that are acceptable. COVID-19 While the Company continues to monitor the impact of the COVID-19 pandemic on its business, the extent of the impact of the pandemic on its business, operations and clinical development timelines and plans remains uncertain. 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 KCP-506 Phase 1 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. 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. 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 consolidated financial statements. Geopolitical Developments Geopolitical developments, such as the Russian invasion of Ukraine or deterioration in the bilateral relationship between the United States and China, may impact government spending, international trade and market stability, and cause weaker macro-economic conditions. The impact of these developments, including any resulting sanctions, export controls or other restrictive actions that may be imposed against governmental or other entities in, for example, Russia, have in the past contributed and may in the future contribute to disruption, instability and volatility in the global markets, which in turn could adversely impact the Company’s operations and weaken the Company’s financial results. Certain political developments may also lead to uncertainty to regulations and rules that may materially affect the Company’s business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable SEC rules regarding annual financial reporting. The consolidated financial statements include all accounts of the Company, its majority owned subsidiary KCP, and its wholly owned subsidiary, KVFH. All intercompany transactions and balances have been eliminated upon consolidation. Noncontrolling interest in the accompanying consolidated financial statements represents the proportionate share of equity which is not held by the Company. Net loss of the non-wholly owned consolidated subsidiary is allocated to the Company and the holder(s) of the noncontrolling interests in proportion to their percentage ownership considering any preferences specific to the form of equity of the subsidiaries. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments the Company makes about the carrying values of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting periods. The Company bases its estimates and judgments on historical experience and on various other assumptions that the Company believes are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions the Company may undertake in the future. These judgments, estimates and assumptions are used for, but not limited to, revenue recognition, accrued research and development expenses, the fair value of notes payable, the fair value of the Company’s common stock prior to the Merger, stock-based compensation, uncertain tax positions and the valuation allowance for net deferred tax assets. Actual results may differ from the Company’s estimates. Foreign Currencies The Company’s subsidiaries are all located in the U.S. with the U.S. dollar as the functional currency. Certain transactions during the years ended December 31, 2022 and 2021 were denominated in currencies other than the U.S. dollar. Gains and losses from foreign currency transactions, translated using the average exchange rates prevailing during the respective periods, were not material for all periods presented and are reflected in the consolidated statements of operations as a component of other (expense) income, net. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (the “CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s Chief Executive Officer and President collectively serve as the CODM. The Company views its operations and manages its business in one operating segment. Risks and Uncertainties The Company is subject to certain risks and uncertainties associated with companies at a similar stage of development, including, but not limited to: successfully develop, manufacture, and market any approved therapies and products, obtain regulatory approval from the U.S. Food and Drug Administration or foreign regulatory agencies prior to commercial sales, new technological innovations, dependence on key personnel, protection of intellectual property, compliance with governmental regulations, uncertainty of market acceptance of any approved therapies and products, competition from companies with greater financial and technical resources, and the need to obtain additional financing. Cash and Restricted Cash Cash includes cash deposited at several financial institutions in operating and saving accounts. Restricted cash relates to a certificate of deposit with a financial institution to secure a letter of credit obtained for the Company’s leased premises. Restricted cash unavailable for a period longer than one year from the consolidated balance sheet date is classified as a noncurrent asset and otherwise, restricted cash is included in other current assets in the consolidated balance sheets. Concentrations of Credit Risk Financial instruments that potentially expose the Company to significant concentrations of credit risk consist primarily of cash deposited in accounts at several financial institutions that may exceed federally insured limits. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash to the extent recorded in the consolidated balance sheets. The Company believes it is not exposed to unusual credit risk beyond the normal credit risk associated with commercial banking relationships and has not incurred any such losses to date. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell 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 at the measurement date. The Company measures fair value by maximizing the use of observable inputs, where available, and minimizing the use of unobservable inputs when measuring fair value. Financial assets and liabilities recorded at fair value in the consolidated balance sheets are categorized in the fair value hierarchy based upon the lowest level of input that is significant to the fair value as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs (other than quoted prices included in Level 1), such as quoted prices in active markets for identical or similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets of liabilities in markets, 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. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value of the instrument. Accounts Receivable The Company records accounts receivable at the invoiced amount for cost-reimbursement type grants and customer obligations under licensing and collaboration agreements, typically requiring payment within 30 to 60 days from the invoice date. Property and Equipment, Net Property and equipment, net is stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which is five to seven years . Costs of major additions and betterments are capitalized and depreciated on a straight-line basis over their estimated useful lives. Leasehold improvements are amortized using the straight-line method over the lesser of the estimated useful lives of the assets or the remaining term of the lease. Upon sale or retirement of the assets, the cost and related accumulated depreciation are removed from the consolidated balance sheets and the resulting gain or loss is recognized in the consolidated statements of operations. Expenditures for maintenance and repairs are expensed as incurred. Impairment of Long-Lived Assets The Company reviews the carrying amount of its long-lived assets, including property and equipment and right-of-use assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. If indicators of impairment exist, an impairment loss is recognized when the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. The impairment charge is determined based upon the excess of the carrying value of the asset over its estimated fair value, with estimated fair value determined based upon an estimate of discounted future cash flows or other appropriate measures of estimated fair value. Estimating discounted cash flows requires the Company to make significant judgments and assumptions. Actual results may vary from the Company’s estimates as of the date of impairment testing and adjustments may occur in future periods. For the years ended December 31, 2022 and 2021, there were no impairments of long-lived assets. Fair Value Option The Company has elected the fair value option to account for certain of its notes payable (see Note 6). The Company concluded that it was appropriate to apply the fair value option to these certain notes payable because no component of the notes payable were required to be recognized as a component of stockholders’ equity (deficit). The Company recorded these notes payable at their estimated fair value with changes in estimated fair value recorded as a component of other (expense) income in the consolidated statement of operations. Under the fair value option, any direct costs and fees related to the notes payable are expensed as incurred. Leases The Company determines at the inception of a contract if such arrangement is or contains a lease by assessing whether it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If a lease is identified, classification is determined at lease commencement as an operating lease or finance lease. The Company recognizes a right-of-use (“ROU”) asset and a lease liability in the consolidated balance sheets for all leases with an initial term of greater than 12 months. Leases with an initial term of 12 months or less are not recognized in the consolidated balance sheets, with payments recognized as expense on a straight-line basis over the lease term. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The present value of future lease payments is determined by using the implicit interest rate in the lease, if readily determinable, otherwise, the Company estimates its incremental borrowing rate at the inception of the lease to discount lease payments. The incremental borrowing rate reflects the estimated interest rate that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term. ROU assets are determined based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs, and lease incentives. The ROU asset also includes impairment charges if the Company determines the ROU asset is impaired. Lease expenses are recognized, and the ROU assets are amortized on a straight-line basis over the lease term. The Company has elected to not separate lease and non-lease components for its leased assets and accounts for all lease and non-lease components of its agreements as a single lease component. Variable costs are not included in the measurement of ROU assets and lease liabilities, which are expensed as incurred. The Company considers a lease term to be the noncancelable period that it has the right to use the underlying asset, including any periods where it is reasonably assured the Company will exercise the option to extend the contract. Warrants to Purchase Common Stock The Company has issued warrants to purchase the Company’s common stock in connection with the execution of certain equity and debt financings and other agreements. The fair value of warrants is determined using the Black- Scholes option-pricing model using assumptions regarding volatility of the Company’s common share price, remaining life of the warrant, and risk-free interest rates. The Company classifies warrants indexed to its own equity and meeting the criteria for equity classification within the consolidated statements of stockholders’ equity (deficit). Asset Acquisitions Acquisitions of assets or a group of assets that do not meet the definition of a business are accounted for as asset acquisitions, with a cost accumulation model used to determine the cost of the acquisition. Common stock issued as consideration in an acquisition of assets is generally measured based on the acquisition date fair value of the equity interests issued. Direct transaction costs are recognized as part of the cost of an acquisition of assets. Intangible assets that are acquired in an asset acquisition for use in research and development activities that have an alternative future use are capitalized as in-process research and development ("IPR&D"). Acquired IPR&D that has no alternative future use is expensed immediately in the consolidated statements of operations. Revenue Recognition License Revenues The Company enters into license agreements under which it licenses certain intellectual property rights to its product candidates to third parties. The terms of these arrangements typically include payment to the Company of one or more of the following: nonrefundable upfront fees, payment for research and development services provided by the Company under approved work plans, development, regulatory and commercial milestone payments, and sales-based milestones and royalties on net sales of licensed products. Each of these payments results in license revenues, except for revenues from royalties, which are classified as other revenues. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, the Company performs the following five steps: (i) identification of the contract(s) with a customer, (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract, (iii) measurement of the transaction price, including the constraint on any variable consideration, (iv) allocation of the transaction price to the performance obligations in the contract, and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for arrangements containing multiple performance obligations, the Company develops assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. The Company uses key assumptions to determine the stand-alone selling price, which may include forecasted revenues, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success. The Company expects to recognize revenue for variable consideration being constrained when it is probable that a significant revenue reversal will not occur. For performance obligations satisfied over time, the Company estimates the efforts needed to complete the performance obligation and recognizes revenue by measuring the progress towards complete satisfaction of the performance obligation using an input measure. For arrangements that include development and regulatory milestones, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. For arrangements that include sales-based royalties, including commercial milestone payments based on pre-specified level of sales, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied. Achievement of these royalties and commercial milestones may solely depend upon the performance of the licensee. Upfront payments are recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. Grant Revenues Grants received, including cost reimbursement agreements, are assessed to determine if the agreement should be accounted for as an exchange transaction or a contribution. An agreement is accounted for as a contribution if the resource provider does not receive commensurate value in return for the assets transferred. Contributions are recognized as grant revenue when all donor-imposed conditions have been met. Research and Development Expenses Research and development expenses represent costs incurred in connection with the discovery, research, preclinical and clinical development, and manufacture of our product candidates. Research and development costs are expensed as incurred and consist of salaries, benefits, and other personnel related costs, including stock-based compensation, fees paid to other entities to conduct certain research and development activities on the Company’s behalf, materials for preclinical studies, clinical studies and laboratory supplies, licensing agreements and associated costs as well as allocated facility and allocated expenses for rent, insurance and other related costs. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses until the related goods are delivered or services are performed. Accrued Research and Development Expenses The Company records accrued expenses for estimated costs of its research and development activities conducted by third-party service providers, such as contract research organizations, contract manufacturing and other vendors, which include the conduct of preclinical studies, clinical trials and contract manufacturing activities. The Company records the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced and includes these costs in accrued expenses and other current liabilities in the consolidated balance sheets and within research and development expenses in the consolidated statements of operations. The Company records accrued expenses for these costs based on the estimated amount of work completed and in accordance with agreements established with these third parties, according to the progress of preclinical studies, clinical trials or related activities, and discussions with applicable personnel and service providers as to the progress or state of consummation of goods and services. The Company makes significant judgments and estimates in determining the accrued balance as of each reporting period. As actual costs become known, the Company adjusts its accrued estimates based on the facts and circumstances known at that time. The Company’s accrued research and development expenses are dependent, in part, upon the receipt of timely and accurate reporting from its third-party service providers. To date, there have been no material differences from the Company’s accrued expenses to its actual expenses. General and Administrative Expenses General and administrative expenses consist primarily of employee-related expenses, including salaries, benefits and noncash stock-based compensation for personnel in executive, finance and accounting, and other administrative functions, as well as fees paid for legal, accounting and tax services, consulting fees and facilities costs not otherwise included in research and development expenses. Legal costs include general corporate legal fees and patent costs. General and administrative expenses are expensed as incurred . Stock-Based Compensation The Company measures stock-based compensation related to stock-based awards granted to employees, non-employees and directors based on the estimated grant-date fair value of the awards and recognizes the related expense on a straight-line basis over the requisite service period (generally the vesting period). The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock-options. The fair value of restricted stock units (“RSUs”) is estimated based on the fair value of the Company’s common stock at the grant date. For RSUs with performance vesting conditions, the Company evaluates the probability of achieving the performance condition at each reporting date and recognizes expense for such performance awards over the requisite service period using the accelerated attribution method. Forfeitures are recorded as incurred. The Black-Scholes option pricing model requires the Company to make assumptions and judgments about the inputs used in the calculations as follows: Expected Term – The Company’s expected term represents the period that the stock-based awards are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) for employee options. Expected Volatility – Prior to the Merger, the Company was privately held and does not have any trading history for its common stock, the expected volatility is estimated based on the average volatility for comparable publicly traded biotechnology companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on their similar size, or stage in the product development life cycle. Risk-Free Interest Rate – The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option. Expected Dividend – Other than the Distribution, the Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, it uses an expected dividend yield of zero . Other (Expense) Income Interest Expense Interest expense consists of interest charged on outstanding borrowings associated with the Company's debt arrangements primarily consisting of borrowings under several notes payable agreements. Interest is expensed when incurred. Change in Fair Value Measurement of Notes Payable Change in fair value of notes payable relates to the remeasurement of the notes payable that the Company elected to account for under the fair value option. Until settlement, these notes payable are remeasured at fair value at each reporting period with the changes in fair value recorded through the statement of operations. Warrant expense Warrant expense relates to warrants issued to current debt holders that converted their debt to equity in 2022. The expense was determined as the fair value of the warrants provided upon issuance. Income Taxes Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts or existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of enactment. The Company records a valuation allowance to reduce deferred tax assets to an amount expected to be realized. The Company recognizes the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained upon examination by the tax authorities, based on the merits of the position. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. Net Loss Per Share Basic net loss per share is calculated by dividing net loss attributable to the Company by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the net loss for each period presented. In computing basic net loss per share, nominal issuances of common stock, including warrants to purchase the Company’s common stock with an exercise price of $ 0.14 per share, are reflected in basic net loss per share for all periods, even if antidilutive. Comprehensive Loss Comprehensive loss represents the change in the Company’s stockholders’ equity (deficit) from all sources other than investments by or distributions to stockholders. The Company has no items of other comprehensive loss, and as such, net loss is the same as comprehensive loss. Accounting Pronouncements Recently Adopted The Company adopted Accounting Standards Update (“ASU”) No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options on January 1, 2022 . The new guidance clarifies whether an issuer should account for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an adjustment to equity and, if so, the related earnings per share effects, if any, or an expense and, if so, the manner and pattern of recognition. The amendments apply prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. |
