Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
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 | 75 State Street Suite 1400 | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02109 | |
City Area Code | 617 | |
Local Phone Number | 349-1971 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | ATXS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 54,913,061 | |
Entity Central Index Key | 0001454789 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 172,012 | $ 175,530 |
Short-term investments | 197,895 | 71,000 |
Prepaid expenses and other current assets | 4,614 | 4,412 |
Total current assets | 374,521 | 250,942 |
Right-of-use asset | 210 | 363 |
Other assets | 4,076 | 3,361 |
Total assets | 378,807 | 254,666 |
Current liabilities: | ||
Accounts payable | 862 | 1,513 |
Accrued expenses | 10,042 | 9,708 |
Current portion of operating lease liabilities | 168 | 329 |
Total current liabilities | 11,072 | 11,550 |
Total liabilities | 11,072 | 11,550 |
Commitments (Note 6) | ||
Stockholders' equity: | ||
Common stock, $0.001 par value per share, 150,000,000 shares authorized; 54,903,061 and 41,034,797 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 55 | 41 |
Additional paid-in capital | 872,832 | 728,285 |
Accumulated other comprehensive loss | (14) | |
Accumulated deficit | (600,462) | (580,534) |
Total stockholders' equity | 367,735 | 243,116 |
Total liabilities and stockholders' equity | 378,807 | 254,666 |
Preferred stock | ||
Stockholders' equity: | ||
Preferred stock | ||
Series X redeemable convertible preferred stock | ||
Stockholders' equity: | ||
Preferred stock | $ 95,324 | $ 95,324 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, authorized | 5,000,000 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, issued | 54,903,061 | 41,034,797 |
Common stock, outstanding | 54,903,061 | 41,034,797 |
Preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 4,908,620 | 4,908,620 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Series X redeemable convertible preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 91,380 | 91,380 |
Preferred stock, issued | 31,107 | 31,107 |
Preferred stock, outstanding | 31,107 | 31,107 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses: | ||
Research and development | $ 15,726 | $ 8,033 |
General and administrative | 8,424 | 5,460 |
Total operating expenses | 24,150 | 13,493 |
Loss from operations | (24,150) | (13,493) |
Other income (expense): | ||
Interest and investment income | 4,241 | 2,321 |
Other expense, net | (19) | (16) |
Total other income, net | 4,222 | 2,305 |
Net loss | $ (19,928) | $ (11,188) |
Net loss per share attributable to common shareholders - basic | $ (0.38) | $ (0.40) |
Net loss per share attributable to common shareholders - diluted | $ (0.38) | $ (0.40) |
Weighted-average common shares outstanding used in net loss per share - basic | 52,294,765 | 27,944,458 |
Weighted-average common shares outstanding used in net loss per share - diluted | 52,294,765 | 27,944,458 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Condensed Consolidated Statements of Comprehensive Loss | ||
Net Loss | $ (19,928) | $ (11,188) |
Other comprehensive (loss) gain: | ||
Unrealized (loss) gain on short-term investments, net of tax of $0 | (14) | 75 |
Total other comprehensive (loss) gain: | (14) | 75 |
Comprehensive loss | $ (19,942) | $ (11,113) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Condensed Consolidated Statements of Comprehensive Loss | ||
Unrealized (loss) gain on short-term investments, net of tax | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Preferred stock Series X redeemable convertible preferred stock | Common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Total |
Beginning balance at Dec. 31, 2022 | $ 96,398 | $ 28 | $ 632,512 | $ (507,643) | $ (79) | $ 221,216 |
Beginning balance (in shares) at Dec. 31, 2022 | 31,455 | 27,501,340 | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Issuance of common stock upon the conversion of preferred stock | $ (1,074) | 1,074 | ||||
Issuance of common stock upon the conversion of preferred stock (in shares) | (348) | 57,910 | ||||
Issuance of common stock upon exercise of options and warrants | 37 | 37 | ||||
Issuance of common stock upon exercise of options and warrants (in shares) | 427,468 | |||||
Stock-based compensation expense | 1,220 | 1,220 | ||||
Unrealized gain (loss) on short-term investments | 75 | 75 | ||||
Net Loss | (11,188) | (11,188) | ||||
Ending balance at Mar. 31, 2023 | $ 95,324 | $ 28 | 634,843 | (518,831) | (4) | 211,360 |
Ending balance (in shares) at Mar. 31, 2023 | 31,107 | 27,986,718 | ||||
Beginning balance at Dec. 31, 2023 | $ 95,324 | $ 41 | 728,285 | (580,534) | 243,116 | |
