Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 22, 2022 | Jun. 30, 2021 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39580 | ||
Entity Registrant Name | IMMUNOME, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 77-0694340 | ||
Entity Address, Address Line One | 665 Stockton Drive | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | Exton | ||
Entity Address State Or Province | PA | ||
Entity Address, Postal Zip Code | 19341 | ||
City Area Code | 610 | ||
Local Phone Number | 321-3700 | ||
Title of 12(b) Security | Common Stock, $0.0001 Par Value | ||
Trading Symbol | IMNM | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 182.3 | ||
Entity Common Stock, Shares Outstanding | 12,127,385 | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Firm ID | 34 | ||
Auditor Location | Philadelphia, Pennsylvania | ||
Entity Central Index Key | 0001472012 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Balance sheets
Balance sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 49,229 | $ 39,766 |
Prepaid expenses and other current assets | 7,409 | 3,128 |
Total current assets | 56,638 | 42,894 |
Property and equipment, net | 855 | 1,531 |
Restricted cash | 100 | 100 |
Deferred offering costs | 332 | |
Total assets | 57,925 | 44,525 |
Current liabilities: | ||
Accounts payable | 3,077 | 1,187 |
Accrued expenses and other current liabilities | 6,651 | 1,372 |
Current portion of long-term debt | 366 | |
Current portion of equipment loan payable | 113 | |
Total current liabilities | 9,728 | 3,038 |
Long-term debt, net of current portion | 134 | |
Deferred rent | 12 | 8 |
Total liabilities | 9,740 | 3,180 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued or outstanding at December 31, 2021 and December 31, 2020 | ||
Common stock, $0.0001 par value; 200,000,000 shares authorized; 12,110,373 shares issued and outstanding at December 31, 2021 and 10,634,245 shares issued and outstanding at December 31, 2020 | 1 | 1 |
Additional paid-in capital | 127,289 | 95,738 |
Accumulated deficit | (79,105) | (54,394) |
Total stockholders' equity (deficit) | 48,185 | 41,345 |
Total liabilities, convertible preferred stock, and stockholders' equity (deficit) | $ 57,925 | $ 44,525 |
Balance sheets (Parentheticals)
Balance sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Balance sheets | ||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 12,110,373 | 10,634,245 |
Common stock, shares outstanding (in shares) | 12,110,373 | 10,634,245 |
Statements of operations
Statements of operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 14,110 | $ 7,486 |
General and administrative | 11,094 | 4,775 |
Total operating expenses | 25,204 | 12,261 |
Loss from operations | (25,204) | (12,261) |
Other income (expenses): | ||
Change in fair value of warrant liability | (5,538) | |
Other income | 503 | |
Interest expense, net | (10) | (38) |
Total other expenses | 493 | (5,576) |
Net loss | $ (24,711) | $ (17,837) |
Per share information: | ||
Net loss per share of common stock, Basic | $ (2.14) | $ (5.26) |
Net loss per share of common stock, Diluted | $ (2.14) | $ (5.26) |
Weighted average shares of common stock outstanding, Basic | 11,538,668 | 3,389,592 |
Weighted average shares of common stock outstanding, Diluted | 11,538,668 | 3,389,592 |
Statements of changes in conver
Statements of changes in convertible preferred stock and stockholders' equity (deficit) - USD ($) $ in Thousands | Series A Preferred StockPreferred Stock. | Common stock | Additional paid-in capital | Accumulated deficit | Total |
Balance at Dec. 31, 2019 | $ 927 | $ (36,557) | $ (35,630) | ||
Balance (shares) at Dec. 31, 2019 | 1,099,270 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Conversion of Series A convertible preferred stock upon IPO | $ 1 | 48,368 | 48,369 | ||
Conversion of Series A convertible preferred stock upon IPO (shares) | 5,670,184 | ||||
Share-based compensation expense | 621 | 621 | |||
Sale of common stock in connection with IPO | 38,742 | 38,742 | |||
Sale of common stock in connection with IPO (shares) | 3,737,500 | ||||
Exercise of common stock warrants | 7,060 | 7,060 | |||
Exercise of stock options | 20 | 20 | |||
Exercise of stock options (shares) | 127,291 | ||||
Net loss | (17,837) | (17,837) | |||
Balance at Dec. 31, 2020 | $ 1 | 95,738 | (54,394) | 41,345 | |
Balance (shares) at Dec. 31, 2020 | 10,634,245 | ||||
Balance at Dec. 31, 2019 | $ 38,894 | ||||
Balance (shares) at Dec. 31, 2019 | 4,443,259 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Sale of Series A convertible preferred stock and warrants | $ 9,475 | ||||
Sale of Series A convertible preferred stock and warrants (shares) | 1,226,925 | ||||
Conversion of Series A convertible preferred stock upon IPO | $ (48,369) | ||||
Conversion of Series A convertible preferred stock upon IPO (in shares) | (5,670,184) | ||||
Sale of common stock and common stock warrants | 26,666 | 26,666 | |||
Sale of common stock and common stock warrants, shares | 1,014,115 | ||||
Share-based compensation expense | 3,448 | 3,448 | |||
Exercise of common stock warrants | 1,338 | 1,338 | |||
Exercise of common stock warrants (shares) | 200,979 | ||||
Exercise of stock options and vesting of restricted stock | 99 | 99 | |||
Exercise of stock options and vesting of restricted stock | 261,034 | ||||
Net loss | (24,711) | (24,711) | |||
Balance at Dec. 31, 2021 | $ 1 | $ 127,289 | $ (79,105) | $ 48,185 | |
Balance (shares) at Dec. 31, 2021 | 12,110,373 |
Statements of changes in conv_2
Statements of changes in convertible preferred stock and stockholders' equity (deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Common stock and common stock warrants offering costs | $ 559 | $ 6,108 |
Payments of Stock Issuance Costs | 49 | |
Series A Preferred Stock | ||
Fair Value | 1,522 | |
Convertible Preferred stock Issuance cost | $ 49 | |
Series A Preferred Stock [Member] | ||
Fair Value | $ 559 |
Statements of cash flows
Statements of cash flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (24,711) | $ (17,837) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 755 | 755 |
Share-based compensation | 3,448 | 621 |
Change in fair value of warrant liability | 5,538 | |
Deferred rent | 4 | (2) |
Forgiveness of PPP Loan | (500) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (4,281) | (2,411) |
Accounts payable | 1,780 | 504 |
Accrued expenses and other current liabilities | 5,279 | 698 |
Net cash used in operating activities | (18,226) | (12,134) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (79) | (586) |
Net cash used in investing activities | (79) | (586) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 99 | 20 |
Proceeds from exercise of common stock warrants | 1,338 | |
Proceeds from long-term debt | 500 | |
Proceeds from sale of common stock and common stock warrants | 27,225 | 44,850 |
Payment of issuance costs related to the sale of common stock and common stock warrants | (559) | (5,973) |
Proceeds from the sale of Series A convertible preferred stock | 11,046 | |
Payment of Series A convertible preferred stock issuance costs | (49) | |
Payment of equipment loan payable | (113) | (212) |
Payment of capital lease obligations | (239) | |
Payment of offering costs | (222) | |
Net cash provided by financing activities | 27,768 | 49,943 |
Net increase in cash and cash equivalents and restricted cash | 9,463 | 37,223 |
Cash and cash equivalents and restricted cash at beginning of year | 39,866 | 2,643 |
Cash and cash equivalents and restricted cash at end of year | 49,329 | 39,866 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 14 | 29 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Conversion of Series A convertible preferred stock upon IPO | 48,369 | |
Offering costs included in accounts payable | $ 110 | 135 |
Fair value of liability-classified warrants issued in connection with Series A convertible preferred stock | 1,522 | |
Conversion of liability-classified warrants upon IPO | $ 7,060 |
Nature of the business and basi
Nature of the business and basis of presentation | 12 Months Ended |
Dec. 31, 2021 | |
Nature of the business and basis of presentation | |
