Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 29, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-37467 | |
Entity Registrant Name | Astria Therapeutics, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-3687168 | |
Entity Address, Address Line One | 100 High Street Floor 28 | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02110 | |
City Area Code | 617 | |
Local Phone Number | 349-1971 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | ATXS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,016,955 | |
Entity Central Index Key | 0001454789 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 46,687 | $ 86,508 |
Short-term investments | 66,129 | 39,000 |
Prepaid expenses and other current assets | 1,405 | 1,567 |
Total current assets | 114,221 | 127,075 |
Right-of-use asset | 228 | 394 |
Other assets | 204 | 45 |
Total assets | 114,653 | 127,514 |
Current liabilities: | ||
Accounts payable | 931 | 1,557 |
Accrued expenses | 3,852 | 3,281 |
Current portion of operating lease liabilities | 184 | 365 |
Total current liabilities | 4,967 | 5,203 |
Total liabilities | 4,967 | 5,203 |
Commitments (Note 7) | ||
Stockholders' equity: | ||
Common stock, $0.001 par value per share, 150,000,000 shares authorized; 13,016,955 shares issued and outstanding at March 31, 2021 and December 31, 2021, respectively | 13 | 13 |
Additional paid-in capital | 484,460 | 481,709 |
Accumulated other comprehensive loss | (53) | |
Accumulated deficit | (471,132) | (455,809) |
Total stockholders' equity | 109,686 | 122,311 |
Total liabilities and stockholders' equity | 114,653 | 127,514 |
Preferred shares | ||
Stockholders' equity: | ||
Preferred stock | ||
Series X redeemable convertible preferred stock | ||
Stockholders' equity: | ||
Preferred stock | $ 96,398 | $ 96,398 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, authorized (in shares) | 5,000,000 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, issued (in shares) | 13,016,955 | 13,016,955 |
Common stock, outstanding (in shares) | 13,016,955 | 13,016,955 |
Preferred shares | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 4,908,620 | 4,908,620 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Series X redeemable convertible preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 91,380 | 91,380 |
Preferred stock, issued (in shares) | 31,455 | 31,455 |
Preferred stock, outstanding (in shares) | 31,455 | 31,455 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 10,358 | $ 2,593 |
General and administrative | 5,020 | 2,880 |
Acquired in-process research and development | 164,612 | |
Total operating expenses | 15,378 | 170,085 |
Loss from operations | (15,378) | (170,085) |
Other income (expense): | ||
Interest and investment income | 56 | 14 |
Other expense, net | (1) | (13) |
Total other income, net | 55 | 1 |
Net loss | $ (15,323) | $ (170,084) |
Net loss per share - basic | $ (1.18) | $ (45.60) |
Net loss per share - diluted | $ (1.18) | $ (45.60) |
Weighted-average common shares outstanding used in net loss per share - basic | 13,016,955 | 3,730,029 |
Weighted-average common shares outstanding used in net loss per share - diluted | 13,016,955 | 3,730,029 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Condensed Consolidated Statements of Comprehensive Loss | ||
Net loss | $ (15,323) | $ (170,084) |
Other comprehensive income: | ||
Unrealized loss on short-term investments, net of tax of $0 | (53) | |
Total other comprehensive loss | (53) | |
Comprehensive loss | $ (15,376) | $ (170,084) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Condensed Consolidated Statements of Comprehensive Loss | |
Unrealized loss on short-term investments, tax | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity - Mezzanine Equity - 3 months ended Mar. 31, 2021 $ in Thousands | Series X redeemable convertible preferred stockUSD ($)shares |
Mezzanine equity, beginning balance at Dec. 31, 2020 | $ | $ 0 |
Mezzanine equity, beginning balance (in shares) at Dec. 31, 2020 | shares | 0 |
Series X redeemable convertible preferred stock | |
Issuance of preferred stock in a private offering of public equity, net of issuance costs | $ | $ 84,696 |
Issuance of preferred stock in a private offering of public equity, net of issuance costs (in shares) | shares | 35,573 |
Issuance of preferred stock upon acquisition of Quellis | $ | $ 156,185 |
Issuance of preferred stock upon acquisition of Quellis (in shares) | shares | 50,504 |
Mezzanine equity, ending balance at Mar. 31, 2021 | $ | $ 240,881 |
Mezzanine equity, ending balance (in shares) at Mar. 31, 2021 | shares | 86,077 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Preferred stockSeries X redeemable convertible preferred stock | Common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Total |
Beginning balance at Dec. 31, 2020 | $ 4 | $ 301,562 | $ (260,897) | $ 40,669 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 3,347,386 | |||||
Increase (Decrease) in Shareholders' Equity | ||||||
Issuance of preferred stock in a private offering of public equity, net of issuance costs | 19,565 | 19,565 | ||||
Issuance of common stock upon acquisition of Quellis | 8,098 | 8,098 | ||||
Issuance of common stock upon acquisition of Quellis (in shares) | 555,444 | |||||
Expense related to warrants inherited in acquisition of Quellis | 241 | 241 | ||||
Stock-based compensation expense | 366 | 366 | ||||
Net loss | (170,084) | (170,084) | ||||
Ending balance at Mar. 31, 2021 | $ 4 | 329,832 | (430,981) | (101,145) | ||
Ending balance (in shares) at Mar. 31, 2021 | 3,902,830 | |||||
Beginning balance at Dec. 31, 2021 | $ 96,398 | $ 13 | 481,709 | (455,809) | $ 0 | 122,311 |
Beginning balance (in shares) at Dec. 31, 2021 | 31,455 | 13,016,955 | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Expense related to warrants inherited in acquisition of Quellis | 1,542 | 1,542 | ||||
Stock-based compensation expense | 1,209 | 1,209 | ||||
Net loss | (15,323) | (15,323) | ||||
Unrealized loss on short-term investments | (53) | (53) | ||||
Realized loss on short-term investments | (53) | |||||
Ending balance at Mar. 31, 2022 | $ 96,398 | $ 13 | $ 484,460 | $ (471,132) | $ (53) | $ 109,686 |
Ending balance (in shares) at Mar. 31, 2022 | 31,455 | 13,016,955 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities | ||
Net loss | $ (15,323) | $ (170,084) |
Reconciliation of net loss to net cash used in operating activities: | ||
Non-cash portion of acquired in-process research and development | 164,612 | |
Stock-based compensation expense | 1,209 | 366 |
Expense for warrants inherited in acquisition of Quellis | 1,542 | 55 |
Other non-cash items | (79) | 4 |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | 163 | 767 |
Right-of-use asset-operating | (15) | (73) |
Accounts payable | (627) | (1,712) |
Accrued expenses | 571 | (2,651) |
Net cash used in operating activities | (12,559) | (8,716) |
Investing activities | ||
Purchases of short-term investments | (81,702) | |
Sales and maturities of short-term investments | 54,603 | 20,000 |
Cash acquired in acquisition of Quellis | 6,466 | |
Purchases of property and equipment | (21) | |
Net cash (used in) provided by investing activities | (27,099) | 26,445 |
Financing activities | ||
Net cash provided by financing activities | 104,261 | |
Net (decrease) increase in cash, cash equivalents and restricted cash | (39,658) | 121,990 |
Cash, cash equivalents and restricted cash, beginning of period | 86,629 | 25,051 |
Cash, cash equivalents and restricted cash, end of period | $ 46,971 | $ 147,041 |
Organization and Operations
Organization and Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization and Operations | |
