Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 20, 2023 | Jun. 30, 2022 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity File Number | 001-40886 | ||
Entity Registrant Name | COGNITION THERAPEUTICS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 13-4365359 | ||
Entity Address, Address Line One | 2500 Westchester Ave. | ||
Entity Address, City or Town | Purchase | ||
Entity Address State Or Province | NY | ||
Entity Address, Postal Zip Code | 10577 | ||
City Area Code | 412 | ||
Local Phone Number | 481-2210 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | CGTX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 38,225,874 | ||
Entity Common Stock, Shares Outstanding | 29,262,587 | ||
Entity Central Index Key | 0001455365 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | Philadelphia, PA |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 41,562 | $ 54,721 |
Grant receivables | 3,672 | 1,799 |
Prepaid expenses and other current assets | 2,413 | 2,005 |
Other receivables | 467 | |
Total current assets | 47,647 | 58,992 |
Property and equipment, net | 233 | 145 |
Right-of-use assets, operating leases | 813 | |
Other assets | 1,732 | |
Total assets | 50,425 | 59,137 |
Current liabilities | ||
Accounts payable | 3,216 | 4,168 |
Accrued expenses | 2,094 | 1,751 |
Deferred grant income, current | 1,702 | 753 |
Operating lease liabilities, current | 149 | |
Other current liabilities | 634 | 1,192 |
Total current liabilities | 7,795 | 7,864 |
Operating lease liabilities, noncurrent | 695 | |
Deferred grant income and other liabilities, noncurrent | 1,686 | 0 |
Total liabilities | 10,176 | 7,864 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized at December 31, 2022 and December 31, 2021; no shares issued and outstanding at December 31, 2022 and December 31, 2021 | ||
Common stock, $0.001 par value, 250,000,000 shares authorized at December 31, 2022 and December 31, 2021; 28,991,548 and 22,230,032 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 29 | 22 |
Additional paid-in capital | 155,820 | 145,453 |
Accumulated deficit | (115,401) | (94,004) |
Accumulated other comprehensive loss | (199) | (198) |
Total stockholders' equity | 40,249 | 51,273 |
Total liabilities and stockholders' equity | $ 50,425 | $ 59,137 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 28,991,548 | 22,230,032 |
Common stock, shares outstanding | 28,991,548 | 22,230,032 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Expenses: | ||
Research and development | $ 30,324 | $ 18,572 |
General and administrative | 13,227 | 10,026 |
Total operating expenses | 43,551 | 28,598 |
Loss from operations | (43,551) | (28,598) |
Other income (expense): | ||
Grant income | 22,217 | 17,447 |
Change in the fair value of the derivative liability | 2,209 | |
Change in the fair value of the Simple Agreements for Future Equity | (2,236) | |
Other income (expense), net | (35) | (88) |
Gain on debt extinguishment | 443 | |
Interest expense | (28) | (893) |
Total other income, net | 22,154 | 16,882 |
Net Loss | (21,397) | (11,716) |
Cumulative preferred stock dividends | (4,532) | |
Net loss attributable to common stockholders | (21,397) | (16,248) |
Unrealized loss on foreign currency translation | (1) | (11) |
Total comprehensive loss | $ (21,398) | $ (11,727) |
Net loss per share, basic (in dollars per share) | $ (0.91) | $ (3.13) |
Net loss per share, diluted (in dollars per share) | $ (0.91) | $ (3.13) |
Weighted-average common shares outstanding, basic (in shares) | 23,640,199 | 5,190,883 |
Weighted-average common shares outstanding, diluted (in shares) | 23,640,199 | 5,190,883 |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands | Convertible Preferred Stock | Common Stock IPO | Common Stock Follow-on Public Offering | Common Stock | Additional Paid-in Capital IPO | Additional Paid-in Capital Follow-on Public Offering | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | IPO | Follow-on Public Offering | Total |
Beginning Balances at Dec. 31, 2020 | $ 1 | $ 222 | $ (68,220) | $ (187) | $ (68,184) | |||||||
Beginning Balances (in shares) at Dec. 31, 2020 | 538,793 | |||||||||||
Shareholders' Equity | ||||||||||||
Exercise of common stock warrants | 34 | 34 | ||||||||||
Exercise of common stock warrants (in shares) | 198,198,000 | |||||||||||
Exercise of common stock options | 276 | $ 276 | ||||||||||
Exercise of common stock options (in shares) | 321,686 | 321,686 | ||||||||||
Equity-based compensation | 5,183 | $ 5,183 | ||||||||||
Issuance of Series B-1 convertible preferred stock upon conversion of debt | (397) | (14,068) | (14,465) | |||||||||
Conversion of convertible preferred stock into common stock | $ 16 | 84,745 | 84,761 | |||||||||
Conversion of convertible preferred stock into common stock (in shares) | 15,906,537 | |||||||||||
Conversion of SAFE into common stock | $ 1 | 11,177 | 11,178 | |||||||||
Conversion of SAFE into common stock (in shares) | 931,485 | |||||||||||
Issuance of common stock | $ 4 | $ 44,213 | $ 44,217 | |||||||||
Issuance of common stock (in shares) | 4,333,333 | |||||||||||
Other comprehensive loss | (11) | (11) | ||||||||||
Net loss | (11,716) | (11,716) | ||||||||||
Ending Balances at Dec. 31, 2021 | $ 22 | 145,453 | (94,004) | (198) | 51,273 | |||||||
Ending Balances (in shares) at Dec. 31, 2021 | 22,230,032 | |||||||||||
Beginning Balances at Dec. 31, 2020 | $ 55,370 | |||||||||||
Beginning Balances (in shares) at Dec. 31, 2020 | 40,524,346 | |||||||||||
Temporary equity | ||||||||||||
Issuance of Series B-1 Convertible Preferred Stock upon conversion of debt | $ 29,391 | |||||||||||
Issuance of Series B-1 Convertible Preferred Stock upon conversion of debt (in shares) | 10,926,089 | |||||||||||
Conversion of convertible preferred stock into common stock | $ (84,761) | |||||||||||
Conversion of convertible preferred stock into common stock (in shares) | (51,450,435) | |||||||||||
Exercise of common stock options | $ 2 | 1,616 | $ 1,618 | |||||||||
Exercise of common stock options (in shares) | 1,761,516 | 1,761,516 | ||||||||||
Equity-based compensation | 3,572 | $ 3,572 | ||||||||||
Issuance of common stock | $ 5 | $ 5,179 | $ 5,184 | |||||||||
Issuance of common stock (in shares) | 5,000,000 | |||||||||||
Other comprehensive loss | (1) | (1) | ||||||||||
Net loss | (21,397) | (21,397) | ||||||||||
Ending Balances at Dec. 31, 2022 | $ 29 | $ 155,820 | $ (115,401) | $ (199) | $ 40,249 | |||||||
Ending Balances (in shares) at Dec. 31, 2022 | 28,991,548 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
IPO | ||
Issuance of common stock, discounts and offering costs | $ 7,783 | |
Follow-on Public Offering | ||
Issuance of common stock, discounts and offering costs | $ 816 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (21,397) | $ (11,716) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 83 | 93 |
Equity-based compensation | 3,572 | 5,183 |
Amortization of right-of-use assets | 152 | |
Amortization of debt issuance costs | 31 | |
Amortization of debt discount | 352 | |
Change in the fair value of the derivative liability | (2,209) | |
Change in the fair value of the Simple Agreements for Future Equity | 2,236 | |
Gain on debt extinguishment | (443) | |
Changes in operating assets and liabilities: | ||
Grant receivables | (1,873) | (1,235) |
Prepaid expenses and other assets | 430 | 21 |
Other receivables | 467 | 121 |
Other assets | (1,732) | |
Accounts payable | (1,092) | 2,165 |
Accrued expenses | 343 | 1,269 |
Deferred grant income, current and other liabilities | 2,635 | 501 |
Operating lease liabilities | (121) | |
Net cash used in operating activities | (18,533) | (3,631) |
Cash flows from investing activities: | ||
Payments for property and equipment | (171) | (27) |
Net cash used in investing activities | (171) | (27) |
Cash flows from financing activities: | ||
Proceeds from the exercise of common stock options | 1,618 | 276 |
Payments on loan payable | (1,396) | (268) |
Proceeds from issuance of Simple Agreements for Future Equity | 8,942 | |
Proceeds from exercise of stock warrants | 34 | |
Net cash provided by financing activities | 5,546 | 53,201 |
Effect of exchange rate changes on cash and cash equivalents | (1) | (11) |
Net (decrease) increase in cash and cash equivalents | (13,159) | 49,532 |
Cash and cash equivalents | ||
Cash and cash equivalents-beginning of period | 54,721 | 5,189 |
Cash and cash equivalents-end of period | 41,562 | 54,721 |
Supplemental disclosures of non-cash financing activities: | ||
Prepayment of insurance through third-party financing | 838 | 1,191 |
Remeasurement of right-of-use asset and operating lease liability | 349 | |
Deferred offering costs included in Accounts payable | 140 | |
Conversion of convertible preferred stock into common stock in initial public offering | 84,761 | |
Conversion of Simple Agreements for Future Equity into common stock in initial public offering | 11,178 | |
IPO | ||
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | $ 44,217 | |
Follow-on Public Offering | ||
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | $ 5,324 |
Description of Business and Fin
Description of Business and Financial Condition | 12 Months Ended |
Dec. 31, 2022 | |
Description of Business and Financial Condition | |
Description of Business and Financial Condition | 1. Description of Business and Financial Condition Cognition Therapeutics, Inc. (the “Company”) was incorporated as a Delaware corporation on August 21, 2007. The Company is a biopharmaceutical company developing disease modifying therapies for central nervous system (“CNS”) disorders. The Company’s pipeline candidates were discovered using proprietary biology and chemistry platforms designed to identify novel drug targets and disease-modifying therapies that address dysregulated pathways specifically associated with neurodegenerative diseases. The Company was founded on the unique combination of biological expertise around these targets, including proprietary assays that emphasize functional responses, and proprietary medicinal chemistry intended to produce novel, high-quality small-molecule drug candidates. On July 14, 2015, the Company formed Cognition Therapeutics PTY LTD, as its wholly owned subsidiary (the “Subsidiary”), primarily for the purpose of conducting research and development efforts at facilities located in Australia. Assets and liabilities of the Subsidiary, which uses the Australian dollar as its local functional currency, are translated to United States (U.S.) dollars at year-end exchange rates. Income statement accounts are translated using the average exchange rates prevailing during the month in which income and expenses are generated. Translation adjustments are recorded to accumulated other comprehensive income (loss) (“AOCI”) within stockholders’ deficit. Gains and losses from foreign currency transactions are included in net loss as a part of other income, net. On October 13, 2021, the Company closed its initial public offering (“IPO”) of 3,768,116 shares of the Company’s common stock at a public offering price of $12.00 per share. The gross proceeds from the IPO, excluding the overallotment exercise, were $45,217 and the net proceeds were approximately $37,909, after deducting underwriting discounts and commissions and other offering related expenses payable by the Company. Upon completion of the IPO, all of the Company’s then outstanding preferred stock was automatically converted into an aggregate of 15,906,537 shares of common stock and an aggregate amount of $8,942 of simple agreements for future equity (“SAFE”) was automatically converted into an aggregate of 931,485 shares of common stock. On November 