Nature of the business and basis of presentation | Immunome, Inc. Notes to financial statements 1. Nature of the business and basis of presentation Organization Immunome, Inc. (the Company or Immunome) was incorporated as a Pennsylvania corporation on March 2, 2006 and was converted to a Delaware corporation on December 2, 2015. The Company is a biopharmaceutical company utilizing our proprietary human memory B cell platform to discover and develop first-in-class antibody therapeutics designed to change the way diseases are currently being treated. The Company’s primary focus areas are oncology and infectious disease, including COVID-19. Since its inception, the Company has devoted substantially all its resources to research and development, raising capital, building its management team and building its intellectual property portfolio. The Company is subject to risks and uncertainties common to early-stage companies in the biopharmaceutical industry including, but not limited to, risks associated with the successful research, development and manufacturing of product candidates, uncertain results of preclinical and clinical testing, development by competitors of new technological innovations, dependence on key personnel and third-party vendors, protection of proprietary technology, compliance with government regulations, regulatory approval of product candidates and the ability to secure additional capital to fund operations. Liquidity The Company has incurred net losses since inception, including net losses of $24.7 million and $17.8 million for the years ended December 31, 2021 and 2020, respectively, and it expects to generate losses from operations for the foreseeable future primarily due to research and development costs for its potential product candidates. As of December 31, 2021 and 2020, the Company had an accumulated deficit of $79.1 million and $54.4 million, respectively. The Company expects to generate operating losses and negative operating cash flows for the foreseeable future. On The Company expects that its cash as of December 31, 2021 will be sufficient to fund its operations for at least 12 months from the filing date of this Annual Report on Form 10-K. Beyond that date, the Company will need additional financing to support its continuing operations and pursue its growth strategy. If the Company cannot obtain the necessary funding, it will need to delay, scale back or eliminate some or all of its research and development programs or enter into collaborations with third parties to commercialize potential products or technologies that it might otherwise seek to develop or commercialize independently; consider other various strategic alternatives, including a merger or sale of the Company; or cease operations. If the Company engages in collaborations, it may receive lower consideration upon commercialization of such products than if it had not entered into such arrangements or if it entered into such arrangements at later stages in the product development process. Additionally, volatility in the capital markets and general economic conditions in the United States may be a significant obstacle to raising the required funds. Operations of the Company are subject to certain risks and uncertainties including various internal and external factors that will affect whether and when the Company’s product candidates become approved drugs and how significant their market share will be, some of which are outside of the Company’s control. The length of time and cost of developing and commercializing these product candidates and/or failure of them at any stage of the drug approval process will materially affect the Company’s financial condition and future operations. On March 11, 2020, the World Health Organization characterized the novel COVID-19 virus as a global pandemic. Although there is significant uncertainty as to the likely effects this disease may have in the future, to date, there has not yet been a significant impact to the Company’s operations or financial statements. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2021 | |
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 accordance with accounting principles generally accepted (GAAP) in the United States. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) promulgated by the Financial Accounting Standards Board (FASB). Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses. The Company bases its estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the fair value of the Company’s common stock prior to its IPO, in connection with share-based compensation arrangements, the expected volatility used to estimate fair value of common stock, services performed but not billed relating to research and development contracts, and services performed on research and development advanced payments. Estimates and assumptions are periodically reviewed in-light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from these estimates. Segment and geographic information Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker (CODM), or decision-making group, in deciding how to allocate resources and in assessing performance. The CODM is the Company’s Chief Executive Officer. The Company views its operations as and manages its business in one operating segment operating exclusively in the United States. Cash and Cash Equivalents Cash and cash equivalents consist of standard checking accounts and a money market account. The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Restricted cash Restricted cash represents collateral provided for a letter of credit issued as a security deposit in connection with the Company’s lease of its corporate facilities. This lease expires in 2024; at which time, the cash will be released from restriction. Restricted cash was $100,000 at both December 31, 2021 and 2020. The following table provides a reconciliation of the components of cash and cash equivalents and restricted cash reported in the Company’s balance sheets to the total of the amount presented in the statements of cash flows: (in thousands) December 31, 2021 December 31, 2020 Cash and cash equivalents $ 49,229 $ 39,766 Restricted cash 100 100 $ 49,329 $ 39,866 Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality, and the Company has not experienced any losses on these deposits. Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Asset category Estimates useful life Lab equipment 5 years Leasehold improvements Lesser of lease term or 5 years Computer equipment 3 years Office equipment 5 years Furniture and fixtures 5 years Expenditures for repairs and maintenance of assets are charged to expense as incurred, while major betterments are capitalized. Upon retirement or sale, the cost and related accumulated depreciation and amortization of assets disposed of are removed from the accounts and any resulting gain or loss is included in the statements of operations. Impairment of long-lived assets The Company evaluates its long-lived assets, which consist primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairment losses recognized during the years ended December 31, 2021 and 2020. Equity issuance costs The Company capitalizes costs that are directly associated with in-process equity financings until such financings are consummated, at which time such costs are recorded against the gross proceeds from the applicable financing. If a financing is abandoned, deferred offering costs are expensed. As of December 31, 2021, there was $0.3 million of deferred offering costs in connection with the Company’s shelf registration statement, and there were no deferred offering costs as of December 31, 2020. Government contract funding The Company accounts for amounts received under its U.S. Department of Defense (DoD) expense reimbursement contract as contra-research and development expenses in the statements of operations. Warrant liability The Company issued warrants to purchase shares of Series A convertible preferred stock in connection with the June 2020 Series A convertible preferred stock sale. The warrants were initially classified as a liability on the balance sheet at September 30, 2020 as the underlying Series A convertible preferred stock was contingently redeemable and outside of the Company’s control (see Note 10, Common stock and convertible preferred stock). The fair value of the warrants on the date of