Organization and Operations | 1. Organization and Operations The Company Astria Therapeutics, Inc. (the “Company”), formerly known as Catabasis Pharmaceuticals, Inc., is a biopharmaceutical company focused on the discovery, development and commercialization of novel therapeutics. Its mission is to bring hope with life-changing therapies to patients and families that are affected by rare and niche allergic and immunological diseases. On October 26, 2020, the Company announced that the Phase 3 PolarisDMD trial of the Company’s previous lead product candidate, edasalonexent, for the treatment of Duchenne Muscular Dystrophy (“DMD”) did not meet its primary and secondary endpoints. Based on these results, the Company announced that it was stopping activities related to the development of edasalonexent, including the Company’s ongoing open-label extension trial. On January 28, 2021, the Company acquired Quellis Biosciences, Inc. (“Quellis”). The Company’s lead product candidate, which was acquired in the Quellis acquisition, is STAR-0215, a monoclonal antibody inhibitor of plasma kallikrein in preclinical development for the treatment of hereditary angioedema (“HAE”), a rare, debilitating and potentially life-threatening disease. The Company was incorporated in the State of Delaware on June 26, 2008. Reverse Stock Split On August 19, 2021, the Company effected a reverse stock split of its outstanding shares of common stock at a ratio of one Agreement and Plan of Merger On January 28, 2021, the Company acquired Quellis (the “Quellis Acquisition”). Under the terms of that certain agreement and plan of merger, dated January 28, 2021 (the “Merger Agreement”), the Company issued to the stockholders of Quellis 555,444 shares of the Company’s common stock, par value $0.001 per share, and 50,504 shares of newly designated Series X redeemable convertible preferred stock (“Series X Preferred Stock”) (as described below). The Series X Preferred Stock had a conversion value on the closing date of $122.7 million. In addition, the Company assumed options granted under the Quellis 2019 Stock Incentive Plan, which became options to purchase 55,414 shares of the Company’s common stock, a warrant to purchase 2,805 shares of Series X Preferred Stock at an exercise price of $341.70 per share, and a warrant to purchase 30,856 shares of the Company’s common stock at an exercise price of $2.10 per share, which warrants are exercisable until December 14, 2030. Upon stockholder approval of the Conversion Proposal (as defined below) on June 2, 2021, the warrant to purchase Series X Preferred Stock was converted into the right to purchase 467,500 shares of the Company’s common stock at a per share exercise price of $2.10 per share. Stock Purchase Agreement and Series X Preferred Stock Concurrent with the Quellis Acquisition, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors. Pursuant to the Purchase Agreement, the Company sold an aggregate of 35,573 shares of Series X Preferred Stock for gross proceeds of approximately $110.0 million, and net proceeds of $104.3 million (the “February 2021 Financing”). Each share of Series X Preferred Stock is convertible into 166.67 shares of common stock. In accounting for the Purchase Agreement, the Company recorded a beneficial conversion feature of $19.6 million and issuance costs of $5.7 million. The combined total was treated as a discount to the value of Series X Preferred Stock, see Note 2 , “ Summary of Significant Accounting Policies As a result of the Quellis Acquisition and the February 2021 Financing, the Company issued the following Series X Preferred Stock and assumed the following warrant: Series X Common Stock Preferred Issuable Upon Stock at Conversion at Transaction Transaction Date Date Shares issued in merger 50,504 8,417,502 Shares issued in February 2021 Financing 35,573 5,928,952 Warrant assumed in merger 2,805 467,500 Total 88,882 14,813,954 At its Annual Meeting of Stockholders on June 2, 2021, the Company’s stockholders approved the conversion of the Company’s Series X Preferred Stock into shares of the Company’s common stock in accordance with Nasdaq Listing Rule 5635(a) (the “Conversion Proposal”). Following stockholder approval of the Conversion Proposal, each share of Series X Preferred Stock then outstanding automatically converted into 166.67 shares of the Company’s common stock, subject to certain beneficial ownership limitations, including that a holder of Series X Preferred Stock is prohibited from converting shares of Series X Preferred Stock into shares of the Company’s common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (as of March 31, 2022, these percentages are set at 4.99% to 9.99% and can be adjusted by the holder to a number between 4.99% and 19.99)% of the total number of shares of the Company’s common stock issued and outstanding immediately after giving effect to such conversion. As of March 31, 2022, 54,622 shares of Series X Preferred Stock have been converted into 9,103,664 shares of common stock and 31,455 shares of Series X Preferred Stock remained outstanding. Each share of Series X Preferred Stock is convertible into 166.67 shares of common stock. At March 31, 2022, the number of shares of common stock issuable upon conversion of the remaining outstanding shares of Series X Preferred Stock is 5,242,501. Outstanding shares of Series X Preferred Stock are subject to conversion at the option of the holder. Holders of Series X Preferred Stock are entitled to receive dividends, subject to certain beneficial ownership limitations, on shares of Series X Preferred Stock equal, on an as-if-converted-to-common-stock basis, and in the same form as dividends actually paid on shares of the Company’s common stock. Except as otherwise required by law, the Series X Preferred Stock does not have voting rights. However, as long as any shares of Series X Preferred Stock are outstanding, the Company may not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series X Preferred Stock, (i) alter or change adversely the powers, preferences or rights given to the Series X Preferred Stock or alter or amend the Certificate of Designation that authorized the Series X Preferred Stock, amend or repeal any provision of, or add any provision to, the Company’s Restated Certificate of Incorporation or bylaws, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series X Preferred Stock, (ii) issue further shares of Series X Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series X Preferred Stock, or (iii) enter into any agreement with respect to any of the foregoing. Liquidity The Company had entered into various sales agreements with Cowen and Company LLC (“Cowen”), pursuant to which the Company could issue and sell shares of common stock under at-the-market offering programs. On May 20, 2021, the Company terminated its sales agreement with Cowen. On June 30, 2021, the Company entered into an Open Market Sale Agreement SM The Company is subject to a number of risks similar to other life science companies, including, but not limited to, successful discovery and development of its drug candidates, raising additional capital, development by its competitors of new technological innovations, protection of proprietary technology and regulatory approval and market acceptance of the Company’s products. The Company has been primarily involved with research and development activities and has incurred operating losses and negative cash flows from operations since its inception. The Company anticipates that it will continue to incur significant operating losses and negative cash flows for the next several years as it continues to develop its product candidates. As of March 31, 2022, the Company had an accumulated deficit of $471.1 million and had available cash, cash equivalents and short-term investments of $112.8 million. The Company has determined that its existing cash, cash equivalents and short-term investments will be sufficient to meet its projected operating expenses and capital expenditure requirements for at least twelve months from the date of issuance of these unaudited condensed consolidated financial statements. The Company has not generated any product revenues and has financed its operations primarily through public offerings and private placements of its equity securities. There can be no assurance that the Company will be able to obtain additional debt, equity or other financing or generate product revenues or revenues from collaborative partners, on terms acceptable to the Company, on a timely basis or at all. Management’s conclusion with respect to its ability to fund its operations is based on estimates that are subject to risks and uncertainties that may prove to be incorrect. If actual results differ from management’s estimates, the Company may be required to seek additional funding or curtail planned activities to reduce operating expenses, which may have an adverse impact on the Company’s ability to achieve its business objectives. