Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 13, 2024 | |
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, 2024 | |
Document Fiscal Year Focus | 2024 | |
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 | 7683 SE 27th Street | |
Entity Address Address Line 2 | Suite 481 | |
Entity Address City Or Town | Mercer Island | |
Entity Address State Or Province | WA | |
Entity Address Postal Zip Code | 98040 | |
City Area Code | 206 | |
Local Phone Number | 378-0400 | |
Security12b Title | Common Stock, par value $0.001 per share | |
Trading Symbol | KA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,254,455 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 1,773 | $ 5,783 |
Restricted cash | 75 | 75 |
Prepaid expenses and other current assets | 312 | 119 |
Total current assets | 2,160 | 5,977 |
Operating right-of-use asset | 273 | 472 |
Rights from Private Placement | 0 | 3,832 |
Total assets | 2,433 | 10,281 |
Current liabilities: | ||
Accounts payable | 6,126 | 3,694 |
Accrued expenses and other current liabilities | 1,452 | 2,211 |
Notes payable, current portion | 629 | 620 |
Operating lease liability, current portion | 319 | 547 |
Total current liabilities | 8,526 | 7,072 |
Notes payable, net of current portion | 150 | 150 |
Total liabilities | 8,676 | 7,222 |
Commitments and contingencies (Note 6) | ||
Stockholders' Equity (Deficit): | ||
Common stock, $0.001 par value; 125,000 shares authorized as of March 31, 2024 and December 31, 2023; 11,350 and 10,397 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 11 | 10 |
Additional paid-in capital | 169,615 | 168,669 |
Accumulated deficit | (176,027) | (165,789) |
Total stockholders' equity (deficit) attributable to Kineta, Inc. | (6,401) | 2,890 |
Noncontrolling interest | 158 | 169 |
Total stockholders' equity (deficit) | (6,243) | 3,059 |
Total liabilities and stockholders' equity (deficit) | $ 2,433 | $ 10,281 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 11,350,460 | 10,397,000 |
Common stock, shares outstanding | 11,350,460 | 10,397,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Revenues: | |||
Total revenues | $ 0 | $ 281 | |
Operating expenses: | |||
Research and development | 2,726 | 2,843 | |
General and administrative | 3,680 | 3,924 | |
Total operating expenses | 6,406 | 6,767 | |
Loss from operations | (6,406) | (6,486) | |
Other (expense) income: | |||
Interest income | 48 | 54 | |
Interest expense | (42) | (23) | |
Change in fair value of rights from Private Placement | (3,832) | 0 | |
Change in fair value measurement of notes payable | (9) | (6) | |
Other income (expense), net | (8) | (19) | |
Total other (expense) income, net | (3,843) | 6 | |
Net loss | (10,249) | (6,480) | |
Net loss attributable to noncontrolling interest | (11) | (29) | |
Net loss attributable to Kineta, Inc. | $ (10,238) | $ (6,451) | |
Net loss per share, basic | $ (0.89) | $ (0.77) | |
Net loss per share, diluted | $ (0.89) | $ (0.77) | |
Weighted-average shares outstanding, basic | [1] | 11,443 | 8,361 |
Weighted-average shares outstanding, diluted | [1] | 11,443 | 8,361 |
Collaboration revenue [Member] | |||
Revenues: | |||
Total revenues | $ 0 | $ 281 | |
[1] Included in the denominator were 663,000 weighted-average shares of common stock warrants for the three months ended March 31, 2024 , with an exercise price of $ 0.14 . Included in the denominator were 520,000 weighted-average shares of common stock warrants for the three months ended March 31, 2023 , with an exercise price of $ 0.14 . |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' 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] |
Beginning balance at Dec. 31, 2022 | $ 4,570 | $ 8 | $ 156,106 | $ (151,690) | $ 4,424 | $ 146 |
Beginning 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) | ||
Ending balance at Mar. 31, 2023 | (56) | $ 9 | 157,959 | (158,141) | (173) | 117 |
Ending balance, shares at Mar. 31, 2023 | 8,531 | |||||
Beginning balance at Dec. 31, 2023 | 3,059 | $ 10 | 168,669 | (165,789) | 2,890 | 169 |
Beginning balance, shares at Dec. 31, 2023 | 10,397 | |||||
Issuance of common stock upon exercise of warrants | 1 | $ 1 | 1 | |||
Issuance of common stock upon exercise of warrants, shares | 780 | |||||
Issuance of common stock for services | 469 | 469 | 469 | |||
Issuance of common stock for services, shares | 173 | |||||
Stock-based compensation | 477 | 477 | 477 | |||
Net loss | (10,249) | (10,238) | (10,238) | (11) | ||
Ending balance at Mar. 31, 2024 | $ (6,243) | $ 11 | $ 169,615 | $ (176,027) | $ (6,401) | $ 158 |
Ending balance, shares at Mar. 31, 2024 | 11,350 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities: | ||
Net loss | $ (10,249) | $ (6,480) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of rights from Private Placement | 3,832 | 0 |
Change in fair value of notes payable | 9 | 6 |
Non-cash stock-based compensation | 477 | 1,054 |
Non-cash operating lease expense | 199 | 177 |
Depreciation and amortization | 0 | 2 |
Common stock issued for services | 469 | 41 |
Non-cash interest expense | 0 | 10 |
Gain on disposal of asset | 0 | (110) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (193) | 126 |
Accounts payable | 2,432 | 3,200 |
Accrued expenses and other current liabilities | (759) | (2,485) |
Operating lease liability | (228) | (200) |
Deferred revenue | 0 | (281) |
Net cash used in operating activities | (4,011) | (4,940) |
Investing activities: | ||
Proceeds from sale of property and equipment | 0 | 285 |
Net cash provided by investing activities | 0 | 285 |
Financing activities: | ||
Proceeds from issuance of common stock and pre-funded warrants | 0 | 752 |
Proceeds from exercise of warrants | 1 | 7 |
Repayments of finance lease liabilities | 0 | (9) |
Net cash provided by financing activities | 1 | 750 |
Net change in cash and restricted cash | (4,010) | (3,905) |
Cash and restricted cash at beginning of year | 5,858 | 13,268 |
Cash and restricted cash at end of year | 1,848 | 9,363 |
Components of cash and restricted cash: | ||
Cash | 1,773 | 9,238 |
Restricted cash | 75 | 125 |
Total cash and restricted cash | 1,848 | 9,363 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 5 | $ 13 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (10,238) | $ (6,451) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b51 Arr Modified Flag | false |
Non Rule 10b51 Arr Modified Flag | false |
Organization and Liquidity
Organization and Liquidity | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Liquidity | 1. Organization and Liquidity Description of Business Kineta, Inc. (together with its subsidiaries, “Kineta” or the “Company”) is headquartered in Mercer Island, Washington. The Company is a clinical-stage biotechnology company with a mission to develop next-generation immunotherapies that transform patients’ lives. Kineta has leveraged its expertise in innate immunity and is focused on discovering and developing potentially differentiated immunotherapies that address the mechanisms of cancer immune resistance. 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, 2024 and December 31, 2023, the Company owned a majority interest of the outstanding issued equity of KCP and all of the outstanding issued equity of KVHF. On November 30, 2023, the Company dissolved KVHF and assumed all of the outstanding issued equity. As of March 31, 2024, the Company owns a majority interest of the outstanding issued equity of KCP. Private Placement On December 16, 2022, Yumanity Therapeutics, Inc. (“Yumanity”) completed its previously announced merger transaction with Kineta Operating, Inc. (formerly Kineta, Inc.) (“Private Kineta”) in accordance with the terms of the Agreement and Plan of Merger, dated as of June 5, 2022, as amended on December 5, 2022 (the “Merger Agreement”), by and among Yumanity, Private Kineta and Yacht Merger Sub, Inc., a wholly-owned subsidiary of Yumanity (“Merger Sub”), pursuant to which Merger Sub merged with and into Private Kineta, with Private Kineta surviving such merger as a wholly-owned subsidiary of Yumanity (the “Merger”). In connection and concurrently with the execution of the Merger Agreement, the Company entered into a financing agreement, dated as of June 5, 2022, as amended on October 24, 2022, December 5, 2022, March 29, 2023, May 1, 2023, July 21, 2023 and October 13, 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 was expected to occur on April 15, 2024, however, the investors failed to fulfill their contractual obligation to fund and the second closing did not occur. Going Concern and Capital Resources The Company has incurred recurring net losses and negative cash flows from operations since