Beginning balance (in shares) at Dec. 31, 2023 | 31,107 | 41,034,797 | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Issuance of common stock pursuant to an underwriting agreement, net of underwriter's discount and issuance costs | $ 10 | 117,162 | 117,172 | |||
Issuance of common stock pursuant to an underwriting agreement, net of underwriter's discount and issuance costs (in shares) | 10,340,000 | |||||
Issuance of common stock for at-the-market offerings, net of issuance costs | $ 3 | 19,999 | 20,002 | |||
Issuance of common stock for at-the-market offerings, net of issuance costs (in shares) | 2,945,806 | |||||
Issuance of common stock upon exercise of options and warrants | $ 1 | 4,632 | 4,633 | |||
Issuance of common stock upon exercise of options and warrants (in shares) | 582,458 | |||||
Stock-based compensation expense | 2,754 | 2,754 | ||||
Unrealized gain (loss) on short-term investments | (14) | (14) | ||||
Net Loss | (19,928) | (19,928) | ||||
Ending balance at Mar. 31, 2024 | $ 95,324 | $ 55 | $ 872,832 | $ (600,462) | $ (14) | $ 367,735 |
Ending balance (in shares) at Mar. 31, 2024 | 31,107 | 54,903,061 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities | ||
Net loss | $ (19,928) | $ (11,188) |
Reconciliation of net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 2,754 | 1,220 |
Right-of-use asset - operating lease | 153 | 142 |
Other non-cash items | (665) | (26) |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | (930) | (864) |
Lease liability - operating lease | (161) | (145) |
Accounts payable | (651) | 140 |
Accrued expenses | 334 | (2,532) |
Net cash used in operating activities | (19,094) | (13,253) |
Investing activities | ||
Purchases of short-term investments | (1,049,231) | (95,923) |
Sales and maturities of short-term investments | 923,000 | 290,920 |
Purchases of property and equipment | (5) | |
Net cash (used in) provided by investing activities | (126,231) | 194,992 |
Financing activities | ||
Proceeds from public offering, net of underwriting discounts and issuance costs | 117,172 | |
Proceeds from at-the-market offering, net of issuance costs | 20,002 | |
Proceeds from exercise of stock options and warrants | 4,633 | 37 |
Net cash provided by financing activities | 141,807 | 37 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (3,518) | 181,776 |
Cash, cash equivalents and restricted cash, beginning of period | 175,693 | 20,688 |
Cash, cash equivalents and restricted cash, end of period | 172,175 | 202,464 |
Supplemental disclosure of non-cash transactions: | ||
Conversion of Series X Preferred Stock into common stock | $ 1,074 | |
Public offering issuance costs in accounts payable and accrued expenses | $ 280 |
Organization and Operations
Organization and Operations | 3 Months Ended |
Mar. 31, 2024 | |
Organization and Operations | |
Organization and Operations | 1. Organization and Operations The Company Astria Therapeutics, Inc. (the “Company”), is a biopharmaceutical company focused on the discovery, development and commercialization of novel therapeutics for allergic and immunological diseases. The Company’s lead product candidate is STAR-0215, a potential best-in-class monoclonal antibody inhibitor of plasma kallikrein in clinical development for the treatment of hereditary angioedema (“HAE”), a rare, debilitating and potentially life-threatening disease. The Company’s second product candidate is STAR-0310, a monoclonal antibody OX40 antagonist that is in preclinical development for the treatment of atopic dermatitis (“AD”), an immune disorder associated with loss of skin barrier function and itching. The Company was incorporated in the State of Delaware on June 26, 2008. February 2024 Financing On February 1, 2024, the Company closed an underwritten offering in which the Company sold 10,340,000 shares of common stock at a price of $12.09 per share (the “February 2024 Financing”). The gross proceeds of the February 2024 Financing were $125.0 million and the net proceeds were $117.2 million. Liquidity In June 2021, the Company entered into an Open Market Sale Agreement SM SM As of March 31, 2024, the Company had an accumulated deficit of $600.5 million and had available cash, cash equivalents and short-term investments $369.9 million. The Company estimates its existing cash, cash equivalents, and short-term investments are sufficient to sustain operations for at least twelve months from the issuance of these unaudited condensed consolidated financial statements. 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 for the next several years as it continues to develop its product candidates. 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 equity, debt or other financing or generate product revenue or revenues from collaborative partners, on terms acceptable to the Company, on a timely basis or at all. The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations, and financial condition. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023 and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 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, 2024 are not necessarily indicative of the results for the year ending December 31, 2024 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 service providers. Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. The Company has included pre-funded warrants to purchase 1,571,093 shares of common stock at an exercise price of $0.001 per share in its computation of weighted average shares outstanding during the period. Diluted net loss per share attributable to common stockholders 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 attributable to common stockholders calculation, stock options and warrants to purchase the Company’s common stock were considered to be common stock equivalents but were excluded from the calculation of diluted net loss per share attributable to common stockholders, as their effect would be anti-dilutive; therefore, basic and diluted net loss per share attributable to common stockholders 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, 2024 2023 Common stock warrants 6,796,280 1,031,820 Stock options 6,052,298 2,562,234 Series X Preferred Stock 5,184,591 5,184,591 18,033,169 8,778,645 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 and reverse repurchase agreements with a maturity period of one business day at the time of purchase. Cash equivalents are mainly comprised of money market accounts invested in U.S. Treasury securities, corporate debt securities, commercial paper and reverse repurchase agreements with a maturity period of one business day at the time of purchase. 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 other long-term assets 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, 2024 2023 Cash and cash equivalents $ 172,012 $ 202,301 Restricted cash 163 163 Total $ 172,175 $ 202,464 Preferred Stock Discount 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 was recognized through the earliest possible date of conversion, which occurred upon the 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, 2024, $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 - 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 August 2020, the FASB issued Accounting Standards Update 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40) In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280: Improvements to Reportable Segment Disclosures Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2, “ Summary of Significant Accounting Policies |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Financial Instruments | |
Financial Instruments | 3. 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, 2024 and December 31, 2023, 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, 2024 and 2023. 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, 2024 Quoted Prices Significant Significant in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Cash and cash equivalents: Money market funds $ 104,705 $ — $ — $ 104,705 Treasury bills 19,997 — — 19,997 Short-term investments: Treasury bills 103,251 — — 103,251 Reverse repurchase agreements — 80,000 — 80,000 Treasury notes 14,644 — — 14,644 Total $ 242,597 $ 80,000 $ — $ 322,597 As of December 31, 2023 Quoted Prices Significant Significant in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Cash and cash equivalents: Money market funds $ 7,709 $ — $ — $ 7,709 Short-term investments: Reverse repurchase agreements — 71,000 — 71,000 Total $ 7,709 $ 71,000 $ — $ 78,709 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, 2024 and December 31, 2023. |
Short-Term Investments
Short-Term Investments | 3 Months Ended |
Mar. 31, 2024 | |
Short-Term Investments | |
Short-Term Investments | 4. Short-Term Investments The following table summarizes the short-term investments held at March 31, 2024 and December 31, 2023 (in thousands): Gross Unrealized Gross Unrealized Amortized Cost Gains Losses Fair Value March 31, 2024 Treasury bills $ 103,263 $ 1 $ (13) $ 103,251 Reverse repurchase agreements 80,000 — — 80,000 Treasury notes 14,646 — (2) 14,644 Total $ 197,909 $ 1 $ (15) $ 197,895 Gross Unrealized Gross Unrealized Amortized Cost Gains Losses Fair Value December 31, 2023 Reverse repurchase agreements $ 71,000 $ — $ — $ 71,000 Total $ 71,000 $ — $ — $ 71,000 The contractual maturities of all short-term investments held at March 31, 2024 and December 31, 2023 were one year or less. There were 14 short-term investments in an unrealized loss position with an aggregate value of $98.2 million as of March 31, 2024. 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. There were no short-term investments in an unrealized loss position as of December 31, 2023. 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 statements 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, 2024 and 2023 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 statements of operations for the three months ended March 31, 2024 and 2023. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following (in thousands): March 31, December 31, 2024 2023 Accrued contracted costs $ 5,135 $ 3,861 Accrued professional fees 2,886 1,485 Accrued compensation 1,638 4,047 Accrued other 383 315 Total $ 10,042 $ 9,708 |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2024 | |