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying financial statements and the related disclosures are unaudited and have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). Additionally, certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted from this report. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the financial statements as of and for the year ended December 31, 2021 and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Annual Report on Form 10-K”). The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, including those adjustments that are of a normal and recurring nature, which are necessary to fairly present the Company’s results for the interim periods presented. The results for the three months ended March 31, 2022 are not necessarily indicative of the results for the year ending December 31, 2022 or for any future period. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Astria Securities Corporation and Quellis Biosciences, LLC, successor in interest to Quellis. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from such estimates. The Company utilizes certain estimates to record expenses relating to research and development contracts. These contract estimates, which are primarily related to the length of service of each contract and the amount of service provided as of each measurement date, are determined by the Company based on input from internal project management, as well as from the Company’s service providers. Net Loss Per Share Basic net loss per share is calculated by dividing net loss attributable by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of the Company’s dilutive net loss per share calculation, preferred stock, stock options and warrants to purchase common stock and preferred stock were considered to be common stock equivalents but were excluded from the calculation of diluted net loss per share, as their effect would be anti-dilutive; therefore, basic and diluted net loss per share were the same for all periods presented. The following common stock equivalents, including Series X Preferred Stock shown as common stock equivalents, were excluded from the calculation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended March 31, 2022 2021 Series X Preferred Stock 5,242,501 14,346,167 Stock options 1,962,650 271,887 Common stock warrants 1,530,176 1,063,148 Preferred stock warrants — 467,500 8,735,327 16,148,702 Cash, Cash Equivalents and Restricted Cash Cash equivalents are short-term, highly liquid investments that are readily convertible into cash, with original maturities of three months or less. Cash equivalents are mainly comprised of money market accounts invested in U.S. Treasury securities, corporate debt securities, commercial paper and reverse repurchase agreements. Restricted cash is comprised of deposits with a financial institution used to collateralize letters of credit related to the Company’s lease arrangements. Restricted cash is presented as a component of prepaid expenses and other current assets and other long-term assets at March 31, 2022 and other long-term assets at March 31, 2021. The reconciliation of cash, cash equivalents and restricted cash reported within the applicable condensed consolidated balance sheet that sum to the total of the same such amount shown in the condensed consolidated statement of cash flows is as follows (in thousands): March 31, 2022 2021 Cash and cash equivalents $ 46,687 $ 146,920 Restricted cash 284 121 Total $ 46,971 $ 147,041 Acquired In-Process Research and Development The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to acquire in-process research and development (“IPR&D”) with no alternative future use is charged to expense at the acquisition date. Refer to Note 3, “ Acquisition of Quellis Preferred Stock Discount As discussed above, in February 2021, the Company issued Series X Preferred Stock in a private placement transaction. It was determined that this transaction resulted in recognition of a beneficial conversion feature, which was valued based on the difference between the price of the shares of common stock on the date of commitment and the conversion price on the closing date, resulting in a total value of $19.6 million. Additionally, the Company incurred total issuance costs of $5.7 million related to the private placement. Both of these features were recorded as a discount on Series X Preferred Stock recognized at the close of the transaction. These features are analogous to preferred dividends and are recorded as a non-cash return to holders of Series X Preferred Stock through additional paid in capital. The discount related to the beneficial conversion feature is recognized through the earliest possible date of conversion, which occurred upon stockholder approval of the conversion in June 2021. The issuance costs are recognized as a dividend at the time of conversion to common shares. As of March 31, 2022, $24.4 million of the above amounts were accounted for as a non-cash dividend related to shares of Series X Preferred Stock, and $0.9 million remained to be recognized upon future conversion. Recent Accounting Pronouncements - Not Yet Adopted From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2, “ Summary of Significant Accounting Policies |
Acquisition of Quellis
Acquisition of Quellis | 3 Months Ended |
Mar. 31, 2022 | |
Acquisition of Quellis | |
Acquisition of Quellis | 3. Acquisition of Quellis On January 28, 2021, the Company completed the Quellis Acquisition in accordance with the terms of the Merger Agreement as discussed in Note 1, “ Organization and Operations . The Company concluded that the Quellis Acquisition was not the acquisition of a business, as substantially all of the fair value of the non-monetary assets acquired was concentrated in a single identifiable asset, STAR-0215. The Company determined that the cost to acquire the Quellis assets was $170.7 million, based on the fair value of the equity consideration issued and including direct costs of the acquisition of $1.8 million. The net assets acquired in connection with the Quellis Acquisition were recorded at their estimated fair values as of January 28, 2021, which is the date the Quellis Acquisition was completed. The following table summarizes the net assets acquired based on their estimated fair values as of January 28, 2021 (in thousands): Acquired IPR&D $ 164,612 Cash and cash equivalents 8,307 Prepaid expenses and other assets 136 Accounts payable (1,974) Accrued liabilities (400) Net acquired tangible assets $ 170,681 In the estimation of fair value of the asset purchase consideration, the Company used the carrying value of the cash and cash equivalents, prepaid expenses, accounts payable and accrued liabilities as the most reliable indicator of fair value based on the associated short-term nature of the balances. The remaining fair value was attributable to the acquired IPR&D. As STAR-0215 had not, at the time of the Quellis Acquisition, received regulatory approval in any territory, the cost attributable to the IPR&D was expensed in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2021 as the acquired IPR&D had no alternative future use, as determined by the Company in accordance with U.S. GAAP. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Financial Instruments | |