issuance was recorded as a reduction of the carrying value of the Series A convertible preferred stock and as a long-term liability in the balance sheets. The warrants were subsequently remeasured to fair value at each balance sheet date with changes in the fair value of the warrants recognized as other income or expense in the statements of operations. The change in fair value of the warrants during the year ended December 31, 2020 was $5.5 million. Upon completion of the IPO on October 6, 2020, the warrants became exercisable for shares of the Company’s common stock and were reclassified to additional paid-in capital upon the consummation of the IPO. The Company used the Black-Scholes option pricing model, which incorporated assumptions and estimates, to value the Series A convertible preferred stock warrants until the conversion of the Series A Preferred to stockholders’ equity in October 2020. Estimates and assumptions impacting the fair value measurement of the warrants included the fair value per share of the underlying Series A convertible preferred stock, the remaining contractual term of the warrants, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying Series A convertible preferred stock. The Company historically determined the fair value per share of the underlying Series A convertible preferred stock by taking into consideration the most recent sales of its Series A convertible preferred stock, results obtained from third party valuations and additional factors that were deemed relevant. The Company historically had been a private company and lacked company-specific historical and implied volatility information of its stock. Therefore, it estimated the expected stock volatility based on the historical volatility of publicly traded peer companies for a term equal to the remaining contractual term of the warrants at the time. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining contractual term of the warrants. Expected dividend yield was determined based upon the Company’s history of not paying cash dividends and its expectation that it will not pay any cash dividends in the foreseeable future. Research and development costs Research and development costs are charged to expense as incurred. Research and development costs consist of costs incurred in performing research and development activities, including salaries and bonuses, share-based compensation, employee benefits, facilities costs, laboratory supplies, depreciation and amortization, preclinical expenses, consulting and other contracted services. Additionally, under the terms of the license agreements, the Company is obligated to make future payments should certain development and regulatory milestones be achieved. No such costs have been incurred for the years ended December 31, 2021 and 2020. Costs for certain research and development activities are recognized based on the terms of the individual arrangements, which may differ from the timing of receipt of invoices and payment of invoices, and are reflected in the financial statements as a prepaid or accrued expense. Share-based compensation The Company’s share-based compensation program allows for grants of stock options and restricted stock awards. Grants are awarded to employees and non-employees, including directors. The Company accounts for its share-based compensation awards granted to employees and nonemployees based on the estimated fair value on the date of grant and recognized compensation expense of those awards over the requisite service period, which is the vesting period of the respective award. The Company accounts for forfeitures as they occur. For share-based awards with service-based vesting conditions, the Company recognized compensation expense on a straight-line basis over the service period. The Company classified share-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. The Company estimates the fair value of options granted using the Black-Scholes option pricing model for stock option grants to both employees and non-employees. The Black-Scholes option pricing model 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 the 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 biopharmaceutical industry focus. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The Company uses the simplified method to calculate the expected term for options granted to employees and non-employees whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the 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. In determining the exercise prices for options granted, the Company has considered the estimated fair value of the common stock as of the measurement date. Prior to the IPO, the estimated fair value of the common stock had been determined at each grant date based upon a variety of factors, including the illiquid nature of the common stock, the effect of the rights and preferences of the preferred stockholders, and the prospects of a liquidity event. Among other factors were the Company’s financial position and historical financial performance, the status of technological developments within the Company’s research, the composition and ability of the current research and management team, an evaluation or benchmark of the Company’s competition, and the current business climate in the marketplace. Significant changes to the key assumptions underlying the factors used could have resulted in different fair values of common stock at each valuation date. Following the closing of the IPO, the fair value of common stock was the closing price of the Company's common stock on the Nasdaq Global Market as reported on the date of the grant. Patent costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the accompanying statements of operations. Rent expense The Company’s real estate operating lease provides for scheduled annual rent increases throughout the lease term. The Company recognizes the effects of the scheduled rent increases on a straight-line basis over the full term of the lease. Income taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s financial statements and tax returns. Deferred tax assets and liabilities are determined based upon the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards, using enacted tax rates expected to be in effect in the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that these assets may not be realized. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, none of the benefit attributable to the position is recognized. The tax benefit to be recognized for any tax position that meets the more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. Fair value of financial instruments ASC Topic 820, Fair Value Measurement ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves. ● Level 3: Unobservable inputs for the asset or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgement. Accordingly, the degree of judgement exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Cash and cash equivalents are Level 1 assets for the years ended December 31, 2021 and 2020. Net loss per share The Company follows the two-class method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net loss per share of common stock is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share of common stock is computed by adjusting net loss to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share of common stock is computed by dividing the diluted net loss by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. The following potentially dilutive securities as of December 31, 2021 and 2020 have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: Year ended December 31, 2021 2020 Stock options (1) 2,005,756 1,472,840 Common stock warrants (1) 1,303,112 1,035,196 3,308,868 2,508,036 (1) Represents common stock equivalents Prior to its conversion, the Company’s Series A convertible preferred stock contractually entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reported a net loss, such losses were not allocated to participating securities. In periods in which the Company reports a net loss per share of common stock, diluted net loss per share of common stock is the same as basic net loss per share of common stock since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss per share of