10, 2021, the representative of the underwriters for the IPO provided notice to the Company that it had elected to exercise its over-allotment option in full to purchase 565,217 shares of the Company’s common stock. The representative’s exercise of the over-allotment option closed on November 12, 2021, resulting in gross proceeds of $6,783 and net proceeds to the Company of approximately $6,308, after deducting underwriting discounts and commissions and other offering related expenses. On November 15, 2022, the Company closed its follow-on public offering of 5,000,000 shares of the Company’s common stock at a public offering price of $1.20 per share (“November 2022 Offering”). The gross proceeds from the November 2022 Offering were $6,000 and the net proceeds were approximately $5,184, after deducting underwriting discounts and commissions and other offering related expenses payable by the Company. Additionally, the Company granted the underwriters in the November 2022 Offering an option to purchase up to 750,000 additional shares of its common stock at the public offering price, less underwriting discounts and commissions. On December 23, 2022, the Company filed a Registration Statement on Form S-3 (File No. 333-268992) (the “Shelf”) with the Securities and Exchange Commission (“SEC”) in relation to the registration of common stock, preferred stock, debt securities, warrants, subscription rights, and/or units of any combination thereof of up to $200,000 in aggregate. The Shelf was declared effective on January 3, 2023 by the SEC. The Company also simultaneously entered into a sales agreement with Cantor Fitzgerald & Co. and B. Riley Securities, Inc., or the Sales Agents, providing for the offering, issuance and sale by the Company of up to $40,000 of its common stock from time to time in “at-the-market” offerings under the Shelf (the “ATM”). The Company held cash and cash equivalents of $41,562 at December 31, 2022. The Company expects that its cash and cash equivalents, including the net proceeds from its IPO and its follow-on public offering, will enable it to fund its operating expenses and capital expenditure requirements through at least the one year period subsequent to the filing date of this Annual Report on Form 10-K. However, additional funding will be necessary to fund future preclinical and clinical activities. The Company expects to finance its future cash needs through a combination of grant awards, equity or debt financings, collaboration agreements, strategic alliances and licensing arrangements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist primarily of interest-bearing deposits at various financial institutions and money markets. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Receivables Grant Receivables Grant receivables relate to outstanding amounts due for reimbursable expenditures of awarded grants issued by the National Institute of Health (“NIH”) and are carried at their estimated collectible amounts. The Company expects all receivables to be collectible, and accordingly, there is no allowance for doubtful accounts required on these grant receivables. Deferred Offering Costs The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financings, including the IPO, as deferred costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ deficit as a reduction of proceeds generated as a result of the offering. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on the straight-line basis over the estimated useful life of the asset. The Company estimates the useful life to be 5 and 6 years for equipment and furniture and fixtures, respectively. The cost of repairs and maintenance is charged to expense as incurred. Equipment finance leases are included in Property and Equipment, net and other liabilities on the consolidated balance sheet. The Company reviews the recorded values of property and equipment for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. There were no indicators of impairment of long-lived assets during the years ended December 31, 2022 or 2021. Convertible Instruments ASC 815, Derivatives and Hedging Activities The Company also follows ASC 480-10, Distinguishing Liabilities from Equity Grant income The Company generates grant income through grants from government and other (non-government) organizations. Grant income is recognized in other income (expense) in the period in which the reimbursable research and development services are incurred and the right to payment is realized. Deferred grant income represents grant proceeds received by the Company prior to the period in which the reimbursable research and development services are incurred. For the year ended December 31, 2022 and 2021, the Company generated grant income of $22,217 and $17,447, respectively, primarily from reimbursements from the National Institute of Aging, a division of the NIH for aging research. The current and noncurrent portion of deferred grant income as of December 31, 2022 was $1,702 and $1,686, respectively, as compared to the current and noncurrent portion of deferred grant income as of December 31, 2021 of $753 and $0, respectively. The grants awarded relate to agreed-upon direct and indirect costs for specific studies or clinical trials, which may include personnel and consulting costs, costs paid to contract research organizations (“CROs”), research institutions and/or consortiums involved in the grant, as well as facilities and administrative costs. These grants are cost plus fixed fee arrangements in which the Company is reimbursed for its eligible direct and indirect costs over time, up to the maximum amount of each specific grant award. Only costs that are allowable under the grant award, certain government regulations and the NIH’s supplemental policy and procedure manual may be claimed for reimbursement, and the reimbursements are subject to routine audits from governmental agencies from time to time. While these NIH grants do not contain payback provisions, the NIH or other government agency may review the Company’s performance, cost structures and compliance with applicable laws, regulations, policies and standards and the terms and conditions of the applicable NIH grant. If any of the expenditures are found to be unallowable or allocated improperly or if the Company has otherwise violated terms of such NIH grant, the expenditures may not be reimbursed and/or the Company may be required to repay funds already disbursed. To date, the Company has not been found to have breached the terms of any NIH grant. As of December 31, 2022, the Company has been awarded grants with project periods that extend through May 31, 2026, subject to extension. Research and Development Costs The Company is involved in research and development aimed at the development of treatments for a variety of diseases related to the central nervous system, with a primary focus on Alzheimer’s Disease. Research and development costs are expensed as incurred. Research and development expenses consist principally of personnel costs, including salaries, stock-based compensation, and benefits for employees, third-party license fees and other operational costs related to our research and development activities, including allocated facility-related expenses and external costs of outside vendors, and other direct and indirect costs. Non-refundable research and development costs are deferred and expensed as the related goods are delivered or services are performed. Costs for external development activities are recognized based on an evaluation of the progress to completion of specific tasks. Costs for certain research and development activities are recognized based on the pattern of performance of the individual arrangements, which may differ from the pattern of billings incurred, and are reflected in the consolidated financial statements as prepaid expenses or as accrued research and development expenses. Leases The Company adopted Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) using the optional transition method of the modified retrospective approach, as of January 1, 2022. Accordingly, prior periods will not be restated to reflect the adoption of the standard. The Company elected the practical expedient to not apply the recognition requirements in the leasing standards to short-term leases (a lease that at commencement date has a lease term of 12 months or less and does not contain a purchase option that it is reasonably certain to exercise) and the practical expedient that permits lessees to make an accounting policy election (by class of underlying asset) to not separate lease components of a contract from non-lease components. The Company determines if an arrangement is a lease at contract inception. The Company’s contracts are determined to contain a lease when all of the following criteria based on the specific circumstances of the arrangement are met: (1) there is an identified asset for which there are no substantive substitution rights; (2) the Company has the right to obtain substantially all of the economic benefits from the identified asset; and (3) the Company has the right to direct the use of the identified asset. At the commencement date, operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of future lease payments over the expected lease term. The Company’s lease agreements do not provide an implicit rate. As a result, the Company utilizes an estimated incremental borrowing rate to discount lease payments, which is based on the rate of interest the Company would have to pay to borrow a similar amount on a collateralized basis over a similar term. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or lease incentives received. Operating lease cost is recognized over the expected term on a straight-line basis. Variable lease cost is recognized as incurred. The expected lease term for those leases commencing prior to January 1, 2022 did not change with the adoption of the new leasing standards. As a result of the adoption of the new leasing standard, on January 1, 2022, the Company recorded a right-of-use asset of $616 and corresponding current and noncurrent operating lease liabilities of $130 and $486 , respectively. The adoption did not have a material impact on the condensed consolidated statement of operations or cash flows. For additional information on the adoption of the new leasing standard, refer to Note 7. The Company will continue to report financial information for fiscal years ended before December 31, 2021 under ASC 840. Impact of Adoption of ASC 842 on the Consolidated Financial Statements Prior to adoption Adjustment for of new leasing adoption of new standards leasing standards As adjusted Right-of-use assets (1) $ — $ 616 $ 616 Deferred rent (2) $ 6 $ (6) $ — Operating lease liabilities (3) $ — $ 130 $ 130 Operating lease liabilities, net of current portion (3) $ — $ 486 $ 486 (1) Represents recognition of operating lease right-of-use assets. (2) Represents reclassification of deferred rent to operating lease. (3) Represents recognition of operating lease liabilities. Income Taxes The Company accounts for income taxes under the asset and liability method pursuant to authoritative guidance. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under this authoritative guidance, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If it is more likely than not that some portion or all of a deferred tax asset will not be recognized, a valuation allowance is recognized. The Company accounts for uncertainty in income taxes using a recognition threshold of more-likely-than-not to be sustained upon examination by the appropriate taxing authority. Measurement of the uncertainty occurs if the recognition threshold is met. The Company has determined that there were no uncertainties as of December 31, 2022 and 2021 that met the recognition threshold. Equity-based Compensation Following the provisions of ASC 718, Compensation — Stock Compensation Black-Scholes requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. Due to a lack of sufficient public market data for the Company’s common stock and lack of company-specific historical and implied volatility data, the Company has based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with expected term assumption. The Company uses the simplified method to calculate the expected term for stock options granted to employees whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the stock options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. Prior to the IPO, due to the absence of an active market for the Company’s common stock, the Company utilized methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation Concentration of Credit Risk The Company’s financial instruments that are exposed to credit risks consist of cash and cash equivalents. The Company maintains its cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limit. The Company has not experienced any losses in these accounts and does not believe it is exposed to any significant credit risk related to these funds. Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement The carrying value of the Company’s cash and cash equivalents, grants receivable, prepaid expense, other receivables, other assets, accounts payable, accrued expenses and other liabilities approximate fair value because of the short-term maturity of these financial instruments. In addition, the Company records its warrant liability, derivative liability, and SAFE at fair value. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: ● Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. ● Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Comprehensive Loss The Company recorded $1 and $11 in other comprehensive loss related to foreign currency translation for the years ended December 31, 2022 and 2021, respectively. The Company presents comprehensive loss in a single statement within its consolidated financial statements. Net Loss Per Share Attributable to Common Stockholders Basic net loss attributable to common shares is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted net loss attributable to common shares includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock and stock options, which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. The Company’s convertible preferred stock entitles the holder to participate in dividends and earnings of the Company, and, if the Company were to recognize net income, it would have to use the two-class method to calculate earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the convertible preferred stock have no obligation to fund losses. Segments The Company has determined that it operates and manages one operating segment, which is the business of developing and commercializing therapeutics. The Company’s chief operating decision maker, its chief executive officer, reviews financial information on an aggregate basis for the purpose of allocating resources. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (a) no longer an emerging growth company or (b) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) Reverse Stock Split In July 2021, the Company's board of directors approved an amendment to the Company's second amended and restated certificate of incorporation to effect a 1 shares. The par value of the common stock was not adjusted as a result of the reverse stock split. Shares of common stock underlying outstanding stock options and other equity instruments were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the appropriate securities agreements. Shares of common stock reserved for issuance upon the conversion of our convertible preferred stock were proportionately reduced and the respective conversion prices were proportionately increased. All common share and per share data have been retrospectively revised to reflect the reverse stock split. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments and Fair Value Measurements | |
Financial Instruments and Fair Value Measurements | 3. Financial Instruments and Fair Value Measurements Financial assets and liabilities measured at fair value are summarized below: As of December 31, 2022 Significant Quoted Priced in Significant Other Unobservable Active Markets Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 37,479 $ — $ — $ 37,479 Total assets $ 37,479 $ — $ — $ 37,479 As of December 31, 2021 Significant Quoted Priced in Significant Other Unobservable Active Markets Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 46,687 $ — $ — $ 46,687 Total assets $ 46,687 $ — $ — $ 46,687 There were no Level 3 financial instruments during the year ended December 31, 2022. The following table sets forth a summary of the changes in fair value of the Level 3 liabilities for the year ended December 31, 2021: Year Ended December 31, 2021 Derivative SAFE Liability Total Balance at December 31, 2020 $ — $ 2,209 $ 2,209 Fair value recognized upon the issuance of SAFE 8,942 — 8,942 Change in the fair value of the derivative liability — (2,209) (2,209) Change in the fair value of SAFE 2,236 — 2,236 Fair value recognized upon conversion of SAFE into common stock (11,178) — (11,178) Balance at December 31, 2021 $ — $ — $ — Derivative Liability — The fair value of the derivative liability was determined by calculating the fair value of the notes with the conversion and redemption features as compared to the fair value of the notes without such features, with the difference representing the value of the conversion and redemption features, or the derivative liability. The conversion and redemption features are measured at fair value as of each reporting date and the change in the fair value for the period is recorded in the consolidated statements of operations as a change in the fair value of the derivative liability. The fair value of the derivative liability is based on Level 3 unobservable inputs. Changes in fair value are recognized as a gain or loss within other income (expense) on the consolidated statements of operations and comprehensive loss. The derivative liability expired unexercised upon the conversion of the convertible notes into Series B-1 convertible preferred stock in May of 2021. Simple Agreement for Future Equity — The fair value of the SAFE was determined using a probability weighted expected return method (PWERM), in which the probability and timing of potential future events is considered in order to estimate the fair value of the SAFE as of each valuation date. Management determined the fair value of the SAFE using the following significant unobservable inputs: October 7, March 25, 2021 2021 (Conversion) (Issuance) Expected term (in years) — 0.35 Discount upon conversion 20.0% 20.0% Discount upon implied return 18.9% 18.9% Probability of IPO occurrence 100.0% 45.0% Probability of dissolution event occurrence 0.0% 15.0% Probability of equity financing occurrence 0.0% 37.0% Probability of change of control occurrence 0.0% 3.0% In addition, the Company recorded the Series B-1 convertible preferred stock within mezzanine equity at fair value on the date of issuance, May 1, 2021. This non-recurring fair value measure was based on level 3 unobservable inputs. In April 2020, the Company received a $443 unsecured loan, bearing interest at 1.0%, pursuant to the Paycheck Protection Program (the “PPP”), a program implemented by the U.S. Small Business Administration (the “SBA”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) (the “PPP Loan”). The PPP provided for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loan and accrued interest are forgivable after eight weeks if the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities. The amount of loan forgiveness may be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1.0%, with a deferral of payments for the first six months. The Company used the proceeds for purposes consistent with the PPP. On January 21, 2021, the Company received confirmation from the SBA that the PPP Loan had been forgiven in full, including all interest incurred. Accordingly, the Company recognized $443 of income for the debt extinguishment pursuant to ASC 470-50-15-4 for the year ended December 31, 2021. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment | |
Property and Equipment | 4. Property and Equipment Property and equipment, net, consisted of the following: As of December 31, 2022 2021 Equipment $ 1,057 $ 1,014 Furniture and fixtures 129 1 $ 1,186 $ 1,015 Less: Accumulated depreciation (953) (870) Property and equipment, net $ 233 $ 145 Depreciation expense for the years ended December 31, 2022 and 2021 was $83 and $93, respectively, which includes amortization expense of $2 and $38 for the years ended December 31, 2022 and 2021, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses | |
Accrued Expenses | 5. Accrued Expenses Accrued expense consists of the following: As of December 31, 2022 2021 Employee compensation, benefits, and related accruals $ 870 $ 1,285 Research and development costs 900 250 Legal reserves, professional fees, and other accruals 324 216 Total $ 2,094 $ 1,751 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Current Liabilities. | |
Other Current Liabilities | 6. Other Current Liabilities In October 2022, the Company entered into an insurance premium financing agreement with a lender. Under the agreement, the Company financed $838 of certain premiums at a 6.85% annual interest rate. Payments of approximately $72 are due monthly from November 2022 through December 2023. As of December 31, 2022, the outstanding principal of the loan was $634 included in other current liabilities on the consolidated balance sheet. In October 2021, the Company entered into an insurance premium financing agreement with a lender. Under the agreement, the Company financed $1,453 of certain premiums at a 3.25% annual interest rate. Payments of approximately $134 are due monthly from October 2021 through September 2022. The loan paid in full as of September 30, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 7. Commitments and Contingencies Operating Leases The Company’s principal executive offices are located in Purchase, New York where we currently occupy 2,864 square feet of office space under a lease that expires in May of 2029. The Company also leases approximately 6,068 square feet of laboratory and office space located in Pittsburgh, Pennsylvania under leases that expire in June of 2026. On August 31, 2022, the Company entered into a lease agreement for approximately 2,980 square feet of office space located in Pittsburgh, Pennsylvania. The lease has a term of 45 months and commenced on October 1, 2022. Additionally, on August 31, 2022, the Company and Landlord modified one of its existing lease agreements for approximately 3,706 square feet of lab space at the same location to extend the lease term termination date from June 30, 2023 until June 30, 2026. Amounts reported in the consolidated balance sheets for leases where the Company is the lessee as of December 31, 2022 were as follows, in thousands: As of December 31, 2022 Assets Operating lease assets $ 813 Total operating lease assets $ 813 Liabilities Current Operating lease liabilities $ 149 Noncurrent Operating lease liabilities, net of current 695 Total operating lease liabilities $ 844 Operating lease costs for the year ended December 31, 2022 was $203. Rent expense was $163 for the year ended December 31, 2021. The maturities of the operating lease liabilities and minimum lease payments as of December 31, 2022 were as follows: For the Years Ended December 31, Operating Leases 2023 $ 209 2024 221 2025 222 2026 155 2027 87 Thereafter 126 Total undiscounted lease payments $ 1,020 Less: Imputed interest (176) Present value of operating lease liabilities $ 844 The following table summarizes the lease term and discount rate as of December 31, 2022: As of December 31, 2022 Weighted-average remaining lease term (years) Operating leases 5.0 Weighted-average discount rate Operating leases 8.1% Operating cash flows used for operating leases for the year ended December 31, 2022 was $172. Litigation and Contingencies From time to time, the Company may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the financial statements taken as a whole. When a material loss contingency is only reasonably possible, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can reasonably be made. As of December 31, 2022 and 2021, there was no litigation or contingency with at least a reasonable possibility of a material loss. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock. | |
