Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 09, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Central Index Key | 0001445283 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
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 $0.001 per share | |
Trading Symbol | KA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,490,302 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 9,238 | $ 13,143 |
Prepaid expenses and other current assets | 331 | 457 |
Total current assets | 9,569 | 13,600 |
Property and equipment, net | 72 | 249 |
Operating right-of-use asset | 1,034 | 1,211 |
Rights from Private Placement | 2,250 | 2,250 |
Restricted cash | 125 | 125 |
Total assets | 13,050 | 17,435 |
Current liabilities: | ||
Accounts payable | 9,835 | 6,635 |
Accrued expenses and other current liabilities | 1,052 | 3,527 |
Deferred revenue | 161 | 442 |
Operating lease liability, current portion | 871 | 843 |
Finance lease liabilities, current portion | 41 | 40 |
Total current liabilities | 11,960 | 11,487 |
Notes payable | 754 | 748 |
Operating lease liability, net of current portion | 319 | 547 |
Finance lease liabilities, net of current portion | 73 | 83 |
Total liabilities | 13,106 | 12,865 |
Commitments and contingencies (Note 6) | ||
Shareholders' equity (deficit): | ||
Common stock, $0.001 par value; 125,000 shares authorized as of March 31, 2023 and December 31, 2022; 8,531 and 8,318 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 9 | 8 |
Additional paid-in capital | 157,959 | 156,106 |
Accumulated deficit | (158,141) | (151,690) |
Total stockholders' equity (deficit) attributable to Kineta, Inc. | (173) | 4,424 |
Noncontrolling interest | 117 | 146 |
Total stockholders' equity (deficit) | (56) | 4,570 |
Total liabilities and stockholders' equity (deficit) | $ 13,050 | $ 17,435 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 8,531,000 | 8,318,000 |
Common stock, shares outstanding | 8,531,000 | 8,318,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues: | ||
Total revenues | $ 281,000 | $ 433,000 |
Operating expenses: | ||
Research and development | 2,843,000 | 4,023,000 |
General and administrative | 3,924,000 | 1,609,000 |
Total operating expenses | 6,767,000 | 5,632,000 |
Loss from operations | (6,486,000) | (5,199,000) |
Other (expense) income: | ||
Interest expense (with related parties $xx for the three months ended March31,2023 and $xx for the three months ended March 31, 2022) | (23,000) | (584,000) |
Change in fair value measurement of notes payable | (6,000) | 142,000 |
Gain on extinguishments of debt, net | 0 | 669,000 |
Other (expense) income, net | 35,000 | (3,000) |
Total other expense,net | 6,000 | 224,000 |
Net loss | (6,480,000) | (4,975,000) |
Net (loss) income attributable to noncontrolling interest | (29,000) | 1,000 |
Net loss attributable to Kineta, Inc. | $ (6,451,000) | $ (4,976,000) |
Net loss per share, basic | $ (0.77) | $ (1.07) |
Net loss per share, diluted | $ (0.77) | $ (1.07) |
Weighted-average shares outstanding, basic | 8,361,000 | 4,663,000 |
Weighted-average shares outstanding, diluted | 8,361,000 | 4,663,000 |
Collaboration revenue [Member] | ||
Revenues: | ||
Total revenues | $ 281,000 | $ 0 |
Licensing revenues [Member] | ||
Revenues: | ||
Total revenues | 0 | 358,000 |
Grant revenues [Member] | ||
Revenues: | ||
Total revenues | $ 0 | $ 75,000 |
Condensed Condensed Consolidate
Condensed Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Interest expense, related party | $ 0 | $ 489 |
Condensed Consolidated Statem_2
Condensed 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, 2021 | $ (11,949) | $ 5 | $ 76,137 | $ (88,282) | $ (12,140) | $ 191 |
Balance, Shares at Dec. 31, 2021 | 4,656 | |||||
Issuance of common stock | 98 | 98 | 98 | |||
Issuance of common stock, Shares | 3 | |||||
Issuance of common stock upon extinguishment of notes payable and accrued interest | 235 | 235 | 235 | |||
Issuance of common stock upon extinguishment of notes payable and accrued interest, Shares | 9 | |||||
Issuance of common stock upon exercise of warrants, Shares | 1 | |||||
Stock-based compensation | 285 | 285 | 285 | |||
Net loss | (4,975) | (4,976) | (4,976) | 1 | ||
Balance at Mar. 31, 2022 | (16,306) | $ 5 | 76,755 | (93,258) | (16,498) | 192 |
Balance, Shares at Mar. 31, 2022 | 4,669 | |||||
Balance at Dec. 31, 2022 | 4,570 | $ 8 | 156,106 | (151,690) | 4,424 | 146 |
Balance, Shares at Dec. 31, 2022 | 8,318 | |||||
Issuance of common stock | 752 | $ 1 | 751 | 752 | ||
Issuance of common stock, Shares | 127 | |||||
Issuance of common stock upon exercise of warrants | 7 | 7 | 7 | |||
Issuance of common stock upon exercise of warrants, Shares | 51 | |||||
Issuance of common stock upon vesting of RSUs, Shares | 23 | |||||
Issuance of common stock for services | 41 | 41 | 41 | |||
Issuance of common stock for services, Shares | 12 | |||||
Stock-based compensation | 1,054 | 1,054 | 1,054 | |||
Net loss | (6,480) | (6,451) | (6,451) | (29) | ||
Balance at Mar. 31, 2023 | $ (56) | $ 9 | $ 157,959 | $ (158,141) | $ (173) | $ 117 |
Balance, Shares at Mar. 31, 2023 | 8,531 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities: | ||
Net loss | $ (6,480) | $ (4,975) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of notes payable | 6 | (142) |
Non-cash stock-based compensation | 1,054 | 285 |
Non-cash operating lease expense | 177 | 159 |
Depreciation and amortization | 2 | 16 |
Warrants issued for services | 41 | 0 |
Gain on extinguishments of debt, net | 0 | (669) |
Non-cash interest expense | 10 | 107 |
Gain on disposal of asset | (110) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 126 | (109) |
Accounts payable | 3,200 | 1,084 |
Accrued expenses and other current liabilities | (2,485) | (600) |
Operating lease liability | (200) | (174) |
Deferred revenue | (281) | (358) |
Net cash used in operating activities | (4,940) | (5,376) |
Investing activities: | ||
Purchases of property and equipment | 0 | (15) |
Proceeds from sale of property and equipment | 285 | 0 |
Net cash provided by (used in) investing activities | 285 | (15) |
Financing activities: | ||
Proceeds from notes payable | 0 | 2,400 |
Proceeds from issuance of common stock | 752 | 98 |
Proceeds from exercise of warrants | 7 | 0 |
Repayments of notes payable | 0 | (4,000) |
Repayments of finance lease liabilities | (9) | (7) |
Net cash provided by (used in) financing activities | 750 | (1,509) |
Net change in cash and restricted cash | (3,905) | (6,900) |
Cash and restricted cash at beginning of year | 13,268 | 11,219 |
Cash and restricted cash at end of year | 9,363 | 4,319 |
Components of cash and restricted cash: | ||
Cash | 9,238 | 4,244 |
Restricted cash | 125 | 75 |
Total cash and restricted cash | 9,363 | 4,319 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 13 | $ 477 |
Organization and Liquidity
Organization and Liquidity | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022, the Company owns a majority interest of the outstanding issued equity of KCP and all of the outstanding issued equity of KVHF. 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, March 29, 2023 and May 1, 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 July 25, 2023 . Liquidity The Company has incurred recurring net losses and negative cash flows from operations since inception and, as of March 31, 2023, had an accumulated deficit of $ 158.1 million . The net loss attributable to the Company was $ 6.5 million for the three months ended March 31, 2023. As of March 31, 2023, the Company had unrestricted cash of $ 9.2 million . The Company’s cash as of March 31, 2023 , together with the $ 5.5 million net proceeds received in April 2023 from the registered direct offering plus the committed proceeds of $ 22.5 million pursuant to the second closing of the Private Placement, will be sufficient to fund operating expenses and capital expenditure requirements into early 2025. 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 financings from its current investors as well as prospective investors and may receive milestone payments from its license agreements, or other sources. However, there is no guarantee that any of these additional financings 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. 