common stock for the years ended December 31, 2021 and 2020. Recent accounting pronouncements The Jumpstart Our Business Startups Act of 2012 permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. As an emerging growth company, the Company has elected to take advantage of this extended transition period. In February 2016, the FASB issued ASC Topic 842, Leases, (Topic 842). This standard requires all entities that lease assets with terms of more than 12 months to capitalize the assets and related liabilities on the balance sheet. As the Company has elected to use the extended transition period for complying with new or revised accounting standards as available under the JOBS Act, the standard is effective for the Company beginning January 1, 2022, with early adoption permitted. The Company expects to adopt ASC 842 effective January 1, 2022 using the modified retrospective approach. The Company expects to elect the package of practical expedients available for existing contracts, which will allow us to carry forward our historical assessments of lease identification, lease classification, and initial direct costs. The Company also expects to elect a policy to not apply the recognition requirements of ASC 842 for short-term leases. The Company expects to recognize a right-of-use asset and lease liability of $0.2 million, respectively, on January 1, 2022 In November 2021, the FASB issued ASU Topic 832, Disclosures by Business Entities about Government Assistance (“Topic 832”). This standard requires disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about the types of transactions, the accounting for the transactions, and the effect of the transactions on an entity’s financial statements. The effective date of Topic 832 is for financial statements issued for annual periods beginning after December, 15 2021. The Company is currently evaluating the effect Topic 832 will have on its consolidated financial statements and related disclosures. |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid expenses and other current assets | |
Prepaid expenses and other current assets | 3. Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following: December 31, (in thousands) 2021 2020 Reimbursement receivable from DoD $ 2,674 $ 850 Prepaid insurance 2,019 1,767 Unbilled reimbursement receivable from DoD 1,638 — Research and development advance payments 586 — Other prepaids and short term deposits 492 511 $ 7,409 $ 3,128 |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property and equipment, net | |
Property and equipment, net | 4. Property and equipment, net Property and equipment consisted of the following: December 31, (in thousands) 2021 2020 Lab equipment $ 3,513 $ 3,506 Leasehold improvements 193 185 Computer equipment 156 96 Office equipment and furniture and fixtures 22 18 3,884 3,805 Less accumulated depreciation and amortization (3,029) (2,274) Property and equipment, net $ 855 $ 1,531 Depreciation and amortization expense was $0.8 million for the years ended December 31, 2021 and December 31, 2020, respectively. There were no assets under capital leases as of December 31, 2021 and 2020. |
DoD expense reimbursement contr
DoD expense reimbursement contract | 12 Months Ended |
Dec. 31, 2021 | |
DoD expense reimbursement contract | |
DoD expense reimbursement contract | 5. DoD expense reimbursement contract In July 2020, the Company entered into an Other Transaction Authority for Prototype Agreement (the OTA Agreement) with the DoD to fund the Company’s efforts in developing an antibody cocktail therapeutic to treat COVID-19. The amount of funding being made available to the Company under this expense reimbursement contract was $13.3 million. In May 2021, the Company and the DoD amended the OTA Agreement, pursuant to which the DoD award was increased from $13.3 million to $17.6 million. Under the agreement, the DoD shall pay the Company, upon submission of proper invoices, within 30 calendar days of receipt of request for payment. The Company recorded contra-research and development expense of $15.2 million and $1.7 million for the years ended December 31, 2021 and 2020, respectively, in the statements of operations. The Company had an expense reimbursement receivable balance of $2.7 million and $0.9 million due from the DoD in prepaid expenses and other current assets for the years ended December 31, 2021 and 2020, respectively, on the balance sheet. Costs that have been reimbursed by the DoD but not yet expensed by the Company are recorded as a deferred research obligation liability for the period. The Company has a deferred research obligation liability of $2.0 million and $0 million for the years ended December 31, 2021 and 2020, respectively. This amount is included in accrued expenses and other liabilities in the accompanying balance sheet. DoD reimbursable services that have been performed but not yet billed are recorded as an unbilled receivable in prepaid expenses and other current assets on the balance sheet. The Company had an unbilled receivable from the DoD of $1.6 million and $0 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company has the potential for $0.2 million of expense reimbursement under the OTA Agreement. |
Long-term debt
Long-term debt | 12 Months Ended |
Dec. 31, 2021 | |
Long-term debt | |
Long-term debt | 7. Long-term debt On April 30, 2020, the Company entered into a loan agreement with Silicon Valley Bank as the lender (Lender) for a loan in an aggregate principal amount of $0.5 million (PPP Loan) pursuant to the Paycheck Protection Program (PPP) under the Coronavirus Aid, Relief, and Economic Security Act and implemented by the U.S. Small Business Administration. The Company used the proceeds of the PPP Loan for payroll and other qualifying expenses. The entire PPP Loan was forgiven on May 21, 2021 and recognized as other income in the statement of operations. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and contingencies | |
Commitments and contingencies | 8. Commitments and contingencies Operating leases In May 2017, the Company entered into a 62-month office and laboratory space lease commencing on July 1, 2017 for approximately 11,000 square feet of space in Exton, Pennsylvania. The Company has an option to extend the lease for up to two additional five-year terms. In December 2021, the Company extended the lease for an additional eighteen-month term. The lease is subject to fixed rate escalation increases and the landlord waived the Company’s rent obligation for the first two months of the lease. Deferred rent is de minimis as of December 31, 2021 and 2020, respectively, and is being amortized as a reduction in rent expense over the term of the lease. The Company recognizes rent expense on a straight-line basis over the expected lease term. In August 2020, the Company entered into a one-year operating lease for laboratory equipment that expired in July 2021 and has fixed monthly payments of $18,000 . Future minimum lease payments for the Company’s operating leases are as follows (in thousands): Years ending December 31, Amount 2022 $ 257 2023 246 2024 63 $ 566 Rent expense for the years ended December 31, 2021 and 2020 was $0.5 million and $0.4 million, respectively. Employment agreements The Company entered into offer letter agreements (the Employment Agreements) with key personnel providing for compensation and severance in certain circumstances, as defined in the respective Employment Agreements. The Employment Agreements may be terminated by either the Company or the employees in accordance with the Employment Agreements and provide for annual pay increases and bonuses at the discretion of the Board of Directors. Employee benefit plan The Company maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code (the 401(k) Plan). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company assumes all administrative costs of the 401(k) Plan and makes matching contributions as defined in the 401(k) Plan document. The Company made matching contributions of $0.1 million to the 401(k) Plan for the years ended December 31, 2021 and 2020, respectively. Legal proceedings The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. |
Licensing arrangements
Licensing arrangements | 12 Months Ended |