Commitments | |
Commitments | 6. Commitments On January 28, 2022, the Company entered into a sublease agreement (the “Current Sublease”) with Grant Thornton LLP for new office space to replace its existing office space. The Current 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). Future minimum payments required under the Current Sublease as of March 31, 2024 are summarized as follows (in thousands): Period Ending March 31, Amount 2024 $ 171 Total lease payments $ 171 Less: imputed interest (3) Total operating lease liabilities $ 168 Rent expense was $0.2 million for each of the three months ended March 31, 2024 and 2023. Lease payments were $0.2 million for each of the three months ended March 31, 2024 and 2023. On January 3, 2024, the Company entered into a sublease agreement (the ”New Sublease”) with Duck Creek Technologies LLC for new office space to replace its existing office space. The term of the New Sublease is scheduled to commence on June 1, 2024 and will end on November 30, 2028 (or on such earlier date as the term may sooner cease or expire as set forth in the New Sublease). The New Sublease will increase the future minimum lease payments from approximately $0.2 million to approximately $6.9 million. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity | |
Stockholders' Equity | 7. Stockholders’ Equity Preferred Stock Under the Company’s restated certificate of incorporation, as amended, 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, 2024, the Company had 31,107 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 5,184,591. Outstanding Warrants The following table presents information about warrants that are issued and outstanding at March 31, 2024: Year Issued Equity Instrument Warrants Outstanding Exercise Price Date of Expiration 2023 (1) Common Stock 6,796,280 $ 8.03 10/16/2028 Total 6,796,280 Weighted average exercise price $ 8.03 Weighted average life in years 4.80 (1) 1,571,093 pre-funded warrants were issued in 2023 and were outstanding as of March 31, 2024, not included in the table above, with an exercise price of $0.001 per share and are exercisable until all pre-funded warrants are exercised in full. |
Reserved for Future Issuance
Reserved for Future Issuance | 3 Months Ended |
Mar. 31, 2024 | |
Reserved for Future Issuance | |
Reserved for Future Issuance | 8. Reserved for Future Issuance The Company has reserved for future issuance the following shares of common stock: March 31, December 31, 2024 2023 Warrants for the purchase of common stock 8,367,373 9,271,689 Options outstanding to purchase common stock 6,052,298 3,553,969 Series X Preferred Stock 5,184,591 5,184,591 Reserve under the 2015 Amended and Restated Stock Incentive Plan and the 2022 Inducement Stock Incentive Plan 2,824,689 5,334,301 Shares reserved for the employee stock purchase plan 49,139 43,060 Total 22,478,090 23,387,610 |
Stock Incentive Plans
Stock Incentive Plans | 3 Months Ended |
Mar. 31, 2024 | |
Stock Incentive Plans | |
Stock Incentive Plans | 9. 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, 2023 3,553,969 $ 13.59 8.39 $ 1,912 Granted 2,622,800 $ 15.24 Exercised (10,000) $ 3.87 Cancelled or forfeited (113,188) $ 11.07 Expired (1,283) $ 408.60 Outstanding at March 31, 2024 6,052,298 $ 14.29 8.80 $ 10,660 Vested and exercisable at March 31, 2024 1,501,277 $ 16.89 7.46 $ 4,062 Vested and expected to vest at March 31, 2024 6,052,298 $ 14.29 8.80 $ 10,660 The intrinsic value of stock options exercised in the three months ended March 31, 2024 and 2023 was $0.1 million and $0.3 million, respectively. The total grant date fair value of stock options vested for the three months ended March 31, 2024 and 2023 was $3.2 million and $1.5 million, respectively. The weighted-average grant date fair value per share of options granted for the three months ended March 31, 2024 and 2023 was $10.40 and $8.49, respectively. At March 31, 2024, the total unrecognized compensation expense related to unvested stock option awards was $37.4 million. The Company expects to recognize that cost over a weighted-average period of approximately 3.3 years. On February 17, 2022, the Company’s board of directors adopted the 2022 Inducement Stock Incentive Plan (the “Inducement Plan”). The Inducement Plan, as amended, provides for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards with respect to an aggregate of 1,700,000 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, 2024, options to purchase 688,900 shares of common stock are outstanding under the Inducement Plan, which are included in the table above. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