Financial Instruments | 4. Financial Instruments The tables below present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize observable inputs such as quoted prices in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are either directly or indirectly observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs utilize unobservable data points for which there is little or no market data, which require the Company to develop its own assumptions for the asset or liability. There were no transfers between fair value measurement levels during the three months ended March 31, 2022 and 2021. The Company’s investment portfolio may include fixed income securities that do not always trade on a daily basis. As a result, the pricing services used by the Company apply other available information as applicable through processes such as benchmark yields, benchmarking of like securities, sector groupings and matrix pricing to prepare valuations. The Company validates the prices provided by its third party pricing services by obtaining market values from other pricing sources and analyzing pricing data in certain instances. The Company also invests in certain reverse repurchase agreements which are collateralized by deposits in the form of U.S. Government Securities and Obligations for an amount no less than 102% of their value. The Company does not record an asset or liability for the collateral as the Company is not permitted to sell or re-pledge the collateral. The collateral has at least the prevailing credit rating of U.S. Government Treasuries and Agencies. The Company utilized a third-party custodian to manage the exchange of funds and ensure that collateral received is maintained at 102% of the value of the reverse repurchase agreements on a daily basis. The Company accounted for warrants to purchase its stock pursuant to Accounting Standards Codification (“ASC”) Topic 470, Debt Distinguishing Liabilities from Equity Below is a summary of assets and liabilities measured at fair value on a recurring basis (in thousands): As of March 31, 2022 Quoted Prices Significant Significant in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Cash equivalents: Money market funds $ 8,145 $ — $ — $ 8,145 Corporate debt securities — 4,396 — 4,396 Commercial paper — 3,996 — 3,996 Reverse repurchase agreements — 3,000 — 3,000 Short term investments Corporate debt securities — 17,121 — 17,121 Commercial paper — 5,980 — 5,980 Yankee securities — 4,029 — 4,029 Treasury bills 1,999 — — 1,999 Reverse repurchase agreements — 37,000 — 37,000 Total $ 10,144 $ 75,522 $ — $ 85,666 As of December 31, 2021 Quoted Prices Significant Significant in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Cash equivalents: Money market funds $ 1,853 $ — $ — $ 1,853 Short-term investments: Reverse repurchase agreements — 39,000 — 39,000 Total $ 1,853 $ 39,000 $ — $ 40,853 The carrying amounts reflected in the unaudited condensed consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. Items measured at fair value on a recurring basis include cash equivalents and short-term investments as of March 31, 2022 and December 31, 2021. |
Short-Term Investments
Short-Term Investments | 3 Months Ended |
Mar. 31, 2022 | |
Short-Term Investments | |
Short-Term Investments | 5. Short-Term Investments The following table summarizes the short-term investments held at March 31, 2022 and December 31, 2021 (in thousands): Gross Unrealized Gross Unrealized Amortized Cost Gains Losses Fair Value March 31, 2022 Corporate debt securities $ 17,157 $ — $ (36) $ 17,121 Commercial paper 5,987 — (7) 5,980 Yankee securities 4,039 — (10) 4,029 Treasury bills 1,999 — — 1,999 Reverse repurchase agreements 37,000 — — 37,000 Total $ 66,182 $ — $ (53) $ 66,129 Gross Unrealized Gross Unrealized Amortized Cost Gains Losses Fair Value December 31, 2021 Reverse repurchase agreements $ 39,000 $ — $ — $ 39,000 Total $ 39,000 $ — $ — $ 39,000 The contractual maturities of all short-term investments held at March 31, 2022 and December 31, 2021 were one year or less. There were 15 short-term investments in an unrealized loss position at March 31, 2022 with an aggregate value of $26.3 million. These investments were in a loss position for less than 12 months and the Company considered the loss to be temporary in nature. The Company considered the decline in market value for these securities to be primarily attributable to economic and market conditions. As of March 31, 2022, the Company did not intend to sell, and it was not likely that the Company would be required to sell the investments that were in an unrealized loss position before recovery of their amortized cost basis. Accordingly, the Company did not recognize any other-than-temporary impairments related to its short-term investments in an unrealized loss position. There were no short-term investments in an unrealized loss position at December 31, 2021. Gross realized gains and losses on the sales of short-term investments are included in other income, net. Unrealized holding gains or losses for the period that have been included in accumulated other comprehensive income, as well as gains and losses reclassified out of accumulated other comprehensive income into other income, net were not material to the Company’s condensed consolidated results of operations. The cost of investments sold or the amount reclassified out of the accumulated other comprehensive income into other income, net is based on the specific identification method for purposes of recording realized gains and losses. All proceeds in the three-month periods ended March 31, 2022 and 2021 related to maturities of underlying investments. The gains on proceeds from maturities of short-term investments were not material to the Company’s condensed consolidated results of operations for the three months ended March 31, 2022 and 2021. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Expenses | |
Accrued Expenses | 6. Accrued Expenses Accrued expenses consisted of the following (in thousands): March 31, December 31, 2022 2021 Accrued contracted costs $ 2,073 $ 760 Accrued compensation 713 1,958 Accrued professional fees 638 268 Accrued other 428 295 Total $ 3,852 $ 3,281 |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2022 | |
Commitments | |
Commitments | 7. Commitments Future minimum payments required under the Company’s non-cancelable operating lease as of March 31, 2022 are summarized as follows (in thousands): Period Ending December 31, Amount 2022 $ 188 Total lease payments $ 188 Less: imputed interest (4) Total operating lease liabilities $ 184 Rent expense was $0.2 million for each of the three months ended March 31, 2022 and 2021. Lease payments were $0.2 million for each of the three months ended March 31, 2022 and 2021, respectively. On January 28, 2022, the Company entered into a sublease agreement (the “Sublease”) with Grant Thornton LLP (the “Sublandlord”), for new office space to replace its existing office space. The Sublease commenced on May 1, 2022 and will end on July 31, 2024 (or on such earlier date as the term may cease or expire as set forth in the Sublease ). The Sublease will increase the future minimum payments in the table above from approximately $0.2 million to approximately $1.6 million. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | 8. Stockholders’ Equity Preferred Stock Under the Company’s Restated Certificate of Incorporation, the Company has 5,000,000 shares of preferred stock authorized for issuance, with a $0.001 par value per share. Preferred stock may be issued from time to time in one or more series, each series to have such terms as stated or expressed in the resolutions providing for the issue of such series adopted by the Board of Directors of the Company. Preferred stock which may be redeemed, purchased or acquired by the Company may be reissued except as otherwise provided by law. As of March 31, 2022, the Company had 31,455 shares of Series X Preferred Stock outstanding. Each share of Series X Preferred Stock is convertible into 166.67 shares of common stock and therefore the number of shares of underlying common stock issuable upon conversion of the Series X Preferred Stock is 5,242,501. Refer to Note 1 , “ Organization and Operations” Outstanding Warrants The following table presents information about warrants that are issued and outstanding at March 31, 2022: Year Issued Equity Instrument Warrants Outstanding Exercise Price Date of Expiration 2018 Common Stock 699,962 $ 72.00 6/21/2023 2019 Common Stock 331,858 $ 37.50 2/7/2024 2021 Common Stock 498,356 $ 2.10 12/14/2030 Total 1,530,176 Weighted average exercise price $ 41.75 Weighted average life in years 3.80 |
Reserved for Future Issuance
Reserved for Future Issuance | 3 Months Ended |