Common Stock | 8. Common Stock The Company is authorized to issue up to 250,000,000 shares of common stock with a par value of $0.001 per share, and 10,000,000 shares of preferred stock with a par value of $0.001 per share. As of December 31, 2022 and 2021, there were 28,991,548 and 22,230,032 shares of common stock issued outstanding On October 13, 2021, in connection with the completion of the Company’s IPO, 2,819,027 shares of Series A convertible preferred stock, 3,730,366 shares of Series A-1 convertible preferred stock, 3,565,063 shares of Series A-2 convertible preferred stock, 30,409,890 shares of Series B convertible preferred stock, and 10,926,089 shares of Series B-1 convertible preferred stock automatically converted into 15,906,537 shares of common stock. Common stockholders are entitled to dividends if and when declared by the Company’s board of directors subject to the rights of the preferred stockholders. As of December 31, 2022, no dividends on common stock had been declared by the Company. As of December 31, 2022 and 2021, the Company has reserved the following shares of common stock for issuance as follows: December 31, 2022 2021 Options issued and outstanding 3,679,468 5,640,438 Shares available for future issuance under 2021 Plan 2,561,085 1,242,271 Shares available for future issuance under ESPP 209,532 209,532 Total 6,450,085 7,092,241 |
Equity-based Compensation
Equity-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Equity-based Compensation | |
Equity-based Compensation | 9. Equity-based Compensation 2021 Equity Incentive Plan On October 7, 2021, the date upon which the Company’s Registration Statement on Form S-1 in connection with the IPO was declared effective, the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) became effective. On the same date, the Company ceased granting awards under its 2017 Equity Incentive Plan (the “2017 Plan”). The 2021 Plan authorizes the award of both equity-based and cash-based incentive awards, including: (i) stock options (both incentive stock options and nonqualified stock options), (ii) stock appreciation rights, (iii) restricted stock awards, (iv) restricted stock units, or RSUs, and (v) cash or other stock-based awards. Incentive stock options may be granted only to employees. All other types of awards may be issued to employees, directors, consultants, and other service providers. As of December 31, 2022, the aggregate number of shares of common stock of the Company that may be issued under the Plan is 2,561,085. The number of shares reserved for issuance under the 2021 Plan increased automatically on January 1, 2022 pursuant to an evergreen provision therein by 1,111,502 shares, representing 5% of total common shares outstanding at December 31, 2021. The aggregate number of shares will increase each anniversary of such date prior to the termination of the 2021 Plan, equal to the lesser of (i) 5% of the Company’s shares of common stock issued and outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by the Company’s Board of Directors or the compensation committee. No more than 7,543,185 shares of common stock may be issued under the 2021 Plan through incentive stock options. Shares subject to the 2017 Plan or the 2007 Equity Incentive Plan (the “2007 Plan” and collectively with the 2017 Plan, the “Prior Plans”) that expire, terminate or are cancelled or forfeited for any reason after the effectiveness of the 2021 Plan will be added (or added back) to the shares available for issuance under the 2021 Plan. The total number of shares underlying the Prior Plan awards that may be recycled into the 2021 Plan will not exceed 4,334,131 shares. 2017 Equity Incentive Plan On September 15, 2017, the Company’s board of directors approved the 2017 Plan, which provides for the granting of incentive stock options, non-qualified stock options and stock awards to employees, certain consultants and directors. The Board, or its designated committee, has the sole authority to select the individuals to whom awards are granted and determine the terms of each award, including the number of shares and the schedule upon which the award becomes exercisable. Upon the effectiveness of the 2021 Plan, no further awards will be granted under the 2017 Plan. The aggregate number of shares of common stock of the Company that may be issued under the 2017 Plan is 4,334,131 (taking into account shares of common stock that may become issuable pursuant to Section 3(b) of the 2017 Plan in respect of shares of common stock reserved under the Company’s Amended and Restated 2007 Equity Incentive Plan). The 2021 Plan allows for a provision for shares granted under the Prior Plans which are cancelled, forfeited, exchanged or surrendered without having been exercised to subsequently be available for reissuance under the 2021 Plan. Employee Stock Purchase Plan The Company’s board of directors approved the Employee Stock Purchase Plan, or ESPP, prior to the closing of the IPO. Under the ESPP, the Company may provide employees and employees of the Subsidiary with an opportunity to purchase shares of the Company’s common stock at a discounted purchase price. As of December 31, 2022, a total of 209,532 shares of common stock was authorized and reserved for issuance under the ESPP. Subject to prior approval by the board of directors in each instance, on or about January 1, 2022 and each anniversary of such date thereafter prior to the termination of the ESPP, the number of shares of common stock authorized and reserved for issuance under the ESPP will be increased by a number of shares of common stock equal to the least of (i) 1,000,000 shares of our common stock, (ii) 1% of the shares of common stock outstanding on the final day of the immediately preceding calendar year, and (iii) such smaller number of shares of common stock as determined by the board of directors. Such shares of common stock may be newly issued shares, treasury shares or shares acquired on the open market. In the event that any dividend or other distribution (whether in the form of cash, our common stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, or exchange of common stock or other securities, or other change in the structure affecting common stock occurs, then in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the ESPP, the compensation committee will, in such manner as it deems equitable, adjust the number of shares and class of common stock that may be delivered under the ESPP, the purchase price per share and the number of shares covered by each outstanding option under the ESPP, and the numerical limits described above. Equity-based Compensation The fair value of options granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: Year Ended December 31, 2022 2021 Fair value of common stock $1.72 – $3.05 $1.75 – $6.15 Expected volatility 91.09% – 92.73% 100.82% – 101.83% Risk-free interest rate 1.87% – 4.22% 0.67% – 1.06% Dividend yield 0.00% 0.00% Expected term (years) 5.50 – 6.40 5.00 – 6.22 Expected Term Risk-Free Interest Rate Expected Volatility Dividend Yield Fair Value of Common Stock Activity for options was as follows: Options Outstanding Weighted Weighted- Aggregate Average Average Intrinsic Remaining Number of Exercise Value Contractual Life Options Price (in 000’s) (In Years) Balance, December 31, 2021 5,640,438 $ 4.19 $ 12,002 8.0 Options granted 524,370 2.40 Options exercised (1,761,516) 0.92 Options forfeited (646,072) 5.62 Options expired (77,752) 12.70 Balance, December 31, 2022 3,679,468 $ 5.13 $ 2,085 6.7 Exercisable as of December 31, 2022 2,253,389 $ 4.62 $ 1,632 5.5 The weighted-average grant date fair value of stock options granted was $1.83 and $9.09 during the years ended December 31, 2022 and 2021, respectively. There were 524,370 stock options granted at an aggregate fair value of $943 for the year ended December 31, 2022 and 1,697,076 stock options granted at an aggregate fair value of $15,424 for the year ended December 31, 2021. During the year ended December 31, 2022 and 2021, there were 1,761,516 and 321,686 stock options exercised, respectively, with an aggregate grant date fair value of $1,325 and $188, respectively. The intrinsic value of stock options exercised during the year ended December 31, 2022 and 2021 was $2,738 and $1,610, respectively. The Company recorded total equity-based compensation expense in the statement of operations and comprehensive loss related to incentive stock options and nonstatutory stock options as follows: Year Ended December 31, 2022 2021 Research and development $ 528 $ 877 General and administrative 3,044 4,306 Total equity-based compensation $ 3,572 $ 5,183 As of December 31, 2022, total future compensation expense related to unvested awards yet to be recognized by the Company was $6,501. Total future compensation expense related to unvested awards yet to be recognized by the Company is expected to be recognized over a weighted-average remaining vesting period of approximately 2.0 years. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss per Share | |
Net Loss per Share | 10. Net Loss per Share The following outstanding potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods presented due to their antidilutive effect: December 31, 2022 2021 Options issued and outstanding 3,679,468 5,640,438 Shares available for future issuance under 2021 Plan 2,561,085 1,242,271 Shares available for future issuance under ESPP 209,532 209,532 Total 6,450,085 7,092,241 The basic and diluted net loss per share attributable to common stockholders has been prepared as follows: December 31, 2022 2021 Net loss $ (21,397) $ (11,716) Cumulative preferred stock dividends — (4,532) Net loss attributable to common stockholders $ (21,397) $ (16,248) Weighted-average common shares outstanding: Basic 23,640,199 5,190,883 Diluted 23,640,199 5,190,883 Net loss per share: Basic $ (0.91) $ (3.13) Diluted $ (0.91) $ (3.13) |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Plan | |