Subsequent Events | 10. 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, 2024 | |
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, 2023 and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 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, 2024 are not necessarily indicative of the results for the year ending December 31, 2024 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 service providers. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. The Company has included pre-funded warrants to purchase 1,571,093 shares of common stock at an exercise price of $0.001 per share in its computation of weighted average shares outstanding during the period. Diluted net loss per share attributable to common stockholders 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 attributable to common stockholders calculation, stock options and warrants to purchase the Company’s common stock were considered to be common stock equivalents but were excluded from the calculation of diluted net loss per share attributable to common stockholders, as their effect would be anti-dilutive; therefore, basic and diluted net loss per share attributable to common stockholders 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, 2024 2023 Common stock warrants 6,796,280 1,031,820 Stock options 6,052,298 2,562,234 Series X Preferred Stock 5,184,591 5,184,591 18,033,169 8,778,645 |
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 and reverse repurchase agreements with a maturity period of one business day at the time of purchase. Cash equivalents are mainly comprised of money market accounts invested in U.S. Treasury securities, corporate debt securities, commercial paper and reverse repurchase agreements with a maturity period of one business day at the time of purchase. 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 other long-term assets 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, 2024 2023 Cash and cash equivalents $ 172,012 $ 202,301 Restricted cash 163 163 Total $ 172,175 $ 202,464 |
Preferred Stock Discount | Preferred Stock Discount 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 was recognized through the earliest possible date of conversion, which occurred upon the 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, 2024, $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 - Adopted | Recent Accounting Pronouncements - 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 August 2020, the FASB issued Accounting Standards Update 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40) In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting (Topic 280: Improvements to Reportable Segment Disclosures |
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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Schedule of anti-dilutive common stock equivalents excluded from the calculation of diluted net loss per share | Three Months Ended March 31, 2024 2023 Common stock warrants 6,796,280 1,031,820 Stock options 6,052,298 2,562,234 Series X Preferred Stock 5,184,591 5,184,591 18,033,169 8,778,645 |
Schedule of condensed consolidated statement of cash flows | 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, 2024 2023 Cash and cash equivalents $ 172,012 $ 202,301 Restricted cash 163 163 Total $ 172,175 $ 202,464 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Financial Instruments | |
Schedule of assets and liabilities measured fair value on a recurring basis | Below is a summary of assets and liabilities measured at fair value on a recurring basis (in thousands): As of March 31, 2024 Quoted Prices Significant Significant in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Cash and cash equivalents: Money market funds $ 104,705 $ — $ — $ 104,705 Treasury bills 19,997 — — 19,997 Short-term investments: Treasury bills 103,251 — — 103,251 Reverse repurchase agreements — 80,000 — 80,000 Treasury notes 14,644 — — 14,644 Total $ 242,597 $ 80,000 $ — $ 322,597 As of December 31, 2023 Quoted Prices Significant Significant in Active Observable Unobservable Markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Cash and cash equivalents: Money market funds $ 7,709 $ — $ — $ 7,709 Short-term investments: Reverse repurchase agreements — 71,000 — 71,000 Total $ 7,709 $ 71,000 $ — $ 78,709 |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Short-Term Investments | |
