Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36289 | |
Entity Registrant Name | GENOCEA BIOSCIENCES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 51-0596811 | |
Entity Address, Address Line One | 100 Acorn Park Drive | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02140 | |
City Area Code | 617 | |
Local Phone Number | 876-8191 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | GNCA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001457612 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Common Stock, Shares Outstanding | 58,783,503 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 20,137 | $ 37,148 |
Prepaid expenses and other current assets | 4,271 | 4,674 |
Total current assets | 24,408 | 41,822 |
Property and equipment, net | 6,562 | 5,841 |
Right-of-use assets | 6,934 | 7,420 |
Restricted cash | 631 | 631 |
Other non-current assets | 253 | 253 |
Total assets | 38,788 | 55,967 |
Current liabilities: | ||
Accounts payable | 594 | 500 |
Accrued expenses and other current liabilities | 8,760 | 9,496 |
Deferred revenue | 1,564 | 1,700 |
Lease liabilities | 2,412 | 2,346 |
Current portion of long-term debt | 4,700 | 4,641 |
Total current liabilities | 18,030 | 18,683 |
Non-current liabilities: | ||
Long-term debt, net of current portion | 2,947 | 4,146 |
Lease liabilities, net of current portion | 5,426 | 6,052 |
Warrant liabilities | 0 | 11 |
Total liabilities | 26,403 | 28,892 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; (25,000,000 shares authorized at March 31, 2022 and December 31, 2021; — shares issued and outstanding at March 31, 2022 and December 31, 2021) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 225,000,000 | 225,000,000 |
Common stock, $0.001 par value; (225,000,000 shares authorized at March 31, 2022 and December 31, 2021, 58,733,759 shares issued and outstanding at March 31, 2022 and 58,225,170 shares issued and outstanding at December 31, 2021) | $ 59 | $ 58 |
Additional paid-in capital | 436,168 | 434,881 |
Accumulated deficit | (423,842) | (407,864) |
Total stockholders’ equity | 12,385 | 27,075 |
Total liabilities and stockholders’ equity | $ 38,788 | $ 55,967 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par or stated value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in dollars per share) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 225,000,000 | 225,000,000 |
Common stock, shares issued (in shares) | 58,733,759 | 58,225,170 |
Common stock, shares outstanding (in shares) | 58,733,759 | 58,225,170 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
License revenue | $ 270 | $ 0 |
Operating expenses: | ||
Research and development | 12,444 | 8,751 |
General and administrative | 3,599 | 3,671 |
Total operating expenses | 16,043 | 12,422 |
Loss from operations | (15,773) | (12,422) |
Other income (expense) | (205) | 439 |
Net loss | (15,978) | (11,983) |
Comprehensive loss | $ (15,978) | $ (11,983) |
Net loss per share: | ||
Basic (in dollars per share) | $ (0.22) | $ (0.18) |
Diluted (in dollars per share) | $ (0.22) | $ (0.17) |
Weighted-average number of shares used in computing net loss per share: | ||
Basic (in shares) | 71,120 | 66,158 |
Diluted (in shares) | 71,120 | 74,220 |
Consolidated Consolidated State
Consolidated Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2020 | 53,019 | |||
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2020 | $ 8,982 | $ 53 | $ 383,597 | $ (374,668) |
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | ||||
Issuance of common stock (in shares) | 1,301 | |||
Issuance of common stock, net | 3,979 | $ 1 | 3,978 | |
Stock-based compensation expense | 580 | 580 | ||
Issuance of warrants | 120 | 120 | ||
Issuance of common stock under employee benefit plans (in shares) | 49 | |||
Issuance of common stock under employee benefit plans | 84 | 84 | ||
Net loss | (11,983) | (11,983) | ||
Balance - Stockholders' Equity (Deficit) (in shares) at Mar. 31, 2021 | 54,369 | |||
Balance - Stockholders' Equity (Deficit) at Mar. 31, 2021 | 1,762 | $ 54 | 388,359 | (386,651) |
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2021 | 58,225 | |||
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2021 | 27,075 | $ 58 | 434,881 | (407,864) |
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | ||||
Issuance of common stock (in shares) | 354 | |||
Issuance of common stock, net | 387 | $ 1 | 386 | |
Stock-based compensation expense | 901 | 901 | ||
Issuance of common stock under employee benefit plans (in shares) | 155 | |||
Issuance of common stock under employee benefit plans | 0 | 0 | ||
Net loss | (15,978) | (15,978) | ||
Balance - Stockholders' Equity (Deficit) (in shares) at Mar. 31, 2022 | 58,734 | |||
Balance - Stockholders' Equity (Deficit) at Mar. 31, 2022 | $ 12,385 | $ 59 | $ 436,168 | $ (423,842) |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities | ||
Net loss | $ (15,978) | $ (11,983) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 400 | 381 |
Stock-based compensation expense | 901 | 580 |
Change in fair value of warrant liability | (11) | (854) |
Amortization of Debt Issuance Costs and Discounts | 110 | 117 |
Payments for Other Operating Activities | (15) | 101 |
Changes in operating assets and liabilities | (616) | (735) |
Net cash used in operating activities | (15,209) | (12,393) |
Investing activities | ||
Purchases of property and equipment | (961) | (1,109) |
Proceeds from sale of equipment | 22 | 65 |
Net cash used in investing activities | (939) | (1,044) |
Financing activities | ||
Proceeds from issuance of common stock, net | 387 | 3,979 |
Proceeds from issuance of common stock under employee benefit plans | 0 | 84 |
Payments on finance lease | 0 | (23) |
Payment of deferred financing costs | 0 | (289) |
Proceeds from long-term debt | 0 | 10,000 |
Debt prepayment costs | 0 | (88) |
Repayment of long-term debt | (1,250) | (13,960) |
Net cash used by financing activities | (863) | (297) |
Net decrease in cash, cash equivalents and restricted cash | (17,011) | (13,734) |
Cash, cash equivalents and restricted cash at beginning of period | 37,779 | 80,400 |
Cash, cash equivalents and restricted cash at end of period | 20,768 | 66,666 |
Non-cash financing activities and supplemental cash flow information | ||
Property and equipment included in accounts payable and accrued expenses | 508 | 306 |
Cash paid in connection with operating lease liabilities | 733 | 709 |
Cash paid for interest | $ 130 | $ 166 |
Organization and operations
Organization and operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and operations | Organization and operations Genocea Biosciences, Inc. ("Genocea" or the "Company”) is a biopharmaceutical company that was incorporated in Delaware on August 16, 2006 and has a principal place of business in Cambridge, Massachusetts. The Company is dedicated to discovering and developing novel cancer immunotherapies using its proprietary ATLAS ™ platform. The ATLAS platform can profile each patient's CD4 + and CD8 + T cell immune responses to every potential target or “antigen” identified by next-generation sequencing of that patient's tumor. ATLAS zeroes in on both antigens that activate anti-tumor T cell responses and inhibitory antigens, or Inhibigens ™ , that drive pro-tumor immune responses. Genocea believes this approach ensures that cancer immunotherapies, such as cellular therapies and vaccines, focus T cell responses on the tumor antigens most vulnerable to T cell targeting. Consequently, the Company believes that ATLAS may enable more immunogenic and efficacious cancer immunotherapies. On April 28, 2022, the Company announced that it had initiated a process to explore a range of strategic alternatives to maximize shareholder value and engaged professional advisors, including an investment bank, to support this process. Strategic alternatives include the sale of all or part of the Company, merger or reverse merger. As the Company pursues strategic alternatives, it put into place a restructuring plan which includes an approximate 65% reduction in workforce in the second quarter of 2022. As part of further cost reduction measures, the Company has since made the decision to voluntarily terminate the TiTAN ™ clinical study of GEN-011 and continues to review its other research programs and collaborations to determine an appropriate course of action. Genocea has devoted substantially all of its efforts to product research and development, initial market development, and raising capital. The Company has not generated any product revenue related to its primary business purpose to date and is subject to a number of risks and uncertainties