Retirement Plan | 11. Retirement Plan The Company maintains a 401(k) retirement plan to provide retirement and incidental benefits for its employees. Employees may contribute a percentage of their annual compensation to the 401(k) retirement plan, limited to a maximum annual amount as set periodically by the Internal Revenue Service. The Company matches employee contributions dollar for dollar up to a maximum of 6% of the employees’ compensation per person per year. All matching contributions vest immediately. Company matching contributions to the 401(k) retirement plan totaled $156 and $113 for the year ended December 31, 2022 and 2021, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | 12. Income Taxes The net loss consists of the following components: Year Ended December 31, 2022 2021 Domestic $ (21,384) $ (10,910) Foreign (13) (806) Total $ (21,397) $ (11,716) During the years ended December 31, 2022 and 2021, the Company recorded no current or deferred income tax expenses or benefits as the Company has incurred losses since inception and has provided a full valuation allowance against its deferred tax assets. Global Intangible Low-Taxed Income (“GILTI”) is the excess of a U.S. shareholders total net foreign income over a deemed return on tangible assets. In January 2018, in response to inquiries by companies, the FASB issued guidance that allows companies to elect as an accounting policy whether to treat the GILTI tax as a period cost or to recognize deferred tax assets and liabilities when basis differences exist that are expected to affect the amount of GILTI inclusion upon reversal. The Company has elected to treat GILTI as a period expense. Effective January 1, 2022, the Tax Cuts and Jobs Act of 2017 requires the Company to capitalize, and subsequently amortize R&D expense over five years for research activities conducted in the U.S. and over fifteen years for research activities conducted outside of the U.S. This results in a material increase to the Company’s net deferred tax assets. Furthermore, since the Company provides for a full valuation allowance against U.S deferred tax assets, this has an adverse effect on the effective tax rate. A reconciliation of the expected income tax (benefit) computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2022 2021 Income tax computed at federal statutory rate 21.0 % 21.0 % State taxes, net of federal benefit (15.3) % 4.1 % Change in valuation allowance 12.0 % (32.9) % R&D Credit (15.1) % 11.2 % Interest expense — % 4.6 % Non-deductible stock compensation (1.7) % (5.8) % Fair value adjustments — % (3.5) % Other (0.9) % 1.3 % Effective income tax rate — % — % The Company’s deferred tax assets and liabilities consist of the following: Year Ended December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 8,194 $ 13,238 Tax credit carryforwards 1,728 4,959 Equity-based compensation 307 545 Operating lease liabilities 178 — Capitalized research expenditures 5,687 — Deferred revenue 354 — Other 165 316 Deferred tax assets 16,613 19,058 Less: valuation allowance (16,435) (19,045) Deferred tax assets after valuation allowance 178 13 Deferred tax liabilities: Property and equipment, net (7) (13) Right-of-use assets, operating leases (171) — Deferred tax liabilities (178) (13) Net deferred tax assets $ — $ — The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets as of December 31, 2022 and 2021. Management has considered the Company’s history of cumulative net losses and has concluded as of December 31, 2022 and 2021, that it was more likely than not that the Company will not realize all of the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of December 31, 2022 and 2021. The valuation allowance decreased by $2,610 and increased by $3,866 for the years ended December 31, 2022 and 2021, respectively. The decrease in valuation allowance in 2022 was primarily a result of a reduction in operating losses and tax credits, offset partially by the capitalized research expenditures, while the increase in 2021 was primarily a result of operating losses generated with no corresponding financial statement benefit. The Company incurred net operating losses (“NOL”) since inception through December 31, 2021. Due to tax law changes, effective January 1, 2022, requiring the Company to capitalize and amortize R&D expenses, the Company is in a taxable position as of December 31, 2022 and has utilized NOL generated in prior years to fully offset their current income tax expense. As of December 31, 2022, the Company had federal net operating loss carryforwards of $36,272. Included in federal net operating loss carryforwards of $36,272 is $17,930 that begin to expire in 2033 and $18,342 that can be carried forward indefinitely. As of December 31, 2022, the Company had state net operating loss carryforwards of $12,248, available to reduce future state taxable income, which will begin to expire in 2027. As of December 31, 2022, the Company had foreign net operating loss carryforwards of $314 that can be carried forward indefinitely. As of December 31, 2022, the Company had federal research and development tax credit carryforwards of $1,728 available to reduce future federal tax liabilities, which will begin to expire in 2027. Utilization of the Company’s net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. Further, until a study is completed, and any limitation is known, no amounts are being presented as an uncertain tax position. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company is open to further tax examination under statue from 2018 to present; however, carryforward attributes that were generated prior to December 31, 2018 may still be adjusted upon examination by federal, state or local tax authorities if they either have been or will be used in a future period. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 13. Subsequent Events On December 23, 2022, the Company filed the Shelf (File No. 333-268992) with the SEC in relation to the registration of common stock, preferred stock, debt securities, warrants, subscription rights, and/or units of any combination thereof of up to $200,000 in aggregate. The Shelf was declared effective on January 3, 2023 by the SEC. The Company also simultaneously entered into a sales agreement with Cantor Fitzgerald & Co. and B. Riley Securities, Inc., or the Sales Agents, providing for the offering, issuance and sale by the Company of up to $40,000 of its common stock from time to time in “at-the-market” offerings under the Shelf. On March 10, 2023, the Company entered into a purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”) for an equity line financing (the “Purchase Agreement”). The Purchase Agreement provides that, subject to the terms and conditions set forth therein, the Company has the right, but not the obligation, to direct Lincoln Park to purchase up to $35,000 of shares of common stock at our sole discretion, over a 36-month |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist primarily of interest-bearing deposits at various financial institutions and money markets. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. |
Receivables | Receivables Grant Receivables Grant receivables relate to outstanding amounts due for reimbursable expenditures of awarded grants issued by the National Institute of Health (“NIH”) and are carried at their estimated collectible amounts. The Company expects all receivables to be collectible, and accordingly, there is no allowance for doubtful accounts required on these grant receivables. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financings, including the IPO, as deferred costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ deficit as a reduction of proceeds generated as a result of the offering. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on the straight-line basis over the estimated useful life of the asset. The Company estimates the useful life to be 5 and 6 years for equipment and furniture and fixtures, respectively. The cost of repairs and maintenance is charged to expense as incurred. Equipment finance leases are included in Property and Equipment, net and other liabilities on the consolidated balance sheet. The Company reviews the recorded values of property and equipment for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. There were no indicators of impairment of long-lived assets during the years ended December 31, 2022 or 2021. |
Convertible Instruments | Convertible Instruments ASC 815, Derivatives and Hedging Activities The Company also follows ASC 480-10, Distinguishing Liabilities from Equity |
Grant income | Grant income The Company generates grant income through grants from government and other (non-government) organizations. Grant income is recognized in other income (expense) in the period in which the reimbursable research and development services are incurred and the right to payment is realized. Deferred grant income represents grant proceeds received by the Company prior to the period in which the reimbursable research and development services are incurred. For the year ended December 31, 2022 and 2021, the Company generated grant income of $22,217 and $17,447, respectively, primarily from reimbursements from the National Institute of Aging, a division of the NIH for aging research. The current and noncurrent portion of deferred grant income as of December 31, 2022 was $1,702 and $1,686, respectively, as compared to the current and noncurrent portion of deferred grant income as of December 31, 2021 of $753 and $0, respectively. The grants awarded relate to agreed-upon direct and indirect costs for specific studies or clinical trials, which may include personnel and consulting costs, costs paid to contract research organizations (“CROs”), research institutions and/or consortiums involved in the grant, as well as facilities and administrative costs. These grants are cost plus fixed fee arrangements in which the Company is reimbursed for its eligible direct and indirect costs over time, up to the maximum amount of each specific grant award. Only costs that are allowable under the grant award, certain government regulations and the NIH’s supplemental policy and procedure manual may be claimed for reimbursement, and the reimbursements are subject to routine audits from governmental agencies from time to time. While these NIH grants do not contain payback provisions, the NIH or other government agency may review the Company’s performance, cost structures and compliance with applicable laws, regulations, policies and standards and the terms and conditions of the applicable NIH grant. If any of the expenditures are found to be unallowable or allocated improperly or if the Company has otherwise violated terms of such NIH grant, the expenditures may not be reimbursed and/or the Company may be required to repay funds already disbursed. To date, the Company has not been found to have breached the terms of any NIH grant. As of December 31, 2022, the Company has been awarded grants with project periods that extend through May 31, 2026, subject to extension. |
Research and Development Costs | Research and Development Costs The Company is involved in research and development aimed at the development of treatments for a variety of diseases related to the central nervous system, with a primary focus on Alzheimer’s Disease. Research and development costs are expensed as incurred. Research and development expenses consist principally of personnel costs, including salaries, stock-based compensation, and benefits for employees, third-party license fees and other operational costs related to our research and development activities, including allocated facility-related expenses and external costs of outside vendors, and other direct and indirect costs. Non-refundable research and development costs are deferred and expensed as the related goods are delivered or services are performed. Costs for external development activities are recognized based on an evaluation of the progress to completion of specific tasks. Costs for certain research and development activities are recognized based on the pattern of performance of the individual arrangements, which may differ from the pattern of billings incurred, and are reflected in the consolidated financial statements as prepaid expenses or as accrued research and development expenses. |