Schedule of the short-term investments | The following table summarizes the short-term investments held at March 31, 2024 and December 31, 2023 (in thousands): Gross Unrealized Gross Unrealized Amortized Cost Gains Losses Fair Value March 31, 2024 Treasury bills $ 103,263 $ 1 $ (13) $ 103,251 Reverse repurchase agreements 80,000 — — 80,000 Treasury notes 14,646 — (2) 14,644 Total $ 197,909 $ 1 $ (15) $ 197,895 Gross Unrealized Gross Unrealized Amortized Cost Gains Losses Fair Value December 31, 2023 Reverse repurchase agreements $ 71,000 $ — $ — $ 71,000 Total $ 71,000 $ — $ — $ 71,000 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses | |
Schedule of accrued expenses | Accrued expenses consisted of the following (in thousands): March 31, December 31, 2024 2023 Accrued contracted costs $ 5,135 $ 3,861 Accrued professional fees 2,886 1,485 Accrued compensation 1,638 4,047 Accrued other 383 315 Total $ 10,042 $ 9,708 |
Commitments (Tables)
Commitments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments | |
Schedule of future minimum payments required under the Current Sublease agreement | Future minimum payments required under the Current Sublease as of March 31, 2024 are summarized as follows (in thousands): Period Ending March 31, Amount 2024 $ 171 Total lease payments $ 171 Less: imputed interest (3) Total operating lease liabilities $ 168 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity | |
Schedule of warrants issued and outstanding | The following table presents information about warrants that are issued and outstanding at March 31, 2024: Year Issued Equity Instrument Warrants Outstanding Exercise Price Date of Expiration 2023 (1) Common Stock 6,796,280 $ 8.03 10/16/2028 Total 6,796,280 Weighted average exercise price $ 8.03 Weighted average life in years 4.80 (1) 1,571,093 pre-funded warrants were issued in 2023 and were outstanding as of March 31, 2024, not included in the table above, with an exercise price of $0.001 per share and are exercisable until all pre-funded warrants are exercised in full. |
Reserved for Future Issuance (T
Reserved for Future Issuance (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Reserved for Future Issuance | |
Schedule of reserved for future issuance | March 31, December 31, 2024 2023 Warrants for the purchase of common stock 8,367,373 9,271,689 Options outstanding to purchase common stock 6,052,298 3,553,969 Series X Preferred Stock 5,184,591 5,184,591 Reserve under the 2015 Amended and Restated Stock Incentive Plan and the 2022 Inducement Stock Incentive Plan 2,824,689 5,334,301 Shares reserved for the employee stock purchase plan 49,139 43,060 Total 22,478,090 23,387,610 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stock Incentive Plans | |
Schedule of stock option activity | Weighted Average Aggregate Weighted- Remaining Intrinsic Average Contractual Value Shares Exercise Price Term (years) (in thousands) Outstanding at December 31, 2023 3,553,969 $ 13.59 8.39 $ 1,912 Granted 2,622,800 $ 15.24 Exercised (10,000) $ 3.87 Cancelled or forfeited (113,188) $ 11.07 Expired (1,283) $ 408.60 Outstanding at March 31, 2024 6,052,298 $ 14.29 8.80 $ 10,660 Vested and exercisable at March 31, 2024 1,501,277 $ 16.89 7.46 $ 4,062 Vested and expected to vest at March 31, 2024 6,052,298 $ 14.29 8.80 $ 10,660 |
Organization and Operations - L
Organization and Operations - Liquidity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 04, 2024 | Feb. 01, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Organization and Operations | ||||
Percentage of commission paid to underwriter based on proceeds from common stock | 3% | |||
Accumulated deficit | $ 600,462 | $ 580,534 | ||
Cash, cash equivalents and short-term investments | $ 369,900 | |||
Common stock | ||||
Organization and Operations | ||||
Issuance of common stock for at-the-market offerings, net of issuance costs (in shares) | 2,945,806 | |||
February 2024 Financing | ||||
Organization and Operations | ||||
Number of shares issued | 10,340,000 | |||
Share price (in dollars per share) | $ 12.09 | |||
Gross proceeds | $ 125,000 | |||
Net proceeds from issuance of common stock | $ 117,200 | |||
ATM Program | Common stock | ||||
Organization and Operations | ||||
Gross proceeds | $ 20,000 | |||
Net proceeds from issuance of common stock | $ 20,600 | |||
Jefferies | ATM Program | ||||
Organization and Operations | ||||
Maximum aggregate value of common shares which can be issued under the agreement | $ 150,000 | |||
Issuance of common stock for at-the-market offerings, net of issuance costs (in shares) | 2,945,806 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Net Loss Per Share (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Summary of Significant Accounting Polices | ||