Dec. 31, 2021 | |
Licensing arrangements | |
Licensing arrangements | 9. Licensing arrangements The Company has entered into various licensing agreements to further discover, develop and commercialize certain technologies and treatments. The Company may need to pay developmental and regulatory milestone payments up to approximately 2021 Patent License Agreement In June 2021, the Company entered into an exclusive worldwide patent license agreement with several Philadelphia based universities and hospitals (the Licensors) to further discover, develop and commercialize human antibodies, identified using Immunome’s human hybridoma technology, for the treatment of diseases associated with the formation of bacterial biofilms. The Licensors are eligible to receive up to $1.5 million in regulatory and developmental milestone payments and up to $0.7 million in commercial milestone payments. In addition, the Licensors are eligible to receive low single digit royalty rates for net product sales, which are subject to adjustment in the event the Company sublicenses the approved technology. Beginning in June 2022, the Company is subject to annual minimum payments to the Licensors of $20,000, which increases to $30,000 annually in June 2023 and thereafter. For the year ended December 31, 2021, the Company recorded a $0.1 million non-refundable license initiation fee that covers the attorney’s fees and all other charges associated with the preparation, filing, prosecution, and maintenance of the Patent Rights. This non-refundable license initiation fee was recorded as an operating expense on the income statement. |
Common stock and convertible pr
Common stock and convertible preferred stock | 12 Months Ended |
Dec. 31, 2021 | |
Common stock and convertible preferred stock | |
Common stock and convertible preferred stock | 10. Common stock and convertible preferred stock Common stock The holders of common stock are entitled to one vote for each share of common stock. Subject to the approval of the majority of shareholders, the holders of common stock shall be entitled to receive dividends out of funds legally available. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of common stock shall be entitled to share ratably in the remaining assets of the Company available for distribution. On October 14, 2021, the Company filed a shelf registration statement on Form S-3, which was declared effective by the SEC, pursuant to which the Company may issue from time-to-time securities with an aggregate price of up to $200.0 million. On October 1, 2021 the Company entered into a new Open Market Sale Agreement ("ATM Agreement”) with Jefferies LLC, which provides that, upon the terms and subject to the conditions and limitations in the ATM Agreement, the Company may elect, from time to time, to offer and sell shares of common stock under the registration statement having an aggregate offering price of up to $75.0 million through Jefferies acting as sales agent. The Company has not yet sold any shares under the ATM Agreement. The Company has not yet sold any shares under the ATM Agreement. On August 4, 2021, the Company entered into a consulting agreement that included a cash retainer and an equity grant. In addition, the consultant purchased 14,115 shares of common stock from the Company for $15.94 per share. On April 28, 2021, the Company sold On October 6, 2020, the Company closed the IPO in which the Company issued and sold 3,737,500 shares of its common stock at a public offering price of $12.00 per share, including 487,500 shares of the Company’s common stock sold pursuant to the underwriters’ option to purchase additional shares. The Company received net proceeds of $41.7 million after deducting underwriting discounts and commissions of $3.1 million but before deducting other offering expenses. The Company’s common stock is listed on the Nasdaq Capital Market under the trading symbol “IMNM.” On October 6, 2020, the Company filed an amended and restated certificate of incorporation to, among other things, increase the number of shares of common stock, $0.0001 par value per share, authorized for issuance to 200,000,000 and authorize the Company’s Board of Directors to issue up to 10,000,000 shares of “blank check” preferred stock, $0.0001 par value per share. Series A convertible preferred stock Prior to the IPO, all of the Company’s convertible preferred stock was classified outside of stockholders’ equity (deficit) because the shares contained certain redemption features that were not solely within the control of the Company. At the time of issuance, the redeemable convertible preferred stock was recorded at its issuance price, less issuance costs. In connection with the IPO, all of the Series A Preferred converted into 5,670,184 shares of common stock and all of the outstanding warrants to purchase convertible preferred stock converted into warrants to purchase common stock. Warrants to acquire shares of common stock At December 31, 2021 common stock warrants outstanding were as follows: Warrants Exercise Price per Share Expiration Date 803,112 $ 9.00 June 2, 2023 500,000 $ 45.00 April 28, 2024 For the year ended December 31, 2021, 148,653 warrants exercisable for $9.00 per share were exercised, and the Company received proceeds of $1.3 million and 148,653 shares of the Company’s common stock were issued. Additionally, 83,431 warrants were exercisable for $9.00 per share were exercised in cashless transactions for the year ended December 31, 2021 and 52,326 shares of the Company’s common stock were issued. |
Share-based compensation
Share-based compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based compensation | |
Share-based compensation | 11. Share-based compensation In July 2008, the Board of Directors adopted the 2008 Equity Incentive Plan ("the 2008 Plan”) which provided for the grant of qualified incentive stock options and non-qualified stock options, restricted stock or other awards to the Company’s employees, officers, directors, advisors, and outside consultants for the issuance or purchase of shares of the Company’s common stock. The 2008 Plan was replaced in July 2018 with the 2018 Equity Incentive Plan (the 2018 Plan and collectively with the 2008 Plan, the Plans). At the time that the 2008 Plan was terminated, there were 388,748 shares available for grant that were transferred to the 2018 Plan. On September 24, 2020, the 2018 Plan was terminated and replaced with the 2020 Equity Incentive Plan (2020 Plan). Additionally, the number of shares of our common stock reserved for issuance under the 2020 Plan will automatically increase on January 1 of each year, beginning on January 1, 2021 and continuing through and including January 1, 2030, by 4% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the Company’s Board of Directors. As of December 31, 2021, there were 1,372,897 shares available for future issuance under the 2020 Plan. The Company also adopted the 2020 Employee Stock Purchase Plan (ESPP Plan) on September 18, 2020 which provides for the grant of purchase rights to purchase shares of the Company’s common stock to eligible employees, as defined by the ESPP Plan. The maximum number of shares of common stock that may be issued under the ESPP Plan will not exceed 125,000 shares of common stock, plus the number of shares of common stock that are automatically added on January 1 of each calendar year for a period of up to ten years, commencing on the first January 1 following the year in which an IPO occurs and ending on, and including, January 1, 2030, in an amount equal to the lesser of (i) 1% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, and (ii) 1,000,000 shares of common stock. No shares of common stock have been issued under the ESPP Plan as of December 31, 2021. The 2020 Plan and the ESPP Plan are administered by the Board of Directors subject to the Board’s right to delegate to a committee. The exercise prices, vesting and other restrictions are determined at the discretion of the Board of Directors. Stock options awarded under the Plans and the 2020 Plan generally expire 10 years after the grant date unless the Board of Directors sets a shorter term. Vesting periods for awards under the Plans and the 2020 Plan are determined at the