Reverse Merger
Reverse Merger | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Reverse Merger | 3. Reverse Merger On December 16, 2022, the Company completed the Merger with Private Kineta (see Note 1). The transaction was determined to be a reverse merger primarily based on the fact that, immediately following the Merger: (i) Private Kineta’s shareholders own a majority ( 80 %) of the common stock of the Company, (ii) Private Kineta designated a majority of the members of the initial board of directors of the combined organization and (iii) Private Kineta’s senior management hold all key positions in the senior management of the combined organization. At the closing of the Merger, all shares of Private Kineta common stock were exchanged for an aggregate of 6,115,000 shares the Company’s common stock. The reverse merger was accounted for as an acquisition of assets as substantially all of the fair value was concentrated in cash and IPR&D. In connection with the Merger, the authorized shares of common stock of the Company are 125,000,000 with par value of $ 0.001 . (in thousands) Number of shares owned by Yumanity shareholders (1) 1,553 Multiplied by fair value per share of Yumanity common stock (2) $ 13.23 Fair value of shares of combined organization owned by Yumanity shareholders 20,551 Transaction costs (3) 5,641 Total purchase price $ 26,192 (1) The number of shares represents 1,551,000 shares of Yumanity common stock outstanding as of December 16, 2022 and 2,000 shares of restricted stock units and reflects the impact of the Reverse Stock Split. (2) Based on the closing price of Yumanity common stock on the Nasdaq Capital Market on December 16, 2022, the closing date of the Merger and after giving effect to the Reverse Stock Split. (3) Transaction costs primarily relate to bank fees and professional fees associated with legal counsel. The purchase price for the Merger was allocated to the assets acquired and liabilities on a relative fair value basis as follows (in thousands) Assets: Cash and cash equivalents $ 9,226 Accounts receivable 100 Prepaid expenses and other current assets 176 Property and equipment, net 65 Restricted cash 50 In-process research and development 18,860 Liabilities: Accounts payable ( 296 ) Accrued expenses and other current liabilities ( 1,547 ) Deferred revenue ( 442 ) Total purchase price $ 26,192 The acquired in-process research and development assets relate to three product candidates. Due to the early stages of development of these assets at the date of acquisition, it was not probable that there was future economic benefit from the assets and there was no alternative future use associated with the assets. Accordingly, the acquired IPR&D was expensed in the consolidated statement of operations for the year ended December 31, 2022. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The carrying amounts of the Company’s financial instruments, including cash, restricted cash, and accounts payable, approximate fair value due to the short-term nature of those instruments. 2022 & 2020 Notes Payable The Company elected the fair value option to account for certain convertible notes payable and notes payable, referred to as the 2022 convertible notes, 2020 convertible notes and 2020 notes (see Note 6), respectively, and collectively the 2022 & 2020 notes payable. The 2020 convertible notes and 2020 notes are referred to as the 2020 notes payable. Upon the closing of the Merger in December 2022, the 2022 convertible notes and 2020 convertible notes were settled with shares of the Company’s common stock (see Note 6). 2022 Convertible Notes February 2022 and April 2022 Convertible Notes The 2022 convertible notes issued in February 2022 and April 2022 were valued using a scenario-based analysis and a discounted cash flow model. Two primary scenarios were considered: the qualified financing scenario and the automatic conversion scenario. The value of these 2022 convertible notes under each scenario was probability weighted to arrive at the estimated fair value for the notes. The qualified financing scenario considers the value impact of conversion at the stated discount to the issue price if the Company completes a qualifying financing event before the maturity date. The automatic conversion scenario estimates the timing of such conversion. The significant unobservable inputs used in the fair value measurement of these 2022 convertible notes during 2022 prior to settlement in December 2022 were as follows: discount rate ranging from 33.6 % to 41.2 %, timing of the qualified financing ranging from 0.2 years to 0.6 years, timing of the automatic conversion scenario ranging from 0.4 years to 1.0 year, probability of a qualified financing ranging from 80 % to 90 % and probability of automatic conversion ranging from 10 % to 20 %, which resulted in a fair value of these 2022 convertible notes ranging from $ 4.8 million to $ 5.3 million. August 2022, September 2022 and October 2022 Convertible Notes The Company also issued 2022 convertible notes in August 2022, September 2022 and October 2022 that were issued and accounted for at fair value (see Note 6). The significant unobservable inputs used in the fair value measurement of these 2022 convertible notes from inception prior to settlement in December 2022 were as follows: discount rate of 41.2 %, timing of the repayment scenario based on contractual maturity date of 2.0 years and timing of the automatic conversion scenario of 0.2 years, which resulted in a fair value of these 2022 convertible notes of $ 0.8 million. 2020 Convertible Notes The 2020 convertible notes were valued using a scenario-based analysis and a discounted cash flow model. Two primary scenarios were considered: the qualified financing scenario and the repayment scenario. The value of the 2020 convertible notes under each scenario was probability weighted to arrive at the estimated fair value for the notes. The qualified financing scenario considers the value impact of conversion at the stated discount to the issue price if the Company completes a qualifying financing event before the maturity date. The repayment scenario considers payment of principal at the contractual maturity dates. The significant unobservable inputs used in the fair value measurement of the 2020 convertible notes during 2022 prior to settlement in December 2022 were as follows: discount rate ranging from 11.3 % to 41.2 %, timing of the qualified financing ranging from 0.2 years to 0.75 years, timing of the repayment scenarios based on contractual maturity dates ranging from 0.25 years to 1.25 year, probability of a qualified financing ranging from 80 % to 90 % and probability of repayment ranging from 10 % to 20 %, which resulted in a fair value range for the 2020 convertible notes of $ 11.3 million to $ 16.2 million. The significant unobservable inputs used in the fair value measurement of the 2020 convertible notes for the year ended December 31, 2021 were as follows: discount rate ranging from 11.3 % to 11.7 %, timing of the qualified financing ranging from 0.75 years to 1.75 years, timing of the repayment scenarios based on contractual maturity dates ranging from 0.75 years to 2.25 years, probability of a qualified financing of 80 % and probability of repayment of 20 %, which resulted in a fair value of the 2020 convertible notes ranging from $ 15.2 million to $ 16.2 million. 2020 Notes The 2020 notes were valued using a discounted cash flow model based on the contractual payment dates, a discount rate and the contractual maturity date. The significant unobservable inputs used in the fair value measurement of the 2020 notes for the year ended December 31, 2022 were as follows: discount rate ranging from 11.3 % to 41.2 % and contractual payment dates ranging from 0.1 years to 1.8 years, which resulted in a fair value range for the 2020 notes of $ 0.2 million to $ 1.6 million. The significant unobservable inputs used in the fair value measurement of the 2020 notes for the year ended December 31, 2021 were as follows: discount rate ranging from 11.3 % to 11.7 % and contractual payment dates ranging from 0.1 years to 2.4 years, which resulted in a fair value of the 2020 notes ranging from $ 1.6 million to $ 2.9 million. The following table provides a summary of the changes in the fair value of the Company’s 2022 & 2020 notes payable measured using Level 3 inputs: Years Ended December 31, 2022 2021 (in thousands) Balance at beginning of period $ 17,830 $ 18,102 Issuance of 2022 convertible notes 6,746 — Change in fair value of 2022 & 2020 notes payable 15,280 1,142 Change in fair value of debt extinguishment ( 673 ) — Partial settlement of 2020 notes payable ( 4,000 ) — Settlement of 2022 & 2020 notes payable ( 34,964 ) ( 1,414 ) Balance at end of period $ 219 $ 17,830 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2022 | |
Statement Of Financial Position [Abstract] | |
Balance Sheet Components | 5. Balance Sheet Components Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2022 2021 (in thousands) Laboratory equipment $ 779 $ 1,058 Computer and software 73 68 Leasehold improvements 14 14 Total property and equipment 866 1,140 Less: Accumulated depreciation and amortization 617 951 Total property and equipment, net $ 249 $ 189 Depreciation and amortization expense was $ 0.1 million for the years ended December 31, 2022 and 2021. The Company has acquired certain laboratory equipment under agreements that are classified as finance leases. The carrying value of the equipment under finance leases included in the balance sheet as property and equipment was $ 0.1 million as of December 31, 2022 and 2021, net of accumulated depreciation. The Company disposed of $ 0.4 million fully depreciated assets for the year ended December 31, 2022. Rights from Private Placement In connection and concurrently with the execution of the Merger Agreement, on June 5, 2022, the Company entered into a financing agreement, as amended on October 24, 2022, December 5, 2022 and March 29, 2023, to sell shares of the Company’s common stock in a private placement in equity (the “Private Placement”). The first closing of the Private Placement closed on December 16, 2022, and the Company issued 649,346 shares of its common stock and received net proceeds of $ 7.4 million. The second closing of the Private Placement for an aggregate purchase price of $ 22.5 million is expected to occur on May 31, 2023. With respect to the second closing, the Company is obligated to sell and issue a number of shares of its common stock and the investors are obligated to buy such shares by the specified date and price equal to the volume-weighted average price of Company common stock for the five trading days prior to May 31, 2023 (“VWAP”) plus 10% of the VWAP. The Company has recorded a $ 2.3 million rights from Private Placement asset as of December 31, 2022 for the future right associated with the second closing. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of the periods presented: December 31, 2022 2021 (in thousands) Professional services $ 2,176 $ 99 Compensation and benefits 745 790 Accrued clinical trial and preclinical costs 404 641 Accrued interest 132 280 Other 70 32 Total accrued expenses and other current liabilities $ 3,527 $ 1,842 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Note Payable | 6. Notes Payable Notes payable outstanding consisted of the following as of the periods presented: December 31, 2022 December 31, 2021 Principal Fair Value Principal Fair Value (in thousands) Convertible notes payable: 2020 convertible notes $ — $ — $ 13,800 $ 16,244 Notes payable: 2020 notes 250 219 1,550 1,586 Other notes payable 379 379 1,460 1,460 Small Business Administration loan 150 150 150 150 Total notes payable $ 779 748 $ 16,960 19,440 Less: current portion — ( 9,996 ) Notes payable, net of current portion $ 748 $ 9,444 The Company elected the fair value option for the 2022 convertible notes, 2020 convertible notes and 2020 notes (see Note 4). Upon the closing of the Merger in December 2022, the 2022 convertible notes and 2020 convertible notes were settled with shares of the Company’s common stock as discussed below. The other notes payable approximate their fair value because interest rates are at prevailing market rates. Expected future minimum principal payments under the Company’s notes payables as of December 31, 2022 were as follows: Total (in thousands) Years 2023 $ — 2024 629 2025 — 2026 — 2027 2 Thereafter 148 Total notes payable $ 779 Less: current portion — Notes payable, net of current portion $ 779 2022 Convertible Notes In February 2022 and April 2022, the Company raised $ 4.8 million in total from two investors, including one investor that was previously a related party at the time of investment, pursuant to convertible notes purchase agreements (see Note 15). These 2022 convertible notes purchase agreements provided that the notes mature upon demand of the holder at any time 24 months after the date of issuance and pay a 6 % interest. Additionally, these 2022 convertible notes automatically would convert into the Company’s non-voting common stock at 85 % of the then current share price on the earlier of (i) the date that is 12 months from the date of issuance, or (ii) at a public market event such as an initial public offering or merger. These 2022 convertible notes also allowed for optional conversion at any time during the 12-month period after issuance and could be repaid at any time without penalty. The use of proceeds could be used to repay other debt obligations and for general corporate use. In August 2022, September 2022 and October 2022, the Company raised $ 1.9 million in total from several investors, pursuant to convertible notes purchase agreements, which were issued at fair value. Three investors were also issued 5,000 warrants to purchase shares of the Company’s non-voting common stock (see Note 9) with a fair value of $1 46,000 upon issuance that qualified for equity classification and were accounted for as interest expense. These convertible notes purchase agreements provide that the 2022 convertible notes mature upon demand of the holder at any time 24 months after the date of issuance and pay a 6 % interest. Additionally, these 2022 convertible notes would automatically convert into the Company’s non-voting common stock at the lesser of (a) $ 1.61 per share or (b) 85 % of the then current share price on the earlier of (i) the date that is 12 months from the date of issuance, or (ii) a change of control event such as a merger, consolidation or other capital reorganization or business combination. These 2022 convertible notes also allowed for optional conversion at any time during the 12-month period after issuance and could be repaid at any time without penalty. The use of proceeds could be used to repay other debt obligations and for general corporate use. In October 2022 and December 2022, the 2022 convertible notes were amended to provide (i) that the conversion price would be equal to the conversion amount divided by $ 0.995 upon automatic conversion and (ii) for the issuance of 55,000 warrants to purchase shares of the Company’s non-voting common stock (see Note 9), with exercise contingent upon the Merger closing, including to one investor that was previously a related party (see Note 15), with a fair value of $ 1.5 million upon issuance. The Company determined the contingent exercise provision was indexed to the Company’s operations and the warrants qualified for equity classification. As the 2022 convertible notes were accounted for under the fair value option, all lender fees, including the cost of the warrants, were expensed as incurred. Upon the closing of the Merger, the outstanding principal and accrued interest under the 2022 convertible notes was $ 6.8 million, with a fair value of $ 13.0 million, and was settled by issuing 471,000 shares of the Company’s non-voting common stock. The 2022 convertible notes were fair valued immediately prior to settlement based on the Company’s market stock price of the shares issued on the date the Merger closed, such that there was no gain or loss recognized upon extinguishment. 2020 Convertible Notes In October 2020, the Company refinanced certain convertible notes payable or the 2020 convertible notes, with an aggregate principal amount of $ 13.8 million with various investors that are related parties (see Note 13). The interest rate was reduced on the 2020 convertible notes from 16.0 % to 6.0 % from October 2020 to until the earlier of (i) the Company raises at least $ 25.0 million in a single transaction or series of transactions after October 2020 and (ii) the original maturity date of December 31, 2021, after which the interest rate increases 16.0 %. The outstanding principal is due upon demand of the majority of the lenders with respect to (i) 50% on or after nine months after the original maturity date, September 30, 2022 , and (ii) 50% on or after fifteen months after the original maturity date, March 31, 2023 . The Company may prepay the 2020 convertible notes at any time without penalty. Upon default the lenders may apply a default interest rate of 20 % and accelerate all amounts due upon bankruptcy. Repayment of the principal amount is required on a pro rata basis should the Company receive excess proceeds from (i) commercial revenues exceeding $ 3.0 million in any 12-month period and (ii) the Company receives any funding proceeds from a capital financing transaction. The holders may at any time convert the 2020 convertible notes into shares of the Company’s non-voting common stock at a conversion price equal to 85 % of the then-fair value of non-voting common stock but not less than $ 0.50 per share. In February 2022, the Company made a $ 4.0 million cash payment of principal to one of its creditors that is a related party (see Note 15) as a partial repayment for a note issued pursuant to the 2020 convertible notes and recognized a $ 0.7 million gain on extinguishment. In December 2022, the 2020 convertible notes were amended to provide for automatic conversion upon a merger at a conversion price equal to the conversion amount divided by $0.995. Upon the closing of the Merger, the outstanding principal and accrued interest under the 2020 convertible notes was $ 10.9 million, with a fair value of $ 21.8 million, and was settled by issuing 754,000 shares of the Company’s non-voting common stock, including with related parties (see Note 15). The 2020 convertible notes were fair valued immediately prior to settlement based on the Company’s market stock price of the shares issued on the date the Merger closed, such that there was no gain or loss recognized upon extinguishment. 