common to companies in the biotech and pharmaceutical industry, including, but not limited to, the risks associated with the uncertainty of success of its preclinical and clinical trials; the challenges associated with gaining regulatory approval of product candidates; the risks associated with commercializing pharmaceutical products, if approved for marketing and sale; the potential for development by third parties of new technological innovations that may compete with Genocea's products; the dependence on key personnel; the challenges of protecting proprietary technology; the need to comply with government regulations; the high cost of drug development; competition from other companies; the uncertainty of being able to secure additional capital when needed to fund operations; and the challenges and uncertainty associated with the outbreak of the novel coronavirus ("COVID-19") that could adversely impact the Company's operations, supply chain, preclinical development work, clinical trials and ability to raise capital. The Company regularly evaluates whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the financial statements are issued. Genocea had available cash and cash equivalents of $20.1 million at March 31, 2022. As of March 31, 2022, Genocea had an accumulated deficit of $423.8 million and anticipates that it will continue to incur significant operating losses for the foreseeable future as it continues to develop its product candidates. In addition, the Company had a loss from operations of $15.8 million and used $15.2 million of cash for operating activities during the three months ended March 31, 2022. These factors, combined with the Company's forecast of cash required to fund operations for a period of at least one year from the date of issuance of these condensed consolidated financial statements, raise substantial doubt about the Company’s ability to continue as a going concern. The future viability of the Company beyond one year from the date of issuance of these condensed consolidated financial statements is dependent on its ability to raise additional capital to finance its operations. As announced on April 28, 2022, Genocea is exploring strategic alternatives that include the sale of all or part of the Company, merger or reverse merger. The Company's existing cash and cash equivalents, including the impact of the restructuring plan, are sufficient to support its current operations into Q3 2022. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Genocea's significant accounting policies have not changed materially from those disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 10-K”). Basis of presentation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. Intercompany accounts and transactions have been eliminated. Genocea operates as one segment, which is discovering, researching, developing and commercializing novel cancer immunotherapies. In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, and necessary for fair financial statement presentation. The preparation of these condensed consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes included in the 2021 10-K. Recently adopted accounting standards |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue | Revenue In December 2021, the Company entered into a collaboration and option agreement (the “Janssen Agreement”) with Janssen Biotech, Inc. (“Janssen”), one of the Janssen Pharmaceutical Companies of Johnson and Johnson, to use the Company's proprietary ATLAS platform to explore the immunogenicity of neoantigens and the role and impact of Inhibigens in the context of vaccine therapies for cancer. Under the Janssen Agreement, the Company received a non-refundable and non-creditable upfront fee of $1.7 million for research relating to an identified tumor type and is eligible to receive additional research and development funding up to a potential total of $3.3 million. Management evaluated the promised goods and services within the Janssen Agreement and determined those which represented separate performance obligations. The Company identified its potential performance obligations, including (i) its grant of a limited-use research license to Janssen to certain of its intellectual property subject to certain conditions, (ii) its conduct of research and development services ("R&D Services"), (iii) an option, at Janssen's sole discretion, for the Company to conduct additional research and development services at pre-negotiated rates ("R&D Option") and (iv) an option for Janssen to negotiate a future strategic partnership ("Strategic Partnership Option") to develop non-personalized vaccine products relating to two tumor types using Genocea’s ATLAS platform and expertise on Inhibigens. The Company determined that its grant of a limited-use research license to Janssen and its conduct of R&D Services should be accounted for as a combined performance obligation as they are not capable of being distinct, and that the combined performance obligation will be transferred over the expected term of the conduct of the R&D Services. The Company determined that the R&D Option is a material right as the consideration for the R&D Option represents a discount that would otherwise not be available to the customer without entering into the Janssen Agreement. Additionally, the Company determined that the Strategic Partnership Option did not constitute a performance obligation and is instead a marketing offer. The Company estimated the standalone selling price of the R&D Services based on the expected cost plus a margin approach. The Company developed its standalone selling price for the material right by applying a probability-weighted likelihood that Janssen will exercise its R&D Option. The transaction price as of March 31, 2022 was comprised of fixed consideration of $1.7 million and variable consideration of $1.5 million. The transaction price was allocated to each of the performance obligations based on the relative standalone selling prices. The Company concluded that the variable consideration of $1.8 million related to additional services to be performed upon the exercise of the R&D Option was constrained as of March 31, 2022 and therefore did not allocate variable consideration from the R&D Option to any of the performance obligations. The amount allocated to the R&D Services will be recognized in an amount proportional to the actual costs incurred during the period in which the R&D Services are performed by the Company. The amount allocated to the material right will be recognized either (i) in an amount proportional to the actual costs incurred during the period in which the additional services under the R&D Option are performed by the Company or (ii) upon a decision by Janssen not to proceed with the additional services under the R&D Option. In the three months ended March 31, 2022, the Company recognized $0.3 million in license revenue for R&D Services performed during the period. |
Fair value of financial instrum
Fair value of financial instruments | 3 Months Ended |
Mar. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Fair value of financial instruments | Genocea has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements. • Level 1—Fair values are determined by utilizing quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access; • Level 2—Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market-observable inputs such as interest rates, yield curves and foreign currency spot rates; and • Level 3—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The Company's financial assets recorded at fair value consist of cash equivalents, and the Company's financial liabilities recorded at fair value consist of warrant liabilities. The fair value of Genocea’s cash equivalents is determined using quoted prices in active markets. The Company's cash equivalents consist of money market funds that are classified as Level 1. The fair value of Genocea’s warrant liabilities is determined using a Monte Carlo simulation. See Note 9. Warrants for the assumptions and methodologies used to calculate the estimated fair value of the Company's warrant liabilities. Genocea’s warrant liabilities are classified as Level 3. The following table sets forth the Company's assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 (in thousands): Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Total (Level 1) (Level 2) (Level 3) March 31, 2022 Assets Cash equivalents $ 19,324 $ 19,324 $ — $ — Total assets $ 19,324 $ 19,324 $ — $ — Liabilities Warrant liabilities $ — $ — $ — $ — Total liabilities $ — $ — $ — $ — December 31, 2021 Assets Cash equivalents $ 33,673 $ 33,673 $ — $ — Total assets $ 33,673 $ 33,673 $ — $ — Liabilities Warrant liabilities $ 11 $ — $ — $ 11 Total liabilities $ 11 $ — $ — $ 11 The following table reflects the change in Genocea’s Level 3 warrant liabilities for the three months ended March 31, 2022 (in thousands): Warrant Liabilities Balance at December 31, 2021 $ 11 Change in fair value (11) Balance at March 31, 2022 $ — |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 December 31, 2021 Research and development costs $ 6,696 $ 5,223 Payroll and other headcount-related costs 854 3,022 Other current liabilities 1,210 1,251 Total $ 8,760 $ 9,496 |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Operating leases As of March 31, 2022, the Company had a lease for two floors of lab and office space in a multi-tenant building in Cambridge, Massachusetts through February 2025. Genocea has the option to extend the lease term for an additional five years, which was not included in the Company's right-of-use ("ROU") assets and associated lease liabilities as of March 31, 2022. Genocea has a sublease agreement for one floor of lab and office space through February 2023. The sublease agreement contains options for the Company and the sublessee to mutually extend the sublease for up to an additional twelve months. As Genocea retained its obligations under the sublease, it will record the payments received under the sublease as a reduction of lease expense. For both the three months ended March 31, 2022 and 2021, the Company recorded sublease income of $0.4 million, as a reduction of lease expense. Genocea's lease expense, net of sublease income, was $0.3 million for both the three months ended March 31, 2022 and 2021. The weighted-average remaining lease term and weighted-average discount rate of the Company's operating leases as of March 31, 2022 and December 31, 2021 were as follows: March 31, 2022 December 31, 2021 Weighted-average remaining lease term (in years) 2.91 3.17 Weighted-average discount rate 8.12 % 8.12 % The following table summarizes the presentation of leases in Genocea's condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021 (in thousands): Classification March 31, 2022 December 31, 2021 Assets Operating Right-of-use assets $ 6,934 $ 7,420 Total lease assets $ 6,934 $ 7,420 Liabilities Current: Operating Lease liabilities $ 2,412 $ 2,346 Non-current: Operating Lease liabilities, net of current portion 5,426 6,052 Total lease liabilities $ 7,838 $ 8,398 The minimum lease payments related to the Company's operating leases as of March 31, 2022 were as follows (in thousands): Remainder of 2022 $ 2,216 2023 3,017 2024 3,092 2025 517 Total lease payments 8,842 Less: Imputed interest (1,004) Total $ 7,838 At March 31, 2022 and December 31, 2021, Genocea had an outstanding letter of credit of $0.6 million with a financial institution related to a security deposit for the office and lab space lease, which is secured by cash on deposit and expires in February 2025. Contractual obligations The Company has entered into certain agreements with various universities, contract research organizations and contract manufacturing organizations, which generally include cancellation clauses. Harvard license agreement Genocea has an exclusive license agreement with the President and Fellows of Harvard College (“Harvard”), granting the Company an exclusive, worldwide, royalty-bearing, sublicensable license to one patent family, to develop, make, have made, use, market, offer for sale, sell, have sold and import licensed products and to perform licensed services related to the ATLAS discovery platform. Genocea is also obligated to pay Harvard milestone payments up to $1.6 million in the aggregate upon the achievement of certain development and regulatory milestones. As of March 31, 2022, the Company has paid or accrued $0.3 million in aggregate milestone payments. Upon commercialization of Genocea's products covered by the licensed patent rights or discovered using the licensed methods, the Company is obligated to pay Harvard royalties on the net sales of such products and services sold by Genocea, its affiliates, and its sublicensees. This royalty varies depending on the type of product or service and is in the low single digits. The sales-based royalty due by the Company’s sublicensees is the greater of the applicable royalty rate or a percentage in the high single digits or the low double digits of the royalties Genocea receives from such sublicensee, depending on the type of product. Based on the type of commercialized product or service, royalties are payable until the expiration of the last-to-expire valid claim under the licensed patent rights or for a period of ten years from first commercial sale of such product or service. The royalties payable to Harvard are subject to reduction, capped at a specified percentage, for any third-party payments required to be made. In addition to the royalty payments, if the Company receives any additional consideration (cash or non-cash) under any sublicense, it must pay Harvard a percentage of the value of such consideration, excluding certain categories of consideration, varying from the low single digits up to the low double digits depending on the scope of the license that includes the sublicense. The license agreement with Harvard will expire on a product-by-product or service-by-service and country-by-country basis until the expiration of the last-to-expire valid claim under the licensed patent rights. Genocea may terminate the agreement at any time by giving Harvard advance written notice. Harvard may also terminate the agreement (i) in the event of a material breach by the Company that remains uncured; (ii) in the event of Genocea's insolvency, bankruptcy, or similar circumstances; or (iii) if the Company challenges the validity of any patents licensed to it. Oncovir license and supply agreement Genocea has a license and supply agreement with Oncovir, Inc. (“Oncovir”) under which Oncovir will manufacture and supply an immunomodulator and vaccine adjuvant, Hiltonol® (poly-ICLC) (“Hiltonol”), to the Company for use in connection with the research, development, use, sale, manufacture, commercialization and marketing of products combining Hiltonol with Genocea's technology (the “Combination Product”). Hiltonol is the adjuvant component of GEN-009, which will consist of synthetic long peptides of neoantigens identified using the Company's proprietary ATLAS platform, formulated with Hiltonol. Oncovir granted Genocea a non-exclusive, assignable, royalty-bearing worldwide license, with the right to grant sublicenses through one tier, to certain of Oncovir’s intellectual property in connection with the research, development, or commercialization of Combination Products, including the use of Hiltonol, but not the use of Hiltonol for manufacturing or the use or sale of Hiltonol alone. The license will become perpetual, fully paid-up, and royalty-free on the later of January 25, 2028 or the date on which the last valid claim of any patent licensed to the Company under the agreement expires. Under this agreement, Genocea is obligated to pay Oncovir low to mid six-figure milestone payments upon the achievement of certain clinical trial milestones for each Combination Product and the first marketing approval for each Combination Product in certain territories, as well as tiered royalties in the low-single digits on a product-by-product basis based on the net sales of Combination Products. The Company may terminate the agreement upon a decision to discontinue the development of the Combination Product or upon a determination by Genocea or an applicable regulatory authority that Hiltonol or a Combination Product is not clinically safe or effective. The agreement may also be terminated by either party due to a material uncured breach by the other party, or due to the other party’s bankruptcy, insolvency, or dissolution. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | DebtIn April 2018, the Company entered into an amended and restated loan and security agreement with Hercules Capital, Inc. ("Hercules"), which was subsequently amended in November 2019 (as amended, the "Hercules Loan Agreement"). The Hercules Loan Agreement provided a $14.0 million secured term loan that was scheduled to mature on May 1, 2021 and that accrued interest at a floating rate per annum equal to the greater of (i) 8.00%, or (ii) the sum of 3.00% plus the prime rate. The Company was also obligated to pay a final payment charge of $1.0 million at maturity. In February 2021, Genocea entered into a loan and security agreement (the "SVB Loan Agreement") with Silicon Valley Bank ("SVB") for a $10.0 million secured term loan (the "SVB Term Loan"). $9.0 million of the proceeds from the SVB Term Loan were used to repay the borrowings that were outstanding at the SVB Loan Agreement closing date under the Company's previous loan and security agreement with Hercules, paying off all obligations owing under, and extinguishing, the Hercules Loan Agreement on the SVB Term Loan closing date. The remaining proceeds from the SVB Term Loan of $1.0 million were received by the Company for working capital and general corporate purposes. The SVB Term Loan will mature on September 1, 2023. The SVB Term Loan accrues interest at a floating per annum rate equal to the greater of (i) 6.25% or (ii) the sum of 3.0% plus the prime rate. The SVB Term Loan provided for interest-only payments until September 30, 2021; thereafter, payments are due monthly in equal installments of principal and interest (subject to recalculation upon a change in prime rates) through maturity. The SVB Term Loan is subject to a final payment charge of $0.5 million that will be amortized as a debt issuance cost over the expected term of the loan. The SVB Term Loan may be prepaid in whole (but not in part), subject to a prepayment charge of 2.0%, if prepaid after twelve (12) months following the Closing Date but on or prior to twenty four (24) months following the Closing Date, and 1.0% thereafter. The SVB Term Loan is secured by a lien on substantially all of the assets of the Company, other than intellectual property, provided that such lien on substantially all assets includes any rights to payments and proceeds from the sale, licensing or disposition of intellectual property. The SVB Loan Agreement contains customary covenants and representations, including a financial reporting covenant and limitations on dividends, indebtedness, collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, deposit accounts, and subsidiaries. There are no financial covenants. As of March 31, 2022, the Company was in compliance with all covenants under the SVB Loan Agreement. The SVB Loan Agreement also includes customary events of default, including payment defaults, breaches of covenants, change of control and occurrence of a material adverse effect. Amounts outstanding during an event of default shall be payable on demand and shall accrue interest at an additional rate of 4.0% per annum of the past due amount outstanding. As of March 31, 2022, the Company has determined that the risk of subjective acceleration under the material adverse effects clause was remote and therefore has classified the long-term portion of the outstanding principal in non-current liabilities. In connection with the SVB Loan Agreement, Genocea issued to SVB a warrant (the "SVB Warrant") in February 2021 to purchase 43,478 shares of the common stock of the Company. See Note 9. Warrants . The Company recorded the fair value of the SVB warrant as a discount on the SVB Term Loan that will be amortized over the expected term of the loan. As of March 31, 2022 and December 31, 2021, the Company had outstanding borrowings, net of unamortized debt issuance costs, of $7.6 million and $8.8 million, respectively. Interest expense was $0.2 million and $0.3 million for the three months ended March 31, 2022 and 2021, respectively. Future principal payments, including the final payment charge, as of March 31, 2022 were as follows: Principal Payments on Long-Term Debt Remainder of 2022 $ 3,750 2023 4,250 $ 8,000 |
Stockholders' equity
Stockholders' equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders' equity | Stockholders' equity At-the-market equity offering program Genocea has an agreement with Cowen to establish an ATM equity offering program pursuant to which Cowen is able to offer and sell up to $50.0 million of the Company's common stock at prevailing market prices. In the three months ended March 31, 2022, the Company sold approximately 0.4 million shares under the ATM and received net proceeds of $0.4 million, after deducting commissions. Cumulatively through March 31, 2022, the Company has sold an aggregate of approximately 8.2 million shares under the ATM and received $21.6 million in net proceeds. As of March 31, 2022, the Company had $27.8 million in gross proceeds remaining under the ATM. Agreement with Lincoln Park Capital |
Warrants Warrants
Warrants Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants [Abstract] | |
Warrants | Warrants As of March 31, 2022, the Company had the following potentially issuable shares of common stock related to unexercised warrants outstanding (shares in thousands): Shares Exercise Price Expiration Date Classification Hercules Warrant 41 $ 6.80 Q2 2023 Equity 2018 Warrants 3,617 $ 9.60 Q1 2023 Liability 2019 Warrants 933 $ 4.52 Q1 2024 Equity 2019 Pre-Funded Warrants 531 $ 0.08 Q1 2039 Equity 2020 Warrants 33,613 $ 2.25 Q3 2024 Equity 2020 Pre-Funded Warrants 12,223 $ 0.01 N/A Equity SVB Warrant 43 $ 3.45 Q1 2026 Equity 51,001 Hercules Warrant The exercise price and the number of shares are subject to adjustment upon a merger event, reclassification of the shares of common stock, subdivision or combination of the shares of common stock or certain dividend payments. Genocea determined that the Hercules Warrant should be equity-classified. 2018 Warrants The exercise price and the number of shares are subject to adjustment upon a merger event, reclassification of the shares of common stock, subdivision or combination of the shares of common stock or certain dividend payments. In the event of an “Acquisition,” defined generally to include a merger or consolidation resulting in the sale of 50% or more of the voting securities of the Company, the sale of all, or substantially all, of the assets or voting securities of the Company, or other change of control transaction, as defined in the 2018 Warrants, Genocea will be obligated to use its best efforts to ensure that the holders of the 2018 Warrants receive new warrants from the surviving or acquiring entity (the “Acquirer”). The new warrants to purchase shares in the Acquirer shall have the same expiration date as the 2018 Warrants and a strike price that is based on the proportion of the value of the Acquirer’s stock to the Company’s common stock. If the Company is unable, despite its best efforts, to cause the Acquirer to issue new warrants in the Acquisition as described above, then, if the Company’s stockholders are to receive cash in the Acquisition, Genocea will settle the 2018 Warrants in cash and if the Company’s stockholders are to receive stock in the Acquisition, Genocea will issue shares of its common stock to each Warrant holder. As a result, the Company determined that the 2018 Warrants should be liability-classified. As the 2018 Warrants are liability-classified, the Company remeasures the fair value at each reporting date. Genocea initially recorded the 2018 Warrants at their estimated fair value of $18.2 million. In connection with the Company's remeasurement of the 2018 Warrants to fair value, it recorded income of less than $0.1 million and $0.2 million for the three months ended March 31, 2022 and 2021, respectively. The fair value of the warrant liability related to the 2018 Warrants was not significant as of both March 31, 2022 and December 31, 2021. The following table details the assumptions used in the Monte Carlo simulation models used to estimate the fair value of the 2018 Warrants as of March 31, 2022 and December 31, 2021, respectively: March 31, 2022 December 31, 2021 Stock price $ 1.25 $ 1.16 Volatility 50.0% - 59.8% 50.0% - 79.9% Remaining term (in years) 0.8 1.0 Expected dividend yield — % — % Risk-free rate 1.39 % 0.41 % Acquisition event probability 11.3 % 14.6 % 2019 Warrants and 2019 Pre-Funded Warrants The exercise price of the warrants is subject to adjustment in the event of stock dividends, subdivisions, stock splits, stock combinations, reclassifications, reorganizations or a change of control affecting the Company's common stock. Genocea determined that the 2019 Warrants and the 2019 Pre-Funded Warrants should be equity-classified. The Company also determined that the 2019 Pre-Funded Warrants should be included in the determination of basic earnings per share. 