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 | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information The unaudited condensed consolidated balance sheet as of December 31, 2022 was derived from the Company ’ s audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed consolidated financial statements, as of March 31, 2023 and for the three months ended March 31, 2023, are unaudited and have been prepared by the Company pursuant to the rules and regulations of the SEC for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading. There have been no changes to the Company’s significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023 (the “2022 Annual Report on Form 10-K”). These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2022 included in the 2022 Annual Report on Form 10-K. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s condensed consolidated financial position as of March 31, 2023 and condensed consolidated results of operations and cash flows for the three months ended March 31, 2023 and 2022 have been made. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2023. Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and applicable SEC rules regarding annual financial reporting. The condensed consolidated financial statements include all accounts of the Company, its majority owned subsidiary KCP, and its wholly owned subsidiary, KVHF. All intercompany transactions and balances have been eliminated upon consolidation. Noncontrolling interest in the accompanying condensed consolidated financial statements represents the proportionate share of equity which is not held by the Company. Net income (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. Revenue Recognition Collaboration Revenues 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 March 31, 2023 , the Company had $ 161,000 in deferred revenue under the Merck Collaboration Agreement. The Company recognizes revenue using the cost-to-cost method, which it believes best depicts the transfer of control to the customer. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the identified performance obligation. Under this method, revenue is recognized as a percentage of actual cost incurred to the estimated costs to complete. Accounting Pronouncements Recently Adopted Effective January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2020-08, “Codification Improvements to Subtopic 718-740, Compensation—Stock Compensation”. This ASU makes several improvements to the guidance in Subtopic 718-740, which addresses stock compensation. The adoption of ASU 2020-08 did not have a material impact on the consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. 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 5), 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 5). 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 note for the three months ended March 31, 2023 were as follows: discount rate of 15.0 % and contractual payment date of 1.3 years, which resulted in a fair value range for the 2020 note of $ 225,000 . The significant unobservable inputs used in the fair value measurement of the 2020 notes for the three months ended March 31, 2022 were as follows: discount rate of 19.5 % and contractual payment dates ranging from 0.3 to 1.2 years, which resulted in a fair value for the 2020 notes of $ 1.6 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 for the three months ended March 31, 2022 were as follows: discount rate of 13.0 % and contractual payment dates ranging from of 0.5 to 1.0 years, which resulted in a fair value for the 2020 convertible notes ranging from $ 0.9 million to $ 5.8 million. 2022 Convertible Notes The 2022 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 automatic conversion scenario. The value of the 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 the 2020 notes for the three months ended March 31, 2022 were as follows: discount rate of 33.6 % and contractual payment dates ranging from 0.3 years to 1.0 years, which resulted in a fair value of the 2022 convertible notes of $ 2.5 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: Three Months Ended March 31, 2023 2022 (in thousands) Balance at beginning of period $ 748 $ 17,830 Issuance of 2022 convertible notes — 2,400 Change in fair value of 2022 & 2020 notes payable 6 ( 142 ) Change in fair value of debt extinguishment — ( 669 ) Partial settlement of 2020 notes payable — ( 4,000 ) Balance at end of period $ 754 $ 15,419 |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2023 | |
Statement Of Financial Position [Abstract] | |
Balance Sheet Components | 4. Balance Sheet Components Property and Equipment, Net Property and equipment, net consisted of the following: March 31, 2023 December 31, 2022 (in thousands) Laboratory equipment $ 60 $ 779 Computer and software 72 73 Leasehold improvements 14 14 Total property and equipment 146 866 Less: Accumulated depreciation and amortization 74 617 Total property and equipment, net $ 72 $ 249 Depreciation and amortization expense was $ 2,000 for the three months ended March 31, 2023 and $ 16,000 for the three months ended March 31, 2022. 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 zero as of March 31, 2023 and $ 0.1 million as of December 31, 2022, net of accumulated depreciation. During the three months ended March 31, 2023 , the Company disposed of assets with a net carrying value of $ 175,000 and received proceeds of $ 285,000 . The Company recorded a gain on disposal of fixed assets, which is recorded in other income (expense) in the Statement of Operations. 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, March 29, 2023 and May 1, 2023, 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 July 25, 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 July 25, 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: March 31, 2023 December 31, 2022 (in thousands) Compensation and benefits $ 486 $ 745 Professional services 336 2,176 Accrued interest 141 132 Accrued clinical trial and preclinical costs 22 404 Other 67 70 Total accrued expenses and other current liabilities $ 1,052 $ 3,527 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Note Payable | 5. Notes Payable Notes payable outstanding consisted of the following as of the periods presented: March 31, 2023 December 31, 2022 Principal Fair Value Principal Fair Value (in thousands) Notes payable: 2020 notes $ 250 $ 225 $ 250 $ 219 Other notes payable 379 379 379 379 Small Business Administration loan 150 150 150 150 Total notes payable $ 779 754 $ 779 748 Less: current portion — — Notes payable, net of current portion $ 754 $ 748 The Company elected the fair value option for the 2020 notes (see Note 3). The other notes payable and Small Business Administration loan 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 March 31, 2023 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 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 14). 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 2022, the Company settled $ 1.4 million in outstanding principal and accrued interest by issuing 59,000 shares of the Company’s non-voting common stock at a 15 % discount. The Company extended the maturity date for the remaining 2020 notes with a principal balance of $ 250,000 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 April 2022, 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 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. 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 three months ended March 31, 2023 was $ 237,000 and variable costs were $ 172,000 . Rent expense for the three months ended March 31, 2022 was $ 208,000 and variable costs were $ 137,000 . 