Mar. 31, 2022 | |
Reserved for Future Issuance | |
Reserved for Future Issuance | 9. Reserved for Future Issuance The Company has reserved for future issuance the following shares of common stock: March 31, December 31, 2022 2021 Series X Preferred Stock 5,242,501 5,242,501 Warrants for the purchase of common stock 1,530,176 1,530,380 Options outstanding to purchase common stock 1,962,650 1,346,733 Options available for future issuance to purchase common stock 1,332,716 1,633,736 Shares reserved for the employee stock purchase plan 36,982 30,904 Total 10,105,025 9,784,254 |
Stock Incentive Plans
Stock Incentive Plans | 3 Months Ended |
Mar. 31, 2022 | |
Stock Incentive Plans | |
Stock Incentive Plans | 10. Stock Incentive Plans A summary of the Company’s stock option activity and related information follows: Weighted Average Aggregate Weighted- Remaining Intrinsic Average Contractual Value Shares Exercise Price Term (years) (in thousands) Outstanding at December 31, 2021 1,346,733 $ 22.25 9.02 $ 168 Granted 650,150 $ 6.48 Cancelled or forfeited (34,233) $ 17.56 Outstanding at March 31, 2022 1,962,650 $ 17.11 9.14 $ 381 Vested and exercisable at March 31, 2022 175,632 $ 58.41 7.27 $ 228 There were no stock options exercised in the three months ended March 31, 2022 and 2021. The total grant date fair value of stock options vested for the three months ended March 31, 2022 and 2021 was $0.6 million and $0.5 million, respectively. The weighted-average grant date fair value of options granted to employees and non-employees for the three months ended March 31, 2022 and 2021 was $4.05 and $9.00, respectively. At March 31, 2022, the total unrecognized compensation expense related to unvested stock option awards was $11.9 million. The Company expects to recognize that cost over a weighted-average period of approximately 3.0 On February 17, 2022, the Company’s Board of Directors adopted the 2022 Inducement Stock Incentive Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards (collectively, the “stock awards”) with respect to an aggregate of 300,000 shares of the Company’s common stock. Awards under the Inducement Plan may only be granted to persons who (a) were not previously an employee or director of the Company or (b) are commencing employment with the Company following a bona fide period of non-employment, in either case as an inducement material to the individual’s entering into employment with the Company and in accordance with the requirements of Nasdaq Stock Market Rule 5635(c)(4). As of March 31, 2022, there have been no grants issued under the Inducement Plan and 300,000 shares of common stock remained available for future issuance. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 11. Subsequent Events The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates and to identify matters that require additional disclosure. Subsequent events have been evaluated as required. |
Summary of Significant Accoun_2
Summary of Significant Accounting Polices (Polices) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying financial statements and the related disclosures are unaudited and have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). Additionally, certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted from this report. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the financial statements as of and for the year ended December 31, 2021 and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Annual Report on Form 10-K”). The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, including those adjustments that are of a normal and recurring nature, which are necessary to fairly present the Company’s results for the interim periods presented. The results for the three months ended March 31, 2022 are not necessarily indicative of the results for the year ending December 31, 2022 or for any future period. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Astria Securities Corporation and Quellis Biosciences, LLC, successor in interest to Quellis. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from such estimates. The Company utilizes certain estimates to record expenses relating to research and development contracts. These contract estimates, which are primarily related to the length of service of each contract and the amount of service provided as of each measurement date, are determined by the Company based on input from internal project management, as well as from the Company’s service providers. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing net loss attributable by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. For purposes of the Company’s dilutive net loss per share calculation, preferred stock, stock options and warrants to purchase common stock and preferred stock were considered to be common stock equivalents but were excluded from the calculation of diluted net loss per share, as their effect would be anti-dilutive; therefore, basic and diluted net loss per share were the same for all periods presented. The following common stock equivalents, including Series X Preferred Stock shown as common stock equivalents, were excluded from the calculation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended March 31, 2022 2021 Series X Preferred Stock 5,242,501 14,346,167 Stock options 1,962,650 271,887 Common stock warrants 1,530,176 1,063,148 Preferred stock warrants — 467,500 8,735,327 16,148,702 |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash equivalents are short-term, highly liquid investments that are readily convertible into cash, with original maturities of three months or less. Cash equivalents are mainly comprised of money market accounts invested in U.S. Treasury securities, corporate debt securities, commercial paper and reverse repurchase agreements. Restricted cash is comprised of deposits with a financial institution used to collateralize letters of credit related to the Company’s lease arrangements. Restricted cash is presented as a component of prepaid expenses and other current assets and other long-term assets at March 31, 2022 and other long-term assets at March 31, 2021. The reconciliation of cash, cash equivalents and restricted cash reported within the applicable condensed consolidated balance sheet that sum to the total of the same such amount shown in the condensed consolidated statement of cash flows is as follows (in thousands): March 31, 2022 2021 Cash and cash equivalents $ 46,687 $ 146,920 Restricted cash 284 121 Total $ 46,971 $ 147,041 |
Acquired In-Process Research and Development | Acquired In-Process Research and Development The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to acquire in-process research and development (“IPR&D”) with no alternative future use is charged to expense at the acquisition date. Refer to Note 3, “ Acquisition of Quellis |
Preferred Stock Discount | Preferred Stock Discount As discussed above, in February 2021, the Company issued Series X Preferred Stock in a private placement transaction. It was determined that this transaction resulted in recognition of a beneficial conversion feature, which was valued based on the difference between the price of the shares of common stock on the date of commitment and the conversion price on the closing date, resulting in a total value of $19.6 million. Additionally, the Company incurred total issuance costs of $5.7 million related to the private placement. Both of these features were recorded as a discount on Series X Preferred Stock recognized at the close of the transaction. These features are analogous to preferred dividends and are recorded as a non-cash return to holders of Series X Preferred Stock through additional paid in capital. The discount related to the beneficial conversion feature is recognized through the earliest possible date of conversion, which occurred upon stockholder approval of the conversion in June 2021. The issuance costs are recognized as a dividend at the time of conversion to common shares. As of March 31, 2022, $24.4 million of the above amounts were accounted for as a non-cash dividend related to shares of Series X Preferred Stock, and $0.9 million remained to be recognized upon future conversion. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements - Not Yet Adopted From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2, “ Summary of Significant Accounting Policies |