discretion of the Board of Directors. Stock options granted to employees, officers, members of the Board of Directors and consultants of the Company typically vest over one Share-based compensation expense recorded as research and development and general and administrative expenses in the statements of operations is as follows (in thousands): Year Ended December 31, In thousands) 2021 2020 General and administrative $ 2,071 $ 441 Research and development 1,377 180 $ 3,448 $ 621 Unrecognized compensation cost related to unvested options was $13.3 million as of December 31, 2021 and will be recognized over an estimated weighted average period of 3.4 years. Stock options The weighted average assumptions used in the Black-Scholes option-pricing model for stock options granted were: Year ended December 31, 2021 2020 Expected volatility 83.0 % 83.0 % Risk-free interest rate 1.0 % 0.6 % Expected term (in years) 6.0 6.1 Expected dividend yield — — Fair value of common stock $ 23.04 $ 5.30 A summary of option activity under the Plans and the 2020 Plan during the year ended December 31, 2021 is as follows: Weighted Weighted average average remaining Number of exercise price contractual shares per share term (years) Outstanding at January 1, 2021 1,472,840 $ 3.14 8.51 Granted 803,481 $ 23.04 9.25 Forfeited (23,031) $ 19.88 — Exercised (247,534) $ 0.40 5.21 Outstanding at December 31, 2021 2,005,756 $ 11.26 8.50 Exercisable at December 31, 2021 659,478 $ 3.14 7.60 Vested or expected to vest at December 31, 2021 2,005,756 $ 11.26 8.50 The weighted-average grant date fair value per share of stock options granted during the years ended December 31, 2021 and 2020 was $16.49 and $3.71, respectively. The aggregate intrinsic value of stock options exercised during the year ended December In August 2020, the Company granted a total of 92,169 stock options to two of its officers, which option awards included both performance-based and service-based vesting conditions. These option awards were subsequently modified in September 2020 to eliminate the performance-based criteria. As a result of the modification, only service-based vesting conditions remained. All other terms and conditions of these option awards remain unchanged. Since the performance condition was not considered probable of being achieved prior to the modification, no share-based compensation expense was recorded prior to the modification. At the time of the modification, the fair value of these options awards was recalculated at $8.69 per option. Restricted Stock Awards During August 2021, the Company granted 13,500 fully vested shares of common stock to a consultant in exchange for various strategic and advisory services. The Company recorded stock-based compensation expense of $0.2 million for the year ended December 31, 2021 related to shares granted. No such transaction occurred for the year ended December 31, 2020. As of December 31, 2021, there was no unvested portion of the restricted stock award as all shares were fully vested upon grant. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income taxes | |
Income taxes | 12. Income taxes A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: Year ended December 31, 2021 2020 Federal tax benefit at statutory rate 21.0 % 21.0 % State tax, net of federal benefit 8.0 5.8 Research and development credits 2.4 0.9 Permanent differences 0.3 (6.8) Change in valuation allowance (31.7) (20.9) — % — % The components of the Company’s deferred taxes are as follows (in thousands): December 31, (in thousands) 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 19,925 $ 13,693 Research and development credits 2,157 1,560 Share-based compensation 886 82 Accrued bonus 331 201 Amortization 1 2 Gross deferred tax assets 23,300 15,538 Less: valuation allowance (23,255) (15,435) Net deferred tax asset 45 103 Deferred tax liability Depreciation (45) (103) Total deferred tax liabilities $ — $ — The Company had no income tax expense due to the operating loss incurred for the years ended December 31, 2021 and 2020. Management has evaluated the positive and negative evidence bearing upon the realizability of the Company’s net deferred tax assets and has determined that it is more likely than not that the Company will not recognize the benefits of the net deferred tax assets. As a result, the Company has recorded a full valuation allowance at December 31, 2021 and 2020. The valuation allowance increased by $7.8 million and $3.7 million in 2021 and 2020, respectively, due to the increase in deferred tax assets, primarily due to net operating loss carryforwards, and research and development tax credits, and deductible accrued expenses. Realization of the future tax benefits is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s ownership, including a sale of the Company or significant changes in ownership due to sales of equity, may have limited, or may limit in the future, the amount of net operating loss and other attributes including research and development credit carry forwards which could be used annually to offset future taxable income. Utilization of the net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 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 net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. The Company has not currently completed an evaluation of ownership changes through December 31, 2021 to assess whether utilization of the Company’s net operating loss or research and development credit carryforwards would be subject to an annual limitation under Sections 382 and 383. To the extent an ownership change occurs in the future, the net operating loss and credit carryforwards may be subject to limitation. Further, until a study is completed and any limitation is known, no amounts are being presented as an uncertain tax position. As a result, the Company is not able to estimate the effect of the change in control, if any, on the Company’s ability to utilize net operating loss and research and development credit carryforwards in the future. The Company has not yet conducted a study of its research and development credit carryforwards. This study may result in an increase or decrease to the Company’s credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s credits, and if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. As a result, there would be no impact to the Company’s financial statements. As of December 31, 2021, the Company had $68.8 million of federal and $69.2 million of state net operating loss carryforwards. As of December 31, 2020, the Company had $47.3 million of federal and $47.7 million of state net operating loss carryforwards. If not utilized, the federal and state net operating loss carryforwards expire starting in 2027. Included in the federal net operating loss carryforwards are $51.8 million of net operating loss generated from 2018 to 2021 that will not expire and are limited to offset 80% of our taxable income for years beginning after December 31, 2020. Certain federal and state net operating loss carryforwards expire at various dates through 2040. As of December 31, 2021, we had cumulative federal R&D tax credits of $2.0 million. These tax credit carryforwards will expire at various dates through 2040. As of December 31, 2021 and 2020, the Company had no uncertain tax positions. The Company recognizes both interest and penalties associated with unrecognized tax benefits as a component of income tax expense. The Company has not recorded any interest or penalties for unrecognized tax benefits since its inception. The Company filed income tax returns in the United States and Pennsylvania in all tax years since inception. The tax years 2016 and beyond |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related party transactions | |