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 March 31, 2023 were as follows: Years (in thousands) Remainder of 2023 $ 705 2024 561 Total undiscounted lease payments 1,266 Less: Imputed interest ( 76 ) Operating lease liability 1,190 Less: Operating lease liability, current portion ( 871 ) Operating lease liability, net of current portion $ 319 Supplemental information on the Company’s operating leases was as follows: Three Months Ended March 31, 2023 2022 Cash paid for operating lease agreement (in thousands) $ 231 $ 224 Remaining lease term (in years) 1.3 2.3 Incremental borrowing rate 10 % 10 % The Company subleases portions of its premises in Seattle, Washington 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 $ 49,000 for the three months ended March 31, 2023 and $ 46,000 for three months ended March 31, 2022 and recorded within operating expenses. As of March 31, 2023 , the total minimum rentals to be received under the remaining noncancelable sublease was $ 120,000 . Finance Leases Future undiscounted payments due under finance lease liabilities as of March 31, 2023 were as follows: Years (in thousands) Remainder of 2023 $ 37 2024 50 2025 32 2026 10 Total undiscounted lease payments 129 Less: Imputed interest ( 15 ) Financing lease liabilities 114 Less: Financing lease liabilities, current portion ( 41 ) Financing lease liabilities, net of current portion $ 73 Supplemental information on the Company’s financing leases was as follows (cash paid for finance lease agreements was not material): March 31, 2023 December 31, 2022 Weighted average remaining lease term (in years) 2.7 3.2 Incremental borrowing rate 9.3 % 9.3 % 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 On September 20, 2022, the Company entered into an at-will employment agreement (“Baker Employment Agreement”), which became effective on October 3, 2022, with Keith Baker, its Chief Financial Officer. On September 28, 2022, the Company entered into at-will employment agreements (together with the Baker Employment Agreement, the “Executive Employment Agreements”), which became effective on December 16, 2022 upon the closing of the Merger, 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 $ 1.3 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 | 3 Months Ended |
Mar. 31, 2023 | |
License Agreements Disclosure [Abstract] | |
Strategic License Agreements | 7. 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 ended 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 March 31, 2023 , the Company has incurred $ 0.25 million in milestone expense and zero in royalties under the 2019 MTA. 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 March 31, 2023 , no ne of the milestones have been achieved and no royalties were due under the agreement. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Shareholders' Equity | 8. Stockholders’ Equity Warrants to Purchase Common Stock As of March 31, 2023, the Company had 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 Outstanding as of December 31, 2022 Issued Exercised Cancelled/Expired Number Outstanding as of March 31, 2023 Range of 2013 April 2023 12 — — — 12 $ 10.17 2017 November 2023 - June 2025 131 — — — 131 $ 0.14 - $ 21.80 2019 March 2025 - April 2027 44 — — — 44 $ 0.14 - $ 21.80 2020 June 2023 - October 2023 45 — — — 45 $ 0.14 - $ 26.88 2022 August 2025 - December 2029 301 — ( 51 ) — 250 $ 0.14 - $ 168.35 Total number of shares 533 — ( 51 ) — 482 During the three months ended March 31, 2023 , the Company issued 51,000 shares of its common stock upon exercise of warrants and received proceeds of $ 7,000 . The exercise price of all shares exercised was $ 0.14 . As of March 31, 2022, the Company had 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 Outstanding as of December 31, 2021 Issued Exercised Cancelled/Expired Number Outstanding as of March 31, 2022 Range of 2013 April 2023 12 — — — 12 $ 10.17 2017 November 2023 - June 2025 203 — — — 203 $ 0.14 - $ 21.80 2019 March 2025 - April 2027 50 — — — 50 $ 0.14 - $ 21.80 2020 June 2023 - October 2023 73 ( 1 ) — — 72 $ 0.14 - $ 26.88 Total number of shares 338 ( 1 ) — — 337 During the three months ended March 31, 2022, the Company issued 1,175 shares of its common stock upon exercise of warrants and received proceeds of $ 171 . The exercise price of all shares exercised was $ 0.14 . Common Stock As of March 31, 2023 , there were 8,531,000 shares of common stock issued and outstanding. Common stock reserved for future issuance consisted of the following as the period presented: March 31, (in thousands) Shares reserved for stock options and restricted stock units to purchase 860 Shares reserved for future issuance of equity awards 2,316 Shares reserved for exercise of warrants 482 Total 3,658 During the three months ended March 31, 2023 , the Company sold 126,503 shares of its common stock to individual investors under the Sales Agreement (as defined below) and received net proceeds of $ 0.8 million in connection with the ATM (as defined below) equity offering program. During the three months ended March 31, 2023 , the Company issued 23,000 shares of its common stock upon vesting of restricted stock units. 19,000 shares were issued to members of the Company’s executive management, 2,000 shares were issued to directors of the Company and 2,000 were issued to other employees. During the three months ended March 31, 2023 , the Company issued 12,000 shares of its common stock for professional services and recorded $ 41,000 as consulting expense within general and administrative expense. During the three months ended March 31, 2022, outstanding principal and accrued interest under the other notes payable of $ 235,000 was settled by issuing 9,000 shares of the Company’s common stock at fair value (based on a recent valuation) to the holders. During the three months ended March 31, 2022, the Company sold 3,000 shares of its common stock to individual investors and received net proceeds of $ 98,000 . During the three months ended March 31, 2022, the Company issued 1,175 shares of its common stock upon exercise of warrants and received proceeds of $ 171 . The exercise price of all shares exercised was $ 0.14 . 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 July 25, 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. 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 July 25, 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 July 25, 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. |
Collaboration Agreement
Collaboration Agreement | 3 Months Ended |
Mar. 31, 2023 | |
Revenue Recognition And Deferred Revenue [Abstract] | |
Collaboration Agreement | 9. Collaboration Agreement The following table shows the activity for the Company’s collaboration revenue agreement and deferred revenue (in thousands): March 31, 2023 2022 (in thousands) Balance as of beginning of period $ 442 $ — Decrease for provision of research services ( 281 ) — Balance as of end of period $ 161 $ — 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 $ 442,000 in deferred revenue under the Merck Collaboration Agreement. The Company recognized $ 281,000 in revenue for the three months ended March 31, 2023 and zero for the three months ended March 31, 2022 . As of March 31, 2023, the Company had $ 161,000 in deferred revenue under the Merck Collaboration Agreement. |
Grants Agreements
Grants Agreements | 3 Months Ended |
Mar. 31, 2023 | |
Research And Development [Abstract] | |
Grant Agreements | 10. Grant Agreements National Institutes of Health The Company was awarded a cost-reimbursable grant from the National Institutes of Health (the “NIH”), a federal medical research agency supporting scientific studies, to support the Company’s research studies for arenavirus hemorrhagic fever. This award was based on budgeted direct and indirect costs and may only be used for budgeted costs as allowable under certain government regulations and NIH’s policy and compliance requirements, subject to government audit. This award was $ 1.1 million for the budget period January 2021 to December 2021, which was later extended to December 31, 2022. The Company recognized grant revenue under this grant of zero for the three months ended March 31, 2023, and $ 75,000 for the three months ended March 31, 2022 . |
Licensing Revenue Agreement
Licensing Revenue Agreement | 3 Months Ended |
Mar. 31, 2023 | |