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares) | 18,033,169 | 8,778,645 |
Exercise price of warrants (in dollars per share) | $ 8.03 | |
Common stock warrants | ||
Summary of Significant Accounting Polices | ||
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares) | 6,052,298 | 2,562,234 |
Employee Stock Option | ||
Summary of Significant Accounting Polices | ||
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares) | 6,796,280 | 1,031,820 |
Series X Preferred Stock | ||
Summary of Significant Accounting Polices | ||
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares) | 5,184,591 | 5,184,591 |
Pre-funded warrants | ||
Summary of Significant Accounting Polices | ||
Number of warrants to purchase common stock | 1,571,093 | |
Exercise price of warrants (in dollars per share) | $ 0.001 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Summary of Significant Accounting Policies | ||||
Restricted cash, Balance Sheet location | Prepaid expenses and other current assets | Other assets | ||
Cash and cash equivalents | $ 172,012 | $ 175,530 | $ 202,301 | |
Restricted cash | 163 | 163 | ||
Total | $ 172,175 | $ 175,693 | $ 202,464 | $ 20,688 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Preferred Stock Discount (Details) - Private Placement - Series X redeemable convertible preferred stock - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Feb. 28, 2021 | Mar. 31, 2024 | |
Preferred stock discount | ||
Beneficial conversion feature | $ 19.6 | |
Deferred stock issuance costs for Underwriting Agreement | $ 5.7 | |
Non-cash dividend | $ 24.4 | |
Stock conversion amount to be recognized | $ 0.9 |
Financial Instruments - Fair va
Financial Instruments - Fair value hierarchy (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Financial Instruments Measurements | |||
Transfers between fair value measurement levels | $ 0 | $ 0 | |
Reverse repurchase agreements | Government Securities and Obligations | |||
Financial Instruments Measurements | |||
Percentage of investment amount to collateralized deposits value | 102% | ||
Recurring | |||
Assets: | |||
Total | $ 322,597 | $ 78,709 | |
Recurring | Level 1 | |||
Assets: | |||
Total | 242,597 | 7,709 | |
Recurring | Level 2 | |||
Assets: | |||
Total | 80,000 | 71,000 | |
Recurring | Money market funds | |||
Assets: | |||
Cash and cash equivalents: | 104,705 | 7,709 | |
Recurring | Money market funds | Level 1 | |||
Assets: | |||
Cash and cash equivalents: | 104,705 | 7,709 | |
Recurring | Treasury bills | |||
Assets: | |||
Cash and cash equivalents: | 19,997 | ||
Short-term investments: | 103,251 | ||
Recurring | Treasury bills | Level 1 | |||
Assets: | |||
Cash and cash equivalents: | 19,997 | ||
Short-term investments: | 103,251 | ||
Recurring | Treasury notes | |||
Assets: | |||
Short-term investments: | 14,644 | ||
Recurring | Treasury notes | Level 1 | |||
Assets: | |||
Short-term investments: | 14,644 | ||
Recurring | Reverse repurchase agreements | |||
Assets: | |||
Short-term investments: | 80,000 | 71,000 | |
Recurring | Reverse repurchase agreements | Level 2 | |||
Assets: | |||
Short-term investments: | $ 80,000 | $ 71,000 |
Short-Term Investments (Details
Short-Term Investments (Details) $ in Thousands | Mar. 31, 2024 USD ($) item | Dec. 31, 2023 USD ($) item |
Short-term Investments | ||
Short-Term Investments | ||
Amortized Cost | $ 197,909 | $ 71,000 |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (15) | |
Fair Value | $ 197,895 | $ 71,000 |
Number of short term investments in unrealized loss position for less than 12 months | item | 14 | 0 |
Aggregate value of short term investments in unrealized loss position for less than 12 months | $ 98,200 | |
Treasury bills | ||
Short-Term Investments | ||
Amortized Cost | 103,263 | |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (13) | |
Fair Value | 103,251 | |
Reverse repurchase agreements | ||
Short-Term Investments | ||
Amortized Cost | 80,000 | $ 71,000 |
Fair Value | 80,000 | $ 71,000 |
Treasury notes | ||
Short-Term Investments | ||
Amortized Cost | 14,646 | |
Gross Unrealized Losses | (2) | |
Fair Value | $ 14,644 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Expenses | ||
Accrued contracted costs | $ 5,135 | $ 3,861 |
Accrued professional fees | 2,886 | 1,485 |
Accrued compensation | 1,638 | 4,047 |
Accrued other | 383 | 315 |
Total | $ 10,042 | $ 9,708 |
Commitments (Details)
Commitments (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Jan. 03, 2024 | Jan. 02, 2024 | |
Future minimum payments | ||||
2024 | $ 171 | |||
Total lease payments | 171 | $ 6,900 | $ 200 | |
Less: imputed interest | (3) | |||
Total operating lease liabilities | 168 | |||
Operating leases | ||||
Rent expense | 200 | $ 200 | ||
Lease payments | 200 | $ 200 | ||
Future minimum payments | $ 171 | $ 6,900 | $ 200 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) | 3 Months Ended | |