Related party transactions | 13. Related party transactions License agreements The Company has entered into license agreements with shareholders of the Company (see Note 9, Licensing Arrangements). Expenses with these related parties during the years ended December 31, 2021 and 2020 were approximately $0.4 million and $0.1 million, respectively. Amounts owed to these related parties were approximately $0.1 million and $0 as of December 31, 2021 and 2020, respectively. Broadband services agreement In November 2015, the Company entered into a management services agreement (MSA) with BCM Advisory Partners LLC and Broadband Capital Partners LLC (collectively Broadband Capital). Certain directors of the Company are principals of Broadband Capital. Under the Broadband MSA, the Company engages Broadband Capital as a consultant for advice in connection with senior management matters related to the Company’s business, administration and policies in exchange for a cash fee to Broadband Capital of $20,000 per month. The Broadband MSA was amended and/or restated in July 2016, January 2017, June 2018, March 2020 and August 2020. In June 2021, the Company extended the Broadband MSA to continue through June 2022. The Company recorded $0.2 million and $0.2 million during the years ended December 31, 2021 and 2020, respectively, related to the Broadband MSA, which is included in general and administrative expenses in the statements of operations. There were no amounts due to Broadband Capital as of December 31, 2021 and 2020. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of significant accounting policies | |
Basis of presentation | Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted (GAAP) in the United States. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) promulgated by the Financial Accounting Standards Board (FASB). |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses. The Company bases its estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the fair value of the Company’s common stock prior to its IPO, in connection with share-based compensation arrangements, the expected volatility used to estimate fair value of common stock, services performed but not billed relating to research and development contracts, and services performed on research and development advanced payments. Estimates and assumptions are periodically reviewed in-light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from these estimates. |
Segment and geographic information | Segment and geographic information Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker (CODM), or decision-making group, in deciding how to allocate resources and in assessing performance. The CODM is the Company’s Chief Executive Officer. The Company views its operations as and manages its business in one operating segment operating exclusively in the United States. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of standard checking accounts and a money market account. The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. |
Restricted Cash | Restricted cash Restricted cash represents collateral provided for a letter of credit issued as a security deposit in connection with the Company’s lease of its corporate facilities. This lease expires in 2024; at which time, the cash will be released from restriction. Restricted cash was $100,000 at both December 31, 2021 and 2020. The following table provides a reconciliation of the components of cash and cash equivalents and restricted cash reported in the Company’s balance sheets to the total of the amount presented in the statements of cash flows: (in thousands) December 31, 2021 December 31, 2020 Cash and cash equivalents $ 49,229 $ 39,766 Restricted cash 100 100 $ 49,329 $ 39,866 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. Periodically, the Company may maintain deposits in financial institutions in excess of government insured limits. Management believes that the Company is not exposed to significant credit risk as the Company’s deposits are held at financial institutions that management believes to be of high credit quality, and the Company has not experienced any losses on these deposits. |
Property and Equipment | Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Asset category Estimates useful life Lab equipment 5 years Leasehold improvements Lesser of lease term or 5 years Computer equipment 3 years Office equipment 5 years Furniture and fixtures 5 years Expenditures for repairs and maintenance of assets are charged to expense as incurred, while major betterments are capitalized. Upon retirement or sale, the cost and related accumulated depreciation and amortization of assets disposed of are removed from the accounts and any resulting gain or loss is included in the statements of operations. |
Impairment of long-lived assets | Impairment of long-lived assets The Company evaluates its long-lived assets, which consist primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairment losses recognized during the years ended December 31, 2021 and 2020. |
Equity issuance costs | Equity issuance costs The Company capitalizes costs that are directly associated with in-process equity financings until such financings are consummated, at which time such costs are recorded against the gross proceeds from the applicable financing. If a financing is abandoned, deferred offering costs are expensed. As of December 31, 2021, there was $0.3 million of deferred offering costs in connection with the Company’s shelf registration statement, and there were no deferred offering costs as of December 31, 2020. |
Government contract funding | Government contract funding The Company accounts for amounts received under its U.S. Department of Defense (DoD) expense reimbursement contract as contra-research and development expenses in the statements of operations. |
Warrant liability | Warrant liability The Company issued warrants to purchase shares of Series A convertible preferred stock in connection with the June 2020 Series A convertible preferred stock sale. The warrants were initially classified as a liability on the balance sheet at September 30, 2020 as the underlying Series A convertible preferred stock was contingently redeemable and outside of the Company’s control (see Note 10, Common stock and convertible preferred stock). The fair value of the warrants on the date of issuance was recorded as a reduction of the carrying value of the Series A convertible preferred stock and as a long-term liability in the balance sheets. The warrants were subsequently remeasured to fair value at each balance sheet date with changes in the fair value of the warrants recognized as other income or expense in the statements of operations. The change in fair value of the warrants during the year ended December 31, 2020 was $5.5 million. Upon completion of the IPO on October 6, 2020, the warrants became exercisable for shares of the Company’s common stock and were reclassified to additional paid-in capital upon the consummation of the IPO. The Company used the Black-Scholes option pricing model, which incorporated assumptions and estimates, to value the Series A convertible preferred stock warrants until the conversion of the Series A Preferred to stockholders’ equity in October 2020. Estimates and assumptions impacting the fair value measurement of the warrants included the fair value per share of the underlying Series A convertible preferred stock, the remaining contractual term of the warrants, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying Series A convertible preferred stock. The Company historically determined the fair value per share of the underlying Series A convertible preferred stock by taking into consideration the most recent sales of its Series A convertible preferred stock, results obtained from third party valuations and additional factors that were deemed relevant. The Company historically had been a private company and lacked company-specific historical and implied volatility information of its stock. Therefore, it estimated the expected stock volatility based on the historical volatility of publicly traded peer companies for a term equal to the remaining contractual term of the warrants at the time. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining contractual term of the warrants. Expected dividend yield was determined based upon the Company’s history of not paying cash dividends and its expectation that it will not pay any cash dividends in the foreseeable future. |