inception and, as of March 31, 2024, had an accumulated deficit of $ 176.0 million . The net loss attributable to the Company was $ 10.2 million for the three months ended March 31, 2024. As of March 31, 2024, the Company had unrestricted cash of $ 1.8 million , and there is substantial doubt about its ability to continue as a going concern. Based on Kineta’s current operating plans, Kineta does not have sufficient cash and cash equivalents to fund its operating expenses and capital expenditures for at least the next 12 months from the filing date of this Quarterly Report on Form 10-Q. Kineta is exploring strategic alternatives that may include, but are not limited to, sale of assets of the Company, a sale of the Company, licensing of assets, a merger, liquidation or other strategic action. Kineta may seek additional funds through equity or debt financings or through collaborations, licensing transactions or other sources that may be identified through the Company’s strategic process. However, there can be no assurance that Kineta will be able to complete any such transactions on acceptable terms or otherwise. The failure to obtain sufficient funds on commercially acceptable terms when needed would have a material adverse effect on Kineta’s business, results of operations, and financial condition. These factors raise substantial doubt about Kineta’s ability to continue as a going concern. Kineta does not currently have any commitments for future funding or additional capital. As noted above, the investors failed to fulfill their contractual obligation to consummate the Private Placement. The Company is pursuing litigation or seeking other settlements against the investors for the failure to fund. Due to the lack of commitments for future funding or additional capital, Kineta has paused or significantly scaled back the development or commercialization of its future product candidates or other research and development initiatives. If Kineta is unable to complete a strategic transaction or raise additional capital in sufficient amounts, Kineta will not be able to continue its business and the Company may need to file for bankruptcy protection. Geopolitical Developments Geopolitical developments, such as the current conflict in Ukraine and the conflict in Israel and the Gaza Strip 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, 2024 | |
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, 2023 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, 2024 and for the three months ended March 31, 2024, 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, 2023, filed with the SEC on March 21, 2024 (the “2023 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, 2023 included in the 2023 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, 2024 and condensed consolidated results of operations and cash flows for the three months ended March 31, 2024 and 2023 have been made. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2024. 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. 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 Neuromuscular License Agreement”) with Merck to support research, development and commercialization of products for treatment of neuromuscular diseases, including amyotrophic lateral sclerosis. 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. The Company recognized collaboration revenues of zero for the three months ended March 31, 2024 and $ 281,000 for the three months ended March 31, 2023. As of June 30, 2023, the Company completed its project services under the Merck Neuromuscular License Agreement. Net loss per share Basic net loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding common share equivalents. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the net loss for each period presented. In computing basic net loss per share, nominal issuances of common stock, including warrants to purchase the Company’s common stock with exercise prices of $ 0.001 and $ 0.14 per share, are reflected in basic net loss per share for all periods, even if antidilutive. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
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. Rights from Private Placement The Company determined that the rights from Private Placement is a derivative asset, which requires the asset to be accounted for at fair value. The fair value was determined using a Monte Carlo simulation based on the contractual funding date at the measurement date, minimum contractual purchase price of $ 3.18 and historical stock prices. As of March 31, 2024, the Company did not expect the second closing of the Private Placement to occur and as a result, the Company deemed the fair value of the rights from Private Placement to be zero. The Company recorded a loss in the fair value of Private Placement of $ 3.8 million for the three months ended March 31, 2024, which is recorded in other income (expense) in the Statement of Operations. The fair value measurement as of March 31, 2023 was approximately $ 2.3 million and there was no change in fair value for the three months ended March 31, 2023. The following table provides a summary of the changes in the fair value of the rights from Private Placement measured using Level 3 inputs: Three Months Ended March 31, 2024 2023 (in thousands) Balance at beginning of period $ 3,832 $ 2,250 Change in fair value of rights from Private Placement ( 3,832 ) — Balance at end of period $ — $ 2,250 2020 Note The Company elected the fair value option to account for the 2020 note (see Note 5). The Company did not obtain an independent valuation of the 2020 note as it matures on July 31, 2024 and the fair value approximates the principal amount. 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 of the 2020 note of $ 225,000 . The following table provides a summary of the changes in the fair value of the 2020 notes payable measured using Level 3 inputs: Three Months Ended March 31, 2024 2023 (in thousands) Balance at beginning of period $ 241 $ 219 Change in fair value of 2020 notes 9 6 Balance at end of period $ 250 $ 225 |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2024 | |
Statement of Financial Position [Abstract] | |
Balance Sheet Components | 4. Balance Sheet Components Property and Equipment, Net There was no property and equipment as of March 31, 2024 or December 31, 2023. Depreciation and amortization expense was zero for the three months ended March 31, 2024 and $ 2,000 for the three months ended March 31, 2023. 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, the Company entered into the Securities Purchase Agreement to sell shares of the Company’s common stock in 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 was expected to occur on April 15, 2024, however, the investors failed to fulfill their contractual obligation to consummate the Private Placement and the second closing did not occur. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of the periods presented: March 31, December 31, 2024 2023 (in thousands) Accrued clinical trial and preclinical costs $ 490 $ 251 Accrued interest 443 417 Compensation and benefits 308 1,312 Professional services 104 97 Other 107 134 Total accrued expenses and other current liabilities $ 1,452 $ 2,211 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Note Payable | 5. Notes Payable Notes payable outstanding consisted of the following as of the periods presented: March 31, 2024 December 31, 2023 Principal Fair Value Principal Fair Value (in thousands) Notes payable: 2020 notes $ 250 $ 250 $ 250 $ 241 Other notes payable 379 379 379 379 Small Business Administration loan 150 150 150 150 Total notes payable $ 779 779 $ 779 770 Less: current portion 629 620 Notes payable, net of current portion $ 150 $ 150 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, 2024 were as follows: Total (in thousands) Years Remainder of 2024 $ 629 2025 — 2026 — 2027 2 2028 3 Thereafter 145 Total notes payable $ 779 Less: current portion 629 Notes payable, net of current portion $ 150 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 12). 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 note 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. As the 2020 notes were valued pursuant to the fair value election, an immaterial gain was recognized upon extinguishment. 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 $ 379,000 to June 30, 2024 and decreased the interest rate to 6.0 % interest, which was accounted for as a modification. As the other notes payable approximated their fair value, no gain or loss was recognized upon extinguishment. 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, 2024 | |