Mar. 31, 2024 series $ / shares shares | Dec. 31, 2023 $ / shares shares | |
Preferred Stock | ||
Preferred stock, authorized | 5,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | |
Minimum number of series used to issue preferred stock | series | 1 | |
Series X redeemable convertible preferred stock | ||
Preferred Stock | ||
Preferred stock, authorized | 91,380 | 91,380 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 |
Aggregate shares of series X preferred stock | 31,107 | |
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 of the series X preferred stock | 5,184,591 |
Stockholders' Equity - Outstand
Stockholders' Equity - Outstanding warrants (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Stockholders' Equity | |
Warrants Outstanding (in shares) | shares | 6,796,280 |
Exercise price (in dollars per share) | $ / shares | $ 8.03 |
Weighted average | |
Stockholders' Equity | |
Weighted average life (in years) | 4 years 9 months 18 days |
Warrants Issued In 2023 | Common stock warrants | |
Stockholders' Equity | |
Warrants Outstanding (in shares) | shares | 6,796,280 |
Exercise price (in dollars per share) | $ / shares | $ 8.03 |
Pre-funded warrants | |
Stockholders' Equity | |
Warrants Outstanding (in shares) | shares | 1,571,093 |
Exercise price (in dollars per share) | $ / shares | $ 0.001 |
Reserved for Future Issuance (D
Reserved for Future Issuance (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Reserved for Future Issuance | ||
Number of shares reserved for future issuance | 22,478,090 | 23,387,610 |
Warrants for the purchase of common stock | ||
Reserved for Future Issuance | ||
Number of shares reserved for future issuance | 8,367,373 | 9,271,689 |
Options outstanding to purchase common stock | ||
Reserved for Future Issuance | ||
Number of shares reserved for future issuance | 6,052,298 | 3,553,969 |
Series X Preferred Stock | ||
Reserved for Future Issuance | ||
Number of shares reserved for future issuance | 5,184,591 | 5,184,591 |
Reserve under the 2015 Amended and Restated Stock Incentive Plan and the 2022 Inducement Stock Incentive Plan | ||
Reserved for Future Issuance | ||
Number of shares reserved for future issuance | 2,824,689 | 5,334,301 |
Shares reserved for the employee stock purchase plan | ||
Reserved for Future Issuance | ||
Number of shares reserved for future issuance | 49,139 | 43,060 |
Stock Incentive Plans - Stock o
Stock Incentive Plans - Stock options (Details) - Employee Stock Option - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Shares | |||
Outstanding, beginning of year (in shares) | 3,553,969 | ||
Granted (in shares) | 2,622,800 | ||
Exercised (in shares) | (10,000) | ||
Cancelled or forfeited (in shares) | (113,188) | ||
Expired (in shares) | (1,283) | ||
Outstanding, end of year (in shares) | 6,052,298 | 3,553,969 | |
Vested and exercisable (in shares) | 1,501,277 | ||
Vested and expected to vest (in shares) | 6,052,298 | ||
Weighted-Average Exercise Price | |||
Outstanding, beginning of year (in dollars per share) | $ 13.59 | ||
Granted (in dollars per share) | 15.24 | ||
Exercised (in dollars per share) | 3.87 | ||
Cancelled or forfeited (in dollars per share) | 11.07 | ||
Expired (in dollars per share) | 408.60 | ||
Outstanding at end of year (in dollars per share) | 14.29 | $ 13.59 | |
Vested and exercisable at end of year (in dollars per share) | 16.89 | ||
Vested and expected to vest at end of the year (in dollars per share) | $ 14.29 | ||
Weighted Average Remaining Contractual Term (years) | |||
Outstanding | 8 years 9 months 18 days | 8 years 4 months 20 days | |
Vested and exercisable | 7 years 5 months 15 days | ||
Vested and expected to vest | 8 years 9 months 18 days | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 10,660 | $ 1,912 | |
Vested and exercisable | 4,062 | ||
Vested and expected to vest | 10,660 | ||
Stock Incentive Plans | |||
Intrinsic value of options exercised | 100 | $ 300 | |
Aggregate fair value of options vested | $ 3,200 | $ 1,500 | |
Weighted average grant date fair value of options granted (in dollars per share) | $ 10.40 | $ 8.49 | |
Unrecognized compensation expense related to unvested stock option awards | $ 37,400 | ||
Weighted-average amortization period over which cost is expected to be recognized | 3 years 3 months 18 days |
Stock Incentive Plans - Inducem
Stock Incentive Plans - Inducement plan (Details) - 2022 Inducement Stock Incentive Plan - shares | Feb. 17, 2022 | Mar. 31, 2024 |
Stock Incentive Plans | ||
Number of additional shares authorized | 1,700,000 | |
Number of stock options remain outstanding | 688,900 |
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) | $ (19,928) | $ (11,188) |
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 |