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 agreement and deferred revenue (in thousands): March 31, 2023 2022 (in thousands) Balance as of beginning of period $ — $ 1,041 Decrease for provision of research services — ( 358 ) Balance as of end of period $ — $ 683 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. On December 27, 2022, the Company through its subsidiary KCP, received written notice from Genentech of its termination of the Genentech Agreement. The Company recognized license revenue over time of zero under the Genentech Agreement with Genentech for the three months ended March 31, 2023, and $ 358,000 for the three months ended March 31, 2022 . There was no deferred revenue related to this license as of March 31, 2023 as the Genentech Agreement was terminated in December 2022. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023. 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 March 31, 2023. As of March 31, 2023 , there were no SARs outstanding. 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 March 31, 2023. 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) December 31, 2022 734 $ 22.67 5.4 $ — Forfeited ( 17 ) $ 25.56 Expired ( 9 ) $ 10.90 Outstanding as of March 31, 2023 708 $ 22.75 5.2 $ — Exercisable as of March 31, 2023 573 $ 21.73 4.5 $ — 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: Three Months Ended March 31, 2023 2022 Expected volatility 84.2 %- 84.7 % Expected term (years) 5.8 - 6.6 Risk-free interest rate 1.6 %- 2.2 % Expected dividend yield 0 %- 0 % The Company did not grant any stock options during the three months ended March 31, 2023. Restricted Stock The Company has granted restricted stock units (“RSUs”) under its equity incentive plans with both service-based and performance-based vesting conditions. As of March 31, 2023 , the Company’s outstanding RSUs all related to RSUs with performance-based conditions that vest based on meeting certain liquidity events, with a grant date fair value of $ 4.1 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, 2022 175 $ 26.89 Released ( 23 ) $ 27.03 Outstanding and unvested as of March 31, 2023 152 $ 26.87 Stock-Based Compensation The following table summarizes total stock-based compensation included in the Company’s consolidated statements of operations: Three Months Ended March 31, 2023 2022 (in thousands) Research and development $ 77 $ 165 General and administrative 977 120 Total stock-based compensation $ 1,054 $ 285 As of March 31, 2023 , there was $ 2.4 million of unrecognized stock-based compensation related to stock options and RSUs outstanding, which is expected to be recognized over a weighted-average remaining service period of 1.1 years. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 13. Net Loss Per Share The following table summarizes the computation of basic and diluted net loss per share: Three Months Ended March 31, 2023 2022 (in thousands, excepts per share amounts) Numerator: Net loss attributable to Kineta, Inc. $ ( 6,451 ) $ ( 4,976 ) Denominator: Weighted-average common shares outstanding, basic and diluted 8,361 4,663 Net loss per share, basic and diluted $ ( 0.77 ) $ ( 1.07 ) 1. Included in the denominator for the three months ended March 31, 2023 and 2022, were 520,000 and 234,000 w eighted-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: March 31, 2023 December 31, 2022 (in thousands) Common stock options 708 733 Unvested restricted stock subject to repurchase 152 175 Warrants to purchase common stock 482 533 Vested restricted stock subject to recall 56 56 Total 1,398 1,497 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 $ 40,000 for the three months ended March 31, 2023 and $ 41,000 for the three months ended March 31, 2022 . |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions RSU Vesting During the three months ended March 31, 2023 , the Company issued 23,000 shares of its common stock upon vesting of restricted stock units. 19,000 shares were issued to members of the Company’s executive management and 2,000 shares were issued to directors of the Company. Notes Payable During the three months ended March 31, 2022, the Company made a $ 4.0 million cash payment of principal to one of its creditors that is a director of the Company as a partial repayment for a note issued pursuant to the 2020 convertible notes and recognized a $ 669,000 gain on extinguishment. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events | 15. Subsequent Events The Company evaluated subsequent events through the date these consolidated financial statements were issued. Employee and Director Equity Awards On April 12, 2023, the Company’s board of directors (the “Board”) granted to various employees and Board members stock options to purchase an aggregate of 1,171,920 shares of common stock at an exercise price of $ 3.28 per share. Included in the grant were an option to purchase 207,000 shares of common stock to Shawn Iadonato, Chief Executive Officer; an option to purchase 165,600 shares of common stock to Craig Philips, President; an option to purchase 120,060 shares of common stock to Keith Baker, Chief Financial Officer; an option to purchase 120,060 shares of common stock to Pauline Kenny, General Counsel; an option to purchase 120,060 shares of common stock to Thierry Guillaudeux, Chief Scientific Officer; an option to purchase 20,000 shares of common stock to each of David Arkowitz and Richard Peters, each a member of the Board, pursuant to his appointment to the Board; an option to purchase 12,500 shares of common stock to each of Raymond Bartoszek, Marion R. Foote, David Arkowitz and Richard Peters, each a member of the Board, pursuant to an annual Board award grant; and 349,140 shares of common stock to other employees. These stock option grants were issued under the 2022 Equity Incentive Plan. The option awards granted to Dr. Iadonato, Mr. Philips, Mr. Baker, Ms. Kenny and Dr. Guillaudeux vested 25 % on the date of grant and the remaining shares vest 1/36th monthly over 36 months beginning May 1, 2023. The option awards granted to Mr. Arkowitz and Dr. Peters pursuant to their appointment to the Board vest 1/36th monthly over 36 months beginning February 1, 2023. The option awards granted to Mr. Bartoszek, Ms. Foote, Mr. Arkowitz and Dr. Peters for their annual Board award grant vest 1/12th monthly over 12 months beginning July 7, 2023. Equity Raise - Registered Direct Offering On April 20, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company issued and sold, in a registered direct offering priced at-the-market under the rules of The Nasdaq Stock Market (the “Registered Offering”), (i) an aggregate of 948,000 shares of its common stock, at a purchase price of $ 4.21 per share and (ii) pre-funded warrants exercisable for up to 477,179 shares of its common stock (the “Pre-Funded Warrants”) to the Investor at a purchase price of $ 4.209 per Pre-Funded Warrant, for aggregate gross proceeds from the Offerings (as defined below) of approximately $ 6.0 million before deducting the placement agent fee (as described in greater detail below) and related offering expenses. Each Pre-Funded Warrant represents the right to purchase one share of common stock at an exercise price of $ 0.001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full. In a concurrent private placement (the “Private Placement” and, together with the Registered Offering, the “Offering”), the Company issued to the Investor warrants to purchase up to 1,425,179 shares of common stock (the “Common Warrants”) at an exercise price of $ 4.08 per share. The Common Warrants are exercisable immediately and will expire five and one-half years from the initial exercise date. In connection with the Offering, the Company entered into an engagement letter (the “Engagement Letter”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright agreed to serve as the exclusive placement agent for the issuance and sale of securities of the Company pursuant to the Purchase Agreement. As compensation for such placement agent services, the Company paid Wainwright an aggregate cash fee equal to $ 420,000 , a non-accountable expense of $ 35,000 and $ 50,000 for legal and other expenses as actually incurred. The total offering-related fees were approximately $ 520,000 , which resulted in net proceeds to the Company of $ 5.5 million. On April 24, 2023, the Company also issued to Wainwright or its designees warrants to purchase 71,259 shares of common stock (the “Wainwright Warrants”). The Wainwright Warrants have a term of five years from the commencement of sales in the Offering, and have an exercise price of $ 5.2625 per share. Amendment No. 4 to the Securities Purchase Agreement 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, March 29, 2023 and May 1, 2023 (such financing agreement, as amended, the “Securities Purchase Agreement”), to sell shares of the Company’s common stock to certain institutional investors in a private placement (the “Private Placement”). The Company and the investors entered into the amendment to the Securities Purchase Agreement on May 1, 2023 to, among other things, extend the date of the second closing. The second closing of the Private Placement for an aggregate purchase price of $ 22.5 million is expected to occur on July 25, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and applicable SEC rules regarding annual financial reporting. The condensed consolidated financial statements include all accounts of the Company, its majority owned subsidiary KCP, and its wholly owned subsidiary, KVHF. All intercompany transactions and balances have been eliminated upon consolidation. Noncontrolling interest in the accompanying condensed consolidated financial statements represents the proportionate share of equity which is not held by the Company. Net income (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. |