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 and utilities. Such additional charges are considered variable lease costs and are recognized in the period in which they are incurred. Rent expense was $ 208,000 for the three months ended March 31, 2024 and variable costs were $ 151,000 . Rent expense was $ 237,000 for the three months ended March 31, 2023 and variable costs were $ 172,000 . 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, 2024 were as follows: Years (in thousands) 2024 $ 323 Less: Imputed interest ( 4 ) Operating lease liability 319 Less: Operating lease liability, current portion ( 319 ) Operating lease liability, net of current portion $ — Supplemental information on the Company’s operating leases was as follows: Three Months Ended March 31, 2024 2023 Cash paid for operating lease agreement (in thousands) $ 238 $ 231 Remaining lease term (in years) 0.3 1.3 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. In December 2023, the sublease expiration date was extended from December 2023 to July 2024. Sublease income is recorded within operating expenses and was $ 49,000 for the three months ended March 31, 2024 . Sublease income was $ 49,000 for the three months ended March 31, 2023. As of March 31, 2024, the total minimum rentals to be received under the remaining noncancelable sublease was $ 40,000 . 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 and Separation 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 former Chief Executive Officer, Craig Philips, its President, and Pauline Kenny, its former General Counsel. On April 23, 2023, the Company’s board of directors (the “Board”) approved salary increases effective at the next payroll period and bonus increases for fiscal year 2023 to Shawn Iadonato, Craig Philips, Keith Baker, and Pauline Kenny. As part of the Company’s reduction in workforce plan, the Company terminated the employment of Shawn Iadonato and Pauline Kenny, each effective as of March 1, 2024, without cause. In connection with Dr. Iadonato’s departure, the Company entered into a separation and release agreement with Dr. Iadonato (the “Iadonato Separation Agreement”). Pursuant to the Iadonato Separation Agreement, Dr. Iadonato received payment equal to 80 hours of accrued but unused paid time off and two weeks worth of wages, which, in aggregate, is equal to $ 38,462 . In exchange for the payments and other consideration under the Iadonato Separation Agreement, Dr. Iadonato provided the Company with a release, in favor of the Company, of any and all claims relating to his employment with the Company. In connection with Ms. Kenny’s departure, the Company entered into a separation and release agreement with Ms. Kenny (the “Kenny Separation Agreement”). Pursuant to the Kenny Separation Agreement, Ms. Kenny received payment equal to 80 hours of accrued but unused paid time off and two weeks worth of wages, which, in aggregate, is equal to $ 25,000 . In exchange for the payments and other consideration under the Kenny Separation Agreement, Ms. Kenny provided the Company with a release, in favor of the Company, of any and all claims relating to her employment with the Company. The Executive Employment Agreements referenced above 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 (currently estimated at approximately $ 563,000 in the aggregate), (iii) nine (9) months of COBRA benefits 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, 2024 | |
License Agreements Disclosure [Abstract] | |
Strategic License Agreements | 7. Strategic License Agreements Anti-VISTA Antibody Program In-License Agreement In August 2020, Kineta entered into an Option and License Agreement with GigaGen, Inc. (“GigaGen”), which was amended in November 2020 and further amended in May 2023 (such agreement, as amended, the “VISTA Agreement”) to in-license certain intellectual property and antibodies for the VISTA/KVA12123 drug program. Pursuant to the terms of the VISTA Agreement, GigaGen granted Kineta an exclusive (even as to GigaGen) world-wide license, with the right to grant sublicenses to research, develop, make, have made, use, have used, offer for sale, sell, have sold, distribute, import, have imported, export and have exported and otherwise exploit the licensed antibodies and licensed products. License expenses for the VISTA Agreement were zero for the three months ended March 31, 2024 and zero for the three months ended March 31, 2023. Under the VISTA Agreement, GigaGen is eligible to receive approximately $ 20.4 million in development and regulatory milestone payments and up to $ 11.0 million in sales milestone payments. In addition, GigaGen is eligible to receive low single-digit royalty percentages based on net sales. Kineta is responsible (with input from GigaGen) for the preparation, filing, prosecution and maintenance of all patents and patent applications, and all associated costs. The VISTA Agreement shall remain in effect on a licensed product-by-licensed product and country-by-country basis, until the expiration of the royalty term for a licensed product in a country, which, based on the expiration of the last-to-expire valid claim of the two current patent applications (without any patent term adjustment or extensions) would be February 2042 and March 2044, respectively. Kineta may terminate the VISTA Agreement with 30 days’ written notice to GigaGen. Either party has the right to terminate the VISTA Agreement upon a material breach of the other party that is not cured within 90 days after the breaching party receives written notice of such breach from the non-breaching party. Anti-CD27 Agonist Antibody Program In-License Agreement In June 2021, Kineta entered into an Option and License Agreement with GigaGen, as amended in July 2022, December 2022, May 2023 and December 2023 (such agreement, as amended, the “CD27 Agreement”) to in-license certain intellectual property rights and antibodies for the CD27 drug program. Pursuant to the terms of the CD27 Agreement, GigaGen granted Kineta an exclusive (even as to GigaGen) world-wide license, with the right to grant sublicenses to research, develop, make, have made, use, have used, offer for sale, sell, have sold, distribute, import, have imported, export and have exported and otherwise exploit the licensed antibodies and licensed products. License expenses for the CD27 Agreement were $ 430,000 for the three months ended March 31, 2024 and zero for the three months ended March 31, 2023. Under the CD27 Agreement, GigaGen is eligible to receive approximately $ 20.4 million in development and regulatory milestone payments and up to $ 11.0 million in sales milestone payments. In addition, GigaGen is eligible to receive low single-digit royalty percentages based on net sales. Kineta is responsible (with input from GigaGen) for the preparation, filing, prosecution and maintenance of all patents and patent applications, and all associated costs. The CD27 Agreement shall remain in effect on a licensed product-by-licensed product and country-by-country basis, until the expiration of the royalty term for a licensed product in a country, which, based on the expiration of the last-to-expire valid claim of the current provisional patent application (without any patent term adjustment or extensions) would be September 2044. Kineta may terminate the CD27 Agreement with 30 days’ written notice to GigaGen. Either party has the right to terminate the CD27 Agreement upon a material breach of the other party that is not cured within 90 days after the breaching party receives written notice of such breach from the non-breaching party. Merck Neuromuscular License Agreement In connection with the Merger, the Company became the successor in interest to an exclusive license and research collaboration agreement (the “Merck Neuromuscular License Agreement”) with Merck to support research, development and commercialization of products for treatment of neuromuscular diseases, including amyotrophic lateral sclerosis. In June 2023, the Company achieved a development milestone pursuant to the Merck Neuromuscular License Agreement, which triggered a $ 5.0 million payment. Merck will continue to advance the research program for the ALS pipeline, one of the two pipeline programs licensed under the Merck Neuromuscular License Agreement. Following this milestone, Merck will assume sole responsibility for all future development and commercialization for the ALS program. The Company recognized licensing revenues of zero for the three months ended March 31, 2024 and zero for the three months ended March 31, 2023 under the Merck Neuromuscular License Agreement and has no further obligations under the Merck Neuromuscular License Agreement. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity Warrants to Purchase Common Stock As of March 31, 2024, 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, 2023 Issued Exercised Cancelled/Expired Number Outstanding as of March 31, 2024 Range of 2017 March 2025 - June 2025 126 — — — 126 $ 0.14 - $ 21.80 2019 March 2025 - April 2027 44 — — — 44 $ 0.14 - $ 21.80 2022 August 2025 - December 2029 123 — — — 123 $ 0.14 - $ 168.35 2023 December 2025 - April 2029 3,211 — ( 780 ) — 2,431 $ 3.25 - $ 5.26 Total number of shares 3,504 — ( 780 ) — 2,724 Warrant Exercises During the three months ended March 31, 2024 , the Company issued 780,000 shares of its common stock upon exercise of warrants and received proceeds of $ 1,000 . The exercise price of all shares exercised during the three months ended March 31, 2024 was $ 0.001 . 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 underlying warrants 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 . Common Stock As of March 31, 2024, there were 11,350,460 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 1,793 Shares reserved for future issuance of equity awards 1,411 Shares reserved for exercise of warrants 2,724 Total 5,928 During the three months ended March 31, 2024, the Company issued 780,000 shares of its common stock upon exercise of warrants and received proceeds of $ 1,000 . The exercise price of all shares exercised was $ 0.001 . During the three months ended March 31, 2024 , the Company issued 91,000 shares of its common stock for license expenses and recorded $ 250,000 as license expense within research and development expense. During the three months ended March 31, 2024 , the Company issued 82,000 shares of its common stock for professional services and recorded $ 219,000 as consulting expense within general and administrative expense. 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 $ 751,000 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. 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 was expected to occur on April 15, 2024 . 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 was expected to occur on April 15, 2024 , however, the investors failed to fulfill their contractual obligation to fund and the second closing did not occur. Had the second closing of the Private Placement occurred, the Company would have been 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 VWAP, plus (b) 10% of the VWAP; provided , however , that the share purchase price shall be at least equal to the closing price of the Company’s common stock on March 29, 2023. 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 was subject to remeasurement at each reporting date and the Company used the Monte Carlo simulation method to determine fair value of approximately $ 3.8 million as of December 31, 2023 and zero as of March 31, 2024 as at that time, the Company did not expect the second closing to occur. The Company incurred insignificant issuance costs related to the Private Placement. |
Collaboration Agreement
Collaboration Agreement | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 2023 (in thousands) Balance as of beginning of period $ — $ 442 Decrease for provision of research services — ( 281 ) Balance as of end of period $ — $ 161 Merck In connection with the Merger, the Company became the successor in interest to the Merck Neuromuscular License Agreement with Merck to support research, development and commercialization of products for treatment of neuromuscular diseases, including amyotrophic lateral sclerosis (“ALS”). The Company recognized zero in revenue for the three months ended March 31, 2024 and $ 281,000 for the three months ended March 31, 2023. As of March 31, 2024 , the Company had zero in deferred revenue under the Merck Neuromuscular License Agreement. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 10. 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 86,000 stock options granted prior to the 2008 Plan expiration remain outstanding as of March 31, 2024. 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 181,000 stock options granted prior to the expiration remain outstanding as of March 31, 2024. 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 199,000 stock options and 7,000 RSUs granted prior to the 2020 Plan expiration remain outstanding as of March 31, 2024. 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, 2023 1,975 $ 9.00 7.6 $ 604 Granted — $ — Exercised — $ — Forfeited ( 66 ) $ 4.18 Expired ( 123 ) $ 12.11 Outstanding as of March 31, 2024 1,786 $ 8.96 8.0 $ — Exercisable as of March 31, 2024 1,045 $ 12.10 7.2 $ — Fair Value of Stock Options The Company did no t grant any stock options during the three months ended March 31, 2024 or 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, 2024, the Company’s outstanding RSUs are time-based and have a grant date fair value of $ 176,000 . 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, 2023 8 $ 27.14 Exercised/Released ( 1 ) $ 31.98 Cancelled/Forfeited — $ — Outstanding and unvested as of March 31, 2024 7 $ 26.62 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, 2024 2023 (in thousands) Research and development $ 74 $ 77 General and administrative 403 977 Total stock-based compensation $ 477 $ 1,054 As of March 31, 2024, there was $ 1.5 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 1.6 years. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 11. Net Loss Per Share The following table summarizes the computation of basic and diluted net loss per share: Three Months Ended March 31, 2024 2023 (in thousands, excepts per share amounts) Numerator: Net loss attributable to Kineta, Inc. $ ( 10,238 ) $ ( 6,451 ) Denominator: Weighted-average common shares outstanding, basic and diluted (1) 11,443 8,361 Net loss per share, basic and diluted $ ( 0.89 ) $ ( 0.77 ) (1) Included in the denominator were 663,000 weighted-average shares of common stock warrants for the three months ended March 31, 2024 , with an exercise price of $ 0.14 . Included in the denominator were 520,000 weighted-average shares of common stock warrants for the three months ended March 31, 2023 , with an exercise price of $ 0.14 . 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: Three Months Ended March 31, 2024 2023 (in thousands) Warrants to purchase common stock 2,560 482 Common stock options 1,786 708 Vested restricted stock subject to recall 56 56 Unvested restricted stock subject to repurchase 7 152 Total 4,409 1,398 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 $ 23,000 for the three months ended March 31, 2024 and $ 40,000 for the three months ended March 31, 2023 . |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions Stock Purchases During the three months ended March 31, 2023 , five members of the Company’s executive management purchased 35,000 shares of the Company’s common stock on the open market and one director of the Company purchased 5,000 shares of the Company’s common stock on the open market. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | 13. Subsequent Events The Company evaluated subsequent events through the date these consolidated financial statements were issued. Annual Stock Awards and Employee Retention Policy On April 11, 2024, the Compensation Committee of the Board approved and on April 14, 2024, the Board approved and adopted the Annual Stock Awards and Employee Retention Policy (the “Policy”), which will provide retention awards to key employees, including certain of the Company’s named executive officers. Under the Policy, the Company’s former Chief Executive Officer and the Company’s Chair of the Board, Shawn Iadonato, Ph.D., the Company’s President, Craig W. Philips, the Company’s Chief Financial Officer, Keith A. Baker, and the Company’s Chief Scientific Officer, Thierry Guillaudeux, Ph.D., received option awards to purchase 225,000 , 225,000 , 225,000 and 225,000 shares of the Company’s common stock, respectively. The awards are subject to three-part vesting: (i) 25 % of the shares will vest upon award; (ii) 50 % of shares will vest in the event of a Transaction or a Qualified Transaction, as such terms are defined in the Policy; and (iii) 25 % of the shares will vest and become exercisable over the 36-month period following the award on the one-month anniversary of the vesting commencement date, subject to the optionee’s continued service through each vesting date. Cash Retention Plan On April 11, 2024, the Compensation Committee approved and on April 14, 2024, the Board approved and adopted the Cash Retention Plan (the “Plan”) to further align management’s interest with that of investors and to ensure retention of key employees, including certain of the Company’s named executive officers. Under the Plan, the following one-time bonuses will be paid within 30 days of the funding of a Qualified Transaction (as defined in the Plan): $ 83,333 to the Company’s President, Craig W. Philips, $ 72,917 to the Company’s Chief Financial Officer, Keith A. Baker, and $ 72,917 to the Company’s Chief Scientific Officer, Thierry Guillaudeux, Ph.D. Nasdaq Bid Price Deficiency Letter On April 18, 2024 , the Company received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Rule”) because the Company has not maintained a minimum closing bid price of the Company’s common stock of at least $ 1.00 per share for the last 30 consecutive business days. The Notice has no immediate effect on the listing or trading of the Company’s securities. The Company has 180 calendar days from the date of the Notice, or until October 15, 2024 , to regain compliance. If the Company is not deemed in compliance before the expiration of the 180 day compliance period, it will be afforded an additional 180 day compliance period, provided that on the 180th day of the first compliance period it meets the applicable market value of publicly held shares requirement for continued listing and all other applicable standards for initial listing on The Nasdaq Capital Market (except the bid price requirement) based on the Company's most recent public filings and market information and provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance period. Compliance can be achieved during any compliance period by meeting the applicable standard for a minimum of 10 consecutive business days during the applicable compliance period, unless Nasdaq exercises its discretion to extend this 10 day period as discussed in Rule 5810(c)(3)(H). If the Company does not regain compliance with the bid price requirement within the compliance period, the Company’s common stock will be subject to delisting. In the event the Company receives notice that the Company’s common stock is being delisted, Nasdaq’s rules permit the Company to appeal the delisting determination by the Nasdaq staff to a hearings panel. The Company intends to monitor the bid price of the Company’s listed securities and may, if appropriate, consider available options to regain compliance with the bid price requirement. There can be no assurance that the Company will be able to regain compliance with the bid price requirement. Settlement Agreement and Mutual Release On April 22, 2024, the Company entered into a settlement agreement and mutual release (the “Settlement Agreement”) by and between the Company and RLB Holdings Connecticut, LLC (“RLB”) to continue RLB’s investment in the Company and to resolve any and all potential claims or causes of action in connection with RLB’s failure to purchase $ 2,500,000 shares of the Company’s common stock pursuant to a financing agreement, dated as of June 5, 2022, as amended on October 24, 2022, December 5, 2022, March 29, 2023, May 1, 2023, July 21, 2023 and October 13, 2023. Pursuant to the Settlement Agreement, within five (5) days of the Agreement, RLB shall purchase $ 500,000 of shares of Common Stock, to be adjusted as necessary to avoid the issuance of any fractional shares (the “Share Purchase Price”), and in exchange, within ten (10) days of receiving the Share Purchase Price, Kineta shall issue to RLB such number of shares of Common Stock equal to the Share Purchase Price divided by the sum of (i) the Nasdaq Official Closing Price of Common Stock for the five trading days prior to the date of the Agreement (the “NOCP”) and (ii) 20 % of the NOCP. On April 23, 2024, the Company received cash proceeds of $ 500,000 from RLB and on May 1 , 2024, the Company issued 903,995 shares of its common stock to RLB. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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. 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 Neuromuscular License Agreement”) with Merck to support research, development and commercialization of products for treatment of neuromuscular diseases, including amyotrophic lateral sclerosis. 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. The Company recognized collaboration revenues of zero for the three months ended March 31, 2024 and $ 281,000 for the three months ended March 31, 2023. As of June 30, 2023, the Company completed its project services under the Merck Neuromuscular License Agreement. Net loss per share Basic net loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding common share equivalents. Diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive given the net loss for each period presented. In computing basic net loss per share, nominal issuances of common stock, including warrants to purchase the Company’s common stock with exercise prices of $ 0.001 and $ 0.14 per share, are reflected in basic net loss per share for all periods, even if antidilutive. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Changes In The Fair Value Of The Rights From Private Placement | The following table provides a summary of the changes in the fair value of the rights from Private Placement measured using Level 3 inputs: Three Months Ended March 31, 2024 2023 (in thousands) Balance at beginning of period $ 3,832 $ 2,250 Change in fair value of rights from Private Placement ( 3,832 ) — Balance at end of period $ — $ 2,250 |
Summary of Changes in Fair Value of 2020 Notes Payable Measured Using Level 3 Inputs | The following table provides a summary of the changes in the fair value of the 2020 notes payable measured using Level 3 inputs: Three Months Ended March 31, 2024 2023 (in thousands) Balance at beginning of period $ 241 $ 219 Change in fair value of 2020 notes 9 6 Balance at end of period $ 250 $ 225 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Statement of Financial Position [Abstract] | |
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, December 31, 2024 2023 (in thousands) Accrued clinical trial and preclinical costs $ 490 $ 251 Accrued interest 443 417 Compensation and benefits 308 1,312 Professional services 104 97 Other 107 134 Total accrued expenses and other current liabilities $ 1,452 $ 2,211 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable outstanding consisted of the following as of the periods presented: March 31, 2024 December 31, 2023 Principal Fair Value Principal Fair Value (in thousands) Notes payable: 2020 notes $ 250 $ 250 $ 250 $ 241 Other notes payable 379 379 379 379 Small Business Administration loan 150 150 150 150 Total notes payable $ 779 779 $ 779 770 Less: current portion 629 620 Notes payable, net of current portion $ 150 $ 150 |
Schedule of Expected Future Minimum Principal | Expected future minimum principal payments under the Company’s notes payables as of March 31, 2024 were as follows: Total (in thousands) Years Remainder of 2024 $ 629 2025 — 2026 — 2027 2 2028 3 Thereafter 145 Total notes payable $ 779 Less: current portion 629 Notes payable, net of current portion $ 150 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Future Undiscounted Payments | Future undiscounted payments due under the operating lease as of March 31, 2024 were as follows: Years (in thousands) 2024 $ 323 Less: Imputed interest ( 4 ) Operating lease liability 319 Less: Operating lease liability, current portion ( 319 ) Operating lease liability, net of current portion $ — |
Schedule of Operating Leases Supplemental Information | Supplemental information on the Company’s operating leases was as follows: Three Months Ended March 31, 2024 2023 Cash paid for operating lease agreement (in thousands) $ 238 $ 231 Remaining lease term (in years) 0.3 1.3 Incremental borrowing rate 10 % 10 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Warrants to Purchase | As of March 31, 2024, 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, 2023 Issued Exercised Cancelled/Expired Number Outstanding as of March 31, 2024 Range of 2017 March 2025 - June 2025 126 — — — 126 $ 0.14 - $ 21.80 2019 March 2025 - April 2027 44 — — — 44 $ 0.14 - $ 21.80 2022 August 2025 - December 2029 123 — — — 123 $ 0.14 - $ 168.35 2023 December 2025 - April 2029 3,211 — ( 780 ) — 2,431 $ 3.25 - $ 5.26 Total number of shares 3,504 — ( 780 ) — 2,724 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 underlying warrants 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 1,793 Shares reserved for future issuance of equity awards 1,411 Shares reserved for exercise of warrants 2,724 Total 5,928 |
Collaboration Agreement (Tables