2020 Notes In October 2020, the Company refinanced certain notes payable (the “2020 notes”), with an aggregate principal amount of $ 3.0 million with various investors, including one investor that is a related party (see Note 13). The interest rate was reduced on the 2020 notes from 16.0 % to 6.0 % from October 2020 until the earlier of (i) the Company raises at least $ 25.0 million in a single transaction or series of transactions after October 2020 and (ii) the original maturity dates (that is, various dates in the first quarter of 2022), after which the interest rate increases to 16.0 %. The outstanding principal is due upon demand of the majority of the lenders with respect to (i) 50 % on or after nine months after the original maturity date (or on or after various dates in the fourth quarter of 2022) and (ii) 50 % on or after fifteen months after the original maturity date (or on or after various dates in the second quarter of 2023). The Company may repay the 2020 notes at any time without penalty. Upon bankruptcy the lender can accelerate all amounts due immediately. In August 2021 and September 2021, outstanding principal and accrued interest under the 2020 notes with a fair value of $ 0.9 million was settled by issuing 33,000 shares of the Company’s non-voting common stock at fair value (based on a recent valuation) to the holders. As the 2020 notes were valued pursuant to the fair value election, an immaterial gain was recognized upon extinguishment. In August 2022, the Company settled $ 1.4 million in outstanding principal and accrued interest, including with a person that was a related party at the time of conversion (see Note 15) by issuing 59,000 shares of the Company’s non-voting common stock at a 15 % discount, recognizing a $ 0.2 million loss upon extinguishment. The Company extended the maturity date for the remaining 2020 Notes with a principal balance of $ 0.25 million to July 31, 2024 and reduced the interest rate to 6 %, which was accounted for as a modification. Other Notes Payable The Company issued several other notes payable in 2019 and early 2020 at a 12.0 % interest rate per annum, with the principal amounts due in full at maturity and interest due monthly or quarterly. The other notes payable were due to mature at various dates between December 2020 through early 2022. The other notes payable were amended in October 2020 to increase the interest rate to 13.0 % and extend the maturity date to be on demand by a majority of the holders on or after April 7, 2022, which resulted in a modification of the other notes payable. The Company may prepay the other notes payable at any time without penalty. In June 2021 and July 2021, outstanding principal and accrued interest under the other notes payable of $ 1.4 million was settled by issuing 52,000 shares of the Company’s non-voting common stock at fair value (based on a recent valuation) to the holders. As the other notes payable approximated to their fair value, no gain or loss was recognized upon extinguishment. In February 2022 and April 2022, outstanding principal and accrued interest under the other notes payable of $ 0.3 million was settled by issuing 2,400 shares of the Company’s voting common stock and 8,500 shares of the Company’s non-voting common stock at fair value (based on a recent valuation) to the holders. As the other notes payable approximated to their fair value, no gain or loss was recognized upon extinguishment. In June 2022, the Company settled $ 1.0 million in outstanding principal and accrued interest by issuing 43,000 shares of the Company’s non-voting common stock at a 15 % discount, recognizing a $ 0.2 million loss on extinguishment. The Company extended the maturity date for the remaining other notes payable with a principal balance of $ 0.4 million to June 30, 2024 and decreased the interest rate to 6.0 % interest, which was accounted for as a modification. Small Business Administration Loan In August 2020, the Company received a U.S. Small Business Administration (“SBA”) loan of $ 150,000 at a 3.75 % interest rate and maturing in August 2050 . Repayments of principal are due monthly beginning in June 2027 and interest is due monthly. Paycheck Protection Program Loan In February 2021, the Company received loan proceeds of $ 0.8 million from a qualified lender under the Paycheck Protection Program (the “PPP Loans”) established under the CARES Act and guaranteed by the SBA, which the Company elected to treat as borrowings. The PPP Loans were unsecured and bore a fixed interest rate of 1.0 % per annum and were scheduled to mature in April 2022 . Forgiveness of the PPP Loans was available for both principal and interest if used for the limited purposes that expressly qualify for forgiveness under SBA requirements. In May 2021 and October 2021, the Company was notified by its qualified lender that the Company’s forgiveness applications were accepted by the SBA. Accordingly, during the year ended December 31, 2021 , the Company recognized a $ 0.9 million gain on debt extinguishment in its consolidated statement of operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Leases Operating Lease The Company leases office and laboratory premises in Seattle, Washington pursuant to a lease agreement that commenced in April 2011 and expires in July 2024 . The agreement requires monthly lease payments, is subject to annual rent escalations during the lease term, and contains two five-year options to extend the lease term. In June 2020, the Company amended the lease agreement to reduce the leased space for the premises from approximately 22,064 square feet to approximately 14,870 square feet, which was accounted for as a lease modification and partial termination of the lease. Under the lease agreement, the Company is required to pay certain operating costs, in addition to rent, such as common area maintenance, taxes, utilities and insurance. Such additional charges are considered variable lease costs and are recognized in the period in which they are incurred. Rent expense for the year ended December 31, 2022 was $ 0.9 million and variable costs were $ 0.5 million. Rent expense for the year ended December 31, 2021 was $ 0.8 million and variable costs were $ 0.4 million. The Company’s operating leases include various covenants, indemnities, defaults, termination rights, security deposits and other provisions customary for lease transactions of this nature. Future undiscounted payments due under the operating lease as of December 31, 2022 were as follows: Years (in thousands) 2023 $ 937 2024 561 Total undiscounted lease payments 1,498 Less: Imputed interest ( 108 ) Operating lease liability 1,390 Less: Operating lease liability, current portion ( 843 ) Operating lease liability, net of current portion $ 547 Supplemental information on the Company's operating leases was as follows: December 31, 2022 2021 Cash paid for operating lease agreement (in thousands) $ 909 $ 883 Remaining lease term (in years) 1.6 2.6 Incremental borrowing rate 10 % 10 % The Company subleases portions of its premises in Seattle to third parties. Under the first sublease agreement, which commenced in December 2017, the Company subleases approximately 1,850 square feet. In October 2020 the sublease expiration date was extended from December 2020 to December 2022. In September 2022, the sublease expiration date was extended from December 2022 to December 2023. Under the second sublease agreement, which commenced in January 2019 and expired in June 2020, the Company subleased approximately 7,194 square feet. Sublease income was $ 0.2 million for the year ended December 31, 2022 and $ 0.1 million for the year ended December 31, 2021 and recorded within operating expenses. As of December 31, 2022, the total minimum rentals to be received under the remaining noncancelable sublease was $ 0.1 million. Finance Leases Future undiscounted payments due under finance lease liabilities as of December 31, 2022 were as follows: Years (in thousands) 2023 $ 50 2024 50 2025 32 2026 9 Total undiscounted lease payments 141 Less: Imputed interest ( 18 ) Financing lease liabilities 123 Less: Financing lease liabilities, current portion ( 40 ) Financing lease liabilities, net of current portion $ 83 Supplemental information on the Company’s financing leases was as follows (cash paid for finance lease agreements was not material): December 31, 2022 2021 Weighted average remaining lease term (in years) 3.2 3.8 Incremental borrowing rate 9.3 % 9.4 % Indemnification In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted under the Delaware General Corporation Law. The Company currently has directors’ and officers’ insurance. Other Commitments The Company has various manufacturing, clinical, research and other contracts with vendors in the conduct of the normal course of its business. Such contracts are generally terminable with advanced written notice and payment for any products or services received by the Company through the effective time of termination and any noncancelable and nonrefundable obligations incurred by the vendor at the effective time of the termination. In the case of terminating a clinical trial agreement at a particular site, the Company would also be obligated to provide continued support for appropriate medical procedures at that site until completion or termination. Executive Employment Agreements Effective September 20, 2022, the Company entered into an at-will employment agreement (“Baker Employment Agreement”) with Keith Baker, its Chief Financial Officer; and effective September 28, 2022, the Company entered into at-will employment agreements (together with the Baker Employment Agreement, the “Executive Employment Agreements”) with Shawn Iadonato, its Chief Executive Officer, Craig Philips, its President and Pauline Kenny, its General Counsel. The Executive Employment Agreements provide that, if the executive’s employment is terminated without Cause (as defined in the Executive Employment Agreements) or the executive resigns for Good Reason (as defined in the Executive Employment Agreements), provided that the executive signs the Release (as defined in the Executive Employment Agreement), the executive will be entitled to (i) accrued compensation, (ii) 39 weeks of pay (52 weeks in the case of Chief Executive Officer) (currently estimated at approximately $ 1.0 million in the aggregate), (iii) nine (9) months of COBRA benefits (12 months in the case of Chief Executive Officer) for executive and eligible dependents, and (iv) three (3) additional months of vesting of unvested and outstanding equity awards. If executive’s employment is terminated without Cause or the executive resigns for Good Reason within the Change in Control Protection Period (as defined in the Executive Employment Agreements), then in addition to (i)-(iv) above, executive will receive current year pro-rated cash bonus. |
Strategic License Agreements
Strategic License Agreements | 12 Months Ended |
Dec. 31, 2022 | |
License Agreements Disclosure [Abstract] | |
Strategic License Agreements | 8. Strategic License Agreements Anti-VISTA Antibody Program License Agreement In connection with the Company’s research into innovative immuno-oncology drug targets, the Company acquired rights to a group of fully human antibodies from Gigagen, Inc., a wholly owned subsidiary of Grifols, S.A. (“Gigagen”). Pursuant to a material transfer agreement with Gigagen dated August 2019 (the “2019 MTA”), the Company performed research activities to assess Gigagen’s anti-VISTA antibodies. Under an option and license agreement effective as of August 10, 2020, and as amended in November 2020, the parties agreed to terminate the 2019 MTA and Gigagen granted the Company a research license to continue additional evaluation of certain anti-VISTA antibodies. Gigagen also granted the Company an exclusive option to obtain an exclusive license to develop, manufacture and commercialize certain anti-VISTA antibodies during the option term commencing on the effective date and ending on December 31, 2020. The option and license agreement provides for a payment to Gigagen of $ 0.2 million within five days after the effective date. In addition, upon the Company’s exercise of its option during the option term, within 60 days after such date the Company is obligated to, among other things, (i) pay Gigagen an upfront option exercise fee of $ 0.4 million, and (ii) issue Gigagen non-voting common stock of the Company having an aggregate then-current fair market value of $ 0.25 million. The Company is also obligated to pay Gigagen (i) development and regulatory milestones up to an aggregate of $ 20.3 million based on achievement of certain predetermined milestones, (ii) sales milestones up to an aggregate of $ 8.0 million based on net sales thresholds, and (iii) royalties in the low-single digits on net sales for each licensed product sold by the Company during the term of the agreement. The Company accounted for the acquisition of rights as an asset acquisition because it did not meet the definition of a business. The Company recorded the upfront payment to Gigagen as research and development expense in the consolidated statements of operations because the acquired rights represented in-process research and development that have no alternative future use. From inception of the 2019 MTA through December 31, 2022 , no ne of the milestones have been achieved and no royalties were due under the agreement. Anti-CD27 Agonist Antibody Program License Agreement In connection with the Company’s research into innovative immuno-oncology drug targets, the Company acquired rights to a group of fully human antibodies from Gigagen directed to CD27. Pursuant to a material transfer agreement with Gigagen dated October 28, 2020, as amended in April 2021 (the “2020 MTA”), the Company performed research activities to assess Gigagen’s anti-CD27 agonist antibodies. Under an option and license agreement effective as of June 9, 2021, as amended in August 2022, the parties agreed to terminate the 2020 MTA, Gigagen granted the Company a research license to continue additional evaluation of certain anti-CD27 agonist antibodies and also granted the Company an exclusive option to obtain an exclusive license to develop, manufacture and commercialize certain antibodies targeting CD27 during the option term commencing on the effective date and ending on December 31, 2022. The option and license agreement provides for the Company to pay Gigagen (i) an insignificant exclusivity payment within 60 days after the effective date, and (ii) an insignificant evaluation payment due by March 16, 2022. In addition, upon the Company’s exercise of its option, within 60 days after such option exercise date, the Company is obligated to, among other things, (i) pay Gigagen an upfront option exercise fee of $ 0.4 million, and (ii) issue Gigagen non-voting common stock of the Company having an aggregate then-current fair market value of $ 0.25 million. The Company is also obligated to pay Gigagen (i) development and regulatory milestones up to an aggregate of $ 20.0 million based on achievement of certain predetermined milestones, (ii) sales milestones up to an aggregate of $ 8.0 million based on net sales thresholds, and (iii) royalties in the low-single digits on net sales for each licensed product sold by the Company during the term of the agreement. The Company accounted for the acquisition of rights as an asset acquisition because it did not meet the definition of a business. From inception of the 2020 MTA through December 31, 2022 , no ne of the milestones have been achieved and no royalties were due under the agreement. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | 9. Stockholders’ Equity Warrants to Purchase Common Stock As of December 31, 2022, the Company has issued and outstanding warrants to purchase shares of the Company’s common stock as follows, which all met the condition for equity classification (in thousands): Year Expiration Number Issued Exercised Cancelled/Expired Number Range of 2013 April - 2023 12 — — — 12 $ 10.17 2017 November 2023 - June 2025 203 — ( 20 ) ( 52 ) 131 $ 0.14 - $ 21.80 2019 March 2025 - April 2027 50 — ( 5 ) ( 1 ) 44 $ 0.14 - $ 21.80 2020 June 2023 - October 2023 73 — ( 28 ) — 45 $ 0.14 - $ 26.88 2022 August 2025 - December 2029 — 716 — ( 415 ) 301 $ 0.14 - $ 168.35 Total number of shares 338 716 ( 53 ) ( 468 ) 533 In August 2022, the Company issued 2,000 warrants with a fair value of $ 62,000 to purchase share of its common stock for professional services that was recorded as compensation within general and administrative expense. In September 2022 and October 2022, the Company issued 5,000 warrants to purchase shares of its common stock in connection with the issuance of its 2022 convertible notes and in October 2022 and December 2022, the Company issued 55,000 warrants to purchase shares of its common stock in connection with amendments to its 2022 convertible notes (see Note 6). The Company recorded non cash interest expense of $ 1.6 million on the statement of operations. In October 2022, the Company issued 415,000 warrants to purchase shares of the Company’s non-voting common stock to investors in the Private Placement, each at an exercise price of $ 0.14 , with exercise contingent upon the Merger closing and exercisable following the first closing of the Private Placement. These warrants were subsequently cancelled in December 2022 upon amendment of the Securities Purchase Agreement. In December 2022, the Company issued 121,000 warrants to purchase shares of its common stock to existing stockholders, each at an exercise price of $ 0.14 , with exercise contingent upon the Merger closing. The Company determined that the contingent exercise provision was indexed to the Company’s operations and the warrants qualified for equity classification. As the warrants issued to the certain existing stockholders results in value being transferred, the Company recorded warrant expense of $ 3.3 million within other income and (expense) on the statement of operations. In December 2022, the Company issued 104,000 warrants to purchase shares of its common stock in connection with the Private Placement (see below). Upon completion of the Merger in December 2022, the Company issued 14,000 warrants to purchase shares of its common stock to former Yumanity warrant holders. During 2022, the Company issued 53,000 shares of its common stock upon exercise of warrants and received proceeds of $ 0.1 million. The exercise prices ranged from $ 0.14 to $ 26.88 . Common Stock Upon completion of the Merger in December 2022, the number of authorized shares of common stock of the Company was adjusted to 125,000,000 with a par value of $ 0.001 and all non-voting shares became voting shares. As of December 31, 2022 , there were 8,318,000 shares issued and outstanding. Common stock reserved for future issuance consisted of the following as the period presented: December 31, (in thousands) Shares reserved for stock options and restricted stock units to purchase 908 Shares reserved for future issuance of equity awards 135 Shares reserved for exercise of warrants 533 Total 1,576 For the year ended December 31, 2022 , the Company issued 58,000 shares of its common stock to individual investors, raising net proceeds of $ 1.6 million, excluding the Private Placement (see below). For the year ended December 31, 2021 , the Company issued 647,000 shares of its common stock to investors, raising net proceeds of $ 16.7 million. Private Placement The Private Placement (see Note 1) provides for the issuance of shares of the Company’s common stock in two closings, one of which occurred immediately following the closing of the Merger and one of which is expected to occur on May 31, 2023. The first closing of the Private Placement occurred on December 16, 2022 and the Company issued 649,346 shares of its common stock and received net proceeds of $ 7.4 million to investors that are related parties (see Note 15). In connection with the Private Placement in December 2022, the Company issued 104,000 warrants to purchase shares of the Company’s non-voting common stock to investors in the Private Placement, each at an exercise price of $ 0.14 , with exercise contingent upon the Merger closing and exercisable following the first closing of the Private Placement. The Company determined the contingent exercise provisions were indexed to the Company’s operations and the warrants qualified for equity classification. The second closing of the Private Placement is expected to occur on May 31, 2023, at which time the Company will be obligated to issue a number of shares of its common stock based on the aggregate purchase price of $ 22.5 million divided by the purchase price equal to (a) the volume-weighted average price of Company common stock for the five trading days prior to May 31, 2023 (“VWAP”), plus (b) 10% of the VWAP. The Company determined that its obligation to issue additional shares of its common stock in the second closing at a premium to the VWAP was a freestanding financial instrument and a future right, which is subject to fair value. Accordingly, at inception the future right was recorded as an other asset in the Company’s consolidated balance sheet at its fair value equal to 10% of the second closing amount, or $ 2.3 million. The remaining proceeds from the first closing were allocated to the shares of common stock issued in the first closing and to the warrants as such instruments are equity-classified. The future right is subject to remeasurement at each reporting date, however, as the fair value will always equal 10% of the value of the future second closing until settlement, no changes in fair value are expected to be recorded in the Company’s consolidated statements of operations. The Company incurred insignificant issuance costs related to the Private Placement. |