Organization and Operations (Ta
Organization and Operations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization and Operations | |
Schedule of Series X Preferred Stock issued and warrants assumed | As a result of the Quellis Acquisition and the February 2021 Financing, the Company issued the following Series X Preferred Stock and assumed the following warrant: Series X Common Stock Preferred Issuable Upon Stock at Conversion at Transaction Transaction Date Date Shares issued in merger 50,504 8,417,502 Shares issued in February 2021 Financing 35,573 5,928,952 Warrant assumed in merger 2,805 467,500 Total 88,882 14,813,954 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of anti-dilutive common stock equivalents excluded from calculation of diluted net loss per share | Three Months Ended March 31, 2022 2021 Series X Preferred Stock 5,242,501 14,346,167 Stock options 1,962,650 271,887 Common stock warrants 1,530,176 1,063,148 Preferred stock warrants — 467,500 8,735,327 16,148,702 |
Schedule of cash and cash equivalents | The reconciliation of cash, cash equivalents and restricted cash reported within the applicable condensed consolidated balance sheet that sum to the total of the same such amount shown in the condensed consolidated statement of cash flows is as follows (in thousands): March 31, 2022 2021 Cash and cash equivalents $ 46,687 $ 146,920 Restricted cash 284 121 Total $ 46,971 $ 147,041 |
Acquisition of Quellis (Tables)
Acquisition of Quellis (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Acquisition of Quellis | |
Schedule of net assets acquired | The following table summarizes the net assets acquired based on their estimated fair values as of January 28, 2021 (in thousands): Acquired IPR&D $ 164,612 Cash and cash equivalents 8,307 Prepaid expenses and other assets 136 Accounts payable (1,974) Accrued liabilities (400) Net acquired tangible assets $ 170,681 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Financial Instruments | |
Schedule of assets and liabilities measured fair value on recurring basis | Below is a summary of assets and liabilities measured at fair value on a recurring basis (in thousands): As of March 31, 2022 Quoted Prices Significant Significant in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Cash equivalents: Money market funds $ 8,145 $ — $ — $ 8,145 Corporate debt securities — 4,396 — 4,396 Commercial paper — 3,996 — 3,996 Reverse repurchase agreements — 3,000 — 3,000 Short term investments Corporate debt securities — 17,121 — 17,121 Commercial paper — 5,980 — 5,980 Yankee securities — 4,029 — 4,029 Treasury bills 1,999 — — 1,999 Reverse repurchase agreements — 37,000 — 37,000 Total $ 10,144 $ 75,522 $ — $ 85,666 As of December 31, 2021 Quoted Prices Significant Significant in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Cash equivalents: Money market funds $ 1,853 $ — $ — $ 1,853 Short-term investments: Reverse repurchase agreements — 39,000 — 39,000 Total $ 1,853 $ 39,000 $ — $ 40,853 |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Short-Term Investments | |
Schedule of short term investments | The following table summarizes the short-term investments held at March 31, 2022 and December 31, 2021 (in thousands): Gross Unrealized Gross Unrealized Amortized Cost Gains Losses Fair Value March 31, 2022 Corporate debt securities $ 17,157 $ — $ (36) $ 17,121 Commercial paper 5,987 — (7) 5,980 Yankee securities 4,039 — (10) 4,029 Treasury bills 1,999 — — 1,999 Reverse repurchase agreements 37,000 — — 37,000 Total $ 66,182 $ — $ (53) $ 66,129 Gross Unrealized Gross Unrealized Amortized Cost Gains Losses Fair Value December 31, 2021 Reverse repurchase agreements $ 39,000 $ — $ — $ 39,000 Total $ 39,000 $ — $ — $ 39,000 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Expenses | |
Schedule of accrued expenses | Accrued expenses consisted of the following (in thousands): March 31, December 31, 2022 2021 Accrued contracted costs $ 2,073 $ 760 Accrued compensation 713 1,958 Accrued professional fees 638 268 Accrued other 428 295 Total $ 3,852 $ 3,281 |
Commitments (Tables)
Commitments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments | |
Schedule of future minimum payments required under the Company's non-cancelable operating lease | Future minimum payments required under the Company’s non-cancelable operating lease as of March 31, 2022 are summarized as follows (in thousands): Period Ending December 31, Amount 2022 $ 188 Total lease payments $ 188 Less: imputed interest (4) Total operating lease liabilities $ 184 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity | |
Schedule of warrants issued and outstanding | The following table presents information about warrants that are issued and outstanding at March 31, 2022: Year Issued Equity Instrument Warrants Outstanding Exercise Price Date of Expiration 2018 Common Stock 699,962 $ 72.00 6/21/2023 2019 Common Stock 331,858 $ 37.50 2/7/2024 2021 Common Stock 498,356 $ 2.10 12/14/2030 Total 1,530,176 Weighted average exercise price $ 41.75 Weighted average life in years 3.80 |
Reserved for Future Issuance (T
Reserved for Future Issuance (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Reserved for Future Issuance | |
Schedule of common stock reserved for future issuance | March 31, December 31, 2022 2021 Series X Preferred Stock 5,242,501 5,242,501 Warrants for the purchase of common stock 1,530,176 1,530,380 Options outstanding to purchase common stock 1,962,650 1,346,733 Options available for future issuance to purchase common stock 1,332,716 1,633,736 Shares reserved for the employee stock purchase plan 36,982 30,904 Total 10,105,025 9,784,254 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stock Incentive Plans | |
Summary of stock option activity | Weighted Average Aggregate Weighted- Remaining Intrinsic Average Contractual Value Shares Exercise Price Term (years) (in thousands) Outstanding at December 31, 2021 1,346,733 $ 22.25 9.02 $ 168 Granted 650,150 $ 6.48 Cancelled or forfeited (34,233) $ 17.56 Outstanding at March 31, 2022 1,962,650 $ 17.11 9.14 $ 381 Vested and exercisable at March 31, 2022 175,632 $ 58.41 7.27 $ 228 |
Organization and Operations - R
Organization and Operations - Reverse Stock Split, Agreement and Plan of Merger (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 19, 2021 | Jan. 28, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 02, 2021 |
Reverse Stock Split | ||||||
Reverse stock split ratio | 0.1667 | |||||
Agreement and Plan of Merger | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Series X redeemable convertible preferred stock | ||||||
Agreement and Plan of Merger | ||||||
Issuance of preferred stock upon acquisition of Quellis (in shares) | 50,504 | |||||
Common stock | ||||||
Agreement and Plan of Merger | ||||||
Issuance of common stock upon acquisition of Quellis (in shares) | 555,444 | |||||
Warrant or right to purchase number of shares | 467,500 | |||||
Exercise Price (in dollars per share) | $ 2.10 | |||||
Quellis Biosciences, Inc | Series X redeemable convertible preferred stock | ||||||
Agreement and Plan of Merger | ||||||
Issuance of preferred stock upon acquisition of Quellis (in shares) | 50,504 | |||||
Conversion value on closing date | $ 122.7 | |||||
Warrant or right to purchase number of shares | 2,805 | |||||
Exercise Price (in dollars per share) | $ 341.70 | |||||
Quellis Biosciences, Inc | Common stock | ||||||
Agreement and Plan of Merger | ||||||
Issuance of common stock upon acquisition of Quellis (in shares) | 555,444 | |||||
Common stock, par value (in dollars per share) | $ 0.001 | |||||
Number of options assumed in Quellis Acquisition | 55,414 | |||||
Warrant or right to purchase number of shares | 30,856 | |||||
Exercise Price (in dollars per share) | $ 2.10 |
Organization and Operations - S
Organization and Operations - Stock Purchase Agreement and Series X Preferred Stock (Details) $ in Thousands | Jan. 28, 2021USD ($)shares | Feb. 28, 2021shares | Mar. 31, 2022shares | Mar. 31, 2021USD ($)shares | Dec. 31, 2021shares | Jun. 02, 2021 |