Collaboration Agreement (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 2023 (in thousands) Balance as of beginning of period $ — $ 442 Decrease for provision of research services — ( 281 ) Balance as of end of period $ — $ 161 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [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, 2023 1,975 $ 9.00 7.6 $ 604 Granted — $ — Exercised — $ — Forfeited ( 66 ) $ 4.18 Expired ( 123 ) $ 12.11 Outstanding as of March 31, 2024 1,786 $ 8.96 8.0 $ — Exercisable as of March 31, 2024 1,045 $ 12.10 7.2 $ — |
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, 2023 8 $ 27.14 Exercised/Released ( 1 ) $ 31.98 Cancelled/Forfeited — $ — Outstanding and unvested as of March 31, 2024 7 $ 26.62 |
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, 2024 2023 (in thousands) Research and development $ 74 $ 77 General and administrative 403 977 Total stock-based compensation $ 477 $ 1,054 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 2023 (in thousands, excepts per share amounts) Numerator: Net loss attributable to Kineta, Inc. $ ( 10,238 ) $ ( 6,451 ) Denominator: Weighted-average common shares outstanding, basic and diluted (1) 11,443 8,361 Net loss per share, basic and diluted $ ( 0.89 ) $ ( 0.77 ) (1) Included in the denominator were 663,000 weighted-average shares of common stock warrants for the three months ended March 31, 2024 , with an exercise price of $ 0.14 . Included in the denominator were 520,000 weighted-average shares of common stock warrants for the three months ended March 31, 2023 , with an exercise price of $ 0.14 . |
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: Three Months Ended March 31, 2024 2023 (in thousands) Warrants to purchase common stock 2,560 482 Common stock options 1,786 708 Vested restricted stock subject to recall 56 56 Unvested restricted stock subject to repurchase 7 152 Total 4,409 1,398 |
Organization and Liquidity - Ad
Organization and Liquidity - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Dec. 16, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Organization And Liquidity [Line Items] | ||||
Proceeds from issuance of common stock and pre-funded warrants | $ 0 | $ 752,000 | ||
Accumulated deficit | 176,027,000 | $ 165,789,000 | ||
Net loss | (10,249,000) | (6,480,000) | ||
Cash | 1,773,000 | 9,238,000 | $ 5,783,000 | |
Proceeds From Sale Of Other Assets 1 | $ 285,000 | |||
Private Placement [Member] | ||||
Organization And Liquidity [Line Items] | ||||
Proceeds from issuance of common stock and pre-funded warrants | $ 7,400,000 | |||
Merger Agreement | ||||
Organization And Liquidity [Line Items] | ||||
Issuance of common stock, shares | 649,346 | |||
Proceeds from issuance of common stock and pre-funded warrants | $ 7,400,000 | |||
Rights from Private Placement | $ 22,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Summary Of Significant Accounting Policies [Line Items] | ||
License revenue recognized | $ 0 | $ 281,000 |
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 | |
Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Warrants exercise price | $ 0.001 | |
Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Warrants exercise price | $ 0.14 |
Reverse Merger (Additional Info
Reverse Merger (Additional Information) (Details) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 11,350,460 | 10,397,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 3 Months Ended | ||
Mar. 31, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Notes payable | $ 779,000 | $ 770,000 | |
Servicing Asset, Fair Value, Change in Fair Value, Other, Statement of Income or Comprehensive Income [Extensible Enumeration] | Nonoperating Income (Expense) | ||
2020 Notes | |||
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 | ||
Convertible debt | $ 225,000 | ||
Private Placement [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Minimum purchase price | $ / shares | $ 3.18 | ||
Change in fair value of rights from Private Placement | $ 3,800,000 | ||
Fair value measurement | $ 2,300,000 | ||
Discount Rate | 2020 Notes | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Long-term debt, measurement input | 0.15 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule Of Changes In The Fair Value Of The Rights (Details) - Private Placement [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Servicing Assets at Fair Value [Line Items] | ||
Change in fair value of rights from Private Placement | $ 3,800 | |
Level 3 | ||
Servicing Assets at Fair Value [Line Items] | ||
Balance at beginning of period | 3,832 | $ 2,250 |
Change in fair value of rights from Private Placement | (3,832) | 0 |
Balance at end of period | $ 0 | $ 2,250 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of 2020 Notes Payable Measured Using Level 3 Inputs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of period | $ 241 | $ 219 |
Change in fair value of 2020 notes | 9 | 6 |
Balance at end of period | $ 250 | $ 225 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Balance Sheet Components [Line Items] | ||
Total property and equipment, net | $ 0 | $ 0 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Balance Sheet Components [Abstract] | ||
Accrued clinical trial and preclinical costs | $ 490 | $ 251 |
Accrued interest | 443 | 417 |
Compensation and benefits | 308 | 1,312 |
Professional services | 104 | 97 |
Other | 107 | 134 |
Total accured expense and other current liabilities | $ 1,452 | $ 2,211 |
Balance Sheet Components (Addit
Balance Sheet Components (Additional Information) (Details) - USD ($) | 3 Months Ended | |||||
Apr. 15, 2024 | May 31, 2023 | Dec. 16, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Balance Sheet Components [Line Items] | ||||||
Property and equipment, net | $ 0 | $ 0 | ||||
Proceeds from disposal of assets | 175,000 | |||||
Proceeds From Sale Of Other Assets 1 | 285,000 | |||||
Depreciation and amortization expense | $ 0 | 2,000 | ||||
Common stock, shares issued | 11,350,460 | 10,397,000 | ||||
Proceeds from Issuance of Common Stock | $ 0 | $ 752,000 | ||||
Private Placement [Member] | ||||||
Balance Sheet Components [Line Items] | ||||||
aggregate purchase price | $ 22,500,000 | |||||
Common stock, shares issued | 649,346 | |||||
Proceeds from Issuance of Common Stock | $ 7,400,000 | |||||
Private Placement [Member] | Forecast [Member] | ||||||
Balance Sheet Components [Line Items] | ||||||
Future Right Recorded as Other Asset | $ 2,300,000 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total notes payable | $ 779 | $ 779 |
Fair Value | 779 | 770 |
Less: current portion | 629 | 620 |
Notes payable, net of current portion | 150 | 150 |
2020 Notes Payable | ||
Debt Instrument [Line Items] | ||
Total notes payable | 250 | 250 |
Fair Value | 250 | 241 |
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, 2024 | Dec. 31, 2023 |
Debt Instruments [Abstract] | ||
Remainder of 2024 | $ 629 | |
2025 | 0 | |
2026 | 0 | |
2027 | 2 | |
2028 | 3 | |
Thereafter | 145 | |
Total notes payable | 779 | |
Less: current portion | 629 | $ 620 |
Notes payable, net of current portion | $ 150 |
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, 2024 | Mar. 31, 2023 | Aug. 10, 2020 | |
Debt Instrument [Line Items] | |||||||
Commercial revenues | $ 0 | $ 281,000 | |||||
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% | |||||
Convertible Debt, Fair Value Disclosures | $ 225,000 | ||||||
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 | $ 379,000 | ||||||
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 |
Commitments and Contingencies_2
Commitments and Contingencies (Additional Information) (Details) | 3 Months Ended | |||||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Mar. 01, 2024 USD ($) | Jun. 30, 2020 ft² | May 31, 2020 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 | $ 208,000 | $ 237,000 | ||||
Variable lease, cost | 151,000 | 172,000 | ||||
Accrued Compensation | $ 563,000 | |||||
Sublease Agreement [Member] | ||||||
Long-Term Purchase Commitment [Line Items] | ||||||
Area of land | ft² | 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 | $ 49,000 | ||||
Proceeds from rent | $ 40,000,000 | |||||
Iadonato Separation Agreement [Member] | ||||||
Long-Term Purchase Commitment [Line Items] | ||||||
Accrued Payment | $ 38,462 | |||||
Kenny Separation Agreement [Member] | ||||||
Long-Term Purchase Commitment [Line Items] | ||||||
Accrued Payment | $ 25,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Operating Lease Future Undiscounted Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Operating Lease [Abstract] | ||
2024 | $ 323 | |
Less: Imputed interest | (4) | |