Grants Agreements
Grants Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Research And Development [Abstract] | |
Grant Agreements | 10. Grant Agreements National Institutes of Health The Company has been awarded several grants from the National Health Institutes (the “NIH”), a federal medical research agency supporting scientific studies. The Company was awarded a grant from the NIH to support the Company’s research studies for arenavirus hemorrhagic fever of $ 1.1 million for the budget period January 2021 to December 2021. In March 2020, the Company was awarded a grant from the NIH to support the Company’s research studies for cancer immuno-therapies of $ 0.8 million for the budget period April 2020 to March 2021. These grants were awarded based on budgeted direct and indirect costs for each study. The funds may only be used for the budgeted costs as allowable under certain government regulations and NIH’s policy and compliance requirements, subject to government audit. Payments received in advance that are related to future research activities are deferred and recognized as revenue as the research and development activities are performed. The Company recognized grant revenue from federal agencies of $ 0.9 million for the year ended December 31, 2022 , and $ 1.2 million for the year ended December 31, 2021 . |
Licensing Revenue Agreement
Licensing Revenue Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Revenue Recognition And Deferred Revenue [Abstract] | |
Licensing Revenue Agreement | 11. Licensing Revenue Agreement The following table shows the activity for the Company’s licensing revenue agreements and deferred revenue (in thousands): December 31, 2022 2021 (in thousands) Balance as of beginning of period $ 1,041 $ 8,924 Increase due to acquisition 442 — Decrease for provision of research services ( 1,041 ) ( 7,883 ) Balance as of end of period $ 442 $ 1,041 Merck & Co., Inc. In connection with the Merger, the Company became the successor in interest to an exclusive license and research collaboration agreement (the “Merck Collaboration Agreement”) with Merck & Co., Inc. to support research, development and commercialization of products for treatment of amyotrophic lateral sclerosis and frontotemporal lobar dementia. As of December 31, 2022, the Company had $ 0.4 million in deferred revenue under the Merck Collaboration Agreement. Genentech, Inc. In April 2018, the Company entered into an exclusive option and license agreement with Genentech, as amended in November 2019 and October 2020 (such agreement, as amended, the “Genentech Agreement”), to develop the Company’s α9/α10 nicotinic acetylcholine receptor (“nAChR”) antagonists for the treatment of chronic pain. Pursuant to the Genentech Agreement, the Company out-licensed certain intellectual property rights to Genentech for the Company’s KCP506 program. KCP506 is an α9α10 nAChR antagonist developed by KCP for the treatment of neuropathic pain and neurogenic inflammation.The terms of the Genentech Agreement incorporated a collaborative research program, which included an initial research plan, investigational new drug (“IND”) filing activities, and Phase I clinical trial development plan. The Company was primarily responsible for performing development activities under the initial research plan and each party agreed to bear its own costs. Genentech had an option to license the Company’s intellectual property, including assets developed during the collaboration research program. The option period commenced on the effective date of the agreement, April 2018, and would expire (i) three months after the Company delivered to Genentech the IND filing package for a product incorporating the first molecule; or (ii) if an additional extension payment were provided, four months after the Company delivered to Genentech the Phase I data package for such product. If Genentech exercised the option, Genentech would be responsible for further development and commercialization. As of December 31, 2022 , pursuant to the Genentech Agreement, the Company has received from Genentech $ 10.4 million in upfront non-refundable payments prior to 2020 and an $ 11.0 million additional extension payment in 2020. The Company identified one performance obligation at inception of the contract consisting of the license granted to Genentech, combined with the related research services for delivery of an IND filing package. The transaction price was determined to be $ 10.4 million, which consisted of the upfront payments related to the single combined performance obligation and revenue was recognized over the research term, using a cost-based input method. The Company recognized license revenue over time of $ 1.0 million under the Genentech Agreement with Genentech for the year ended December 31, 2022 , and $ 6.5 million for the year ended December 31, 2021. There was no deferred revenue related to this license as of December 31, 2022. As of December 31, 2021, deferred revenue relates to payments received from Genentech in 2020, which are classified as current because it was expected that the amounts would be recognized within one year from the balance sheet date. On December 27, 2022, the Company through its subsidiary KCP, received written notice from Genentech of its termination of the Genentech Agreement. The termination of the Genentech Agreement does not affect the development of any of the Company’s core oncology products, and no revenue or expenses from the Genentech Agreement were expected for the years ending December 31, 2023 or 2024. The Company intends to evaluate strategic alternatives for the development of this program. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation 2008 Equity Incentive Plan The Company’s 2008 Equity Incentive Plan (the “2008 Plan”) provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards and restricted stock units to employees and non-employee service providers of the Company. Under the 2008 Plan, the exercise price of stock options granted were at 100 % of the estimated fair market value of the Company’s common stock on the date of grant and the contractual term of stock options granted were between five and ten years. Options become vested and, if applicable, exercisable based on terms determined by the Company’s board of directors or other plan administrator on the date of grant, which is continued employment or service as defined in each option agreement. In 2018, the 2008 Plan expired and only stock options granted prior to the 2008 Plan expiration remain outstanding as of December 31, 2022. 2010 Equity Incentive Plan The Company’s 2010 Equity Incentive Plan (the “2010 Plan”) provided for the grant of incentive stock option, non-statutory stock options, stock appreciation rights, restricted stock awards and restricted stock unit awards to employees and non-employee service providers of the Company. Under the 2010 Plan, the exercise price of stock options granted were at 100 % of the estimated fair market value of the Company’s common stock on the date of grant and the contractual term of stock options granted did not exceed ten years. Options become vested and, if applicable, exercisable based on terms determined by the Company’s board of directors or other plan administrator on the date of grant, which is continued employment or service as defined in each option agreement. Stock appreciation rights (“SARs”) provide a participant with the right to receive the aggregate appreciation in stock price over the market price of the Company’s common stock at the date of grant, payable in cash. The rights granted have varying vesting terms, including SARs that vest immediately on the grant date and upon satisfaction of the service-based requirement, typically three to five years. The maximum fair value is limited to four times the exercise price. In February 2020, the 2010 Plan expired and only stock options granted prior to the expiration remain outstanding as of December 31, 2022. During October 2022, three employees exercised 5,000 SARs and received cash payments of $ 47,000 . As of December 31, 2022, there were no SARs outstanding. As of December 31, 2021, there were 5,000 SARs outstanding with a SARs liability of $ 28,000 . 2020 Equity Incentive Plan The Company’s 2020 Equity Incentive Plan (the “2020 Plan”) authorizes the grant of equity awards for up to 206,000 shares of the Company’s voting common stock and 206,000 of the Company’s non-voting common stock. The 2020 Plan provides for the grant of incentive stock options, non-statutory stock options and restricted stock to employees and non-employee service providers. Under the 2020 Plan, the contractual term of stock options shall not exceed ten years and the exercise price of stock options granted shall not be less than 100 % of the estimated fair market value of the Company’s common stock on the date of grant. However, the exercise price of incentive stock options granted to a 10% stockholder shall not be less than 110% of the fair market value of the common stock on the date of grant and the contractual term shall not exceed ten years. Options become vested and, if applicable, exercisable based on terms determined by the Company’s board of directors or other plan administrator on the date of grant, which is continued employment or service as defined in each option agreement. Restricted stock has vesting terms that vest immediately on the grant date or upon satisfaction of the service-based requirement, typically four years or the performance-based requirement. The Company has a repurchase right exercisable upon termination of continuous service with respect to restricted stock for any shares that are issued and unvested. In December 2022, the 2020 Plan expired and only stock options granted prior to the 2020 Plan expiration remain outstanding as of December 31, 2022. 2022 Equity Incentive Plan In December 2022, the Company approved the 2022 Equity Incentive Plan (the “2022 Plan”). The 2022 Plan provides for the grant of incentive stock option, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights (“SARs”), performance units and performance shares to employees, directors and independent contractors of the Company. Under the 2022 Plan, the exercise price of stock options grants shall be at 100 % fair market value of the Company’s common stock on the date of grant and the contractual term of stock options granted shall not exceed ten years. Options become vested and, if applicable, exercisable based on terms determined by the Company’s board of directors or other plan administrator on the date of grant, which is continued employment or service as defined in each option agreement. SARs provide a participant with the right to receive the aggregate appreciation in stock price over the market price of the Company’s common stock at the date of grant, payable in cash or in shares of equivalent value. Stock Option Activity The following table summarizes stock option activity under the Company’s equity incentive plans: Outstanding Stock Options Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands, except per share amounts and years) Outstanding as of December 31, 2021 703 $ 21.95 5.8 $ 4,100 Granted 97 $ 27.03 Exercised ( 11 ) $ 9.16 Forfeited ( 51 ) $ 25.29 Expired ( 5 ) $ 9.16 Outstanding as of December 31, 2022 733 $ 22.67 5.4 $ 3,721 Exercisable as of December 31, 2022 575 $ 21.37 4.7 $ 3,616 Nonrecourse Promissory Notes for Stock Options Exercised In March 2021, an employee exercised 56,000 vested stock options and entered into a nonrecourse promissory note in the amount of $ 0.4 million with the Company. The promissory note provides for a fixed interest rate of 2.0 % and payment is required upon the earlier of (i) the sale of the Company, (ii) the borrower’s sale of any of the shares, (iii) five years from the date the promissory note agreement was executed , and (iv) material breach by borrower of any written agreements with the Company, including but not limited to the employment agreement and Company policies. Payment may also be triggered in other specified circumstances. The promissory note remains outstanding as of December 31, 2022. Fair Value of Stock Options The fair value of stock options granted for employee and non-employee awards was estimated at the grant date using the Black-Scholes option pricing model based on the following assumptions: Years Ended December 31, 2022 2021 Expected volatility 84.2 %- 86.0 % 89.2 %- 91.5 % Expected term (years) 3.0 - 7.0 3.0 - 6.2 Risk-free interest rate 1.6 %- 2.9 % 0.3 %- 1.1 % Expected dividend yield 0 %- 0 % 0 %- 0 % Restricted Stock The Company has granted RSUs under its equity incentive plans with both service-based and performance-based vesting conditions. All of the Company’s RSUs with performance conditions vest based on meeting certain liquidity events that are not probable until such event occurs and therefore no expense had been recognized for these RSUs with performance-based vesting conditions. As of December 31, 2022 , the Company’s outstanding RSUs all related to RSUs with performance conditions that vest based on meeting certain liquidity events, with a grant date fair value of $ 4.7 million. The following table summarizes the Company’s restricted stock activity consisting of RSUs: Number of Restricted Stock (RSUs) Weighted-Average Grant Date Fair Value Per Share (in thousands, excepts per share amounts) Outstanding and unvested as of December 31, 2021 143 $ 31.98 Granted 37 $ 27.47 Forfeited ( 5 ) $ 31.25 Outstanding and unvested as of December 31, 2022 175 $ 31.10 Stock-Based Compensation The following table summarizes total stock-based compensation included in the Company’s consolidated statements of operations: Years Ended December 31, 2022 2021 (in thousands) Research and development $ 2,957 $ 1,307 General and administrative 2,231 547 Total stock-based compensation $ 5,188 $ 1,854 In October 2022, three employees exercised 5,000 SARs and the Company paid $ 19,000 in cash to the employees and recognized cash-based stock compensation expense. As of December 31, 2022 , there was $ 1.9 million of unrecognized stock-based compensation related to stock options outstanding, which is expected to be recognized over a weighted-average remaining service period of 1.7 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The Company had no income tax expense for the years ended December 31, 2022 and 2021 due to its history of operating losses. The components of income tax expense (benefit) are as follows: Years Ended December 31, 2022 2021 (in thousands) Deferred $ ( 6,923 ) $ ( 2,326 ) Change in valuation allowance 6,923 2,326 Total $ — $ — A reconciliation of the Company’s federal income tax rate and effective income tax rate is as follows: Years Ended December 31, 2022 2021 Federal income taxes 21.0 % 21.0 % Research and development tax credits 0.8 % 0.9 % Change in valuation allowance ( 10.9 )% ( 19.7 )% Debt fair value adjustment ( 4.9 )% ( 2.0 )% Partnership income attributable to non-controlling interest 0.0 % 0.0 % In-process research and development ( 4.4 )% 0.0 % Transaction costs ( 1.9 )% 0.0 % Other, net 0.3 % ( 0.2 )% Effective income tax rate 0.0 % 0.0 % Deferred tax assets and liabilities reflect the net tax effects of net operating loss and tax credit carryforwards and temporary differences between the carrying amount of assets and liabilities for financial reporting and the amounts used for tax purposes. Significant components of the Company’s deferred tax assets and liabilities are summarized as follows: Years Ended December 31, 2022 2021 (in thousand) Deferred tax assets: Net operating losses $ 144,729 $ 12,362 Research and development credits 22,384 1,889 Capitalized research and development expenses 3,586 — Stock-based compensation 1,353 914 Operating lease liability 318 472 Capital loss carryforward 316 316 Accrued expenses 103 70 Intangibles 61 — Total deferred tax assets 172,850 16,023 Less: Valuation allowance ( 172,637 ) ( 14,146 ) Total deferred tax assets less valuation allowance 213 1,877 Deferred tax liabilities: Partnership basis deferred 85 ( 1,413 ) Right-of-use asset ( 280 ) ( 419 ) Fixed assets ( 18 ) ( 45 ) Total deferred tax liabilities ( 213 ) ( 1,877 ) Net deferred tax assets $ — $ — The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the Company’s recent history of operating losses, the Company believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance on its deferred tax assets. The valuation allowance increased by $ 158.5 million for the year ended December 31, 2022 and $ 2.3 million for the year ended December 31, 2021. During the year ended December 31, 2022, $ 151.6 million of the increase in valuation allowance relates to the reverse merger. As of December 31, 2022, the Company has federal net operating loss carryforwards of approximately $ 540.9 million of which approximately $ 303.7 million begins to expire in 2027 . The remaining balance can be carried forward indefinitely with utilization limited to 80 % of future taxable income. The Company has general business credit carryforwards of $ 23.2 million as of December 31, 2022, which will begin to expire in 2028 . Utilization of U.S. federal and state net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 ("Section 382"), and corresponding provisions of state law, due to ownership changes that may have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. The Company is in the process of performing a study to assess whether a change of control has occurred for the current year merger event and for changes that may have occurred previously. We have recorded a full valuation allowance against our net deferred tax assets at each balance sheet date. The Tax Cuts and Jobs Act contained a provision which requires the capitalization of Section 174 costs incurred in years beginning on or after January 1, 2022. Section 174 costs are expenditures which represent research and development costs that are incident to the development or improvement of a product, process, formula, invention, computer software, or technique. This provision changes the treatment of Section 174 costs such that the expenditures are no longer allowed as an immediate deduction but rather must be capitalized and amortized. The Company has included the impact of this provision, which results in a deferred tax asset of approximately $ 3.6 million as of December 31, 2022. On August 16, 2022, the Inflation Reduction Act ("IRA") was enacted into US law. Effective for tax years beginning after December 31, 2022, the IRA imposes a 15 % corporate minimum tax, a 1 % excise tax on share repurchases, and creates and extends certain tax-related energy incentives. Management does not expect the tax-related provisions of the IRA to have a material impact on the Company's consolidated financial statements. Unrecognized Tax Benefits The unrecognized tax benefits, if recognized, would not have an impact on the Company’s effective tax rate assuming the Company continues to maintain a full valuation allowance position. As of December 31, 2022, no significant increases or decreases are expected to the Company’s uncertain tax positions within the next twelve months. Years Ended December 31, 2022 2021 (in thousands) Beginning balance of unrecognized tax benefits $ 630 $ 593 Gross increases based on tax positions related to current year 198 37 Ending balance of unrecognized tax benefits $ 828 $ 630 Interest and penalties related to the Company’s unrecognized tax benefits accrued as of December 31, 2022 were not material. The Company does not expect its uncertain tax positions to have material impact on its consolidated financial statements within the next twelve months. All of the unrecognized tax benefits as of December 31, 2022 are accounted for as a reduction in the Company’s deferred tax assets. The Company files federal income tax returns subject to varying statutes of limitations. The 2018 through 2022 tax years generally remain subject to examination by federal tax authorities. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 14. Net Loss Per Share The following table summarizes the computation of basic and diluted net loss per share: Years Ended December 31, 2022 2021 (in thousands, excepts per share amounts) Numerator: Net loss attributable to Kineta, Inc. $ ( 63,408 ) $ ( 11,817 ) Denominator: Weighted-average common shares outstanding, basic and diluted 4,926 4,358 Net loss per share, basic and diluted $ ( 12.87 ) $ ( 2.71 ) 1. Included in the denominator for the years ended December 31, 2022 and 2021 , were 260,000 and 153,000 weighted-average shares of common stock warrants, respectively, with an exercise price of $ 0.14 issued for nominal consideration. The following outstanding potentially dilutive common stock equivalents were excluded from the computation of diluted net loss per share as of the periods presented because including them would have been antidilutive: December 31, 2022 2021 (in thousands) Common stock options 733 703 Unvested restricted stock subject to repurchase 175 143 Warrants to purchase common stock 533 338 Vested restricted stock subject to recall 56 56 Convertible notes, if converted — 591 Total 1,497 1,831 Defined Contribution Plan The Company sponsors a 401(k) Plan whereby all employees are eligible to participate in the 401(k) Plan after meeting certain eligibility requirements. Participants may elect to have a portion of their salary deferred and contributed to the 401(k) plan, subject to certain limitations. The Company provided matching contributions of $ 0.1 million for the year ended December 31, 2022 and $ 0.1 million for the year ended December 31, 2021. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions Private Placement In December 2022, the Company issued 415,000 shares of its common stock for an aggregate purchase price of $ 4.8 million to four related parties and issued 66,000 warrants to purchase shares of the Company’s non-voting common stock to the same related parties in connection with such Private Placement (see Note 9). Two of the related parties are members of the Company’s board of directors and two are members of the Company’s senior management team. 2022 Convertible Notes In December 2022, upon the closing of the Merger, the Company settled $ 4.8 million in outstanding principal and accrued interest, held by three entities affiliated with a previous member of the Company’s board of directors, by issuing 335,000 shares of the Company’s non-voting common stock at the conversion price of $ 0.995 (see Note 6). As of December 31, 2022, the Company had no outstanding principal for its 2022 convertible notes with related parties. 2020 Convertible Notes In December 2022, upon the closing of the Merger, the Company settled $ 2.0 million in outstanding principal and accrued interest, held by two members of the Company’s board of directors, by issuing 139,000 shares of the Company’s non-voting common stock at the conversion price of $ 0.995 (see Note 6). As of December 31, 2022, the Company had an outstanding principal balance of $ nil million for its 2020 convertible notes with related parties. As of December 31, 2021, the Company had an outstanding principal balance of $ 13.8 million for its 2020 convertible notes with four related parties, one of which is a member of the Company’s board of directors and three of which are affiliated with the Company’s board of directors. 2020 Notes As of December 31, 2022 and 2021 , the Company had an outstanding principal balance of $ nil and $ 0.5 million outstanding, respectively, for its 2020 notes with a previous member of the Company’s board of directors. In August 2022, the Company settled $ 0.5 million in outstanding principal and accrued interest with the related party by issuing 23,000 shares of the Company’s non-voting common stock at a 15 % discount, recognizing a $ 0.1 million loss upon extinguishment (see Note 6). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | 16. Subsequent Events The Company evaluated subsequent events through the date these consolidated financial statements were issued. At-the-Market Equity Offering Program In connection with the Merger, the Company became the successor in interest to a sales agreement (the “Prior Sales Agreement”) with Jefferies LLC (“Jefferies”) with respect to an at-the-market (“ATM”) equity offering program under which the Company could issue and sell, from time to time at the Company’s sole discretion, shares of the Company common stock, in an aggregate offering amount of up to $ 60.0 million. In February 2023, the Company terminated the Prior Sales Agreement and entered into a new sales agreement with Jefferies with respect to an ATM offering under which the Company may issue and sell, from time to time and at the Company’s sole discretion, shares of the Company common stock, in an aggregate offering amount of up to $ 17.5 million (the “New Sales Agreement”), subject to the offering limits in General Instruction I.B.6 to Form S-3. 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 from the Company. The Company will pay Jefferies 3.0 % of the gross proceeds from the sales of any common stock sold pursuant to the New Sales Agreement. During February 2023 and March 2023, the Company issued 127,000 shares of its common stock and received net proceeds of $ 0.8 million pursuant to the New Sales Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable SEC rules regarding annual financial reporting. The consolidated financial statements include all accounts of the Company, its majority owned subsidiary KCP, and its wholly owned subsidiary, KVFH. All intercompany transactions and balances have been eliminated upon consolidation. Noncontrolling interest in the accompanying consolidated financial statements represents the proportionate share of equity which is not held by the Company. Net loss of the non-wholly owned consolidated subsidiary is allocated to the Company and the holder(s) of the noncontrolling interests in proportion to their percentage ownership considering any preferences specific to the form of equity of the subsidiaries. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates form the basis for judgments the Company makes about the carrying values of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting periods. The Company bases its estimates and judgments on historical experience and on various other assumptions that the Company believes are reasonable under the circumstances. These estimates are based on management’s knowledge about current events and expectations about actions the Company may undertake in the future. These judgments, estimates and assumptions are used for, but not limited to, revenue recognition, accrued research and development expenses, the fair value of notes payable, the fair value of the Company’s common stock prior to the Merger, stock-based compensation, uncertain tax positions and the valuation allowance for net deferred tax assets. Actual results may differ from the Company’s estimates. |
Foreign Currencies | Foreign Currencies The Company’s subsidiaries are all located in the U.S. with the U.S. dollar as the functional currency. Certain transactions during the years ended December 31, 2022 and 2021 were denominated in currencies other than the U.S. dollar. Gains and losses from foreign currency transactions, translated using the average exchange rates prevailing during the respective periods, were not material for all periods presented and are reflected in the consolidated statements of operations as a component of other (expense) income, net. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (the “CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s Chief Executive Officer and President collectively serve as the CODM. The Company views its operations and manages its business in one operating segment. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to certain risks and uncertainties associated with companies at a similar stage of development, including, but not limited to: successfully develop, manufacture, and market any approved therapies and products, obtain regulatory approval from the U.S. Food and Drug Administration or foreign regulatory agencies prior to commercial sales, new technological innovations, dependence on key personnel, protection of intellectual property, compliance with governmental regulations, uncertainty of market acceptance of any approved therapies and products, competition from companies with greater financial and technical resources, and the need to obtain additional financing. |
Cash and Restricted Cash | Cash and Restricted Cash Cash includes cash deposited at several financial institutions in operating and saving accounts. Restricted cash relates to a certificate of deposit with a financial institution to secure a letter of credit obtained for the Company’s leased premises. Restricted cash unavailable for a period longer than one year from the consolidated balance sheet date is classified as a noncurrent asset and otherwise, restricted cash is included in other current assets in the consolidated balance sheets. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially expose the Company to significant concentrations of credit risk consist primarily of cash deposited in accounts at several financial institutions that may exceed federally insured limits. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash to the extent recorded in the consolidated balance sheets. The Company believes it is not exposed to unusual credit risk beyond the normal credit risk associated with commercial banking relationships and has not incurred any such losses to date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell 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 at the measurement date. The Company measures fair value by maximizing the use of observable inputs, where available, and minimizing the use of unobservable inputs when measuring fair value. Financial assets and liabilities recorded at fair value in the consolidated balance sheets are categorized in the fair value hierarchy based upon the lowest level of input that is significant to the fair value as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs (other than quoted prices included in Level 1), such as quoted prices in active markets for identical or similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets of liabilities in markets, 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. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value of the instrument. |
Accounts Receivable | Accounts Receivable The Company records accounts receivable at the invoiced amount for cost-reimbursement type grants and customer obligations under licensing and collaboration agreements, typically requiring payment within 30 to 60 days from the invoice date. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net is stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which is five to seven years . Costs of major additions and betterments are capitalized and depreciated on a straight-line basis over their estimated useful lives. Leasehold improvements are amortized using the straight-line method over the lesser of the estimated useful lives of the assets or the remaining term of the lease. Upon sale or retirement of the assets, the cost and related accumulated depreciation are removed from the consolidated balance sheets and the resulting gain or loss is recognized in the consolidated statements of operations. Expenditures for maintenance and repairs are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews the carrying amount of its long-lived assets, including property and equipment and right-of-use assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. If indicators of impairment exist, an impairment loss is recognized when the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. The impairment charge is determined based upon the excess of the carrying value of the asset over its estimated fair value, with estimated fair value determined based upon an estimate of discounted future cash flows or other appropriate measures of estimated fair value. Estimating discounted cash flows requires the Company to make significant judgments and assumptions. Actual results may vary from the Company’s estimates as of the date of impairment testing and adjustments may occur in future periods. For the years ended December 31, 2022 and 2021, there were no impairments of long-lived assets. |
Fair Value Option | Fair Value Option The Company has elected the fair value option to account for certain of its notes payable (see Note 6). The Company concluded that it was appropriate to apply the fair value option to these certain notes payable because no component of the notes payable were required to be recognized as a component of stockholders’ equity (deficit). The Company recorded these notes payable at their estimated fair value with changes in estimated fair value recorded as a component of other (expense) income in the consolidated statement of operations. Under the fair value option, any direct costs and fees related to the notes payable are expensed as incurred. |
Leases | Leases The Company determines at the inception of a contract if such arrangement is or contains a lease by assessing whether it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If a lease is identified, classification is determined at lease commencement as an operating lease or finance lease. The Company recognizes a right-of-use (“ROU”) asset and a lease liability in the consolidated balance sheets for all leases with an initial term of greater than 12 months. Leases with an initial term of 12 months or less are not recognized in the consolidated balance sheets, with payments recognized as expense on a straight-line basis over the lease term. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The present value of future lease payments is determined by using the implicit interest rate in the lease, if readily determinable, otherwise, the Company estimates its incremental borrowing rate at the inception of the lease to discount lease payments. The incremental borrowing rate reflects the estimated interest rate that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term. ROU assets are determined based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs, and lease incentives. The ROU asset also includes impairment charges if the Company determines the ROU asset is impaired. Lease expenses are recognized, and the ROU assets are amortized on a straight-line basis over the lease term. The Company has elected to not separate lease and non-lease components for its leased assets and accounts for all lease and non-lease components of its agreements as a single lease component. Variable costs are not included in the measurement of ROU assets and lease liabilities, which are expensed as incurred. The Company considers a lease term to be the noncancelable period that it has the right to use the underlying asset, including any periods where it is reasonably assured the Company will exercise the option to extend the contract. |
Warrants to Purchase Common Stock | Warrants to Purchase Common Stock The Company has issued warrants to purchase the Company’s common stock in connection with the execution of certain equity and debt financings and other agreements. The fair value of warrants is determined using the Black- Scholes option-pricing model using assumptions regarding volatility of the Company’s common share price, remaining life of the warrant, and risk-free interest rates. The Company classifies warrants indexed to its own equity and meeting the criteria for equity classification within the consolidated statements of stockholders’ equity (deficit). |
Asset Acquisitions | Asset Acquisitions Acquisitions of assets or a group of assets that do not meet the definition of a business are accounted for as asset acquisitions, with a cost accumulation model used to determine the cost of the acquisition. Common stock issued as consideration in an acquisition of assets is generally measured based on the acquisition date fair value of the equity interests issued. Direct transaction costs are recognized as part of the cost of an acquisition of assets. Intangible assets that are acquired in an asset acquisition for use in research and development activities that have an alternative future use are capitalized as in-process research and development ("IPR&D"). Acquired IPR&D that has no alternative future use is expensed immediately in the consolidated statements of operations. |
Revenue Recognition | Revenue Recognition License Revenues The Company enters into license agreements under which it licenses certain intellectual property rights to its product candidates to third parties. The terms of these arrangements typically include payment to the Company of one or more of the following: nonrefundable upfront fees, payment for research and development services provided by the Company under approved work plans, development, regulatory and commercial milestone payments, and sales-based milestones and royalties on net sales of licensed products. Each of these payments results in license revenues, except for revenues from royalties, which are classified as other revenues. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, the Company performs the following five steps: (i) identification of the contract(s) with a customer, (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract, (iii) measurement of the transaction price, including the constraint on any variable consideration, (iv) allocation of the transaction price to the performance obligations in the contract, and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for arrangements containing multiple performance obligations, the Company develops assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. The Company uses key assumptions to determine the stand-alone selling price, which may include forecasted revenues, development timelines, reimbursement rates for personnel costs, discount rates and probabilities of technical and regulatory success. The Company expects to recognize revenue for variable consideration being constrained when it is probable that a significant revenue reversal will not occur. For performance obligations satisfied over time, the Company estimates the efforts needed to complete the performance obligation and recognizes revenue by measuring the progress towards complete satisfaction of the performance obligation using an input measure. For arrangements that include development and regulatory milestones, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. For arrangements that include sales-based royalties, including commercial milestone payments based on pre-specified level of sales, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied. Achievement of these royalties and commercial milestones may solely depend upon the performance of the licensee. Upfront payments are recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. Grant Revenues Grants received, including cost reimbursement agreements, are assessed to determine if the agreement should be accounted for as an exchange transaction or a contribution. An agreement is accounted for as a contribution if the resource provider does not receive commensurate value in return for the assets transferred. Contributions are recognized as grant revenue when all donor-imposed conditions have been met. |
Research and Development Expenses | Research and Development Expenses Research and development expenses represent costs incurred in connection with the discovery, research, preclinical and clinical development, and manufacture of our product candidates. Research and development costs are expensed as incurred and consist of salaries, benefits, and other personnel related costs, including stock-based compensation, fees paid to other entities to conduct certain research and development activities on the Company’s behalf, materials for preclinical studies, clinical studies and laboratory supplies, licensing agreements and associated costs as well as allocated facility and allocated expenses for rent, insurance and other related costs. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses until the related goods are delivered or services are performed. |