Revenue Recognition | Revenue Recognition Collaboration Revenues 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 March 31, 2023 , the Company had $ 161,000 in deferred revenue under the Merck Collaboration Agreement. The Company recognizes revenue using the cost-to-cost method, which it believes best depicts the transfer of control to the customer. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the identified performance obligation. Under this method, revenue is recognized as a percentage of actual cost incurred to the estimated costs to complete. |
Accounting Pronouncements Recently Adopted | Accounting Pronouncements Recently Adopted Effective January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2020-08, “Codification Improvements to Subtopic 718-740, Compensation—Stock Compensation”. This ASU makes several improvements to the guidance in Subtopic 718-740, which addresses stock compensation. The adoption of ASU 2020-08 did not have a material impact on the consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: Three Months Ended March 31, 2023 2022 (in thousands) Balance at beginning of period $ 748 $ 17,830 Issuance of 2022 convertible notes — 2,400 Change in fair value of 2022 & 2020 notes payable 6 ( 142 ) Change in fair value of debt extinguishment — ( 669 ) Partial settlement of 2020 notes payable — ( 4,000 ) Balance at end of period $ 754 $ 15,419 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Statement Of Financial Position [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: March 31, 2023 December 31, 2022 (in thousands) Laboratory equipment $ 60 $ 779 Computer and software 72 73 Leasehold improvements 14 14 Total property and equipment 146 866 Less: Accumulated depreciation and amortization 74 617 Total property and equipment, net $ 72 $ 249 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of the periods presented: March 31, 2023 December 31, 2022 (in thousands) Compensation and benefits $ 486 $ 745 Professional services 336 2,176 Accrued interest 141 132 Accrued clinical trial and preclinical costs 22 404 Other 67 70 Total accrued expenses and other current liabilities $ 1,052 $ 3,527 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable outstanding consisted of the following as of the periods presented: March 31, 2023 December 31, 2022 Principal Fair Value Principal Fair Value (in thousands) Notes payable: 2020 notes $ 250 $ 225 $ 250 $ 219 Other notes payable 379 379 379 379 Small Business Administration loan 150 150 150 150 Total notes payable $ 779 754 $ 779 748 Less: current portion — — Notes payable, net of current portion $ 754 $ 748 |
Schedule of Expected Future Minimum Principal | Expected future minimum principal payments under the Company’s notes payables as of March 31, 2023 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) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Future Undiscounted Payments | Future undiscounted payments due under the operating lease as of March 31, 2023 were as follows: Years (in thousands) Remainder of 2023 $ 705 2024 561 Total undiscounted lease payments 1,266 Less: Imputed interest ( 76 ) Operating lease liability 1,190 Less: Operating lease liability, current portion ( 871 ) Operating lease liability, net of current portion $ 319 |
Schedule of Operating Leases Supplemental Information | Supplemental information on the Company’s operating leases was as follows: Three Months Ended March 31, 2023 2022 Cash paid for operating lease agreement (in thousands) $ 231 $ 224 Remaining lease term (in years) 1.3 2.3 Incremental borrowing rate 10 % 10 % |
Schedule of Finance Lease Future Undiscounted Payments | Future undiscounted payments due under finance lease liabilities as of March 31, 2023 were as follows: Years (in thousands) Remainder of 2023 $ 37 2024 50 2025 32 2026 10 Total undiscounted lease payments 129 Less: Imputed interest ( 15 ) Financing lease liabilities 114 Less: Financing lease liabilities, current portion ( 41 ) Financing lease liabilities, net of current portion $ 73 |
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): March 31, 2023 December 31, 2022 Weighted average remaining lease term (in years) 2.7 3.2 Incremental borrowing rate 9.3 % 9.3 % |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Warrants to Purchase | As of March 31, 2023, the Company had 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 Outstanding as of December 31, 2022 Issued Exercised Cancelled/Expired Number Outstanding as of March 31, 2023 Range of 2013 April 2023 12 — — — 12 $ 10.17 2017 November 2023 - June 2025 131 — — — 131 $ 0.14 - $ 21.80 2019 March 2025 - April 2027 44 — — — 44 $ 0.14 - $ 21.80 2020 June 2023 - October 2023 45 — — — 45 $ 0.14 - $ 26.88 2022 August 2025 - December 2029 301 — ( 51 ) — 250 $ 0.14 - $ 168.35 Total number of shares 533 — ( 51 ) — 482 |
Schedule of Common Stock for Future Issuance | Common stock reserved for future issuance consisted of the following as the period presented: March 31, (in thousands) Shares reserved for stock options and restricted stock units to purchase 860 Shares reserved for future issuance of equity awards 2,316 Shares reserved for exercise of warrants 482 Total 3,658 |
Collaboration Agreement (Tables
Collaboration Agreement (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue Recognition And Deferred Revenue [Abstract] | |
Summary of collaboration revenue agreement and deferred revenue | The following table shows the activity for the Company’s collaboration revenue agreement and deferred revenue (in thousands): March 31, 2023 2022 (in thousands) Balance as of beginning of period $ 442 $ — Decrease for provision of research services ( 281 ) — Balance as of end of period $ 161 $ — |
Licensing Revenue Agreement - (
Licensing Revenue Agreement - (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 agreement and deferred revenue (in thousands): March 31, 2023 2022 (in thousands) Balance as of beginning of period $ — $ 1,041 Decrease for provision of research services — ( 358 ) Balance as of end of period $ — $ 683 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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) December 31, 2022 734 $ 22.67 5.4 $ — Forfeited ( 17 ) $ 25.56 Expired ( 9 ) $ 10.90 Outstanding as of March 31, 2023 708 $ 22.75 5.2 $ — Exercisable as of March 31, 2023 573 $ 21.73 4.5 $ — |
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: Three Months Ended March 31, 2023 2022 Expected volatility 84.2 %- 84.7 % Expected term (years) 5.8 - 6.6 Risk-free interest rate 1.6 %- 2.2 % Expected dividend yield 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, 2022 175 $ 26.89 Released ( 23 ) $ 27.03 Outstanding and unvested as of March 31, 2023 152 $ 26.87 |
Summary of Total Stock-Based Compensation | The following table summarizes total stock-based compensation included in the Company’s consolidated statements of operations: Three Months Ended March 31, 2023 2022 (in thousands) Research and development $ 77 $ 165 General and administrative 977 120 Total stock-based compensation $ 1,054 $ 285 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: Three Months Ended March 31, 2023 2022 (in thousands, excepts per share amounts) Numerator: Net loss attributable to Kineta, Inc. $ ( 6,451 ) $ ( 4,976 ) Denominator: Weighted-average common shares outstanding, basic and diluted 8,361 4,663 Net loss per share, basic and diluted $ ( 0.77 ) $ ( 1.07 ) 1. Included in the denominator for the three months ended March 31, 2023 and 2022, were 520,000 and 234,000 w eighted-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: March 31, 2023 December 31, 2022 (in thousands) Common stock options 708 733 Unvested restricted stock subject to repurchase 152 175 Warrants to purchase common stock 482 533 Vested restricted stock subject to recall 56 56 Total 1,398 1,497 |
Organization and Liquidity - Ad