2020 Warrants and 2020 Pre-Funded Warrants The exercise price of the 2020 Pre-Funded Warrants and the 2020 Warrants is subject to adjustment in the event of stock dividends, subdivisions, stock splits, stock combinations, reclassifications, reorganizations or a change of control affecting the Company's common stock. Genocea determined that the 2020 Pre-Funded Warrants should be equity-classified and be included in the determination of basic earnings per share. The holders of the 2020 Warrants were entitled to down-round protection through July 24, 2021. The Company was required to obtain stockholder approval for the adjustment to the exercise price as a result of any common stock issuance at a price per share less than $2.25, which resulted in the 2020 Warrants being liability-classified for the period from issuance through July 24, 2021. While the 2020 Warrants were liability-classified, the Company remeasured the fair value at each reporting date. Genocea initially recorded the 2020 Warrants at their estimated fair value of $62.5 million. In connection with the Company's remeasurement of the 2020 Warrants to fair value, the Company recorded income of $0.7 million for the three months ended March 31, 2021. At the expiration of the down-round protection feature on July 25, 2021, the 2020 Warrants were remeasured to their fair value of $36.0 million and subsequently reclassified to equity. The following table details the assumptions used in the Monte Carlo simulation models used to estimate the fair value of the 2020 Warrants as of July 25, 2021: July 25, 2021 Stock price $ 2.04 Volatility 96.2 % Remaining term (in years) 3.0 Expected dividend yield — Risk-free rate 0.38 % Acquisition event probability 35.0 % |
Employee benefit plans
Employee benefit plans | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Employee benefit plans | Employee benefit plans Genocea grants equity awards in the form of stock options and restricted stock units (“RSUs”) to employees and directors of, and consultants and advisors to, the Company through its Amended and Restated 2014 Equity Incentive Plan (the "2014 Equity Incentive Plan"). As of March 31, 2022, there were approximately 0.8 million shares remaining for future grants under the 2014 Equity Incentive Plan. The options have a ten-year term and were issued with an exercise price equal to the closing market price of Genocea’s common stock on the grant date. For equity awards with service-based vesting conditions, the Company recognizes compensation expense over the vesting period, which is generally over a four-year period. For equity awards with a market-based vesting condition, the Company recognizes compensation expense over the requisite service period. The number of shares awarded, if any, when a market-based award vests will depend on the degree of achievement of the corporate stock price metrics within the performance period of the award. The Company measures the fair value of stock options on the grant date using the Black-Scholes option pricing model. The fair value of the service-based RSUs is the closing market price of Genocea's common stock on the grant date. The Company measures the fair value of market-based RSUs on the grant date using a Monte Carlo simulation model. Stock-based compensation expense Total stock-based compensation expense recognized for stock options and RSUs during the three months ended March 31, 2022 and 2021 was as follows (in thousands): Three Months Ended March 31 2022 2021 Research and development $ 372 $ 258 General and administrative 529 322 Total $ 901 $ 580 Stock options The following table summarizes stock option activity during the three months ended March 31, 2022 (shares and aggregate intrinsic value in thousands): Shares Weighted Average Weighted Average Aggregate Outstanding at December 31, 2021 3,743 $ 5.18 Granted 1,661 $ 1.11 Cancelled (109) $ 4.06 Outstanding at March 31, 2022 5,295 $ 3.93 8.3 $ 233 Exercisable at March 31, 2022 1,722 $ 7.91 6.8 $ — RSUs The following table summarizes RSU activity during the three months ended March 31, 2022 (shares in thousands): Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2021 2,245 $ 2.43 Granted (1) 790 $ 1.11 Vested (155) $ 2.93 Cancelled (69) $ 2.66 Outstanding at March 31, 2022 2,811 $ 2.03 _________________________ 1. The number granted represents the number of shares issuable upon vesting of service-based and market-based RSUs, assuming the Company achieves its corporate stock price metrics at the target achievement level. Employee stock purchase plan The 2014 Employee Stock Purchase Plan (as amended, the "ESPP") authorizes the issuance shares of common stock to participating eligible employees and provides for two six-month offering periods each year. As of March 31, 2022, there were less than 0.1 million shares remaining for future issuance under the ESPP. |
Net loss per share
Net loss per share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net loss per share | Net loss per share Basic and diluted net loss per share were calculated as follows for the three months ended March 31, 2022 and 2021 (in thousands, except per share amounts): Three Months Ended March 31 2022 2021 Numerator Net loss $ (15,978) $ (11,983) Less: Change in fair value of 2020 Warrants (1) — 673 Adjusted net loss $ (15,978) $ (12,656) Denominator Weighted average common stock outstanding – basic 71,120 66,158 Dilutive effect of common stock issuable from assumed exercise of warrants (1) — 8,062 Weighted average common stock outstanding – diluted 71,120 74,220 Net loss per share Basic $ (0.22) $ (0.18) Diluted $ (0.22) $ (0.17) _________________________ 1. The 2020 Warrants have been included in the calculation of diluted net loss per share for the three months ended March 31, 2021 as the warrants were in-the-money during that period and were liability-classified for the period from issuance through July 24, 2021. The Company used the treasury stock method to determine the number of dilutive shares. The following potential common shares were excluded from the calculation of net loss per share due to their anti-dilutive effect for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31 2022 2021 Warrants 38,247 4,634 Stock options 5,295 3,839 RSUs 2,811 2,434 Total 46,353 10,907 |
Other income (expense)
Other income (expense) | 3 Months Ended |
Mar. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Other income (expense) | Other income (expense) Other income (expense) consisted of the following during the three months ended March 31, 2022 and 2021 was as follows (in thousands): Three Months Ended March 31 2022 2021 Other income (expense): Change in fair value of warrants $ 11 $ 854 Interest expense, net (231) (279) Other income (expense) 15 (136) Other income (expense) $ (205) $ 439 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent eventOn April 28, 2022, the Company implemented a plan to reduce its workforce by approximately 65% with the objective of preserving capital as it explores a range of strategic alternatives to maximize shareholder value. This workforce reduction will take place during the second quarter of 2022. As a result of these actions, the Company expects to incur personnel-related restructuring charges of approximately $4 million in connection with one-time employee termination costs, including severance and other benefits, which are expected to be incurred in the second quarter of 2022. In addition, as part of further cost reduction measures, the Company has since made the decision to voluntarily terminate the TiTAN clinical study of GEN-011 and continues to review its other research programs and collaborations to determine an appropriate course of action. The Company may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the workforce reduction or retention efforts. These estimates of the costs that the Company expects to incur, and the timing thereof, are subject to a number of assumptions and actual results may differ. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. Intercompany accounts and transactions have been eliminated. Genocea operates as one segment, which is discovering, researching, developing and commercializing novel cancer immunotherapies. |
Significant accounting policies | Recently adopted accounting standardsIn May 2021, the FASB issued a new standard that clarifies an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2021, and early adoption is permitted. The Company adopted this standard on January 1, 2022. The adoption of this standard did not have a material impact on the Company's consolidated financial statements and related disclosures at the time of adoption, and the impact on later periods is not known or reasonably estimable. |