Accrued Research and Development Expenses | Accrued Research and Development Expenses The Company records accrued expenses for estimated costs of its research and development activities conducted by third-party service providers, such as contract research organizations, contract manufacturing and other vendors, which include the conduct of preclinical studies, clinical trials and contract manufacturing activities. The Company records the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced and includes these costs in accrued expenses and other current liabilities in the consolidated balance sheets and within research and development expenses in the consolidated statements of operations. The Company records accrued expenses for these costs based on the estimated amount of work completed and in accordance with agreements established with these third parties, according to the progress of preclinical studies, clinical trials or related activities, and discussions with applicable personnel and service providers as to the progress or state of consummation of goods and services. The Company makes significant judgments and estimates in determining the accrued balance as of each reporting period. As actual costs become known, the Company adjusts its accrued estimates based on the facts and circumstances known at that time. The Company’s accrued research and development expenses are dependent, in part, upon the receipt of timely and accurate reporting from its third-party service providers. To date, there have been no material differences from the Company’s accrued expenses to its actual expenses. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses consist primarily of employee-related expenses, including salaries, benefits and noncash stock-based compensation for personnel in executive, finance and accounting, and other administrative functions, as well as fees paid for legal, accounting and tax services, consulting fees and facilities costs not otherwise included in research and development expenses. Legal costs include general corporate legal fees and patent costs. General and administrative expenses are expensed as incurred |
Stock-Based Compensation | Stock-Based Compensation The Company measures stock-based compensation related to stock-based awards granted to employees, non-employees and directors based on the estimated grant-date fair value of the awards and recognizes the related expense on a straight-line basis over the requisite service period (generally the vesting period). The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock-options. The fair value of restricted stock units (“RSUs”) is estimated based on the fair value of the Company’s common stock at the grant date. For RSUs with performance vesting conditions, the Company evaluates the probability of achieving the performance condition at each reporting date and recognizes expense for such performance awards over the requisite service period using the accelerated attribution method. Forfeitures are recorded as incurred. The Black-Scholes option pricing model requires the Company to make assumptions and judgments about the inputs used in the calculations as follows: Expected Term – The Company’s expected term represents the period that the stock-based awards are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) for employee options. Expected Volatility – Prior to the Merger, the Company was privately held and does not have any trading history for its common stock, the expected volatility is estimated based on the average volatility for comparable publicly traded biotechnology companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on their similar size, or stage in the product development life cycle. Risk-Free Interest Rate – The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option. Expected Dividend – Other than the Distribution, the Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, it uses an expected dividend yield of zero . |
Other (Expense) Income | Other (Expense) Income Interest Expense Interest expense consists of interest charged on outstanding borrowings associated with the Company's debt arrangements primarily consisting of borrowings under several notes payable agreements. Interest is expensed when incurred. Change in Fair Value Measurement of Notes Payable Change in fair value of notes payable relates to the remeasurement of the notes payable that the Company elected to account for under the fair value option. Until settlement, these notes payable are remeasured at fair value at each reporting period with the changes in fair value recorded through the statement of operations. Warrant expense Warrant expense relates to warrants issued to current debt holders that converted their debt to equity in 2022. The expense was determined as the fair value of the warrants provided upon issuance. |
Income Taxes | Income Taxes Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts or existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of enactment. The Company records a valuation allowance to reduce deferred tax assets to an amount expected to be realized. The Company recognizes the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained upon examination by the tax authorities, based on the merits of the position. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing net loss attributable to the Company by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the net loss for each period presented. In computing basic net loss per share, nominal issuances of common stock, including warrants to purchase the Company’s common stock with an exercise price of $ 0.14 per share, are reflected in basic net loss per share for all periods, even if antidilutive. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss represents the change in the Company’s stockholders’ equity (deficit) from all sources other than investments by or distributions to stockholders. The Company has no items of other comprehensive loss, and as such, net loss is the same as comprehensive loss. |
Accounting Pronouncements Recently Adopted | Accounting Pronouncements Recently Adopted The Company adopted Accounting Standards Update (“ASU”) No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options on January 1, 2022 . The new guidance clarifies whether an issuer should account for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an adjustment to equity and, if so, the related earnings per share effects, if any, or an expense and, if so, the manner and pattern of recognition. The amendments apply prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. |
Reverse Merger (Tables)
Reverse Merger (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Summary of Purchase Price Paid in Merger | In connection with the Merger, the authorized shares of common stock of the Company are 125,000,000 with par value of $ 0.001 . (in thousands) Number of shares owned by Yumanity shareholders (1) 1,553 Multiplied by fair value per share of Yumanity common stock (2) $ 13.23 Fair value of shares of combined organization owned by Yumanity shareholders 20,551 Transaction costs (3) 5,641 Total purchase price $ 26,192 (1) The number of shares represents 1,551,000 shares of Yumanity common stock outstanding as of December 16, 2022 and 2,000 shares of restricted stock units and reflects the impact of the Reverse Stock Split. (2) Based on the closing price of Yumanity common stock on the Nasdaq Capital Market on December 16, 2022, the closing date of the Merger and after giving effect to the Reverse Stock Split. (3) Transaction costs primarily relate to bank fees and professional fees associated with legal counsel. |
Summary of Allocation of Purchase Price to Net Tangible and Intangible Assets | The purchase price for the Merger was allocated to the assets acquired and liabilities on a relative fair value basis as follows (in thousands) Assets: Cash and cash equivalents $ 9,226 Accounts receivable 100 Prepaid expenses and other current assets 176 Property and equipment, net 65 Restricted cash 50 In-process research and development 18,860 Liabilities: Accounts payable ( 296 ) Accrued expenses and other current liabilities ( 1,547 ) Deferred revenue ( 442 ) Total purchase price $ 26,192 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Changes in Fair Value of 2022 & 2020 Notes Payable Measured Using Level 3 Inputs | The following table provides a summary of the changes in the fair value of the Company’s 2022 & 2020 notes payable measured using Level 3 inputs: Years Ended December 31, 2022 2021 (in thousands) Balance at beginning of period $ 17,830 $ 18,102 Issuance of 2022 convertible notes 6,746 — Change in fair value of 2022 & 2020 notes payable 15,280 1,142 Change in fair value of debt extinguishment ( 673 ) — Partial settlement of 2020 notes payable ( 4,000 ) — Settlement of 2022 & 2020 notes payable ( 34,964 ) ( 1,414 ) Balance at end of period $ 219 $ 17,830 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Statement Of Financial Position [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: December 31, 2022 2021 (in thousands) Laboratory equipment $ 779 $ 1,058 Computer and software 73 68 Leasehold improvements 14 14 Total property and equipment 866 1,140 Less: Accumulated depreciation and amortization 617 951 Total property and equipment, net $ 249 $ 189 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of the periods presented: December 31, 2022 2021 (in thousands) Professional services $ 2,176 $ 99 Compensation and benefits 745 790 Accrued clinical trial and preclinical costs 404 641 Accrued interest 132 280 Other 70 32 Total accrued expenses and other current liabilities $ 3,527 $ 1,842 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable outstanding consisted of the following as of the periods presented: December 31, 2022 December 31, 2021 Principal Fair Value Principal Fair Value (in thousands) Convertible notes payable: 2020 convertible notes $ — $ — $ 13,800 $ 16,244 Notes payable: 2020 notes 250 219 1,550 1,586 Other notes payable 379 379 1,460 1,460 Small Business Administration loan 150 150 150 150 Total notes payable $ 779 748 $ 16,960 19,440 Less: current portion — ( 9,996 ) Notes payable, net of current portion $ 748 $ 9,444 |
Schedule of Expected Future Minimum Principal | Expected future minimum principal payments under the Company’s notes payables as of December 31, 2022 were as follows: Total (in thousands) Years 2023 $ — 2024 629 2025 — 2026 — 2027 2 Thereafter 148 Total notes payable $ 779 Less: current portion — Notes payable, net of current portion $ 779 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Future Undiscounted Payments | Future undiscounted payments due under the operating lease as of December 31, 2022 were as follows: Years (in thousands) 2023 $ 937 2024 561 Total undiscounted lease payments 1,498 Less: Imputed interest ( 108 ) Operating lease liability 1,390 Less: Operating lease liability, current portion ( 843 ) Operating lease liability, net of current portion $ 547 |
Schedule of Operating Leases Supplemental Information | Supplemental information on the Company's operating leases was as follows: December 31, 2022 2021 Cash paid for operating lease agreement (in thousands) $ 909 $ 883 Remaining lease term (in years) 1.6 2.6 Incremental borrowing rate 10 % 10 % |
Schedule of Finance Lease Future Undiscounted Payments | Future undiscounted payments due under finance lease liabilities as of December 31, 2022 were as follows: Years (in thousands) 2023 $ 50 2024 50 2025 32 2026 9 Total undiscounted lease payments 141 Less: Imputed interest ( 18 ) Financing lease liabilities 123 Less: Financing lease liabilities, current portion ( 40 ) Financing lease liabilities, net of current portion $ 83 |
Schedule of Finance Leases Supplemental Information | Supplemental information on the Company’s financing leases was as follows (cash paid for finance lease agreements was not material): December 31, 2022 2021 Weighted average remaining lease term (in years) 3.2 3.8 Incremental borrowing rate 9.3 % 9.4 % |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Warrants to Purchase | As of December 31, 2022, the Company has issued and outstanding warrants to purchase shares of the Company’s common stock as follows, which all met the condition for equity classification (in thousands): Year Expiration Number Issued Exercised Cancelled/Expired Number Range of 2013 April - 2023 12 — — — 12 $ 10.17 2017 November 2023 - June 2025 203 — ( 20 ) ( 52 ) 131 $ 0.14 - $ 21.80 2019 March 2025 - April 2027 50 — ( 5 ) ( 1 ) 44 $ 0.14 - $ 21.80 2020 June 2023 - October 2023 73 — ( 28 ) — 45 $ 0.14 - $ 26.88 2022 August 2025 - December 2029 — 716 — ( 415 ) 301 $ 0.14 - $ 168.35 Total number of shares 338 716 ( 53 ) ( 468 ) 533 |
Schedule of Common Stock for Future Issuance | Common stock reserved for future issuance consisted of the following as the period presented: December 31, (in thousands) Shares reserved for stock options and restricted stock units to purchase 908 Shares reserved for future issuance of equity awards 135 Shares reserved for exercise of warrants 533 Total 1,576 |
Licensing Revenue Agreement - (
Licensing Revenue Agreement - (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue Recognition And Deferred Revenue [Abstract] | |
Summary of Licensing Revenue Agreements And Deferred Revenue | The following table shows the activity for the Company’s licensing revenue agreements and deferred revenue (in thousands): December 31, 2022 2021 (in thousands) Balance as of beginning of period $ 1,041 $ 8,924 Increase due to acquisition 442 — Decrease for provision of research services ( 1,041 ) ( 7,883 ) Balance as of end of period $ 442 $ 1,041 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity under the Company’s equity incentive plans: Outstanding Stock Options Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands, except per share amounts and years) Outstanding as of December 31, 2021 703 $ 21.95 5.8 $ 4,100 Granted 97 $ 27.03 Exercised ( 11 ) $ 9.16 Forfeited ( 51 ) $ 25.29 Expired ( 5 ) $ 9.16 Outstanding as of December 31, 2022 733 $ 22.67 5.4 $ 3,721 Exercisable as of December 31, 2022 575 $ 21.37 4.7 $ 3,616 |
Summary of Fair Value of Stock Options Granted for Employee and Non-Employee Awards | The fair value of stock options granted for employee and non-employee awards was estimated at the grant date using the Black-Scholes option pricing model based on the following assumptions: Years Ended December 31, 2022 2021 Expected volatility 84.2 %- 86.0 % 89.2 %- 91.5 % Expected term (years) 3.0 - 7.0 3.0 - 6.2 Risk-free interest rate 1.6 %- 2.9 % 0.3 %- 1.1 % Expected dividend yield 0 %- 0 % 0 %- 0 % |
Summary of Companies Restricted Stock Activity | The following table summarizes the Company’s restricted stock activity consisting of RSUs: Number of Restricted Stock (RSUs) Weighted-Average Grant Date Fair Value Per Share (in thousands, excepts per share amounts) Outstanding and unvested as of December 31, 2021 143 $ 31.98 Granted 37 $ 27.47 Forfeited ( 5 ) $ 31.25 Outstanding and unvested as of December 31, 2022 175 $ 31.10 |
Summary of Total Stock-Based Compensation | The following table summarizes total stock-based compensation included in the Company’s consolidated statements of operations: Years Ended December 31, 2022 2021 (in thousands) Research and development $ 2,957 $ 1,307 General and administrative 2,231 547 Total stock-based compensation $ 5,188 $ 1,854 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense Benefit | The Company had no income tax expense for the years ended December 31, 2022 and 2021 due to its history of operating losses. The components of income tax expense (benefit) are as follows: Years Ended December 31, 2022 2021 (in thousands) Deferred $ ( 6,923 ) $ ( 2,326 ) Change in valuation allowance 6,923 2,326 Total $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the Company’s federal income tax rate and effective income tax rate is as follows: Years Ended December 31, 2022 2021 Federal income taxes 21.0 % 21.0 % Research and development tax credits 0.8 % 0.9 % Change in valuation allowance ( 10.9 )% ( 19.7 )% Debt fair value adjustment ( 4.9 )% ( 2.0 )% Partnership income attributable to non-controlling interest 0.0 % 0.0 % In-process research and development ( 4.4 )% 0.0 % Transaction costs ( 1.9 )% 0.0 % Other, net 0.3 % ( 0.2 )% Effective income tax rate 0.0 % 0.0 % |
Schedule of Net Deferred Tax Assets (liabilities) | Significant components of the Company’s deferred tax assets and liabilities are summarized as follows: Years Ended December 31, 2022 2021 (in thousand) Deferred tax assets: Net operating losses $ 144,729 $ 12,362 Research and development credits 22,384 1,889 Capitalized research and development expenses 3,586 — Stock-based compensation 1,353 914 Operating lease liability 318 472 Capital loss carryforward 316 316 Accrued expenses 103 70 Intangibles 61 — Total deferred tax assets 172,850 16,023 Less: Valuation allowance ( 172,637 ) ( 14,146 ) Total deferred tax assets less valuation allowance 213 1,877 Deferred tax liabilities: Partnership basis deferred 85 ( 1,413 ) Right-of-use asset ( 280 ) ( 419 ) Fixed assets ( 18 ) ( 45 ) Total deferred tax liabilities ( 213 ) ( 1,877 ) Net deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits | As of December 31, 2022, no significant increases or decreases are expected to the Company’s uncertain tax positions within the next twelve months. Years Ended December 31, 2022 2021 (in thousands) Beginning balance of unrecognized tax benefits $ 630 $ 593 Gross increases based on tax positions related to current year 198 37 Ending balance of unrecognized tax benefits $ 828 $ 630 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share | The following table summarizes the computation of basic and diluted net loss per share: Years Ended December 31, 2022 2021 (in thousands, excepts per share amounts) Numerator: Net loss attributable to Kineta, Inc. $ ( 63,408 ) $ ( 11,817 ) Denominator: Weighted-average common shares outstanding, basic and diluted 4,926 4,358 Net loss per share, basic and diluted $ ( 12.87 ) $ ( 2.71 ) 1. Included in the denominator for the years ended December 31, 2022 and 2021 , were 260,000 and 153,000 weighted-average shares of common stock warrants, respectively, with an exercise price of $ 0.14 issued for nominal consideration. |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted-average Shares Outstanding | The following outstanding potentially dilutive common stock equivalents were excluded from the computation of diluted net loss per share as of the periods presented because including them would have been antidilutive: December 31, 2022 2021 (in thousands) Common stock options 733 703 Unvested restricted stock subject to repurchase 175 143 Warrants to purchase common stock 533 338 Vested restricted stock subject to recall 56 56 Convertible notes, if converted — 591 Total 1,497 1,831 |
Organization and Liquidity - Ad
Organization and Liquidity - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 16, 2022 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Organization And Liquidity [Line Items] | |||
Proceeds from issuance of common stock | $ 1,581 | $ 16,713 | |
Payments for Repurchase of Private Placement | 2,250 | 0 | |
Accumulated deficit | 151,690 | 88,282 | |
Net loss | 63,408 | 11,817 | |
Net loss | (63,453) | (11,817) | |
Cash | $ 13,143 | $ 11,144 | |
Private Kinetas Shareholders [Member] | |||
Organization And Liquidity [Line Items] | |||
Merger agreement exchange ratio | 0.0688 | ||
Equity interests issued or issuable number of shares issued | shares | 6,115,000 | ||
Immediately Following Merger [Member] | Private Kinetas Shareholders [Member] | |||
Organization And Liquidity [Line Items] | |||
Equity Method Investment, Ownership Percentage | 80% | ||
Merger Agreement | |||
Organization And Liquidity [Line Items] | |||
Issuance of common stock, Shares | shares | 649,346 | ||
Proceeds from issuance of common stock | $ 7,400 | ||
Payments for Repurchase of Private Placement | $ 22,500 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) Segment $ / shares | Dec. 31, 2021 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Number of operating segments | Segment | 1 | |
Impairments of long-lived assets | $ 0 | $ 0 |
Expected dividend | 0 | |