Leases | Leases The Company adopted Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) using the optional transition method of the modified retrospective approach, as of January 1, 2022. Accordingly, prior periods will not be restated to reflect the adoption of the standard. The Company elected the practical expedient to not apply the recognition requirements in the leasing standards to short-term leases (a lease that at commencement date has a lease term of 12 months or less and does not contain a purchase option that it is reasonably certain to exercise) and the practical expedient that permits lessees to make an accounting policy election (by class of underlying asset) to not separate lease components of a contract from non-lease components. The Company determines if an arrangement is a lease at contract inception. The Company’s contracts are determined to contain a lease when all of the following criteria based on the specific circumstances of the arrangement are met: (1) there is an identified asset for which there are no substantive substitution rights; (2) the Company has the right to obtain substantially all of the economic benefits from the identified asset; and (3) the Company has the right to direct the use of the identified asset. At the commencement date, operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of future lease payments over the expected lease term. The Company’s lease agreements do not provide an implicit rate. As a result, the Company utilizes an estimated incremental borrowing rate to discount lease payments, which is based on the rate of interest the Company would have to pay to borrow a similar amount on a collateralized basis over a similar term. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or lease incentives received. Operating lease cost is recognized over the expected term on a straight-line basis. Variable lease cost is recognized as incurred. The expected lease term for those leases commencing prior to January 1, 2022 did not change with the adoption of the new leasing standards. As a result of the adoption of the new leasing standard, on January 1, 2022, the Company recorded a right-of-use asset of $616 and corresponding current and noncurrent operating lease liabilities of $130 and $486 , respectively. The adoption did not have a material impact on the condensed consolidated statement of operations or cash flows. For additional information on the adoption of the new leasing standard, refer to Note 7. The Company will continue to report financial information for fiscal years ended before December 31, 2021 under ASC 840. Impact of Adoption of ASC 842 on the Consolidated Financial Statements Prior to adoption Adjustment for of new leasing adoption of new standards leasing standards As adjusted Right-of-use assets (1) $ — $ 616 $ 616 Deferred rent (2) $ 6 $ (6) $ — Operating lease liabilities (3) $ — $ 130 $ 130 Operating lease liabilities, net of current portion (3) $ — $ 486 $ 486 (1) Represents recognition of operating lease right-of-use assets. (2) Represents reclassification of deferred rent to operating lease. (3) Represents recognition of operating lease liabilities. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method pursuant to authoritative guidance. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under this authoritative guidance, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If it is more likely than not that some portion or all of a deferred tax asset will not be recognized, a valuation allowance is recognized. The Company accounts for uncertainty in income taxes using a recognition threshold of more-likely-than-not to be sustained upon examination by the appropriate taxing authority. Measurement of the uncertainty occurs if the recognition threshold is met. The Company has determined that there were no uncertainties as of December 31, 2022 and 2021 that met the recognition threshold. |
Equity-based Compensation | Equity-based Compensation Following the provisions of ASC 718, Compensation — Stock Compensation Black-Scholes requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. Due to a lack of sufficient public market data for the Company’s common stock and lack of company-specific historical and implied volatility data, the Company has based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with expected term assumption. The Company uses the simplified method to calculate the expected term for stock options granted to employees whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the stock options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. Prior to the IPO, due to the absence of an active market for the Company’s common stock, the Company utilized methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s financial instruments that are exposed to credit risks consist of cash and cash equivalents. The Company maintains its cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limit. The Company has not experienced any losses in these accounts and does not believe it is exposed to any significant credit risk related to these funds. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement The carrying value of the Company’s cash and cash equivalents, grants receivable, prepaid expense, other receivables, other assets, accounts payable, accrued expenses and other liabilities approximate fair value because of the short-term maturity of these financial instruments. In addition, the Company records its warrant liability, derivative liability, and SAFE at fair value. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: ● Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. ● Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
Comprehensive Loss | Comprehensive Loss The Company recorded $1 and $11 in other comprehensive loss related to foreign currency translation for the years ended December 31, 2022 and 2021, respectively. The Company presents comprehensive loss in a single statement within its consolidated financial statements. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic net loss attributable to common shares is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted net loss attributable to common shares includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock and stock options, which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. The Company’s convertible preferred stock entitles the holder to participate in dividends and earnings of the Company, and, if the Company were to recognize net income, it would have to use the two-class method to calculate earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the convertible preferred stock have no obligation to fund losses. |
Segments | Segments The Company has determined that it operates and manages one operating segment, which is the business of developing and commercializing therapeutics. The Company’s chief operating decision maker, its chief executive officer, reviews financial information on an aggregate basis for the purpose of allocating resources. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (a) no longer an emerging growth company or (b) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) |
Reverse Stock Split | Reverse Stock Split In July 2021, the Company's board of directors approved an amendment to the Company's second amended and restated certificate of incorporation to effect a 1 shares. The par value of the common stock was not adjusted as a result of the reverse stock split. Shares of common stock underlying outstanding stock options and other equity instruments were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the appropriate securities agreements. Shares of common stock reserved for issuance upon the conversion of our convertible preferred stock were proportionately reduced and the respective conversion prices were proportionately increased. All common share and per share data have been retrospectively revised to reflect the reverse stock split. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Impact of Adoption of ASC 842 | Prior to adoption Adjustment for of new leasing adoption of new standards leasing standards As adjusted Right-of-use assets (1) $ — $ 616 $ 616 Deferred rent (2) $ 6 $ (6) $ — Operating lease liabilities (3) $ — $ 130 $ 130 Operating lease liabilities, net of current portion (3) $ — $ 486 $ 486 (1) Represents recognition of operating lease right-of-use assets. (2) Represents reclassification of deferred rent to operating lease. (3) Represents recognition of operating lease liabilities. |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments and Fair Value Measurements | |
Summary of financial assets and liabilities measured at fair value | As of December 31, 2022 Significant Quoted Priced in Significant Other Unobservable Active Markets Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 37,479 $ — $ — $ 37,479 Total assets $ 37,479 $ — $ — $ 37,479 As of December 31, 2021 Significant Quoted Priced in Significant Other Unobservable Active Markets Observable Inputs Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds $ 46,687 $ — $ — $ 46,687 Total assets $ 46,687 $ — $ — $ 46,687 |
Summary of changes in fair value of Level 3 liabilities | Year Ended December 31, 2021 Derivative SAFE Liability Total Balance at December 31, 2020 $ — $ 2,209 $ 2,209 Fair value recognized upon the issuance of SAFE 8,942 — 8,942 Change in the fair value of the derivative liability — (2,209) (2,209) Change in the fair value of SAFE 2,236 — 2,236 Fair value recognized upon conversion of SAFE into common stock (11,178) — (11,178) Balance at December 31, 2021 $ — $ — $ — |
Schedule of significant unobservable inputs for SAFE | October 7, March 25, 2021 2021 (Conversion) (Issuance) Expected term (in years) — 0.35 Discount upon conversion 20.0% 20.0% Discount upon implied return 18.9% 18.9% Probability of IPO occurrence 100.0% 45.0% Probability of dissolution event occurrence 0.0% 15.0% Probability of equity financing occurrence 0.0% 37.0% Probability of change of control occurrence 0.0% 3.0% |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment | |
Schedule of Property and equipment, net | As of December 31, 2022 2021 Equipment $ 1,057 $ 1,014 Furniture and fixtures 129 1 $ 1,186 $ 1,015 Less: Accumulated depreciation (953) (870) Property and equipment, net $ 233 $ 145 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses | |
Schedule of accrued expenses | As of December 31, 2022 2021 Employee compensation, benefits, and related accruals $ 870 $ 1,285 Research and development costs 900 250 Legal reserves, professional fees, and other accruals 324 216 Total $ 2,094 $ 1,751 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies. | |
Schedule of lease cost | As of December 31, 2022 Assets Operating lease assets $ 813 Total operating lease assets $ 813 Liabilities Current Operating lease liabilities $ 149 Noncurrent Operating lease liabilities, net of current 695 Total operating lease liabilities $ 844 The following table summarizes the lease term and discount rate as of December 31, 2022: As of December 31, 2022 Weighted-average remaining lease term (years) Operating leases 5.0 Weighted-average discount rate Operating leases 8.1% |
Schedule of minimum lease commitments | The maturities of the operating lease liabilities and minimum lease payments as of December 31, 2022 were as follows: For the Years Ended December 31, Operating Leases 2023 $ 209 2024 221 2025 222 2026 155 2027 87 Thereafter 126 Total undiscounted lease payments $ 1,020 Less: Imputed interest (176) Present value of operating lease liabilities $ 844 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock. | |