Operating lease liability | 319 | |
Less: Operating lease liability, current portion | (319) | $ (547) |
Operating lease liability, net of current portion | $ 0 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Operating Leases Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Lease: | ||
Cash paid for operating lease agreement (in thousands) | $ 238 | $ 231 |
Remaining lease term (in years) | 3 months 18 days | 1 year 3 months 18 days |
Incremental borrowing rate | 10% | 10% |
Strategic License Agreements -
Strategic License Agreements - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2023 | Aug. 31, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
License Agreements Disclosure [Line Items] | ||||||
Aggregate fair market value | $ 11,000 | $ 10,000 | ||||
Total revenues | $ 0 | $ 281,000 | ||||
Number of shares issued | 11,350,460 | 10,397,000 | ||||
Option and License Agreement | ||||||
License Agreements Disclosure [Line Items] | ||||||
License Rights Excercise Expense | $ 0 | 0 | ||||
Option and License Agreement | Gigagen, Inc | ||||||
License Agreements Disclosure [Line Items] | ||||||
License Rights Excercise Expense | 430,000 | 0 | ||||
Development and regulatory milestones, aggregate amount payable | $ 20,400,000 | $ 20,400,000 | ||||
Sales milestone, aggregate amount payable | $ 11,000,000 | $ 11,000,000 | ||||
Option and License Agreement | Merck Neuromuscular License Agreement | ||||||
License Agreements Disclosure [Line Items] | ||||||
Development and regulatory milestones, aggregate amount payable | $ 5,000,000 | |||||
Total revenues | $ 0 | $ 0 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrants to Purchase (Details) - $ / shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Class Of Warrant Or Right [Line Items] | ||
Number Outstanding, Beginning | 3,504 | 533 |
Exercised | (780) | (51) |
Number Outstanding, Ending | 2,724 | 482 |
Minimum | ||
Class Of Warrant Or Right [Line Items] | ||
Range of Exercise Price | $ 0.001 | |
Maximum | ||
Class Of Warrant Or Right [Line Items] | ||
Range of Exercise Price | $ 0.14 | |
2013 | ||
Class Of Warrant Or Right [Line Items] | ||
Expiration Date, Start | 2023-04 | |
Number Outstanding, Beginning | 12 | |
Number Outstanding, Ending | 12 | |
Range of Exercise Price | $ 10.17 | |
2017 | ||
Class Of Warrant Or Right [Line Items] | ||
Expiration Date, Start | 2025-03 | 2023-11 |
Expiration Date, End | 2025-06 | 2025-06 |
Number Outstanding, Beginning | 126 | 131 |
Number Outstanding, Ending | 126 | 131 |
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 | $ 21.8 | $ 21.8 |
2019 | ||
Class Of Warrant Or Right [Line Items] | ||
Expiration Date, Start | 2025-03 | 2025-03 |
Expiration Date, End | 2027-04 | 2027-04 |
Number Outstanding, Beginning | 44 | 44 |
Number Outstanding, Ending | 44 | 44 |
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 | $ 21.8 | $ 21.8 |
2020 | ||
Class Of Warrant Or Right [Line Items] | ||
Expiration Date, Start | 2023-06 | |
Expiration Date, End | 2023-10 | |
Number Outstanding, Beginning | 45 | |
Number Outstanding, Ending | 45 | |
2020 | Minimum | ||
Class Of Warrant Or Right [Line Items] | ||
Range of Exercise Price | $ 0.14 | |
2020 | Maximum | ||
Class Of Warrant Or Right [Line Items] | ||
Range of Exercise Price | $ 26.88 | |
2022 | ||
Class Of Warrant Or Right [Line Items] | ||
Expiration Date, Start | 2025-08 | 2025-08 |
Expiration Date, End | 2029-12 | 2029-12 |
Number Outstanding, Beginning | 123 | 301 |
Exercised | (51) | |
Number Outstanding, Ending | 123 | 250 |
2022 | Minimum | ||
Class Of Warrant Or Right [Line Items] | ||
Range of Exercise Price | $ 0.14 | $ 0.14 |
2022 | Maximum | ||
Class Of Warrant Or Right [Line Items] | ||
Range of Exercise Price | $ 168.35 | $ 168.35 |
2023 | ||
Class Of Warrant Or Right [Line Items] | ||
Expiration Date, Start | 2025-12 | |
Expiration Date, End | 2029-04 | |
Number Outstanding, Beginning | 3,211 | |
Exercised | (780) | |
Number Outstanding, Ending | 2,431 | |
2023 | Minimum | ||
Class Of Warrant Or Right [Line Items] | ||
Range of Exercise Price | $ 3.25 | |
2023 | Maximum | ||
Class Of Warrant Or Right [Line Items] | ||
Range of Exercise Price | $ 5.26 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Apr. 15, 2024 | Dec. 16, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Common stock issued upon exercise of warrants | 0 | |||||
Proceeds from exercise of warrants | $ 1,000 | $ 7,000 | ||||
Common stock, shares issued | 11,350,460 | 10,397,000 | ||||
Common stock, shares outstanding | 11,350,460 | 10,397,000 | ||||
Issuance of common stock | 752,000 | |||||
Issuance of common stock for services | $ 469,000 | 41,000 | ||||
Proceeds from issuance of common stock | 0 | $ 752,000 | ||||
Fair value | $ 0 | $ 3,800,000 | ||||
Private Placement [Member] | ||||||
Common stock, shares issued | 649,346 | |||||
Proceeds from issuance of common stock | $ 7,400,000 | |||||
Private Placement [Member] | Investors [Member] | ||||||
Common stock, shares issued | 649,346 | |||||
Proceeds from issuance of common stock | $ 7,400,000 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Common stock upon conversion of restricted stock units | 23,000 | |||||
License Expenses [Member] | ||||||
Issuance of common stock, shares | 91,000 | |||||
Issuance of common stock | $ 250,000 | |||||
Professional Services [Member] | ||||||
Issuance of common stock for services, shares | 82,000 | |||||
Issuance of common stock for services | $ 219,000 | |||||
Individual Investors [Member] | ||||||
Share sold | 126,503 | |||||
Proceeds from issuance of common stock | $ 751,000 | |||||
Professional Services 1 [Member] | ||||||
Issuance of common stock for services, shares | 12,000 | |||||
Issuance of common stock for services | $ 41,000 | |||||
Forecast [Member] | Private Placement [Member] | ||||||
Common stock purchase price | $ 22,500,000 | |||||
Future right recorded as other asset | $ 2,300,000 | |||||
Non-voting Common Stock | Private Placement [Member] | ||||||
Warrants exercise price | $ 0.14 | |||||
Common stock warrants issued | 104,000 | |||||
Executive Officer [Member] | ||||||
Common stock upon conversion of restricted stock units | 19,000 | |||||
Director [Member] | ||||||
Common stock upon conversion of restricted stock units | 2,000 | |||||
Other Employees [Member] | ||||||
Common stock upon conversion of restricted stock units | 2,000 | |||||
Warrant [Member] | ||||||
Proceeds from exercise of warrants | $ 1,000 | |||||
Issuance of common stock, shares | 780,000 | |||||
Share price | $ 0.001 | |||||
Warrant [Member] | Securities Purchase Agreement [Member] | ||||||
Common stock issued upon exercise of warrants | 780,000 | 51,000 | ||||
Proceeds from exercise of warrants | $ 1,000 | $ 7,000 | ||||
Warrants exercise price | $ 0.001 | $ 0.14 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Common Stock for Future Issuance (Details) shares in Thousands | Mar. 31, 2024 shares |
Class of Stock [Line Items] | |
Shares reserved for stock options and restricted stock units to purchase common stock under equity incentive plans | 5,928 |
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 | 1,793 |
Equity Securities | |
Class of Stock [Line Items] | |
Shares reserved for stock options and restricted stock units to purchase common stock under equity incentive plans | 1,411 |
Warrants | |
Class of Stock [Line Items] | |
Shares reserved for stock options and restricted stock units to purchase common stock under equity incentive plans | 2,724 |
Collaboration Agreement - Summa
Collaboration Agreement - Summary of collaboration revenue agreement and deferred revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Balance as of beginning of period | $ 0 | $ 442 |
Decrease for provision of researchs services | 0 | (281) |
Balance as of end of period | $ 0 | $ 161 |
Collaboration Agreement (Additi
Collaboration Agreement (Additional Information) (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Revenue Arrangement [Line Items] | ||||
Deferred revenue | $ 0 | $ 161,000 | $ 0 | $ 442,000 |
Revenue | 0 | 281,000 | ||
Merck Co Inc [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred revenue | 0 | |||
Revenue | $ 0 | $ 281,000 |
Licensing Revenue Agreement - A
Licensing Revenue Agreement - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Revenue Arrangement [Line Items] | ||||
License revenue recognized | $ 0 | $ 281,000 | ||
Deferred revenue | $ 0 | $ 161,000 | $ 0 | $ 442,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2020 | Dec. 31, 2010 | Dec. 31, 2008 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options granted | 0 | |||||
Expense recognized | $ 477,000 | $ 1,054,000 | ||||