Organization and Liquidity - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Jul. 25, 2023 | Dec. 16, 2022 | Apr. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Organization And Liquidity [Line Items] | ||||||
Proceeds from issuance of common stock | $ 752,000 | $ 98,000 | ||||
Accumulated deficit | 158,141,000 | $ 151,690,000 | ||||
Net loss | 6,451,000 | 4,976,000 | ||||
Net loss | (6,480,000) | (4,975,000) | ||||
Cash | 9,238,000 | $ 4,244,000 | $ 13,143,000 | |||
Proceeds From Sale Of Other Assets 1 | 285,000,000 | |||||
Private Placement [Member] | ||||||
Organization And Liquidity [Line Items] | ||||||
Proceeds from issuance of common stock | $ 7,400,000 | |||||
Private Placement [Member] | Subsequent Event | ||||||
Organization And Liquidity [Line Items] | ||||||
Proceeds from issuance of common stock | $ 5,500,000 | |||||
Rights from Private Placement | $ 22,500,000 | |||||
Net proceeds from Private Placement | $ 22,500 | |||||
Merger Agreement | ||||||
Organization And Liquidity [Line Items] | ||||||
Issuance of common stock, Shares | 649,346 | |||||
Proceeds from issuance of common stock | $ 7,400,000 | |||||
Rights from Private Placement | $ 22,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Deferred Revenue | $ 161,000 | |
Accounting Standards Update 2021-04 | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Change in accounting principle accounting standards update, adopted | true | |
Change in accounting principle accounting standards update, immaterial effect | true |
Reverse Merger (Additional Info
Reverse Merger (Additional Information) (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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 | 8,531,000 | 8,318,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Notes payable | $ 754 | $ 748 | |
2022 Convertible Notes | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Long-term debt, term | 3 months 18 days | ||
2022 Convertible Notes | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Long-term debt, term | 1 year | ||
Convertible debt | $ 2,500 | ||
2020 Convertible Notes | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Long-term debt, term | 6 months | ||
Convertible debt | $ 900 | ||
2020 Convertible Notes | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Long-term debt, term | 1 year | ||
Convertible debt | $ 5,800 | ||
2020 Notes | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Long-term debt, term | 3 months 18 days | ||
2020 Notes | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Long-term debt, term | 1 year 3 months 18 days | 1 year 2 months 12 days | |
Convertible debt | $ 225,000 | $ 1,600 | |
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 | 0.336 | ||
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 | 0.130 | ||
Discount Rate | 2020 Notes | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Long-term debt, measurement input | 0.195 | ||
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 | 0.150 |
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 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of period | $ 748 | $ 17,830 |
Issuance of 2022 convertible notes | 0 | 2,400 |
Change in fair value of 2022 & 2020 notes payable | 6 | (142) |
Change in fair value of debt extinguishment | 0 | (669) |
Partial settelement of 2020 notes payable | 0 | (4,000) |
Balance at end of period | $ 754 | $ 15,419 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Components [Line Items] | ||
Total property and equipment | $ 146 | $ 866 |
Less: Accumulated depreciation and amortization | 74 | 617 |
Total property and equipment, net | 72 | 249 |
Laboratory Equipment | ||
Balance Sheet Components [Line Items] | ||
Total property and equipment | 60 | 779 |
Computer and Software | ||
Balance Sheet Components [Line Items] | ||
Total property and equipment | 72 | 73 |
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 | Mar. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Components [Abstract] | ||
Professional services | $ 336 | $ 2,176 |
Compensation and benefits | 486 | 745 |
Accrued clinical trial and preclinical costs | 22 | 404 |
Accrued interest | 141 | 132 |
Other | 67 | 70 |
Total accured expense and other current liabilities | $ 1,052 | $ 3,527 |
Balance Sheet Components (Addit
Balance Sheet Components (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
May 31, 2023 | Dec. 16, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Balance Sheet Components [Line Items] | |||||
Property and equipment, net | $ 72 | $ 249 | |||
Proceeds from disposal of assets | 175,000 | ||||
Proceeds From Sale Of Other Assets 1 | 285,000 | ||||
Depreciation and amortization expense | $ 2,000 | $ 16,000 | |||
Common stock, shares issued | 8,531,000 | 8,318,000 | |||
Proceeds From Issuance Of Common Stock | $ 752 | $ 98 | |||
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 July 25, 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 | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total notes payable | $ 779 | $ 779 |
Fair Value | 754 | 748 |
Less: current portion | 0 | |
Notes payable, net of current portion | 754 | 748 |
2020 Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | 250 | 250 |
Fair Value | 225 | 219 |
Other Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | 379 | 379 |
Fair Value | 379 | 379 |
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 | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instruments [Abstract] | ||
2023 | $ 0 | |
2024 | 629 | |
2025 | 0 | |
2026 | 0 | |
2027 | 2 | |
Thereafter | 148 | |
Total notes payable | 779 | |
Less: current portion | 0 | |
Notes payable, net of current portion | $ 779 | $ 779 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Aug. 31, 2022 | Jun. 30, 2022 | Oct. 31, 2020 | Aug. 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Aug. 10, 2020 | |
Debt Instrument [Line Items] | |||||||
Gain on extinguishments of debt, net | $ 0 | $ 669,000 | |||||
Commercial revenues | $ 281,000 | $ 433,000 | |||||
Debt instrument, maturity date | Aug. 31, 2050 | ||||||
2020 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Convertible debt | $ 25,000,000 | ||||||
Debt instrument, interest rate, effective percentage | 16% | 50% | |||||
Refinanced notes payable | $ 3,000,000 | ||||||
Debt instrument revised interest rate | 6% | 50% | |||||
Debt instrument, interest rate, increase (decrease) | 16% | ||||||
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 | ||||||
Debt instrument,outstanding principal and accrued interest | $ 1,400,000 | ||||||
Non-voting common, shares, issued | 59,000 | ||||||
Debt instrument, interest rate, increase (decrease) | 6% | ||||||
Other Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, gross | $ 400,000 | ||||||
Fixed interest rate | 12% | ||||||
Debt instrument, interest rate, increase (decrease) | 6% | 13% | |||||
Small Business Administration Loan | |||||||
Debt Instrument [Line Items] | |||||||
Fixed interest rate | 3.75% | ||||||
Loan proceeds | $ 150,000,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Additional Information) (Details) | 3 Months Ended | ||||||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Sep. 20, 2022 USD ($) | Jun. 30, 2020 ft² | May 31, 2020 ft² | Jan. 31, 2019 ft² | Dec. 31, 2017 ft² | |
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 | $ 237,000 | $ 208,000 | |||||
Variable lease, cost | $ 172,000 | 137,000 | |||||
Accrued Compensation | $ 1,300,000 | ||||||
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 | $ 49,000,000 | $ 46,000,000 | |||||
Proceeds from rent | $ 120,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Operating Lease Future Undiscounted Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Operating Lease [Abstract] | ||
Remainder of 2023 | $ 705 | |
2024 | 561 | |
Total undiscounted lease payments | 1,266 | |
Less: Imputed interest | (76) | |
Operating lease liability | 1,190 | |
Less: Operating lease liability, current portion | (871) | $ (843) |
Operating lease liability, net of current portion | $ 319 | $ 547 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Operating Leases Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Lease: | ||
Cash paid for operating lease agreement (in thousands) | $ 231 | $ 224 |
Remaining lease term (in years) | 1 year 3 months 18 days | 2 years 3 months 18 days |