Stock Purchase Agreement and Series X Preferred Stock | ||||||
Beneficial conversion feature | $ | $ 19,565 | |||||
Common Stock Issuable Upon Conversion at Transaction Date | 14,813,954 | |||||
Minimum | ||||||
Stock Purchase Agreement and Series X Preferred Stock | ||||||
Common stock, percentage of beneficial ownership initially, after conversion | 4.99% | |||||
Common stock, percentage of beneficial ownership thereafter, after conversion | 4.99% | |||||
Maximum | ||||||
Stock Purchase Agreement and Series X Preferred Stock | ||||||
Common stock, percentage of beneficial ownership initially, after conversion | 9.99% | |||||
Common stock, percentage of beneficial ownership thereafter, after conversion | 19.99% | |||||
Shares issued in merger | ||||||
Stock Purchase Agreement and Series X Preferred Stock | ||||||
Common Stock Issuable Upon Conversion at Transaction Date | 8,417,502 | |||||
Shares issued in February 2021 Financing | ||||||
Stock Purchase Agreement and Series X Preferred Stock | ||||||
Common Stock Issuable Upon Conversion at Transaction Date | 5,928,952 | |||||
Warrants assumed in merger | ||||||
Stock Purchase Agreement and Series X Preferred Stock | ||||||
Common Stock Issuable Upon Conversion at Transaction Date | 467,500 | |||||
Series X redeemable convertible preferred stock | ||||||
Stock Purchase Agreement and Series X Preferred Stock | ||||||
Issuance of preferred stock in a private offering of public equity, net of issuance costs (in shares) | 35,573 | |||||
Number of shares of common stock into which each share of Series X Preferred Stock may be converted | 166.67 | |||||
Series X Preferred Stock at Transaction Date | 88,882 | |||||
Common Stock Issuable Upon Conversion at Transaction Date | 5,242,501 | |||||
Number of preferred shares converted during period | 54,622 | |||||
Preferred stock, outstanding (in shares) | 31,455 | 31,455 | ||||
Series X redeemable convertible preferred stock | Shares issued in merger | ||||||
Stock Purchase Agreement and Series X Preferred Stock | ||||||
Series X Preferred Stock at Transaction Date | 50,504 | |||||
Series X redeemable convertible preferred stock | Shares issued in February 2021 Financing | ||||||
Stock Purchase Agreement and Series X Preferred Stock | ||||||
Series X Preferred Stock at Transaction Date | 35,573 | |||||
Series X redeemable convertible preferred stock | Warrants assumed in merger | ||||||
Stock Purchase Agreement and Series X Preferred Stock | ||||||
Series X Preferred Stock at Transaction Date | 2,805 | |||||
Common stock | ||||||
Stock Purchase Agreement and Series X Preferred Stock | ||||||
Number of shares of common stock into which each share of Series X Preferred Stock may be converted | 166.67 | 166.67 | ||||
Common Stock Issuable Upon Conversion at Transaction Date | 5,242,501 | |||||
Number of common shares issued from conversion of Series X preferred shares | 9,103,664 | |||||
Quellis Biosciences, Inc | Stock Purchase Agreement | ||||||
Stock Purchase Agreement and Series X Preferred Stock | ||||||
Beneficial conversion feature | $ | $ 19,600 | |||||
Quellis Biosciences, Inc | Series X redeemable convertible preferred stock | ||||||
Stock Purchase Agreement and Series X Preferred Stock | ||||||
Number of shares of common stock into which each share of Series X Preferred Stock may be converted | 166.67 | |||||
Quellis Biosciences, Inc | Series X redeemable convertible preferred stock | Stock Purchase Agreement | ||||||
Stock Purchase Agreement and Series X Preferred Stock | ||||||
Issuance of preferred stock in a private offering of public equity, net of issuance costs (in shares) | 35,573 | |||||
Gross proceeds from issuance of preferred stock in a private offering | $ | $ 110,000 | |||||
Net proceeds from issuance of private placement | $ | 104,300 | |||||
Issuance costs | $ | $ 5,700 | |||||
Quellis Biosciences, Inc | Common stock | Series X redeemable convertible preferred stock | ||||||
Stock Purchase Agreement and Series X Preferred Stock | ||||||
Number of shares of common stock into which each share of Series X Preferred Stock may be converted | 166.67 |
Organization and Operations - L
Organization and Operations - Liquidity (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Liquidity | |||
Accumulated deficit | $ 471,132 | $ 455,809 | |
Cash, cash equivalents and short-term investments | $ 112,800 | ||
Cowen | |||
Liquidity | |||
Percentage of commission paid to underwriter based on proceeds from common stock | 3.00% | ||
Jefferies | ATM | |||
Liquidity | |||
Maximum aggregate value of common shares which can be issued under the agreement | $ 25,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive common stock equivalents excluded from computation of diluted net loss per share | ||
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares) | 8,735,327 | 16,148,702 |
Series X Preferred Stock | ||
Antidilutive common stock equivalents excluded from computation of diluted net loss per share | ||
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares) | 5,242,501 | 14,346,167 |
Stock options | ||
Antidilutive common stock equivalents excluded from computation of diluted net loss per share | ||
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares) | 1,962,650 | 271,887 |
Common stock warrants | ||
Antidilutive common stock equivalents excluded from computation of diluted net loss per share | ||
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares) | 1,530,176 | 1,063,148 |
Preferred stock warrants | ||
Antidilutive common stock equivalents excluded from computation of diluted net loss per share | ||
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares) | 467,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Policies | ||||
Cash and cash equivalents | $ 46,687 | $ 86,508 | $ 146,920 | |
Restricted cash | 284 | 121 | ||
Total | $ 46,971 | $ 86,629 | $ 147,041 | $ 25,051 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Preferred Stock Discount (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Preferred stock discount | |||
Beneficial conversion feature | $ 19,565 | ||
Private Placement | Series X redeemable convertible preferred stock | |||
Preferred stock discount | |||
Beneficial conversion feature | $ 19,600 | ||
Issuance costs | $ 5,700 | ||
Non-cash dividend | $ 24,400 | ||
Value of remaining shares not yet converted | $ 900 |
Acquisition of Quellis (Details
Acquisition of Quellis (Details) $ in Thousands | Jan. 28, 2021USD ($)shares | Mar. 31, 2021shares | Mar. 31, 2022 | Jun. 02, 2021 |
Common stock | ||||
Acquisition of Quellis | ||||
Issuance of common stock upon acquisition of Quellis (in shares) | 555,444 | |||
Number of shares of common stock into which each share of Series X Preferred Stock may be converted | 166.67 | 166.67 | ||
Quellis Biosciences, Inc | ||||
Acquisition of Quellis | ||||
Cost to acquire the assets | $ | $ 170,681 | |||
Acquisition costs | $ | $ 1,800 | |||
Quellis Biosciences, Inc | Common stock | ||||
Acquisition of Quellis | ||||
Issuance of common stock upon acquisition of Quellis (in shares) | 555,444 | |||
Series X redeemable convertible preferred stock | ||||
Acquisition of Quellis | ||||
Issuance of preferred stock upon acquisition of Quellis (in shares) | 50,504 | |||
Number of shares of common stock into which each share of Series X Preferred Stock may be converted | 166.67 | |||
Series X redeemable convertible preferred stock | Quellis Biosciences, Inc | ||||
Acquisition of Quellis | ||||
Issuance of preferred stock upon acquisition of Quellis (in shares) | 50,504 | |||
Number of shares of common stock into which each share of Series X Preferred Stock may be converted | 166.67 | |||
Series X redeemable convertible preferred stock | Quellis Biosciences, Inc | Common stock | ||||
Acquisition of Quellis | ||||
Number of shares of common stock into which each share of Series X Preferred Stock may be converted | 166.67 |
Acquisition of Quellis - Net as
Acquisition of Quellis - Net assets acquired based on their estimated fair values (Details) - Quellis Biosciences, Inc $ in Thousands | Jan. 28, 2021USD ($) |
Acquisition of Quellis | |
Acquired IPR&D | $ 164,612 |