Fair value of financial instruments | Genocea has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements. • Level 1—Fair values are determined by utilizing quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access; • Level 2—Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market-observable inputs such as interest rates, yield curves and foreign currency spot rates; and • Level 3—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The Company's financial assets recorded at fair value consist of cash equivalents, and the Company's financial liabilities recorded at fair value consist of warrant liabilities. |
Fair value of financial instr_2
Fair value of financial instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | As of March 31, 2022, the Company had the following potentially issuable shares of common stock related to unexercised warrants outstanding (shares in thousands): Shares Exercise Price Expiration Date Classification Hercules Warrant 41 $ 6.80 Q2 2023 Equity 2018 Warrants 3,617 $ 9.60 Q1 2023 Liability 2019 Warrants 933 $ 4.52 Q1 2024 Equity 2019 Pre-Funded Warrants 531 $ 0.08 Q1 2039 Equity 2020 Warrants 33,613 $ 2.25 Q3 2024 Equity 2020 Pre-Funded Warrants 12,223 $ 0.01 N/A Equity SVB Warrant 43 $ 3.45 Q1 2026 Equity 51,001 |
Schedule of financial instruments measured at fair value on recurring basis | Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Total (Level 1) (Level 2) (Level 3) March 31, 2022 Assets Cash equivalents $ 19,324 $ 19,324 $ — $ — Total assets $ 19,324 $ 19,324 $ — $ — Liabilities Warrant liabilities $ — $ — $ — $ — Total liabilities $ — $ — $ — $ — December 31, 2021 Assets Cash equivalents $ 33,673 $ 33,673 $ — $ — Total assets $ 33,673 $ 33,673 $ — $ — Liabilities Warrant liabilities $ 11 $ — $ — $ 11 Total liabilities $ 11 $ — $ — $ 11 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | Warrant Liabilities Balance at December 31, 2021 $ 11 Change in fair value (11) Balance at March 31, 2022 $ — |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands): March 31, 2022 December 31, 2021 Research and development costs $ 6,696 $ 5,223 Payroll and other headcount-related costs 854 3,022 Other current liabilities 1,210 1,251 Total $ 8,760 $ 9,496 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, Cost | The weighted-average remaining lease term and weighted-average discount rate of the Company's operating leases as of March 31, 2022 and December 31, 2021 were as follows: March 31, 2022 December 31, 2021 Weighted-average remaining lease term (in years) 2.91 3.17 Weighted-average discount rate 8.12 % 8.12 % |
Assets And Liabilities, Lessee | The following table summarizes the presentation of leases in Genocea's condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021 (in thousands): Classification March 31, 2022 December 31, 2021 Assets Operating Right-of-use assets $ 6,934 $ 7,420 Total lease assets $ 6,934 $ 7,420 Liabilities Current: Operating Lease liabilities $ 2,412 $ 2,346 Non-current: Operating Lease liabilities, net of current portion 5,426 6,052 Total lease liabilities $ 7,838 $ 8,398 |
Lessee, Operating Lease, Liability, Maturity | The minimum lease payments related to the Company's operating leases as of March 31, 2022 were as follows (in thousands): Remainder of 2022 $ 2,216 2023 3,017 2024 3,092 2025 517 Total lease payments 8,842 Less: Imputed interest (1,004) Total $ 7,838 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of future principal payments | Future principal payments, including the final payment charge, as of March 31, 2022 were as follows: Principal Payments on Long-Term Debt Remainder of 2022 $ 3,750 2023 4,250 $ 8,000 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Warrants [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | As of March 31, 2022, the Company had the following potentially issuable shares of common stock related to unexercised warrants outstanding (shares in thousands): Shares Exercise Price Expiration Date Classification Hercules Warrant 41 $ 6.80 Q2 2023 Equity 2018 Warrants 3,617 $ 9.60 Q1 2023 Liability 2019 Warrants 933 $ 4.52 Q1 2024 Equity 2019 Pre-Funded Warrants 531 $ 0.08 Q1 2039 Equity 2020 Warrants 33,613 $ 2.25 Q3 2024 Equity 2020 Pre-Funded Warrants 12,223 $ 0.01 N/A Equity SVB Warrant 43 $ 3.45 Q1 2026 Equity 51,001 |
Fair Value Measurement Inputs and Valuation Techniques | The following table details the assumptions used in the Monte Carlo simulation models used to estimate the fair value of the 2018 Warrants as of March 31, 2022 and December 31, 2021, respectively: March 31, 2022 December 31, 2021 Stock price $ 1.25 $ 1.16 Volatility 50.0% - 59.8% 50.0% - 79.9% Remaining term (in years) 0.8 1.0 Expected dividend yield — % — % Risk-free rate 1.39 % 0.41 % Acquisition event probability 11.3 % 14.6 % The following table details the assumptions used in the Monte Carlo simulation models used to estimate the fair value of the 2020 Warrants as of July 25, 2021: July 25, 2021 Stock price $ 2.04 Volatility 96.2 % Remaining term (in years) 3.0 Expected dividend yield — Risk-free rate 0.38 % Acquisition event probability 35.0 % |
Employee benefit plans (Tables)
Employee benefit plans (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock-based compensation expense for stock options granted to employees and non-employees | Total stock-based compensation expense recognized for stock options and RSUs during the three months ended March 31, 2022 and 2021 was as follows (in thousands): Three Months Ended March 31 2022 2021 Research and development $ 372 $ 258 General and administrative 529 322 Total $ 901 $ 580 |
Schedule of stock option activity for employees and nonemployees | The following table summarizes stock option activity during the three months ended March 31, 2022 (shares and aggregate intrinsic value in thousands): Shares Weighted Average Weighted Average Aggregate Outstanding at December 31, 2021 3,743 $ 5.18 Granted 1,661 $ 1.11 Cancelled (109) $ 4.06 Outstanding at March 31, 2022 5,295 $ 3.93 8.3 $ 233 Exercisable at March 31, 2022 1,722 $ 7.91 6.8 $ — The following table summarizes RSU activity during the three months ended March 31, 2022 (shares in thousands): Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2021 2,245 $ 2.43 Granted (1) 790 $ 1.11 Vested (155) $ 2.93 Cancelled (69) $ 2.66 Outstanding at March 31, 2022 2,811 $ 2.03 _________________________ |
Net loss per share (Tables)
Net loss per share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted net loss per share were calculated as follows for the three months ended March 31, 2022 and 2021 (in thousands, except per share amounts): Three Months Ended March 31 2022 2021 Numerator Net loss $ (15,978) $ (11,983) Less: Change in fair value of 2020 Warrants (1) — 673 Adjusted net loss $ (15,978) $ (12,656) Denominator Weighted average common stock outstanding – basic 71,120 66,158 Dilutive effect of common stock issuable from assumed exercise of warrants (1) — 8,062 Weighted average common stock outstanding – diluted 71,120 74,220 Net loss per share Basic $ (0.22) $ (0.18) Diluted $ (0.22) $ (0.17) _________________________ 1. The 2020 Warrants have been included in the calculation of diluted net loss per share for the three months ended March 31, 2021 as the warrants were in-the-money during that period and were liability-classified for the period from issuance through July 24, 2021. |
Schedule of common stock equivalents, presented on converted basis, were excluded from calculation of net loss per share due to anti-dilutive effect | The Company used the treasury stock method to determine the number of dilutive shares. The following potential common shares were excluded from the calculation of net loss per share due to their anti-dilutive effect for the three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31 2022 2021 Warrants 38,247 4,634 Stock options 5,295 3,839 RSUs 2,811 2,434 Total 46,353 10,907 |
Other Income and Expenses (Tabl
Other Income and Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Cost and Expense, by Component | Other income (expense) consisted of the following during the three months ended March 31, 2022 and 2021 was as follows (in thousands): Three Months Ended March 31 2022 2021 Other income (expense): Change in fair value of warrants $ 11 $ 854 Interest expense, net (231) (279) Other income (expense) 15 (136) Other income (expense) $ (205) $ 439 |
Organization and operations (De
Organization and operations (Details) $ in Thousands | Apr. 28, 2022 | Mar. 31, 2022USD ($)segments | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) |
Subsequent Event [Line Items] | ||||
Cash and cash equivalents | $ 20,137 | $ 37,148 | ||
Accumulated deficit | (423,842) | $ (407,864) | ||
Loss from operations | (15,773) | $ (12,422) | ||
Cash used in operating activities | $ (15,209) | $ (12,393) | ||
Number of operating segments | segments | 1 | |||