Incremental borrowing rate | 10% | 10% |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Finance Lease Future Undiscounted Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finance Lease [Abstract] | ||
Remainder of 2023 | $ 37 | |
2024 | 50 | |
2025 | 32 | |
2026 | 10 | |
Total undiscounted lease payments | 129 | |
Less: Imputed interest | (15) | |
Financing lease liabilities | 114 | |
Less: Financing lease liabilities, current portion | (41) | $ (40) |
Finance lease liabilities, net of current portion | $ 73 | $ 83 |
Commitments and Contingencies_5
Commitments and Contingencies - Schedule of Finance Leases Supplemental Information (Details) | Mar. 31, 2023 | Mar. 31, 2022 |
Finance Leases: | ||
Weighted average remaining lease term (in years) | 2 years 8 months 12 days | 3 years 2 months 12 days |
Incremental borrowing rate | 9.30% | 9.30% |
Strategic License Agreements -
Strategic License Agreements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 44 Months Ended | |||
Jun. 09, 2021 | Aug. 10, 2020 | Mar. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
License Agreements Disclosure [Line Items] | |||||
Aggregate fair market value | $ 9 | $ 9 | $ 8 | ||
Number of shares issued | 8,531,000 | 8,531,000 | 8,318,000 | ||
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 | |||
Milestone expenses | $ 250 | ||||
Royalties due | $ 0 | ||||
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 shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class Of Warrant Or Right [Line Items] | ||
Number Outstanding as of December 31, 2022 | 533 | 338 |
Issued | (1) | |
Exercised | (51) | |
Number Outstanding as of March 31, 2023 | 482 | 337 |
2013 | ||
Class Of Warrant Or Right [Line Items] | ||
Expiration Date | 2023-04 | 2023-04 |
Number Outstanding as of December 31, 2022 | 12 | 12 |
Number Outstanding as of March 31, 2023 | 12 | 12 |
Range of Exercise Price | $ 10.17 | $ 10.17 |
2017 | ||
Class Of Warrant Or Right [Line Items] | ||
Expiration Date | 2023-11 | 2023-11 |
Expiration Date | 2025-06 | 2025-06 |
Number Outstanding as of December 31, 2022 | 131 | 203 |
Number Outstanding as of March 31, 2023 | 131 | 203 |
2017 | Minimum | ||
Class Of Warrant Or Right [Line Items] | ||
Range of Exercise Price | $ 0.14 | $ 0.14 |
2017 | Maximum | ||
Class Of Warrant Or Right [Line Items] | ||
Range of Exercise Price | $ 21.80 | $ 21.80 |
2019 | ||
Class Of Warrant Or Right [Line Items] | ||
Expiration Date | 2025-03 | 2025-03 |
Expiration Date | 2027-04 | 2027-04 |
Number Outstanding as of December 31, 2022 | 44 | 50 |
Number Outstanding as of March 31, 2023 | 44 | 50 |
2019 | Minimum | ||
Class Of Warrant Or Right [Line Items] | ||
Range of Exercise Price | $ 0.14 | $ 0.14 |
2019 | Maximum | ||
Class Of Warrant Or Right [Line Items] | ||
Range of Exercise Price | $ 21.80 | $ 21.80 |
2020 | ||
Class Of Warrant Or Right [Line Items] | ||
Expiration Date | 2023-06 | 2023-06 |
Expiration Date | 2023-10 | 2023-10 |
Number Outstanding as of December 31, 2022 | 45 | 73 |
Issued | (1) | |
Number Outstanding as of March 31, 2023 | 45 | 72 |
2020 | Minimum | ||
Class Of Warrant Or Right [Line Items] | ||
Range of Exercise Price | $ 0.14 | $ 0.14 |
2020 | Maximum | ||
Class Of Warrant Or Right [Line Items] | ||
Range of Exercise Price | $ 26.88 | $ 26.88 |
2022 | ||
Class Of Warrant Or Right [Line Items] | ||
Expiration Date | 2025-08 | |
Expiration Date | 2029-12 | |
Number Outstanding as of December 31, 2022 | 301 | |
Exercised | (51) | |
Number Outstanding as of March 31, 2023 | 250 | |
2022 | Minimum | ||
Class Of Warrant Or Right [Line Items] | ||
Range of Exercise Price | $ 0.14 | |
2022 | Maximum | ||
Class Of Warrant Or Right [Line Items] | ||
Range of Exercise Price | $ 168.35 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
May 31, 2023 | Dec. 16, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Common stock purchased for professional services | 41,000,000 | ||||
Proceeds from exercise of warrants | $ 7,000 | $ 0 | |||
Proceeds from issuance of common stock | $ 752,000 | 98,000 | |||
Common stock, shares issued | 8,531,000 | 8,318,000 | |||
Common stock, shares authorized | 125,000,000 | 125,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common stock, shares outstanding | 8,531,000 | 8,318,000 | |||
Merger [Member] | |||||
Common stock, shares issued | 8,531,000 | ||||
Common stock, shares outstanding | 8,531,000 | ||||
Service [Member] | |||||
Common stock, shares issued | 12,000 | ||||
Private Placement | |||||
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 | ||||
Restricted Stock Units R S U [Member] | |||||
Common stock, shares issued | 23,000 | ||||
Individual Counterparty [Member] | |||||
Proceeds from issuance of common stock | $ 800,000 | $ 98,000 | |||
Share sold | 126,503 | 3,000 | |||
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 | ||||
Executive Officer [Member] | |||||
Common stock, shares issued | 19,000 | ||||
Director [Member] | |||||
Common stock, shares issued | 2,000 | ||||
Other Employees [Member] | |||||
Common stock, shares issued | 2,000 | ||||
Warrant [Member] | |||||
Warrants exercise price | $ 0.14 | $ 0.14 | |||
Common stock upon exercise of warrants | 51,000 | 1,175 | |||
Proceeds from exercise of warrants | $ 7,000 | $ 171 | |||
Proceeds from issuance of common stock | $ 171 | ||||
Common stock, shares issued | 9,000 | ||||
Warrant expense | $ 235,000,000 |
Shareholder's Equity - Schedule
Shareholder's Equity - Schedule of Common Stock for Future Issuance (Details) shares in Thousands | Mar. 31, 2023 shares |
Class Of Stock [Line Items] | |
Shares reserved for stock options and restricted stock units to purchase common stock under equity incentive plans | 3,658 |
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 | 860 |
Equity Securities | |
Class Of Stock [Line Items] | |
Shares reserved for stock options and restricted stock units to purchase common stock under equity incentive plans | 2,316 |
Warrant | |
Class Of Stock [Line Items] | |
Shares reserved for stock options and restricted stock units to purchase common stock under equity incentive plans | 482 |
Collaboration Agreement - Summa
Collaboration Agreement - Summary of collaboration revenue agreement and deferred revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue Recognition And Deferred Revenue [Abstract] | ||
Balance as of beginning of period | $ 442 | |
Decrease for provision of researchs services | (281) | |
Balance as of end of period | $ 161 |
Collaboration Agreement (Additi
Collaboration Agreement (Additional Information) (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Deferred Revenue Arrangement [Line Items] | ||||
Deferred revenue | $ 161,000 | $ 442,000 | ||
Merck Co Inc [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred revenue | 161,000 | $ 442,000 | ||
Revenue | $ 281,000 |
Grant Agreements - Additional I
Grant Agreements - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Recognized grant revenue from federal agencies | $ 0 | $ 75,000 | |
National Institutes Of Health | Grant revenues [Member] | |||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Grant Received for Research And Development | $ 1,100,000 |
Licensing Revenue Agreement - S
Licensing Revenue Agreement - Summary Of Licensing Revenue Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue Recognition And Deferred Revenue [Abstract] | ||
Balance as of December 31, 2022 | $ 0 | $ 1,041 |
Decrease for provision of research services | 0 | (358) |
Balance as of March 31, 2023 | $ 0 | $ 683 |
Licensing Revenue Agreement - A
Licensing Revenue Agreement - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Revenue Arrangement [Line Items] | ||||
Deferred revenue | $ 161,000 | $ 442,000 | ||
Genentech,Inc. | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred revenue | 0 | |||
Genentech,Inc. | License And Research Collaboration Agreement | ||||
Deferred Revenue Arrangement [Line Items] | ||||
License revenue recognized | $ 0 | $ 358,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2010 | Dec. 31, 2008 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Expense recognized | $ 1,054 | $ 285 | |||
Amount of cost not yet recognized | $ 2,400 | ||||
Compensation cost not yet recognized, period for recognition | 1 year 1 month 6 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 | $ 4,100 | ||||
Stock Appreciation Rights (SARs) | 2010 Equity Incentive Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares Outstanding | 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Outstanding Stock Options as of December 31, 2022 | 734 | |