Unrecognized tax benefits, penalties and interest expense | $ 0 | |
Warrants exercise price | $ / shares | $ 0.14 | |
Accounting Standards Update 2021-04 | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Change in accounting principle accounting standards update, adoption date | Jan. 01, 2022 | |
Change in accounting principle accounting standards update, adopted | true | |
Change in accounting principle accounting standards update, immaterial effect | true | |
Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Accounts receivable, payment receivable period | 30 days | |
Property and equipment, estimated useful lives | 5 years | |
Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Accounts receivable, payment receivable period | 60 days | |
Property and equipment, estimated useful lives | 7 years |
Reverse Merger (Additional Info
Reverse Merger (Additional Information) (Details) - $ / shares | Dec. 16, 2022 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Common Stock Shares Authorized | 125,000,000 | 125,000,000 | |
Common Stock Par Or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Common Stock Shares Outstanding | 8,318,000 | 4,656,000 | |
Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Common Stock Shares Outstanding | 1,551,000 | ||
Restricted Stock Units R S U [Member] | |||
Business Acquisition [Line Items] | |||
Common Stock Shares Outstanding | 2,000,000 | ||
Private Kinetas Shareholders [Member] | |||
Business Acquisition [Line Items] | |||
Stock Issued During Period, Shares, Conversion of Units | 6,115,000 | ||
Common Stock Shares Authorized | 125,000,000 | ||
Common Stock Par Or Stated Value Per Share | $ 0.001 | ||
Private Kinetas Shareholders [Member] | Immediately Following Merger [Member] | |||
Business Acquisition [Line Items] | |||
Equity Method Investment, Ownership Percentage | 80% |
Reverse Merger - Summary of Pur
Reverse Merger - Summary of Purchase Price Paid in Merger (Details) - Yumanity $ / shares in Units, shares in Thousands, $ in Thousands | Dec. 31, 2022 USD ($) $ / shares shares | |
Business Acquisition [Line Items] | ||
Number of shares owned by Yumanity shareholders | shares | 1,553 | [1] |
Multiplied by fair value per share of Yumanity common stock | $ / shares | $ 13.23 | [2] |
Fair value of shares of combined organization owned by Yumanity shareholders | $ 20,551 | |
Transaction costs | 5,641 | [3] |
Total purchase price | $ 26,192 | |
[1] The number of shares represents 1,551,000 shares of Yumanity common stock outstanding as of December 16, 2022 and 2,000 shares of restricted stock units and reflects the impact of the Reverse Stock Split. Based on the closing price of Yumanity common stock on the Nasdaq Capital Market on December 16, 2022, the closing date of the Merger and after giving effect to the Reverse Stock Split. Transaction costs primarily relate to bank fees and professional fees associated with legal counsel. |
Reverse Merger - Summary of All
Reverse Merger - Summary of Allocation of Purchase Price to Net Tangible and Intangible Assets (Details) - Yumanity $ in Thousands | Dec. 31, 2022 USD ($) |
Assets: | |
Cash and cash equivalents | $ 9,226 |
Accounts receivable | 100 |
Prepaid expenses and other current assets | 176 |
Property and equipment, net | 65 |
Restricted cash | 50 |
In-process research and development | 18,860 |
Liabilities: | |
Accounts payable | (296) |
Accrued expenses and other current liabilities | (1,547) |
Deferred revenue | (442) |
Total purchase price | $ 26,192 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Notes payable | $ 748 | $ 19,440 |
2022 Convertible Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Convertible debt | $ 800 | |
2022 Convertible Notes | Automatic Conversion Scenario | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, term | 2 months 12 days | |
2022 Convertible Notes | Repayment Scenario | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, term | 2 years | |
2022 Convertible Notes | Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Convertible debt | $ 4,800 | |
2022 Convertible Notes | Minimum | Qualified Financing Scenario | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.80 | |
Long-term debt, term | 2 months 12 days | |
2022 Convertible Notes | Minimum | Automatic Conversion Scenario | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.10 | |
Long-term debt, term | 4 months 24 days | |
2022 Convertible Notes | Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Convertible debt | $ 5,300 | |
2022 Convertible Notes | Maximum | Qualified Financing Scenario | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.90 | |
Long-term debt, term | 7 months 6 days | |
2022 Convertible Notes | Maximum | Automatic Conversion Scenario | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.20 | |
Long-term debt, term | 1 year | |
2020 Convertible Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Notes payable | $ 16,244 | |
2020 Convertible Notes | Qualified Financing Scenario | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.80 | |
2020 Convertible Notes | Repayment Scenario | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.20 | |
2020 Convertible Notes | Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Convertible debt | $ 11,300 | $ 15,200 |
2020 Convertible Notes | Minimum | Qualified Financing Scenario | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.80 | |
Long-term debt, term | 2 months 12 days | 9 months |
2020 Convertible Notes | Minimum | Repayment Scenario | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.10 | |
Long-term debt, term | 3 months | 9 months |
2020 Convertible Notes | Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Convertible debt | $ 16,200 | $ 16,200 |
2020 Convertible Notes | Maximum | Qualified Financing Scenario | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.90 | |
Long-term debt, term | 9 months | 1 year 9 months |
2020 Convertible Notes | Maximum | Repayment Scenario | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.20 | |
Long-term debt, term | 1 year 3 months | 2 years 3 months |
2020 Notes | Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, term | 1 month 6 days | 1 month 6 days |
Convertible debt | $ 200 | $ 1,600 |
2020 Notes | Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, term | 1 year 9 months 18 days | 2 years 4 months 24 days |
Convertible debt | $ 1,600 | $ 2,900 |
Discount Rate | 2022 Convertible Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.412 | |
Discount Rate | 2022 Convertible Notes | Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.336 | |
Discount Rate | 2022 Convertible Notes | Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.412 | |
Discount Rate | 2020 Convertible Notes | Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.113 | 0.113 |
Discount Rate | 2020 Convertible Notes | Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.412 | 0.117 |
Discount Rate | 2020 Notes | Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.113 | 0.113 |
Discount Rate | 2020 Notes | Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Long-term debt, measurement input | 0.412 | 0.117 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of 2022 & 2020 Notes Payable Measured Using Level 3 Inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of period | $ 17,830 | $ 18,102 |
Issuance of 2022 convertible notes | 6,746 | 0 |
Change in fair value of 2022 & 2020 notes payable | (15,280) | 1,142 |
Change in fair value of debt extinguishment | (673) | 0 |
Partial settelement of 2020 notes payable | (4,000) | 0 |
Conversion of 2022 & 2020 notes payable | (34,964) | (1,414) |
Balance at end of period | $ 219 | $ 17,830 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Balance Sheet Components [Line Items] | ||
Total property and equipment | $ 866 | $ 1,140 |
Less: Accumulated depreciation and amortization | 617 | 951 |
Total property and equipment, net | 249 | 189 |
Laboratory Equipment | ||
Balance Sheet Components [Line Items] | ||
Total property and equipment | 779 | 1,058 |
Computer and Software | ||
Balance Sheet Components [Line Items] | ||
Total property and equipment | 73 | 68 |
Leasehold Improvements | ||
Balance Sheet Components [Line Items] | ||
Total property and equipment | $ 14 | $ 14 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Balance Sheet Components [Abstract] | ||
Professional services | $ 2,176 | $ 99 |
Compensation and benefits | 745 | 790 |
Accrued clinical trial and preclinical costs | 404 | 641 |
Accrued interest | 132 | 280 |
Other | 70 | 32 |
Total accured expense and other current liabilities | $ 3,527 | $ 1,842 |
Balance Sheet Components (Addit
Balance Sheet Components (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
May 31, 2023 | Dec. 16, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Balance Sheet Components [Line Items] | ||||
Property and equipment, net | $ 249 | $ 189 | ||
Proceeds from disposal of assets | 400 | |||
Depreciation and amortization expense | $ 100 | $ 100 | ||
Common stock, shares issued | 8,318,000 | 4,656,000 | ||
Proceeds From Issuance Of Common Stock | $ 1,581 | $ 16,713 | ||
Private Placement | ||||
Balance Sheet Components [Line Items] | ||||
Future Right Recorded as Other Asset | $ 2,300 | |||
Sell and purchase of its common stock, description | With respect to the second closing, the Company is obligated to sell and issue a number of shares of its common stock and the investors are obligated to buy such shares by the specified date and price equal to the volume-weighted average price of Company common stock for the five trading days prior to May 31, 2023 (“VWAP”) plus 10% of the VWAP. | |||
Common stock, shares issued | 649,346 | |||
Proceeds From Issuance Of Common Stock | $ 7,400 | |||
Private Placement | Forecast [Member] | ||||
Balance Sheet Components [Line Items] | ||||
aggregate purchase price | $ 22,500 | |||
Future Right Recorded as Other Asset | $ 2,300 | |||
Equipment | ||||
Balance Sheet Components [Line Items] | ||||
Property and equipment, net | $ 100 | $ 100 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total notes payable | $ 779 | $ 16,960 |
Fair Value | 748 | 19,440 |
Less: current portion | 0 | 9,996 |
Notes payable, net of current portion | 748 | 9,444 |
2020 Convertible Notes | ||
Debt Instrument [Line Items] | ||
Total notes payable | 13,800 | |
Fair Value | 16,244 | |
2020 Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | 250 | 1,550 |
Fair Value | 219 | 1,586 |
Other Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | 379 | 1,460 |
Fair Value | 379 | 1,460 |
Small Business Administration Loan | ||
Debt Instrument [Line Items] | ||
Total notes payable | 150 | 150 |
Fair Value | $ 150 | $ 150 |
Notes Payable - Schedule of Exp
Notes Payable - Schedule of Expected Future Minimum Principal (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instruments [Abstract] | ||
2023 | $ 0 | |
2024 | 629 | |
2025 | 0 | |
2026 | 0 | |
2027 | 2 | |
Thereafter | 148 | |
Total notes payable | 779 | |
Less: current portion | 0 | $ 9,996 |
Notes payable, net of current portion | $ 779 | $ 16,960 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||
Oct. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Aug. 31, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) shares | Apr. 30, 2022 USD ($) shares | Feb. 28, 2022 USD ($) shares | Feb. 28, 2021 USD ($) | Oct. 31, 2020 USD ($) $ / shares | Aug. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) shares | Aug. 31, 2021 shares | Jul. 31, 2021 USD ($) shares | Aug. 10, 2020 | |
Debt Instrument [Line Items] | |||||||||||||||
Fair value of warrants issued | $ 21,800 | ||||||||||||||
(Loss) gain on extinguishments of debt, net | $ 341,000 | $ 1,719,000 | |||||||||||||
Cash payment | $ 4,000,000 | ||||||||||||||
Non-voting common, shares, issued | shares | 754,000 | ||||||||||||||
Commercial revenues | $ 3,000,000 | $ 1,953,000 | 9,091,000 | ||||||||||||
2020 Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible debt | $ 25,000,000 | ||||||||||||||
Debt Instrument Outstanding Principal And Accrued Interest | $ 900,000 | ||||||||||||||
Debt instrument, interest rate, effective percentage | 16% | 50% | |||||||||||||
Refinanced notes payable | $ 3,000,000 | ||||||||||||||
Debt instrument revised interest rate | 6% | 50% | |||||||||||||
Debt instrument,outstanding principal and accrued interest | $ 900,000 | ||||||||||||||
Non-voting common, shares, issued | shares | 33,000 | 33,000 | |||||||||||||
Debt instrument, interest rate, increase (decrease) | 16% | ||||||||||||||
2020 Convertible Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible debt | $ 25,000,000 | $ 10,900 | |||||||||||||
Debt instrument, interest rate, effective percentage | 6% | 6% | |||||||||||||
Non-voting common stock percentage | 85% | 85% | 85% | ||||||||||||
Warrant issued shares purchase | shares | 55,000 | 55,000 | |||||||||||||
Share price | $ / shares | $ 0.995 | ||||||||||||||
Refinanced notes payable | $ 13,800,000 | ||||||||||||||
Fixed interest rate | 16% | ||||||||||||||
Debt instrument default interest rate | 20% | ||||||||||||||
Debt instrument revised interest rate | 6% | ||||||||||||||
Non-Voting Common Stock Per share | $ / shares | $ 0.50 | ||||||||||||||
(Loss) gain on extinguishments of debt, net | $ 700,000 | ||||||||||||||
Debt instrument, interest rate, increase (decrease) | 16% | ||||||||||||||
2020 Convertible Notes | Maturity Date [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, maturity date | Sep. 30, 2022 | ||||||||||||||
2020 Convertible Notes | Maturity Date One Member | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, maturity date | Mar. 31, 2023 | ||||||||||||||
2022 Convertible Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible debt | $ 1,900,000 | $ 1,900,000 | $ 1,900,000 | $ 4,800,000 | 4,800,000 | ||||||||||
Debt instrument, interest rate, effective percentage | 6% | 6% | 6% | ||||||||||||
Non-voting common stock percentage | 85% | 85% | 85% | ||||||||||||
Debt Conversion, Description | In October 2022 and December 2022, the 2022 convertible notes were amended to provide (i) that the conversion price would be equal to the conversion amount divided by $0.995 upon automatic conversion and (ii) for the issuance of 55,000 warrants to purchase shares of the Company’s non-voting common stock (see Note 9), with exercise contingent upon the Merger closing, including to one investor that was previously a related party (see Note 15), with a fair value of $1.5 million upon issuance. | In October 2022 and December 2022, the 2022 convertible notes were amended to provide (i) that the conversion price would be equal to the conversion amount divided by $0.995 upon automatic conversion and (ii) for the issuance of 55,000 warrants to purchase shares of the Company’s non-voting common stock (see Note 9), with exercise contingent upon the Merger closing, including to one investor that was previously a related party (see Note 15), with a fair value of $1.5 million upon issuance. | |||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 0.995 | 0.995 | |||||||||||||
Warrant issued shares purchase | shares | 5,000 | 5,000 | 5,000 | ||||||||||||
Convertible Debt Fair Value Disclosures | $ 800,000 | ||||||||||||||
Fair value of warrants issued | $ 46,000,000 | $ 46,000,000 | $ 46,000,000 | ||||||||||||
Share price | $ / shares | $ 1.61 | $ 1.61 | $ 1.61 | ||||||||||||
2022 Convertible Notes | Merger [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument Outstanding Principal And Accrued Interest | 6,800,000 | ||||||||||||||
Fair value convertible debt | $ 13,000,000 | ||||||||||||||
Non voting common stock | shares | 471,000 | ||||||||||||||
Convertible Debt Fair Value Disclosures | $ 1,500,000 | $ 1,500,000 | |||||||||||||
Debt instrument,outstanding principal and accrued interest | $ 6,800,000 | ||||||||||||||
2020 Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument Outstanding Principal And Accrued Interest | $ 1,400,000 | ||||||||||||||
Non-voting common stock percentage | 15% | ||||||||||||||
Long-term debt, gross | $ 250,000 | ||||||||||||||
(Loss) gain on extinguishments of debt, net | 200,000 | ||||||||||||||
Debt instrument,outstanding principal and accrued interest | $ 1,400,000 | ||||||||||||||
Non-voting common, shares, issued | shares | 59,000 | ||||||||||||||
Debt instrument, interest rate, increase (decrease) | 6% | ||||||||||||||
Other Notes Payable | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument Outstanding Principal And Accrued Interest | $ 1,000 | 300,000 | 300,000 | $ 1,400,000 | |||||||||||
Non-voting common stock percentage | 15% | ||||||||||||||
Long-term debt, gross | $ 400,000 | ||||||||||||||
Fixed interest rate | 12% | ||||||||||||||
(Loss) gain on extinguishments of debt, net | 200,000 | ||||||||||||||
Debt instrument,outstanding principal and accrued interest | $ 1,000 | $ 300,000 | $ 300,000 | $ 1,400,000 | |||||||||||
Non-voting common, shares, issued | shares | 43,000 | 8,500 | 8,500 | 52,000 | |||||||||||
Debt instrument, interest rate, increase (decrease) | 6% | 13% | |||||||||||||
Common stock, voting rights | shares | 2,400 | 2,400 | |||||||||||||
Small Business Administration Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Fixed interest rate | 3.75% | ||||||||||||||
Loan proceeds | $ 150,000,000 | ||||||||||||||
Debt instrument, maturity date | Aug. 30, 2050 | ||||||||||||||
Paycheck Protection Program | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Fixed interest rate | 1% | ||||||||||||||
(Loss) gain on extinguishments of debt, net | $ 900,000 | ||||||||||||||
Loan proceeds | $ 800,000 | ||||||||||||||
Debt instrument, maturity date | Apr. 30, 2022 |
Commitments and Contingencies_2
Commitments and Contingencies (Additional Information) (Details) $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 20, 2022 USD ($) | Jun. 30, 2020 ft² | May 31, 2020 ft² | Jan. 31, 2019 ft² | Dec. 31, 2017 ft² | |
Long-Term Purchase Commitment [Line Items] | |||||||
Sublease income | $ 0.2 | ||||||
Lease Agreement [Member] | |||||||
Long-Term Purchase Commitment [Line Items] | |||||||
Lessee, Operating Lease, Option to Extend | contains two five-year options to extend the lease term. | ||||||
Area of land | ft² | 14,870 | 22,064 | |||||
Lease Expiration Date | Jul. 31, 2024 | ||||||
Payments for rent | $ 0.9 | $ 0.8 | |||||
Variable lease, cost | $ 0.5 | 0.4 | |||||
Accrued Compensation | $ 1 | ||||||
Sublease Agreement [Member] | |||||||
Long-Term Purchase Commitment [Line Items] | |||||||
Area of land | ft² | 7,194 | 1,850 | |||||
Lease term extend, description | In October 2020 the sublease expiration date was extended from December 2020 to December 2022. | ||||||
Sublease income | $ 0.1 | ||||||
Proceeds from rent | $ 0.1 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Operating Lease Future Undiscounted Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Lease [Abstract] | ||
2023 | $ 937 | |
2024 | 561 | |
Total undiscounted lease payments | 1,498 | |
Less: Imputed interest | (108) | |
Operating lease liability | 1,390 | |
Less: Operating lease liability, current portion | (843) | $ (737) |
Operating lease liability, net of current portion | $ 547 | $ 1,390 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Operating Leases Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Lease: | ||
Cash paid for operating lease agreement (in thousands) | $ 909 | $ 883 |
Remaining lease term (in years) | 1 year 7 months 6 days | 2 years 7 months 6 days |
Incremental borrowing rate | 10% | 10% |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Finance Lease Future Undiscounted Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finance Lease [Abstract] | ||
2023 | $ 50 | |
2024 | 50 | |
2025 | 32 | |
2026 | 9 | |
Total undiscounted lease payments | 141 | |
Less: Imputed interest | (18) | |
Financing lease liabilities | 123 | |
Less: Financing lease liabilities, current portion | (40) | $ (30) |
Finance lease liabilities, net of current portion | $ 83 | $ 90 |
Commitments and Contingencies_5
Commitments and Contingencies - Schedule of Finance Leases Supplemental Information (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Finance Leases: | ||
Weighted average remaining lease term (in years) | 3 years 2 months 12 days | 3 years 9 months 18 days |
Incremental borrowing rate | 9.30% | 9.40% |
Strategic License Agreements -
Strategic License Agreements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 09, 2021 | Aug. 10, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
License Agreements Disclosure [Line Items] | ||||
Aggregate fair market value | $ 8 | $ 5 | ||
Number of shares issued | 8,318,000 | 4,656,000 | ||