Employee Severance | 2022 Restructuring Plan | Subsequent event | ||||
Subsequent Event [Line Items] | ||||
Number of positions eliminated in the period, percent | 65.00% |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 270 | $ 0 | |
Janssen Biotech, Inc. | |||
Disaggregation of Revenue [Line Items] | |||
Upfront Nonrefundable Payment | 1,700 | ||
Eligible To Earn Research and Development Funding for Services Performed | 3,300 | ||
Eligible To Earn Research and Development Funding for Services Performed - Constrained | 1,800 | ||
Deferred Revenue | 1,600 | ||
Janssen Biotech, Inc. | Research and Development Services Performed | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 300 | ||
Collaboration and Option Agreement Fixed Consideration | Janssen Biotech, Inc. | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 100 | ||
Revenue, Remaining Performance Obligation, Amount | 1,700 | $ 1,700 | |
Collaboration and Option Agreement Variable Consideration - Unconstrained | Janssen Biotech, Inc. | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Remaining Performance Obligation, Amount | $ 1,500 |
Fair value of financial instr_3
Fair value of financial instruments - Schedule of cash equivalents and investments carried at fair value (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets, Fair Value Disclosure [Abstract] | ||
Assets, Fair Value Disclosure | $ 19,324 | $ 33,673 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Financial Liabilities Fair Value Disclosure, Total | 0 | 11 |
Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 0 | 11 |
Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Included in cash equivalents | 19,324 | 33,673 |
Level 1 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets, Fair Value Disclosure | 19,324 | 33,673 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Financial Liabilities Fair Value Disclosure, Total | 0 | 0 |
Level 1 | Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 0 | 0 |
Level 1 | Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Included in cash equivalents | 19,324 | 33,673 |
Level 2 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Financial Liabilities Fair Value Disclosure, Total | 0 | 0 |
Level 2 | Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 0 | 0 |
Level 2 | Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Included in cash equivalents | 0 | 0 |
Level 3 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Financial Liabilities Fair Value Disclosure, Total | 0 | 11 |
Level 3 | Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 0 | 11 |
Level 3 | Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Included in cash equivalents | $ 0 | $ 0 |
Fair value of financial instr_4
Fair value of financial instruments - Change in the Company’s Level 3 Warrant liabilities (Details) - Warrants - Level 3 $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance | $ 11 |
Change in fair value | (11) |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance | $ 0 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Research and development costs | $ 6,696 | $ 5,223 |
Payroll and other headcount-related costs | 854 | 3,022 |
Other Liabilities, Current | 1,210 | 1,251 |
Accrued Expenses and Other Current Liabilities | $ 8,760 | $ 9,496 |
Commitments and contingencies -
Commitments and contingencies - Narrative (Details) $ in Millions | 3 Months Ended | |||
Mar. 31, 2022USD ($)floor | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Jan. 31, 2021floor | |
Operating Leased Assets [Line Items] | ||||
Sublease Income | $ 0.4 | $ 0.4 | ||
Operating lease expense | 0.3 | $ 0.3 | ||
Licensing agreement, amount | 1.6 | |||
Licensing agreement, milestone payment, amount | $ 0.3 | |||
Patents | ||||
Operating Leased Assets [Line Items] | ||||
Useful life (in years) | 10 years | |||
Lease Extension for office and lab space | ||||
Operating Leased Assets [Line Items] | ||||
Number of floors leased or subleased | floor | 2 | |||
Operating lease, optional extension period | 5 years | |||
Master Facilities Operating Lease Due February 28, 2025 | ||||
Operating Leased Assets [Line Items] | ||||
Restricted cash and cash equivalents | $ 0.6 | $ 0.6 | ||
Sublease | ||||
Operating Leased Assets [Line Items] | ||||
Number of floors leased or subleased | floor | 1 | |||
Operating lease, optional extension period | 12 months |
Commitments and contingencies_2
Commitments and contingencies - Operating Lease Term and Discount Rate (Details) | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted average remaining lease term (in years) | 2 years 10 months 28 days | 3 years 2 months 1 day |
Weighted-average discount rate | 8.12% | 8.12% |
Commitments and contingencies_3
Commitments and contingencies - Supplemental Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Lease Assets [Abstract] | ||
Operating lease, right-of-use asset | $ 6,934 | $ 7,420 |
Finance and Operating Lease, Right-of-Use Asset | 6,934 | 7,420 |
Lease Liabilities, Current [Abstract] | ||
Operating Lease, Liability, Current | 2,412 | 2,346 |
Lease Liabilities, Noncurrent [Abstract] | ||
Operating Lease, Liability, Noncurrent | 5,426 | 6,052 |
Total | $ 7,838 | $ 8,398 |
Commitments and contingencies_4
Commitments and contingencies - Future minimum lease payments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Remainder of 2022 | $ 2,216 |
2023 | 3,017 |
2024 | 3,092 |
2025 | 517 |
Total lease payments | 8,842 |
Less: Imputed interest | (1,004) |
Total | $ 7,838 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Thousands | Feb. 18, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Apr. 24, 2018 |
Long-Term Debt | |||||
Interest expense | $ 200 | $ 300 | |||
Repayment of long-term debt | (1,250) | $ (13,960) | |||
Long-term Debt | $ 7,600 | $ 8,800 | |||
2018 Term Loan | Notes Payable to Banks | |||||
Long-Term Debt | |||||
Debt financing | $ 14,000 | ||||
Interest rate (as a percent) | 8.00% | ||||
End of term charge | $ 1,000 | ||||
Repayment of long-term debt | $ (9,000) | ||||
2018 Term Loan | Notes Payable to Banks | Prime rate | |||||
Long-Term Debt | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | ||||
2021 Term Loan | Notes Payable to Banks | |||||
Long-Term Debt | |||||
Interest rate (as a percent) | 6.25% | ||||
End of term charge | $ 500 | ||||
Debt Instrument, Covenant Compliance, Prepayment Charge, Period Two, Percent | 2.00% | ||||
Debt Instrument, Covenant Compliance, Prepayment Charge, Period Three, Percent | 1.00% | ||||
Debt Instrument, Interest Rate, Default Rate, Additional Annual Interest Rate, Percent | 4.00% | ||||
Debt face Amount | $ 10,000 | ||||
2021 Term Loan | Notes Payable to Banks | SVB Warrant | |||||
Long-Term Debt | |||||
Number of securities called by warrants (in shares) | 43,478 | ||||
2021 Term Loan | Notes Payable to Banks | Prime rate | |||||
Long-Term Debt | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | ||||
Notes Payable to Banks | 2021 Term Loan | |||||
Long-Term Debt | |||||
Proceeds from loans | $ 1,000 |
Debt (Details)
Debt (Details) - 2021 Term Loan - Notes Payable to Banks $ in Thousands | Mar. 31, 2022USD ($) |
Long-Term Debt | |
3750000 | $ 3,750 |
2023 | 4,250 |
Long-term debt | $ 8,000 |
Stockholders' equity - Narrativ
Stockholders' equity - Narrative (Details) - USD ($) $ in Thousands | Oct. 23, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, shares authorized (in shares) | 225,000,000 | 225,000,000 | 225,000,000 | 225,000,000 | ||
Proceeds from issuance of common stock | $ 387 | $ 3,979 | ||||
Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of common stock (in shares) | 354,000 | 1,301,000 | ||||
At-the-market equity offering program | Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of common stock (in shares) | 8,200,000 | |||||
Proceeds from issuance of common stock | $ 21,600 | |||||
Shares authorized for issuance, remaining amount (in shares) | $ 27,800 | $ 27,800 | 27,800 | |||
At-the-market equity offering program | Common Stock | Private placement | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized for issuance, value | $ 50,000 | |||||
Number of shares issued in transaction (in shares) | 400,000 | |||||
Sale of stock, consideration received on transaction | $ 400 | |||||
Lincoln Park Capital | Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of common stock (in shares) | 2,700,000 | |||||
Proceeds from issuance of common stock | $ 6,000 | |||||
Lincoln Park Capital | Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized for issuance, value | $ 30,000 | |||||
Purchase agreement period (in months) | 30 months |
Warrants - Issuable Shares of C