Schedule of common stock reserved for issuance | December 31, 2022 2021 Options issued and outstanding 3,679,468 5,640,438 Shares available for future issuance under 2021 Plan 2,561,085 1,242,271 Shares available for future issuance under ESPP 209,532 209,532 Total 6,450,085 7,092,241 |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity-based Compensation | |
Schedule of fair value of options granted using the Black-Scholes option pricing model | Year Ended December 31, 2022 2021 Fair value of common stock $1.72 – $3.05 $1.75 – $6.15 Expected volatility 91.09% – 92.73% 100.82% – 101.83% Risk-free interest rate 1.87% – 4.22% 0.67% – 1.06% Dividend yield 0.00% 0.00% Expected term (years) 5.50 – 6.40 5.00 – 6.22 |
Summary of activity for options | Options Outstanding Weighted Weighted- Aggregate Average Average Intrinsic Remaining Number of Exercise Value Contractual Life Options Price (in 000’s) (In Years) Balance, December 31, 2021 5,640,438 $ 4.19 $ 12,002 8.0 Options granted 524,370 2.40 Options exercised (1,761,516) 0.92 Options forfeited (646,072) 5.62 Options expired (77,752) 12.70 Balance, December 31, 2022 3,679,468 $ 5.13 $ 2,085 6.7 Exercisable as of December 31, 2022 2,253,389 $ 4.62 $ 1,632 5.5 |
Schedule of total equity-based compensation expense | Year Ended December 31, 2022 2021 Research and development $ 528 $ 877 General and administrative 3,044 4,306 Total equity-based compensation $ 3,572 $ 5,183 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss per Share | |
Schedule of outstanding potentially dilutive common stock | December 31, 2022 2021 Options issued and outstanding 3,679,468 5,640,438 Shares available for future issuance under 2021 Plan 2,561,085 1,242,271 Shares available for future issuance under ESPP 209,532 209,532 Total 6,450,085 7,092,241 |
Schedule of basic and diluted net loss per share attributable to common stockholders | December 31, 2022 2021 Net loss $ (21,397) $ (11,716) Cumulative preferred stock dividends — (4,532) Net loss attributable to common stockholders $ (21,397) $ (16,248) Weighted-average common shares outstanding: Basic 23,640,199 5,190,883 Diluted 23,640,199 5,190,883 Net loss per share: Basic $ (0.91) $ (3.13) Diluted $ (0.91) $ (3.13) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Schedule of net loss components | Year Ended December 31, 2022 2021 Domestic $ (21,384) $ (10,910) Foreign (13) (806) Total $ (21,397) $ (11,716) |
Schedule of reconciliation of the expected income tax (benefit) | Year Ended December 31, 2022 2021 Income tax computed at federal statutory rate 21.0 % 21.0 % State taxes, net of federal benefit (15.3) % 4.1 % Change in valuation allowance 12.0 % (32.9) % R&D Credit (15.1) % 11.2 % Interest expense — % 4.6 % Non-deductible stock compensation (1.7) % (5.8) % Fair value adjustments — % (3.5) % Other (0.9) % 1.3 % Effective income tax rate — % — % |
Schedule of deferred tax assets and liabilities | Year Ended December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 8,194 $ 13,238 Tax credit carryforwards 1,728 4,959 Equity-based compensation 307 545 Operating lease liabilities 178 — Capitalized research expenditures 5,687 — Deferred revenue 354 — Other 165 316 Deferred tax assets 16,613 19,058 Less: valuation allowance (16,435) (19,045) Deferred tax assets after valuation allowance 178 13 Deferred tax liabilities: Property and equipment, net (7) (13) Right-of-use assets, operating leases (171) — Deferred tax liabilities (178) (13) Net deferred tax assets $ — $ — |
Description of Business and F_2
Description of Business and Financial Condition (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Dec. 23, 2022 | Nov. 15, 2022 | Nov. 10, 2021 | Oct. 13, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Description of Business and Financial Condition | ||||||
Aggregate offering price | $ 200,000 | |||||
Cash and cash equivalents | $ 41,562 | $ 54,721 | ||||
Follow-on Public Offering | ||||||
Description of Business and Financial Condition | ||||||
Shares issued | 5,000,000 | |||||
Offering price per share | $ 1.20 | |||||
Gross proceeds | $ 6,000 | |||||
Net proceeds | $ 5,184 | $ 5,324 | ||||
IPO | ||||||
Description of Business and Financial Condition | ||||||
Shares issued | 3,768,116 | |||||
Offering price per share | $ 12 | |||||
Gross proceeds | $ 45,217 | |||||
Net proceeds | $ 37,909 | $ 44,217 | ||||
IPO | Conversion Of Preferred Stock | ||||||
Description of Business and Financial Condition | ||||||
Conversion of stock | 15,906,537 | |||||
IPO | Conversion Of Simple Agreements For Future Equity | ||||||
Description of Business and Financial Condition | ||||||
Conversion of stock | 931,485 | |||||
Conversion of preferred stock into SAFE | $ 8,942 | |||||
Over-Allotment Option | ||||||
Description of Business and Financial Condition | ||||||
Shares issued | 750,000 | 565,217 | ||||
Gross proceeds | $ 6,783 | |||||
Net proceeds | $ 6,308 | |||||
At The Market Offering | Cantor Fitzgerald & Co. and B. Riley Securities, Inc. | ||||||
Description of Business and Financial Condition | ||||||
Maximum value of stock to be issued under agreement | $ 40,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2021 | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Summary of Significant Accounting Policies | |||
Allowance for doubtful accounts on grants receivable | $ 0 | ||
Grant income | 22,217 | $ 17,447 | |
Deferred grant income, current | 1,702 | 753 | |
Deferred grant income, noncurrent | 1,686 | 0 | |
Unrecognized income tax | $ 0 | $ 0 | |
Expected dividend yield | 0% | 0% | |
Unrealized loss on foreign currency translation | $ (1) | $ (11) | |
Number of operating segments | segment | 1 | ||
Stock split ratio | 0.3092 | ||
Right-of-use assets | $ 813 | ||
Operating lease liabilities, current | 149 | ||
Operating lease liabilities, noncurrent | $ 695 | ||
Equipment | |||
Summary of Significant Accounting Policies | |||
Useful life of property and equipment | 5 years | ||
Furniture and fixtures | |||
Summary of Significant Accounting Policies | |||
Useful life of property and equipment | 6 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Impact of Adoption (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Summary of Significant Accounting Policies | ||
Right-of-use assets | $ 813 | |
Operating lease liabilities | 149 | |
Operating lease liabilities, net of current portion | 695 | |
ASU 2016-02 | ||
Summary of Significant Accounting Policies | ||
Right-of-use assets | 616 | $ 616 |
Operating lease liabilities | 130 | 130 |
Operating lease liabilities, net of current portion | 486 | $ 486 |
Previously Reported | ASU 2016-02 | ||
Summary of Significant Accounting Policies | ||
Deferred rent | 6 | |
Revision of Prior Period, Adjustment | ASU 2016-02 | ||
Summary of Significant Accounting Policies | ||
Right-of-use assets | 616 | |
Deferred rent | (6) | |
Operating lease liabilities | 130 | |
Operating lease liabilities, net of current portion | $ 486 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Total assets | $ 37,479 | $ 46,687 |
Quoted Priced in Active Markets (Level 1) | ||
Assets: | ||
Total assets | 37,479 | 46,687 |
Money market funds | ||
Assets: | ||
Money market funds | 37,479 | 46,687 |
Money market funds | Quoted Priced in Active Markets (Level 1) | ||
Assets: | ||
Money market funds | $ 37,479 | $ 46,687 |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurements - Changes in fair value of the Level 3 liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Oct. 07, 2021 | Mar. 25, 2021 | Dec. 31, 2021 | |
Changes in fair value of the Level 3 liabilities | |||
Balance at beginning | $ 2,209 | ||
Fair value recognized upon the issuance of SAFE | 8,942 | ||
Change in the fair value of the derivative liability | (2,209) | ||
Change in the fair value of the Simple Agreements for Future Equity | 2,236 | ||
Fair value recognized upon conversion into common stock | (11,178) | ||
Balance at the end | 0 | ||
Proceeds from simple agreements for future equity | 8,942 | ||
Conversion Of Simple Agreements For Future Equity | |||
Changes in fair value of the Level 3 liabilities | |||
Issuance of stock upon conversion of debt (in shares) | 931,485 | ||
SAFE | |||
Changes in fair value of the Level 3 liabilities | |||
Balance at beginning | 0 | ||
Fair value recognized upon the issuance of SAFE | 8,942 | ||
Change in the fair value of the Simple Agreements for Future Equity | 2,236 | ||
Fair value recognized upon conversion into common stock | (11,178) | ||
Balance at the end | 0 | ||
Proceeds from simple agreements for future equity | $ 8,942 | ||
Derivative Liability. | |||
Changes in fair value of the Level 3 liabilities | |||
Balance at beginning | 2,209 | ||
Change in the fair value of the derivative liability | (2,209) | ||
Balance at the end | $ 0 |
Financial Instruments and Fai_5
Financial Instruments and Fair Value Measurements - Unobservable Inputs under SAFE (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 USD ($) | Dec. 31, 2021 USD ($) | Oct. 07, 2021 | Mar. 25, 2021 Y | |
Financial Instruments and Fair Value Measurements | ||||
Change in the fair value of the Simple Agreements for Future Equity | $ 2,236 | |||
Gain on debt extinguishment | 443 | |||
PPP Loan | ||||
Financial Instruments and Fair Value Measurements | ||||
Principal amount | $ 443 | |||
Interest rate (as a percent) | 1% | |||
Multiplier applied on average monthly payroll expenses | 2.5 | |||
Period over which unforgiven portion of PPP loan payable | 2 years | |||
Deferral payments period | 6 months | |||
Gain on debt extinguishment | 443 | |||
SAFE | ||||
Financial Instruments and Fair Value Measurements | ||||
Change in the fair value of the Simple Agreements for Future Equity | $ 2,236 | |||
Expected term (in years) | SAFE | ||||
Financial Instruments and Fair Value Measurements | ||||
Measurement input | Y | 0.35 | |||
Discount upon conversion | SAFE | ||||
Financial Instruments and Fair Value Measurements | ||||
Measurement input | 20 | 20 | ||
Discount upon implied return | SAFE | ||||
Financial Instruments and Fair Value Measurements | ||||
Measurement input | 18.9 | 18.9 | ||
Probability of initial public offering occurrence | SAFE | ||||
Financial Instruments and Fair Value Measurements | ||||
Measurement input | 100 | 45 | ||
Probability of dissolution event occurrence | SAFE | ||||
Financial Instruments and Fair Value Measurements | ||||
Measurement input | 0 | 15 | ||
Probability of equity financing occurrence | SAFE | ||||
Financial Instruments and Fair Value Measurements | ||||
Measurement input | 0 | 37 | ||
Probability of change of control occurrence | SAFE | ||||
Financial Instruments and Fair Value Measurements | ||||
Measurement input | 0 | 3 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment | ||
Property and equipment, gross | $ 1,186 | $ 1,015 |
Less: Accumulated depreciation | (953) | (870) |
Property and equipment, net | 233 | 145 |
Depreciation | 83 | 93 |
Amortization | 2 | 38 |
Equipment | ||
Property and Equipment | ||
Property and equipment, gross | 1,057 | 1,014 |
Furniture and fixtures | ||
Property and Equipment | ||
Property and equipment, gross | $ 129 | $ 1 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses | ||
Employee compensation, benefits, and related accruals | $ 870 | $ 1,285 |
Research and development costs | 900 | 250 |
Legal reserves, professional fees, and other accruals | 324 | 216 |
Total | $ 2,094 | $ 1,751 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Dec. 31, 2022 | |