Milestones achieved | $ 0 | |||
Royalties due | $ 0 | |||
Option and License Agreement | Gigagen, Inc | ||||
License Agreements Disclosure [Line Items] | ||||
Payments for option and license agreement | $ 200 | |||
Upfront option exercise fee | $ 400 | 400 | ||
Development and regulatory milestones, aggregate amount payable | 20,000 | 20,300 | ||
Sales milestone, aggregate amount payable | 8,000 | 8,000 | ||
Option and License Agreement | Gigagen, Inc | Non-voting Common Stock | ||||
License Agreements Disclosure [Line Items] | ||||
Aggregate fair market value | $ 250 | $ 250 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Warrants to Purchase (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Class Of Warrant Or Right [Line Items] | |
Number Outstanding as of December 31, 2021 | 338 |
Issued | 716 |
Exercised | (53) |
Cancelled/Expired | (468) |
Number Outstanding as of December 31, 2022 | 533 |
Range of Exercise Price | $ / shares | $ 0.14 |
2013 | |
Class Of Warrant Or Right [Line Items] | |
Expiration Date | 2023-04 |
Number Outstanding as of December 31, 2021 | 12 |
Number Outstanding as of December 31, 2022 | 12 |
Range of Exercise Price | $ / shares | $ 10.17 |
2017 | |
Class Of Warrant Or Right [Line Items] | |
Expiration Date | 2023-11 |
Expiration Date | 2025-06 |
Number Outstanding as of December 31, 2021 | 203 |
Exercised | (20) |
Cancelled/Expired | (52) |
Number Outstanding as of December 31, 2022 | 131 |
2017 | Minimum | |
Class Of Warrant Or Right [Line Items] | |
Range of Exercise Price | $ / shares | $ 0.14 |
2017 | Maximum | |
Class Of Warrant Or Right [Line Items] | |
Range of Exercise Price | $ / shares | $ 21.80 |
2019 | |
Class Of Warrant Or Right [Line Items] | |
Expiration Date | 2025-03 |
Expiration Date | 2027-04 |
Number Outstanding as of December 31, 2021 | 50 |
Exercised | (5) |
Cancelled/Expired | (1) |
Number Outstanding as of December 31, 2022 | 44 |
2019 | Minimum | |
Class Of Warrant Or Right [Line Items] | |
Range of Exercise Price | $ / shares | $ 0.14 |
2019 | Maximum | |
Class Of Warrant Or Right [Line Items] | |
Range of Exercise Price | $ / shares | $ 21.80 |
2020 | |
Class Of Warrant Or Right [Line Items] | |
Expiration Date | 2023-06 |
Expiration Date | 2023-10 |
Number Outstanding as of December 31, 2021 | 73 |
Exercised | (28) |
Number Outstanding as of December 31, 2022 | 45 |
2020 | Minimum | |
Class Of Warrant Or Right [Line Items] | |
Range of Exercise Price | $ / shares | $ 0.14 |
2020 | Maximum | |
Class Of Warrant Or Right [Line Items] | |
Range of Exercise Price | $ / shares | $ 26.88 |
2022 | |
Class Of Warrant Or Right [Line Items] | |
Expiration Date | 2025-08 |
Expiration Date | 2029-12 |
Issued | 716 |
Cancelled/Expired | (415) |
Number Outstanding as of December 31, 2022 | 301 |
2022 | Minimum | |
Class Of Warrant Or Right [Line Items] | |
Range of Exercise Price | $ / shares | $ 0.14 |
2022 | Maximum | |
Class Of Warrant Or Right [Line Items] | |
Range of Exercise Price | $ / shares | $ 168.35 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) | 12 Months Ended | ||||||
May 31, 2023 | Dec. 16, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common stock warrants issued | 2,000 | ||||||
Warrants exercise price | $ 0.14 | ||||||
Common stock purchased for professional services | 62,000 | ||||||
Common stock upon exercise of warrants | 11,000 | ||||||
Proceeds from exercise of warrants | $ 71,000 | $ 27,000 | |||||
Proceeds from issuance of common stock | $ 1,581,000 | $ 16,713,000 | |||||
Common stock, shares issued | 8,318,000 | 4,656,000 | |||||
Common stock, shares authorized | 125,000,000 | 125,000,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Warrant expense | $ 3,309,000 | $ 0 | |||||
Common stock, shares outstanding | 8,318,000 | 4,656,000 | |||||
Merger [Member] | |||||||
Common stock warrants issued | 121,000,000 | ||||||
Warrants exercise price | $ 0.14 | ||||||
Common stock, shares issued | 8,318,000 | ||||||
Common stock, shares authorized | 125,000,000 | ||||||
Common stock, par value | $ 0.001 | ||||||
Common stock, shares outstanding | 8,318,000 | ||||||
Convertible Debt [Member] | |||||||
Common stock warrants issued | 5,000 | 5,000 | 55,000 | ||||
Non cash interest expense on the statement of operations | $ 1,600 | ||||||
Investors | |||||||
Proceeds from issuance of common stock | $ 1,600,000 | $ 16,700,000 | |||||
Common stock, shares issued | 58,000 | 647,000 | |||||
Yumanity | Merger [Member] | |||||||
Common stock warrants issued | 14,000 | ||||||
Private Placement | |||||||
Common stock warrants issued | 104,000 | ||||||
Future Right Recorded as Other Asset | $ 2,300,000 | ||||||
Proceeds from issuance of common stock | $ 7,400,000 | ||||||
Common stock, shares issued | 649,346 | ||||||
Private Placement | Investors | |||||||
Proceeds from issuance of common stock | $ 7,400,000 | ||||||
Common stock, shares issued | 649,346 | ||||||
Forecast [Member] | Private Placement | |||||||
Common stock purchase price | $ 22,500,000 | ||||||
Future Right Recorded as Other Asset | $ 2,300,000 | ||||||
Non-voting Common Stock | Private Placement | |||||||
Common stock warrants issued | 104,000 | ||||||
Warrants exercise price | $ 0.14 | ||||||
Non-voting Common Stock | Private Placement | Investors | |||||||
Common stock warrants issued | 415,000 | ||||||
Warrants exercise price | $ 0.14 | ||||||
Warrant [Member] | |||||||
Common stock upon exercise of warrants | 53,000 | ||||||
Proceeds from exercise of warrants | $ 100,000 | ||||||
Minimum [Member] | Warrant [Member] | |||||||
Warrants exercise price | $ 0.14 | ||||||
Maximum [Member] | Warrant [Member] | |||||||
Warrants exercise price | $ 26.88 |
Shareholder's Equity - Schedule
Shareholder's Equity - Schedule of Common Stock for Future Issuance (Details) shares in Thousands | Dec. 31, 2022 $ / shares shares |
Class Of Stock [Line Items] | |
Shares reserved for stock options and restricted stock units to purchase common stock under equity incentive plans | 1,576 |
Warrants exercise price | $ / shares | $ 0.14 |
Stock Options And Restricted Stock Units | |
Class Of Stock [Line Items] | |
Shares reserved for stock options and restricted stock units to purchase common stock under equity incentive plans | 908 |
Equity Securities | |
Class Of Stock [Line Items] | |
Shares reserved for stock options and restricted stock units to purchase common stock under equity incentive plans | 135 |
Warrant | |
Class Of Stock [Line Items] | |
Shares reserved for stock options and restricted stock units to purchase common stock under equity incentive plans | 533 |
Grant Agreements - Additional I
Grant Agreements - Additional Information (Details) - National Institutes Of Health - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Recognized grant revenue from federal agencies | $ 0.9 | $ 1.2 | |
Grant revenues [Member] | |||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Grant Received for Research And Development | $ 0.8 | $ 1.1 |
Licensing Revenue Agreement - S
Licensing Revenue Agreement - Summary Of Licensing Revenue Agreements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Recognition And Deferred Revenue [Abstract] | ||
Balance as of December 31, 2021 | $ 1,041 | $ 8,924 |
Increase due to acquisition | 442 | 0 |
Decrease for provision of research services | (1,041) | (7,883) |
Balance as of December 31, 2022 | $ 442 | $ 1,041 |
Licensing Revenue Agreement - A
Licensing Revenue Agreement - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Genentech,Inc. | License And Research Collaboration Agreement | ||
Deferred Revenue Arrangement [Line Items] | ||
Upfront payments received | $ 10.4 | |
Additional upfront payments received | 11 | |
Transaction price recognized in future | 10.4 | |
License revenue recognized | 1 | $ 6.5 |
Merck & Co., Inc. | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | $ 0.4 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2022 USD ($) shares | Mar. 31, 2021 USD ($) shares | Oct. 31, 2020 USD ($) Employee shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 | Dec. 31, 2010 | Dec. 31, 2008 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Options granted | 97,000 | |||||||
SARs excercised | 37,000 | |||||||
Expense recognized | $ | $ 19,000 | $ 5,188,000 | $ 1,854,000 | |||||
Amount of cost not yet recognized | $ | $ 1,900,000 | |||||||
Compensation cost not yet recognized, period for recognition | 1 year 8 months 12 days | |||||||
2008 Equity Incentive Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Options granted, percentage | 100% | |||||||
2010 Equity Incentive Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Options granted, percentage | 100% | |||||||
2020 Equity Incentive Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Options granted, percentage | 100% | |||||||
Incentive stock options granted, description | However, the exercise price of incentive stock options granted to a 10% stockholder shall not be less than 110% of the fair market value of the common stock on the date of grant and the contractual term shall not exceed ten years. | |||||||
2020 Equity Incentive Plan [Member] | Voting Common Stock [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Options granted | 206,000 | |||||||
2020 Equity Incentive Plan [Member] | Nonvoting Common Stock [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Options granted | 206,000 | |||||||
2022 Equity Incentive Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Options granted, percentage | 100% | |||||||
Restricted Stock [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Grant date fair value | $ | $ 4,700,000 | |||||||
Stock Appreciation Rights (SARs) | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Liabilities related to SAR | $ | $ 28,000 | |||||||
SARs excercised | 5,000 | |||||||
Stock Appreciation Rights (SARs) | 2010 Equity Incentive Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares Outstanding | 0 | 5,000,000 | ||||||
SARs excercised | 5,000 | |||||||
Employees | Employee | 3 | |||||||
Cash payments Received | $ | $ 47,000 | |||||||
Nonrecourse Promissory Note | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vested stock options exercised | 56,000 | |||||||
Note payable, principal | $ | $ 400,000 | |||||||
Fixed interest rate | 2% | |||||||
Promissory note payment, Description | five years from the date the promissory note agreement was executed |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Outstanding Stock Options as of December 31, 2021 | 703 | |
Outstanding Stock Options, Granted | 97 | |
Outstanding Stock Options, Exercised | (11) | |
Outstanding Stock Options, Forfeited | (51) | |
Outstanding Stock Options, Expired | (5) | |
Outstanding Stock Options as of December 31, 2022 | 733 | 703 |
Outstanding Stock Options, Exercisable as of December 31, 2022 | 575 | |
Weighted- Average Exercise Price Per Share, Beginning Balance | $ 21.95 | |
Weighted- Average Exercise Price Per Share, Granted | 27.03 | |
Weighted- Average Exercise Price Per Share, Exercised | 9.16 | |
Weighted- Average Exercise Price Per Share, Forfeited | 25.29 | |
Weighted- Average Exercise Price Per Share, Expired | 9.16 | |
Weighted- Average Exercise Price Per Share, Ending Balance | 22.67 | $ 21.95 |
Weighted- Average Exercise Price Per Share, Exercisable as of December 31, 2022 | $ 21.37 | |
Weighted Average Remaining Contractual Term, Outstanding | 5 years 4 months 24 days | 5 years 9 months 18 days |
Weighted Average Remaining Contractual Term, Exercisable as of December 31, 2022 | 4 years 8 months 12 days | |
Aggregate Intrinsic Value, Outstanding | $ 3,721 | $ 4,100 |
Aggregate Intrinsic Value, Exercisable as of December 31, 2022 | $ 3,616 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Fair Value of Stock Options Granted for Employee and Non-Employee Awards (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 84.20% | 89.20% |
Expected term (years) | 3 years | 3 years |
Risk-free interest rate | 1.60% | 0.30% |
Expected dividend yield | 0% | 0% |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 86% | 91.50% |
Expected term (years) | 7 years | 6 years 2 months 12 days |
Risk-free interest rate | 2.90% | 1.10% |
Expected dividend yield | 0% | 0% |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Companies Restricted Stock Activity (Detail) shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Restricted Stock, Beginning Balance | shares | 143 |
Number of Restricted Stock, Granted | shares | 37 |
Number of Restricted Stock, Forfeited | shares | (5) |
Number of Restricted Stock, ending Balance | shares | 175 |
Weighted-Average Grant Date Fair Value Per Share, Beginning Balance | $ / shares | $ 31.98 |
Weighted-Average Grant Date Fair Value Per Share, Granted | $ / shares | 27.47 |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | $ / shares | 31.25 |
Weighted-Average Grant Date Fair Value Per Share, Ending Balance | $ / shares | $ 31.10 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Total Stock-Based Compensation (Detail) - USD ($) | 12 Months Ended | ||
Oct. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation | $ 19,000 | $ 5,188,000 | $ 1,854,000 |
Research and development [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation | 2,957,000 | 1,307,000 | |
General and administrative [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation | $ 2,231,000 | $ 547,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Deferred | $ (6,923) | $ (2,326) |
Change in valuation allowance | 6,923 | 2,326 |
Total | $ 0 | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Aug. 16, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal income taxes | 21% | 21% | |
Research and development tax credits | 0.80% | 0.90% | |
Change in valuation allowance | (10.90%) | (19.70%) | |
Debt fair value adjustment | (4.90%) | (2.00%) | |
Partnership income attributable to non-controlling interest | 0% | 0% | |
In-process research and development | (4.40%) | 0% | |
Transaction costs | (1.90%) | 0% | |
Other, net | 0.30% | (0.20%) | |
Excise tax | 1% | 0% | 0% |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets (liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating losses | $ 144,729 | $ 12,362 |
Capital loss carryforward | 316 | 316 |
Accrued expenses | 103 | 70 |
Research and development credits | 22,384 | 1,889 |
Operating lease liability | 318 | 472 |
Deferred Tax Assets, in Process Research and Development | 3,586 | |
Stock-based compensation | 1,353 | 914 |
Total deferred tax assets | 172,850 | 16,023 |
Less: Valuation allowance | (172,637) | (14,146) |
Total deferred tax assets less valuation allowance | 213 | 1,877 |
Deferred Tax Assets, Goodwill and Intangible Assets | 61 | |
Deferred tax liabilities: | ||
Partnership basis deferred | 85 | (1,413) |
Right-of-use asset | (280) | (419) |
Fixed assets | (18) | (45) |
Total deferred tax liabilities | (213) | (1,877) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance of unrecognized tax benefits | $ 630 | $ 593 |
Gross increases based on tax positions related to current year | 198 | 37 |
Ending balance of unrecognized tax benefits | $ 828 | $ 630 |
Income Taxes (Additional Inform
Income Taxes (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 16, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Line Items] | |||
Amount of increase (decrease) in the valuation allowance | $ 158,500 | $ 2,300 | |
Operating Loss Carryforwards | 540,900 | ||
Operating loss carryforwards expiration amount | $ 303,700 | ||
Corporate minimum tax | 15% | ||
Excise tax | 1% | 0% | 0% |
Tax credit carryforward, amount | $ 23,200 | ||
Tax carryforward, limitations on use | expire in 2028 | ||
Increases or decreases in unrecognized tax benefits | $ 0 | ||
Net deferred tax assets | 3,600 | ||
Reverse Merger [Member] | |||
Income Tax Disclosure [Line Items] | |||
Amount of increase (decrease) in the valuation allowance | $ 151,600 | ||
Domestic Tax Authority [Member] | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards, limitations on use | expire in 2027 | ||
Operating loss carryforward limit, percentage | 80% |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Net Loss per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss attributable to Kineta, Inc. | $ (63,408) | $ (11,817) |
Denominator: | ||
Weighted-average shares outstanding, basic | 4,926,000 | 4,358,000 |
Weighted-average shares outstanding, diluted | 4,926,000 | 4,358,000 |
Net loss per share, basic | $ (12.87) | $ (2.71) |
Net loss per share, diluted | $ (12.87) | $ (2.71) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Basic and Diluted Net Loss per Share (Parenthetical) (Details) - Common Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Weighted Average Number of Shares, Contingently Issuable | 260,000 | 153,000 |
Share price | $ 0.14 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted-average Shares Outstanding (Detail) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 1,497 | 1,831 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 733 | 703 |
Unvested Restricted Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 175 | 143 |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 533 | 338 |
Vested Restricted Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 56 | 56 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 0 | 591 |
Net Loss Per Share (Additional
Net Loss Per Share (Additional Information) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Defined contribution plan | $ 0.1 | $ 0.1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Aug. 31, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) Segment $ / shares shares | Feb. 28, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Oct. 31, 2022 $ / shares | Sep. 30, 2022 $ / shares | |
Related Party Transaction [Line Items] | |||||||
Issuance Of Warrants | $ 3,309 | ||||||
(Loss) gain on extinguishments of debt, net | $ 341 | $ 1,719 | |||||
Private Placement | |||||||
Related Party Transaction [Line Items] | |||||||
Number of related parties | Segment | 4 | ||||||
Aggregate purchase price | $ 4,800 | ||||||
Issuance of warrants | shares | 66,000 | ||||||
Number of shares issued | shares | 415,000 | 415,000 | |||||
Private Placement | Member of Board of Directors | |||||||
Related Party Transaction [Line Items] | |||||||
Number of related parties | Segment | 2 | ||||||
Private Placement | Senior Management Team | |||||||
Related Party Transaction [Line Items] | |||||||
Number of related parties | Segment | 2 | ||||||
2022 Convertible Notes | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion Price | $ / shares | $ 1.61 | $ 1.61 | $ 1.61 | ||||
Outstanding principal and accrued interest, amount settled | $ 4,800 | ||||||
2022 Convertible Notes | Non-voting Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion Price | $ / shares | $ 0.995 | $ 0.995 | |||||
Number of shares issued | shares | 335,000 | 335,000 | |||||
2022 Convertible Notes | Affiliated with Board of Directors | |||||||
Related Party Transaction [Line Items] | |||||||
Number of related parties | Segment | 3 | ||||||
2020 Convertible Notes | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion Price | $ / shares | $ 0.995 | $ 0.995 | |||||
Outstanding principal and accrued interest, amount settled | $ 2,000 | $ 0 | 13,800 | ||||
(Loss) gain on extinguishments of debt, net | $ 700 | ||||||
2020 Convertible Notes | Non-voting Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued | shares | 139,000,000 | 139,000,000 | |||||
2020 Notes | |||||||
Related Party Transaction [Line Items] | |||||||
Debt Conversion, Converted Instrument, Principal and accrued interest | $ 500 | ||||||
2020 Notes | Non-voting Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 23,000 | ||||||
Percentage of discount on common stock | 15% | ||||||
(Loss) gain on extinguishments of debt, net | $ 100 | ||||||
2020 Notes | Member of Board of Directors | |||||||
Related Party Transaction [Line Items] | |||||||
Note payable, principal | $ 0 | $ 0 | $ 500 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Feb. 28, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Dec. 16, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||||
common stock offering amount | $ 60,000 | ||||
Common Stock Shares Issued | 8,318,000 | 4,656,000 | |||
Common Stock Value | $ 8 | $ 5 | |||
Private Placement | |||||
Subsequent Event [Line Items] | |||||
Common Stock Shares Issued | 649,346 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
common stock offering amount | $ 17,500 | ||||
Common Stock Shares Issued | 127,000,000 | 127,000,000 | |||
Common Stock Value | $ 800 | $ 800 | |||
Gross proceeds from the sales | 3% |