Cash and cash equivalents | 8,307 |
Prepaid expenses and other assets | 136 |
Accounts payable | (1,974) |
Accrued liabilities | (400) |
Net acquired tangible assets | $ 170,681 |
Financial Instruments - Fair va
Financial Instruments - Fair value hierarchy (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Reverse repurchase agreements | Government Securities and Obligations | Minimum | ||
Financial Instruments | ||
Percentage of investment amount to collateralized deposits value | 102.00% | |
Recurring | ||
Assets: | ||
Total | $ 85,666 | $ 40,853 |
Recurring | Level 1 | ||
Assets: | ||
Total | 10,144 | 1,853 |
Recurring | Level 2 | ||
Assets: | ||
Total | 75,522 | 39,000 |
Recurring | Money market funds | ||
Assets: | ||
Cash equivalents | 8,145 | 1,853 |
Recurring | Money market funds | Level 1 | ||
Assets: | ||
Cash equivalents | 8,145 | 1,853 |
Recurring | Corporate debt securities | ||
Assets: | ||
Cash equivalents | 4,396 | |
Short-term investments | 17,121 | |
Recurring | Corporate debt securities | Level 2 | ||
Assets: | ||
Cash equivalents | 4,396 | |
Short-term investments | 17,121 | |
Recurring | Commercial paper | ||
Assets: | ||
Cash equivalents | 3,996 | |
Short-term investments | 5,980 | |
Recurring | Commercial paper | Level 2 | ||
Assets: | ||
Cash equivalents | 3,996 | |
Short-term investments | 5,980 | |
Recurring | Yankee securities | ||
Assets: | ||
Short-term investments | 4,029 | |
Recurring | Yankee securities | Level 2 | ||
Assets: | ||
Short-term investments | 4,029 | |
Recurring | Treasury Bills | ||
Assets: | ||
Short-term investments | 1,999 | |
Recurring | Treasury Bills | Level 1 | ||
Assets: | ||
Short-term investments | 1,999 | |
Recurring | Reverse repurchase agreements | ||
Assets: | ||
Cash equivalents | 3,000 | |
Short-term investments | 37,000 | 39,000 |
Recurring | Reverse repurchase agreements | Level 2 | ||
Assets: | ||
Cash equivalents | 3,000 | |
Short-term investments | $ 37,000 | $ 39,000 |
Short-Term Investments (Details
Short-Term Investments (Details) $ in Thousands | Mar. 31, 2022USD ($)item | Dec. 31, 2021USD ($) |
Short-term Investments | ||
Short-Term Investments | ||
Amortized Cost | $ 66,182 | $ 39,000 |
Gross Unrealized Losses | (53) | |
Fair Value | $ 66,129 | 39,000 |
Number of short term investments in unrealized loss position for less than 12 months | item | 15 | |
Aggregate value of short term investments in unrealized loss position for less than 12 months | $ 26,300 | |
Corporate debt securities | ||
Short-Term Investments | ||
Amortized Cost | 17,157 | |
Gross Unrealized Losses | (36) | |
Fair Value | 17,121 | |
Commercial paper | ||
Short-Term Investments | ||
Amortized Cost | 5,987 | |
Gross Unrealized Losses | (7) | |
Fair Value | 5,980 | |
Yankee securities | ||
Short-Term Investments | ||
Amortized Cost | 4,039 | |
Gross Unrealized Losses | (10) | |
Fair Value | 4,029 | |
Treasury Bills | ||
Short-Term Investments | ||
Amortized Cost | 1,999 | |
Fair Value | 1,999 | |
Reverse repurchase agreements | ||
Short-Term Investments | ||
Amortized Cost | 37,000 | 39,000 |
Fair Value | $ 37,000 | $ 39,000 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses | ||
Accrued contracted costs | $ 2,073 | $ 760 |
Accrued compensation | 713 | 1,958 |
Accrued professional fees | 638 | 268 |
Accrued other | 428 | 295 |
Total | $ 3,852 | $ 3,281 |
Commitments (Details)
Commitments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | May 01, 2022 | |
Future minimum payments | |||
2022 | $ 188 | ||
Total lease payments | 188 | ||
Less: imputed interest | (4) | ||
Total operating lease liabilities | 184 | ||
Operating leases | |||
Rent expense | 200 | $ 200 | |
Lease payments | $ 200 | $ 200 | |
Forecast | |||
Future minimum payments | |||
Total lease payments | $ 1,600 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) | Mar. 31, 2022$ / sharesshares | Dec. 31, 2021$ / sharesshares | Feb. 28, 2021shares |
Preferred Stock | |||
Preferred stock, authorized (in shares) | 5,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||
Common Stock Issuable Upon Conversion at Transaction Date | 14,813,954 | ||
Series X redeemable convertible preferred stock | |||
Preferred Stock | |||
Preferred stock, authorized (in shares) | 91,380 | 91,380 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |
Preferred stock, outstanding (in shares) | 31,455 | 31,455 | |
Number of shares of common stock into which each share of Series X Preferred Stock may be converted | 166.67 | ||
Common Stock Issuable Upon Conversion at Transaction Date | 5,242,501 |
Stockholders' Equity - Outstand
Stockholders' Equity - Outstanding Warrants (Details) - Common stock warrants | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Common Stock Warrants | |
Warrants Outstanding (in shares) | shares | 1,530,176 |
Weighted Average | |
Common Stock Warrants | |
Exercise Price (in dollars per share) | $ / shares | $ 41.75 |
Weighted average life (in years) | 4 years 4 months 2 days |
Warrants Issued in 2018 | |
Common Stock Warrants | |
Warrants Outstanding (in shares) | shares | 699,962 |
Exercise Price (in dollars per share) | $ / shares | $ 72 |
Warrants Issued in 2019 | |
Common Stock Warrants | |
Warrants Outstanding (in shares) | shares | 331,858 |
Exercise Price (in dollars per share) | $ / shares | $ 37.50 |
Warrants Issued In 2021 | |
Common Stock Warrants | |
Warrants Outstanding (in shares) | shares | 498,356 |
Exercise Price (in dollars per share) | $ / shares | $ 2.10 |
Reserved for Future Issuance (D
Reserved for Future Issuance (Details) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common Stock | ||
Number of shares reserved for future issuance | 10,105,025 | 9,784,254 |
Series X Preferred Stock | ||
Common Stock | ||
Number of shares reserved for future issuance | 5,242,501 | 5,242,501 |
Warrants for the purchase of common stock | ||
Common Stock | ||
Number of shares reserved for future issuance | 1,530,176 | 1,530,380 |
Options outstanding to purchase common Stock | ||
Common Stock | ||
Number of shares reserved for future issuance | 1,962,650 | 1,346,733 |
Options available for future issuance to purchase common stock | ||
Common Stock | ||
Number of shares reserved for future issuance | 1,332,716 | 1,633,736 |
Shares reserved for the employee stock purchase plan | ||
Common Stock | ||
Number of shares reserved for future issuance | 36,982 | 30,904 |
Stock Incentive Plans - Stock o
Stock Incentive Plans - Stock options (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | |
Shares | ||||
Outstanding, beginning of period (in shares) | 1,346,733 | |||
Granted (in shares) | 650,150 | |||
Cancelled or forfeited (in shares) | (34,233) | |||
Outstanding, end of period (in shares) | 1,962,650 | 1,346,733 | ||
Vested and exercisable (in shares) | 175,632 | |||
Weighted-Average Exercise Price | ||||
Outstanding, beginning of period (in dollars per share) | $ 22.25 | |||
Granted (in dollars per share) | 6.48 | |||
Cancelled or forfeited (in dollars per share) | 17.56 | |||
Outstanding at end of year (in dollars per share) | 17.11 | $ 22.25 | ||
Vested and Exercisable (in dollars per share) | $ 58.41 | |||
Weighted Average Remaining Contractual Term (years) | ||||
Outstanding | 9 years 1 month 20 days | 9 years 7 days | ||
Vested and Exercisable | 7 years 3 months 7 days | |||
Aggregate Intrinsic Value | ||||
Outstanding | $ 381 | $ 168 | ||
Vested and Exercisable | $ 228 | |||
Stock Incentive Plans | ||||
Number of options exercised (in shares) | 0 | 0 | ||
Aggregate fair value of options vested | $ 600 | $ 500 | ||
Weighted average grant date fair value of options granted (in dollars per share) | $ 4.05 | $ 9 | ||
Unrecognized compensation expense related to unvested stock option awards | $ 11,900 | |||
Weighted-average amortization period over which cost is expected to be recognized | 3 years |
Stock Incentive Plans - Inducem
Stock Incentive Plans - Inducement Plan (Details) - 2022 Inducement Stock Incentive Plan - shares | 3 Months Ended | |
Mar. 31, 2022 | Feb. 17, 2022 | |
Stock Incentive Plans | ||
Number of shares authorized | 300,000 | |
Number of grants issued | 0 | |
Shares available for future issuance (in shares) | 300,000 |