Amount of cost not yet recognized | $ 1,500,000 | |||||
Compensation cost not yet recognized, period for recognition | 1 year 7 months 6 days | |||||
Stock Option[Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock Options Grant | $ 0 | $ 0 | ||||
2008 Equity Incentive Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options granted, percentage | 100% | |||||
Options granted | 86,000 | |||||
2010 Equity Incentive Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options granted, percentage | 100% | |||||
Options granted | 181,000 | |||||
2020 Equity Incentive Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options granted, percentage | 100% | |||||
Options granted | 199,000 | |||||
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 | $ 176,000 | |||||
Restricted Stock [Member] | 2020 Equity Incentive Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options granted | 7,000 |
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, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Outstanding as of June 30, 2023 | 1,975 | |
Outstanding Stock Options, Granted | 0 | |
Outstanding Stock Options, Exercised | 0 | |
Outstanding Stock Options, Forfeited | (66) | |
Outstanding Stock Options, Expired | (123) | |
Outstanding Stock Options as of March 31, 2023 | 1,786 | 1,975 |
Outstanding Stock Options, Exercisable as of June 30, 2023 | 1,045 | |
Weighted- Average Exercise Price Per Share, Beginning Balance | $ 9 | |
Weighted- Average Exercise Price Per Share, Granted | 0 | |
Weighted- Average Exercise Price Per Share, Exercised | 0 | |
Weighted- Average Exercise Price Per Share, Forfeited | 4.18 | |
Weighted- Average Exercise Price Per Share, Expired | 12.11 | |
Weighted- Average Exercise Price Per Share, Ending Balance | 8.96 | $ 9 |
Weighted- Average Exercise Price Per Share, Exercisable as of June 30, 2023 | $ 12.1 | |
Weighted Average Remaining Contractual Term, Outstanding | 8 years | 7 years 7 months 6 days |
Weighted Average Remaining Contractual Term, Exercisable as of June 30, 2023 | 7 years 2 months 12 days | |
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 604 |
Aggregate Intrinsic Value, Exercisable as of June 30, 2023 | $ 0 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Companies Restricted Stock Activity (Detail) shares in Thousands | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of Restricted Stock, Beginning Balance | shares | 8 |
Number of Restricted Stock, Released | shares | (1) |
Number of Restricted Stock, Forfeited | shares | 0 |
Number of Restricted Stock, ending Balance | shares | 7 |
Weighted-Average Grant Date Fair Value Per Share, Beginning Balance | $ / shares | $ 27.14 |
Weighted-Average Grant Date Fair Value Per Share, Released | $ / shares | 31.98 |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | $ / shares | 0 |
Weighted-Average Grant Date Fair Value Per Share, Ending Balance | $ / shares | $ 26.62 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Total Stock-Based Compensation (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | $ 477 | $ 1,054 |
Research and development [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | 74 | 77 |
General and administrative [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | $ 403 | $ 977 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Net Loss per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Numerator: | |||
Net Income (Loss) | $ (10,238) | $ (6,451) | |
Denominator: | |||
Weighted-average shares outstanding, basic | [1] | 11,443 | 8,361 |
Weighted-average shares outstanding, diluted | [1] | 11,443 | 8,361 |
Net loss per share, basic | $ (0.89) | $ (0.77) | |
Net loss per share, diluted | $ (0.89) | $ (0.77) | |
[1] Included in the denominator were 663,000 weighted-average shares of common stock warrants for the three months ended March 31, 2024 , with an exercise price of $ 0.14 . Included in the denominator were 520,000 weighted-average shares of common stock warrants for the three months ended March 31, 2023 , with an exercise price of $ 0.14 . |
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, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted Average Number of Shares, Contingently Issuable | 663,000 | 520,000 |
Share price | $ 0.14 | $ 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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 4,409 | 1,398 |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 2,560 | 482 |
Employee Stock Option | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 1,786 | 708 |
Vested restricted stock subject to recall [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 56 | 56 |
Unvested restricted stock subject to repurchase [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 7 | 152 |
Net Loss Per Share (Additional
Net Loss Per Share (Additional Information) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Defined contribution plan | $ 23,000 | $ 40,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Common Stock [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Conversion Price | $ 0.14 | $ 0.14 |
Executive management purchased Shares | 35,000 | |
Number of shares issued | 5,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 3 Months Ended | ||||||||
May 01, 2024 | Apr. 22, 2024 | Apr. 18, 2024 | Apr. 11, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Apr. 23, 2024 | Dec. 31, 2023 | Dec. 16, 2022 | |
Subsequent Event [Line Items] | |||||||||
Common Stock Per Share Value | $ 0.001 | $ 0.001 | |||||||
Common Stock, Shares, Issued | 11,350,460 | 10,397,000 | |||||||
Private Placement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares, Issued | 649,346 | ||||||||
Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued, shares | 127,000 | ||||||||
Share price | $ 0.14 | $ 0.14 | |||||||
Warrants | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued, shares | 780,000 | ||||||||
Share price | $ 0.001 | ||||||||
Securities Purchase Agreement [Member] | Warrants | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants exercise price | 0.001 | $ 0.14 | |||||||
Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants exercise price | $ 0.001 | ||||||||
Investors [Member] | Private Placement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares, Issued | 649,346 | ||||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Period of Regain compliance | October 15, 2024 | ||||||||
Number of Business Days | 10 | ||||||||
Subsequent Event | RLB Holdings Connecticut, LLC | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued, shares | 2,500,000 | ||||||||
percentage of NOCP price | 20% | ||||||||
Cash Proceeds Received | $ 500,000 | ||||||||
Common Stock, Shares, Issued | 500,000 | ||||||||
Subsequent Event | The Nasdaq Stock Market LLC | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock Per Share Value | $ 1 | ||||||||
Number of Business Days | 30 | ||||||||
Subsequent Event | Common Stock | RLB Holdings Connecticut, LLC | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued, shares | 903,995 | ||||||||
Subsequent Event | Minimum [Member] | The Nasdaq Stock Market LLC | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of Business Days | 10 | ||||||||
Subsequent Event | Vesting Upon Award | |||||||||
Subsequent Event [Line Items] | |||||||||
Percentage of share will vest upon award | 25% | ||||||||
Subsequent Event | Policy Award | |||||||||
Subsequent Event [Line Items] | |||||||||
Percentage of share will vest upon award | 50% | ||||||||
Subsequent Event | Exercisable Award | |||||||||
Subsequent Event [Line Items] | |||||||||
Percentage of share will vest upon award | 25% | ||||||||
Subsequent Event | Shawn Iadonato | Board of Directors | Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares granted, shares | 225,000 | ||||||||
Subsequent Event | Keith A. Baker | Chief Financial Officer | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment of Bonus | $ 72,917,000 | ||||||||
Subsequent Event | Keith A. Baker | Chief Financial Officer | Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares granted, shares | 225,000 | ||||||||
Subsequent Event | Craig W. Philips | President | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment of Bonus | $ 83,333,000 | ||||||||
Subsequent Event | Craig W. Philips | President | Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares granted, shares | 225,000 | ||||||||
Subsequent Event | Thierry Guillaudeux | Chief Scientific Officer | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment of Bonus | $ 72,917,000 | ||||||||
Subsequent Event | Thierry Guillaudeux | Chief Scientific Officer | Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares granted, shares | 225,000 |