Outstanding Stock Options, Forfeited | (17) | |
Outstanding Stock Options, Expired | (9) | |
Outstanding Stock Options as of March 31, 2023 | 708 | 734 |
Outstanding Stock Options, Exercisable as of March 31, 2023 | 573 | |
Weighted- Average Exercise Price Per Share, Beginning Balance | $ 22.67 | |
Weighted- Average Exercise Price Per Share, Forfeited | 25.56 | |
Weighted- Average Exercise Price Per Share, Expired | 10.90 | |
Weighted- Average Exercise Price Per Share, Ending Balance | 22.75 | $ 22.67 |
Weighted- Average Exercise Price Per Share, Exercisable as of March 31, 2023 | $ 21.73 | |
Weighted Average Remaining Contractual Term, Outstanding | 5 years 2 months 12 days | 5 years 4 months 24 days |
Weighted Average Remaining Contractual Term, Exercisable as of March 31, 2023 | 4 years 6 months | |
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 0 |
Aggregate Intrinsic Value, Exercisable as of March 31, 2023 | $ 0 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Fair Value of Stock Options Granted for Employee and Non-Employee Awards (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Minimum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility | 84.20% |
Expected term (years) | 5 years 9 months 18 days |
Risk-free interest rate | 1.60% |
Expected dividend yield | 0% |
Maximum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility | 84.70% |
Expected term (years) | 6 years 7 months 6 days |
Risk-free interest rate | 2.20% |
Expected dividend yield | 0% |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Companies Restricted Stock Activity (Detail) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Restricted Stock, Beginning Balance | shares | 175,000 |
Number of Restricted Stock, Released | shares | (23,000) |
Number of Restricted Stock, ending Balance | shares | 152,000 |
Weighted-Average Grant Date Fair Value Per Share, Beginning Balance | $ / shares | $ 26.89 |
Weighted-Average Grant Date Fair Value Per Share, Released | $ / shares | 27.03 |
Weighted-Average Grant Date Fair Value Per Share, Ending Balance | $ / shares | $ 26.87 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Total Stock-Based Compensation (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | $ 1,054 | $ 285 |
Research and development [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | 77 | 165 |
General and administrative [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | $ 977 | $ 120 |
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 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss attributable to Kineta, Inc. | $ (6,451) | $ (4,976) |
Denominator: | ||
Weighted-average shares outstanding, basic | 8,361,000 | 4,663,000 |
Weighted-average shares outstanding, diluted | 8,361,000 | 4,663,000 |
Net loss per share, basic | $ (0.77) | $ (1.07) |
Net loss per share, diluted | $ (0.77) | $ (1.07) |
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 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Weighted Average Number of Shares, Contingently Issuable | 520,000 | 234,000 |
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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 1,398 | 1,497 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 708 | 733 |
Unvested Restricted Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 152 | 175 |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 482 | 533 |
Vested Restricted Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 56 | 56 |
Net Loss Per Share (Additional
Net Loss Per Share (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Defined contribution plan | $ 40,000 | $ 41,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Cash payment of creditors | $ 4,000,000 | |
Gain on extinguishments of debt, net | $ 0 | $ 669,000 |
Executive management | ||
Related Party Transaction [Line Items] | ||
Number of shares issued | 19,000 | |
Directors | ||
Related Party Transaction [Line Items] | ||
Number of shares issued | 2,000 | |
Common Stock [Member] | ||
Related Party Transaction [Line Items] | ||
Conversion Price | $ 0.14 | |
Number of shares issued | 23,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 3 Months Ended | |||||
Jul. 25, 2023 | May 01, 2023 | Apr. 30, 2023 | Apr. 12, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Common Stock | ||||||
Subsequent Event [Line Items] | ||||||
Share price | $ 0.14 | |||||
Shares issued, shares | 127,000 | 3,000 | ||||
Warrant | ||||||
Subsequent Event [Line Items] | ||||||
Warrants exercise price | $ 0.14 | $ 0.14 | ||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Stock vested, description | The option awards granted to Dr. Iadonato, Mr. Philips, Mr. Baker, Ms. Kenny and Dr. Guillaudeux vested 25% on the date of grant and the remaining shares vest 1/36th monthly over 36 months beginning May 1, 2023. The option awards granted to Mr. Arkowitz and Dr. Peters pursuant to their appointment to the Board vest 1/36th monthly over 36 months beginning February 1, 2023. The option awards granted to Mr. Bartoszek, Ms. Foote, Mr. Arkowitz and Dr. Peters for their annual Board award grant vest 1/12th monthly over 12 months beginning July 7, 2023. | |||||
Stock vested, percentage | 25% | |||||
Subsequent Event | Private Placement | ||||||
Subsequent Event [Line Items] | ||||||
Total offering-related fees | $ 520,000,000 | |||||
Net proceeds | $ 5,500,000 | |||||
Payments for private placement | $ 22,500,000 | |||||
Subsequent Event | Securities Purchase Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Share price | $ 4.21 | |||||
Shares issued, shares | 948,000 | |||||
Warrants exercisable | 477,179 | |||||
Warrants exercise price | $ 0.001 | |||||
Subsequent Event | Securities Purchase Agreement | Private Placement | ||||||
Subsequent Event [Line Items] | ||||||
Warrants to purchase shares of common stock | 1,425,179 | |||||
Warrants exercise price | $ 4.08 | |||||
Subsequent Event | Securities Purchase Agreement | Private Placement | Wainwright & Co., LLC | ||||||
Subsequent Event [Line Items] | ||||||
Warrants to purchase shares of common stock | 71,259 | |||||
Warrant term | 5 years | |||||
Warrants exercise price | $ 5.2625 | |||||
Payments to related party | $ 420,000 | |||||
Non-accountable expense | 35,000 | |||||
Legal fees | $ 50,000 | |||||
Subsequent Event | Board of Directors | ||||||
Subsequent Event [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 1,171,920 | |||||
Share price | $ 3.28 | |||||
Subsequent Event | Shawn Iadonato | Chief Executive Officer | ||||||
Subsequent Event [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 207,000 | |||||
Subsequent Event | Craig Philips | President | ||||||
Subsequent Event [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 165,600 | |||||
Subsequent Event | Keith Baker | Chief Financial Officer | ||||||
Subsequent Event [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 120,060 | |||||
Subsequent Event | Pauline Kenny | General Counsel | ||||||
Subsequent Event [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 120,060 | |||||
Subsequent Event | Thierry Guillaudeux | Chief Scientific Officer | ||||||
Subsequent Event [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 120,060 | |||||
Subsequent Event | David Arkowitz | ||||||
Subsequent Event [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 12,500 | |||||
Subsequent Event | David Arkowitz | Board Member | ||||||
Subsequent Event [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 20,000 | |||||
Subsequent Event | Richard Peters | ||||||
Subsequent Event [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 12,500 | |||||
Subsequent Event | Richard Peters | Board Member | ||||||
Subsequent Event [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 20,000 | |||||
Subsequent Event | Raymond Bartoszek | ||||||
Subsequent Event [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 12,500 | |||||
Subsequent Event | Marion R. Foote | ||||||
Subsequent Event [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 12,500 | |||||
Subsequent Event | Other Employees [Member] | Board Member | ||||||
Subsequent Event [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 349,140 | |||||
Subsequent Event | Investors | Securities Purchase Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Share price | $ 4.209 | |||||
Gross proceeds from offerings | $ 6,000,000 |