Other Current Liabilities | |||
Other Current Liabilities | |||
Short-term debt | $ 634 | ||
Insurance Premium Financing Agreement | |||
Other Current Liabilities | |||
Face amount | $ 838 | $ 1,453 | |
Interest rate (as a percent) | 6.85% | 3.25% | |
Periodic payment | $ 72 | $ 134 |
Commitments and Contingencies -
Commitments and Contingencies - Leases (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Assets | |
Operating lease assets | $ 813 |
Total operating lease assets | 813 |
Current liabilities | |
Operating lease liabilities, current | 149 |
Noncurrent | |
Operating lease liabilities, net of current portion | 695 |
Total operating lease liabilities | $ 844 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | Oct. 01, 2022 | Aug. 31, 2022 ft² lease | |
Minimum lease commitments | ||||
2023 | $ 209 | |||
2024 | 221 | |||
2025 | 222 | |||
2026 | 155 | |||
2027 | 87 | |||
Thereafter | 126 | |||
Total undiscounted lease payments | 1,020 | |||
Less: Imputed interest | (176) | |||
Total operating lease liabilities | 844 | |||
Rent expense | $ 203 | $ 163 | ||
Office Space, New York | ||||
Minimum lease commitments | ||||
Area of Real Estate Property | ft² | 2,864 | |||
Laboratory And Office Space, Pittsburgh, PA | ||||
Commitments and Contingencies | ||||
Number of option at conclusion of the lease term | lease | 1 | |||
Minimum lease commitments | ||||
Area of Real Estate Property | ft² | 6,068 | 3,706 | ||
Office Space located In Pittsburgh, PA | ||||
Commitments and Contingencies | ||||
Lease term | 45 months | |||
Minimum lease commitments | ||||
Area of Real Estate Property | ft² | 2,980 |
Commitments and Contingencies_3
Commitments and Contingencies - Lease Term And Discount (Details) | Dec. 31, 2022 |
Commitments and Contingencies. | |
Weighted-average remaining lease term (years) | 5 years |
Weighted-average discount rate | 8.10% |
Commitments and Contingencies_4
Commitments and Contingencies - Operating Lease Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Commitments and Contingencies. | |
Operating cash flows used for operating leases | $ 172 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Oct. 13, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common Stock | |||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 28,991,548 | 22,230,032 | |
Common stock, shares outstanding | 28,991,548 | 22,230,032 | |
Dividend declared | $ 0 | ||
Conversion Of Preferred Stock | IPO | |||
Common Stock | |||
Conversion of stock | 15,906,537 | ||
Series A convertible preferred stock | IPO | |||
Common Stock | |||
Convertible preferred stock | 2,819,027 | ||
Series A-1 convertible preferred stock | IPO | |||
Common Stock | |||
Convertible preferred stock | 3,730,366 | ||
Series A-2 convertible preferred stock | IPO | |||
Common Stock | |||
Convertible preferred stock | 3,565,063 | ||
Series B convertible preferred stock | IPO | |||
Common Stock | |||
Convertible preferred stock | 30,409,890 | ||
Series B-1 convertible preferred stock | IPO | |||
Common Stock | |||
Convertible preferred stock | 10,926,089 |
Common Stock (Details)
Common Stock (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common Stock | ||
Common stock shares reserved for issuance | 6,450,085 | 7,092,241 |
Options issued and outstanding | ||
Common Stock | ||
Common stock shares reserved for issuance | 3,679,468 | 5,640,438 |
2021 Equity Incentive Plan | ||
Common Stock | ||
Common stock shares reserved for issuance | 2,561,085 | 1,242,271 |
ESPP | ||
Common Stock | ||
Common stock shares reserved for issuance | 209,532 | 209,532 |
Equity-based Compensation (Deta
Equity-based Compensation (Details) - shares | 12 Months Ended | |||
Jan. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 15, 2017 | |
Equity-based Compensation | ||||
Common stock shares reserved for issuance | 6,450,085 | 7,092,241 | ||
Employee Stock Option | ||||
Equity-based Compensation | ||||
Common stock shares reserved for issuance | 7,543,185 | |||
Amended and Restated 2017 Equity Incentive Plan | ||||
Equity-based Compensation | ||||
Number of shares authorized | 4,334,131 | |||
2021 Equity Incentive Plan | ||||
Equity-based Compensation | ||||
Number of shares authorized | 2,561,085 | |||
Common stock shares reserved for issuance | 1,111,502 | |||
Maximum percentage of common shares issued and outstanding | 5% | 5% | ||
Number of shares that may be recycled | 4,334,131 | |||
ESPP | ||||
Equity-based Compensation | ||||
Number of shares authorized | 209,532 | |||
Maximum percentage of common shares issued and outstanding | 1% | |||
Number of additional shares authorized | 1,000,000 |
Equity-based Compensation - Fai
Equity-based Compensation - Fair value of options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Expected volatility, minimum | 91.09% | 100.82% |
Expected volatility, maximum | 92.73% | 101.83% |
Risk-free interest rate, minimum | 1.87% | 0.67% |
Risk-free interest rate, maximum | 4.22% | 1.06% |
Dividend yield | 0% | 0% |
Minimum | ||
Fair value of common stock (in dollars per share) | $ 1.72 | $ 1.75 |
Expected term (years) | 5 years 6 months | 5 years |
Maximum | ||
Fair value of common stock (in dollars per share) | $ 3.05 | $ 6.15 |
Expected term (years) | 6 years 4 months 24 days | 6 years 2 months 19 days |
Equity-based Compensation - Act
Equity-based Compensation - Activity for options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options | ||
Beginning Balance (in shares) | 5,640,438 | |
Options granted (in shares) | 524,370 | 1,697,076 |
Options exercised (in shares) | (1,761,516) | (321,686) |
Options forfeited (in shares) | (646,072) | |
Options expired (in shares) | (77,752) | |
Ending Balance (in shares) | 3,679,468 | 5,640,438 |
Exercisable (in shares) | 2,253,389 | |
Weighted Average Exercise Price | ||
Beginning Balance (in dollars per share) | $ 4.19 | |
Options granted (in dollars per share) | 2.40 | |
Options exercised (in dollars per share) | 0.92 | |
Options forfeited (in dollars per share) | 5.62 | |
Options expired (in dollars per share) | 12.70 | |
Ending Balance (in dollars per share) | 5.13 | $ 4.19 |
Exercisable (in dollars per share) | $ 4.62 | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value | $ 2,085 | $ 12,002 |
Aggregate Intrinsic Value - Exercisable | $ 1,632 | |
Weighted Average Remaining Contractual Life | 6 years 8 months 12 days | 8 years |
Weighted Average Remaining Contractual Life -Exercisable | 5 years 6 months |
Equity-based Compensation - Add
Equity-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity-based Compensation | ||
Weighted-average grant date fair value (in dollars per share) | $ 1.83 | $ 9.09 |
Options granted (in shares) | 524,370 | 1,697,076 |
Fair value of options granted | $ 943 | $ 15,424 |
Options exercised (in shares) | 1,761,516 | 321,686 |
Fair value of options exercised | $ 1,325 | $ 188 |
Intrinsic value of stock options exercised | $ 2,738 | $ 1,610 |
Equity-based Compensation - Com
Equity-based Compensation - Compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity-based Compensation | ||
Total equity-based compensation | $ 3,572 | $ 5,183 |
Total unrecognized compensation cost related to options | $ 6,501 | |
Weighted average period over which the unrecognized compensation cost is expected to be recognized | 2 years | |
Research and development | ||
Equity-based Compensation | ||
Total equity-based compensation | $ 528 | 877 |
General and administrative | ||
Equity-based Compensation | ||
Total equity-based compensation | $ 3,044 | $ 4,306 |
Net Loss per Share - Antidiluti
Net Loss per Share - Antidilutive effect (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net Loss per Share | ||
Potentially dilutive common stock equivalents outstanding | 6,450,085 | 7,092,241 |
Options issued and outstanding | ||
Net Loss per Share | ||
Potentially dilutive common stock equivalents outstanding | 3,679,468 | 5,640,438 |
Shares Available For Future Issuance Under 2021 Plan | ||
Net Loss per Share | ||
Potentially dilutive common stock equivalents outstanding | 2,561,085 | 1,242,271 |
Shares Available For Future Issuance Under ESPP | ||
Net Loss per Share | ||
Potentially dilutive common stock equivalents outstanding | 209,532 | 209,532 |
Net Loss per Share - Basic and
Net Loss per Share - Basic and diluted net loss per share attributable to common stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net Loss per Share | ||
Net loss | $ (21,397) | $ (11,716) |
Cumulative preferred stock dividends | (4,532) | |
Net loss attributable to common stockholders | $ (21,397) | $ (16,248) |
Weighted-average common shares outstanding, basic (in shares) | 23,640,199 | 5,190,883 |
Weighted-average common shares outstanding, diluted (in shares) | 23,640,199 | 5,190,883 |
Net loss per share, basic (in dollars per share) | $ (0.91) | $ (3.13) |
Net loss per share, diluted (in dollars per share) | $ (0.91) | $ (3.13) |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Plan | ||
Maximum percentage of employees' compensation per person per year matched by the Company | 6% | |
Matching contributions to the plan | $ 156 | $ 113 |
Income Taxes - Net loss (Detail
Income Taxes - Net loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | ||
Domestic | $ (21,384) | $ (10,910) |
Foreign | (13) | (806) |
Net Loss | $ (21,397) | $ (11,716) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of income tax benefit (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | ||
Income tax computed at federal statutory rate (as percentage) | 21% | 21% |
State taxes, net of federal benefit (as percentage) | (15.30%) | 4.10% |
Change in valuation allowance (as percentage) | 12% | (32.90%) |
R&D Credit (as percentage) | (15.10%) | 11.20% |
Interest expense (as percentage) | 4.60% | |
Non-deductible stock compensation (as percentage) | (1.70%) | (5.80%) |
Fair value adjustments (as percentage) | (3.50%) | |
Other (as percentage) | (0.90%) | 1.30% |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 8,194 | $ 13,238 |
Tax credit carryforwards | 1,728 | 4,959 |
Equity-based compensation | 307 | 545 |
Operating lease liabilities | 178 | |
Capitalized research expenditures | 5,687 | |
Deferred revenue | 354 | |
Other | 165 | 316 |
Deferred tax assets | 16,613 | 19,058 |
Less: valuation allowance | (16,435) | (19,045) |
Deferred tax assets after valuation allowance | 178 | 13 |
Deferred tax liabilities | ||
Property and equipment, net | (7) | (13) |
Right-of-use assets, operating leases | (171) | |
Deferred tax liabilities | $ (178) | $ (13) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income taxes | ||
Income tax expense (benefit) | $ 0 | $ 0 |
(Decrease) increase in valuation allowance | (2,610) | 3,866 |
Research and development tax credit carryforwards | 1,728 | |
Unrecognized income tax | 0 | $ 0 |
Federal | ||
Income taxes | ||
Operating loss carryforwards that expire | 17,930 | |
Operating loss carryforwards that do not expire | 18,342 | |
Net operating loss carryforwards | 36,272 | |
State | ||
Income taxes | ||
Net operating loss carryforwards | 12,248 | |
Foreign | ||
Income taxes | ||
Net operating loss carryforwards | $ 314 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Mar. 10, 2023 | Dec. 23, 2022 |
Subsequent Events | ||
Aggregate offering price | $ 200,000 | |
At The Market Offering | Cantor Fitzgerald & Co. and B. Riley Securities, Inc. | ||
Subsequent Events | ||
Maximum value of stock to be issued under agreement | $ 40,000 | |
Subsequent Event | Equity Line Financing | Lincoln Park | ||
Subsequent Events | ||
Shares issued | 189,856 | |
Maximum value of stock to be issued under agreement | $ 35,000 | |
Term of agreement | 36 months |