Warrants - Issuable Shares of Common Stock Related to Unexercised Warrants Outstanding (Details) shares in Thousands | Mar. 31, 2022$ / sharesshares |
Total | |
Class of Stock [Line Items] | |
Shares | 51,001 |
Hercules Warrant | |
Class of Stock [Line Items] | |
Shares | 41 |
Exercise price (in dollars per share) | $ / shares | $ 6.80 |
2018 Warrants | |
Class of Stock [Line Items] | |
Shares | 3,617 |
Exercise price (in dollars per share) | $ / shares | $ 9.60 |
2019 Warrants | |
Class of Stock [Line Items] | |
Shares | 933 |
Exercise price (in dollars per share) | $ / shares | $ 4.52 |
2019 Pre-Funded Warrants | |
Class of Stock [Line Items] | |
Shares | 531 |
Exercise price (in dollars per share) | $ / shares | $ 0.08 |
2020 Warrants | |
Class of Stock [Line Items] | |
Shares | 33,613 |
Exercise price (in dollars per share) | $ / shares | $ 2.25 |
2020 Pre-Funded Warrants | |
Class of Stock [Line Items] | |
Shares | 12,223 |
Exercise price (in dollars per share) | $ / shares | $ 0.01 |
SVB Warrant | |
Class of Stock [Line Items] | |
Shares | 43 |
Exercise price (in dollars per share) | $ / shares | $ 3.45 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jul. 25, 2021 | Jul. 24, 2020 | Jan. 01, 2018 | |
Class of Stock [Line Items] | ||||||
Change in fair value of warrants | $ 11 | $ 854 | ||||
Warrant liabilities | 0 | $ 11 | ||||
Level 3 | Warrants | ||||||
Class of Stock [Line Items] | ||||||
Issuance of Warrants | 0 | $ 11 | ||||
2020 Warrants | Warrants | ||||||
Class of Stock [Line Items] | ||||||
Issuance of Warrants | $ 62,500 | |||||
Change in fair value of warrants | 700 | |||||
2020 Warrants | Level 3 | Warrants | ||||||
Class of Stock [Line Items] | ||||||
Warrant liabilities | $ 36,000 | |||||
2018 Warrants | Level 3 | Warrants | ||||||
Class of Stock [Line Items] | ||||||
Issuance of Warrants | $ 18,200 | |||||
Change in fair value of warrants | $ 100 | $ 200 |
Warrants - Fair Value Warrant L
Warrants - Fair Value Warrant Liability Assumptions (Details) | Mar. 31, 2022$ / sharesfloor | Dec. 31, 2021floor$ / shares | Jul. 25, 2021$ / shares |
Stock price | Warrants | 2020 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | $ / shares | 2.04 | ||
Stock price | Warrants | 2018 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | $ / shares | 1.25 | 1.16 | |
Volatility | Minimum | 2018 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | floor | 0.500 | 0.500 | |
Volatility | Maximum | 2018 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | floor | 0.598 | 0.799 | |
Volatility | Warrants | 2020 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | 0.962 | ||
Remaining term (in years) | Warrants | 2020 Warrants | |||
Class of Stock [Line Items] | |||
Warrants and rights outstanding, term | 3 years | ||
Remaining term (in years) | Warrants | 2018 Warrants | |||
Class of Stock [Line Items] | |||
Warrants and rights outstanding, term | 9 months 18 days | 1 year | |
Expected dividend yield | Warrants | 2020 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | 0 | ||
Expected dividend yield | Warrants | 2018 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | 0 | 0 | |
Risk-free rate | Warrants | 2020 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | 0.0038 | ||
Risk-free rate | Warrants | 2018 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | 0.0139 | 0.0041 | |
Acquisition event probability | Warrants | 2020 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | 0.350 | ||
Acquisition event probability | Warrants | 2018 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | 0.113 | 0.146 |
Employee benefit plans - Narrat
Employee benefit plans - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares reserved for future issuance | 100 | |
Equity Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 5,295 | 3,743 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 3.93 | $ 5.18 |
Outstanding at the end of the period (in dollars) | $ 233 | |
Granted (in shares) | 1,661 | |
Granted (in dollars per share) | $ 1.11 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | (109) | |
Canceled (in dollars per share) | $ 4.06 | |
Outstanding at the beginning/end of the period | 8 years 3 months 18 days | |
Exercisable at the end of the period (in shares) | 1,722 | |
Exercisable at the end of the period (in dollars per share) | $ 7.91 | |
Exercisable at the end of the period | 6 years 9 months 18 days | |
Exercisable at the end of the period (in dollars) | $ 0 | |
Amended and Restated 2014 Equity Incentive Plan | ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares reserved for future issuance | 800 | |
Expiration period (in years) | 10 years | |
Award vesting period (in years) | 4 years |
Employee benefit plans - Stock
Employee benefit plans - Stock based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock Based Compensation Expense | ||
Total stock-based compensation expense | $ 901 | $ 580 |
Research and development | ||
Stock Based Compensation Expense | ||
Total stock-based compensation expense | 372 | 258 |
General and administrative | ||
Stock Based Compensation Expense | ||
Total stock-based compensation expense | $ 529 | $ 322 |
Employee benefit plans - Stoc_2
Employee benefit plans - Stock option activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Equity Option | |
Shares | |
Outstanding at the beginning of the period (in shares) | 3,743 |
Granted (in shares) | 1,661 |
Canceled (in shares) | (109) |
Outstanding at the end of the period (in shares) | 5,295 |
Exercisable at the end of the period (in shares) | 1,722 |
Weighted Average Exercise Price | |
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 5.18 |
Granted (in dollars per share) | $ / shares | 1.11 |
Canceled (in dollars per share) | $ / shares | 4.06 |
Outstanding at the end of the period (in dollars per share) | $ / shares | 3.93 |
Exercisable at the end of the period (in dollars per share) | $ / shares | $ 7.91 |
Weighted Average Remaining Contractual Term (in years) | |
Outstanding at the beginning/end of the period | 8 years 3 months 18 days |
Exercisable at the end of the period | 6 years 9 months 18 days |
Aggregate Intrinsic Value | |
Outstanding at the end of the period (in dollars) | $ | $ 233 |
Exercisable at the end of the period (in dollars) | $ | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |
Granted (in shares) | 1,661 |
Restricted Stock Units (RSUs) | |
Shares | |
Granted (in shares) | 790 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance (in shares) | 2,245 |
Granted (in shares) | 790 |
Vested (in shares) | (155) |
Forfeited/cancelled, Shares | (69) |
Ending Balance (in shares) | 2,811 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning Balance, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 2.43 |
Granted, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 1.11 |
Vested, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 2.93 |
Forfeited/cancelled, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 2.66 |
Ending Balance, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 2.03 |
Net loss per share - Schedule o
Net loss per share - Schedule of earnings per share, basic and diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (15,978) | $ (11,983) |
Preferred Stock Dividends and Other Adjustments | 0 | 673 |
Net Income (Loss) Available to Common Stockholders, Basic, Total | $ (15,978) | $ (12,656) |
Weighted average common stock outstanding - basic (in shares) | 71,120 | 66,158 |
Dilutive effect of shares of common stock equivalents (in shares) | 0 | 8,062 |
Weighted average common stock outstanding - Diluted (in shares) | 71,120 | 74,220 |
Basic (in dollars per share) | $ (0.22) | $ (0.18) |
Diluted (in dollars per share) | $ (0.22) | $ (0.17) |
Net loss per share - Attributab
Net loss per share - Attributable to common stockholders (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 46,353 | 10,907 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 38,247 | 4,634 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,811 | 2,434 |
Equity Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,295 | 3,839 |
Other Income and Expenses (Deta
Other Income and Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Other income (expense): | ||
Change in fair value of warrants | $ 11 | $ 854 |
Interest expense, net | (231) | (279) |
Other income (expense) | 15 | (136) |
Other income (expense) | $ (205) | $ 439 |
Subsequent Events (Details)
Subsequent Events (Details) - Employee Severance - 2022 Restructuring Plan - Subsequent event $ in Millions | Apr. 28, 2022USD ($) |
Subsequent Event [Line Items] | |
Number of positions eliminated in the period, percent | 65.00% |
Expected restructuring costs | $ 4 |