Research and development costs | Research and development costs Research and development costs are charged to expense as incurred. Research and development costs consist of costs incurred in performing research and development activities, including salaries and bonuses, share-based compensation, employee benefits, facilities costs, laboratory supplies, depreciation and amortization, preclinical expenses, consulting and other contracted services. Additionally, under the terms of the license agreements, the Company is obligated to make future payments should certain development and regulatory milestones be achieved. No such costs have been incurred for the years ended December 31, 2021 and 2020. Costs for certain research and development activities are recognized based on the terms of the individual arrangements, which may differ from the timing of receipt of invoices and payment of invoices, and are reflected in the financial statements as a prepaid or accrued expense. |
Share-based compensation | Share-based compensation The Company’s share-based compensation program allows for grants of stock options and restricted stock awards. Grants are awarded to employees and non-employees, including directors. The Company accounts for its share-based compensation awards granted to employees and nonemployees based on the estimated fair value on the date of grant and recognized compensation expense of those awards over the requisite service period, which is the vesting period of the respective award. The Company accounts for forfeitures as they occur. For share-based awards with service-based vesting conditions, the Company recognized compensation expense on a straight-line basis over the service period. The Company classified share-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. The Company estimates the fair value of options granted using the Black-Scholes option pricing model for stock option grants to both employees and non-employees. The Black-Scholes option pricing model 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 the 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 biopharmaceutical industry focus. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The Company uses the simplified method to calculate the expected term for options granted to employees and non-employees whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the 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. In determining the exercise prices for options granted, the Company has considered the estimated fair value of the common stock as of the measurement date. Prior to the IPO, the estimated fair value of the common stock had been determined at each grant date based upon a variety of factors, including the illiquid nature of the common stock, the effect of the rights and preferences of the preferred stockholders, and the prospects of a liquidity event. Among other factors were the Company’s financial position and historical financial performance, the status of technological developments within the Company’s research, the composition and ability of the current research and management team, an evaluation or benchmark of the Company’s competition, and the current business climate in the marketplace. Significant changes to the key assumptions underlying the factors used could have resulted in different fair values of common stock at each valuation date. Following the closing of the IPO, the fair value of common stock was the closing price of the Company's common stock on the Nasdaq Global Market as reported on the date of the grant. |
Patent costs | Patent costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the accompanying statements of operations. |
Rent expense | Rent expense The Company’s real estate operating lease provides for scheduled annual rent increases throughout the lease term. The Company recognizes the effects of the scheduled rent increases on a straight-line basis over the full term of the lease. |
Income Taxes | Income taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s financial statements and tax returns. Deferred tax assets and liabilities are determined based upon the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards, using enacted tax rates expected to be in effect in the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that these assets may not be realized. The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, none of the benefit attributable to the position is recognized. The tax benefit to be recognized for any tax position that meets the more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. |
Fair value of financial instruments | Fair value of financial instruments ASC Topic 820, Fair Value Measurement ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves. ● Level 3: Unobservable inputs for the asset or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgement. Accordingly, the degree of judgement exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Cash and cash equivalents are Level 1 assets for the years ended December 31, 2021 and 2020. |
Net loss per share | Net loss per share The Company follows the two-class method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net loss per share of common stock is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share of common stock is computed by adjusting net loss to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share of common stock is computed by dividing the diluted net loss by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. The following potentially dilutive securities as of December 31, 2021 and 2020 have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: Year ended December 31, 2021 2020 Stock options (1) 2,005,756 1,472,840 Common stock warrants (1) 1,303,112 1,035,196 3,308,868 2,508,036 (1) Represents common stock equivalents Prior to its conversion, the Company’s Series A convertible preferred stock contractually entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reported a net loss, such losses were not allocated to participating securities. In periods in which the Company reports a net loss per share of common stock, diluted net loss per share of common stock is the same as basic net loss per share of common stock since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss per share of common stock for the years ended December 31, 2021 and 2020. |
Recent Accounting Pronouncements | Recent accounting pronouncements The Jumpstart Our Business Startups Act of 2012 permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. As an emerging growth company, the Company has elected to take advantage of this extended transition period. In February 2016, the FASB issued ASC Topic 842, Leases, (Topic 842). This standard requires all entities that lease assets with terms of more than 12 months to capitalize the assets and related liabilities on the balance sheet. As the Company has elected to use the extended transition period for complying with new or revised accounting standards as available under the JOBS Act, the standard is effective for the Company beginning January 1, 2022, with early adoption permitted. The Company expects to adopt ASC 842 effective January 1, 2022 using the modified retrospective approach. The Company expects to elect the package of practical expedients available for existing contracts, which will allow us to carry forward our historical assessments of lease identification, lease classification, and initial direct costs. The Company also expects to elect a policy to not apply the recognition requirements of ASC 842 for short-term leases. The Company expects to recognize a right-of-use asset and lease liability of $0.2 million, respectively, on January 1, 2022 In November 2021, the FASB issued ASU Topic 832, Disclosures by Business Entities about Government Assistance (“Topic 832”). This standard requires disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about the types of transactions, the accounting for the transactions, and the effect of the transactions on an entity’s financial statements. The effective date of Topic 832 is for financial statements issued for annual periods beginning after December, 15 2021. The Company is currently evaluating the effect Topic 832 will have on its consolidated financial statements and related disclosures. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of significant accounting policies | |
Schedule of useful lives of property and equipment | Asset category Estimates useful life Lab equipment 5 years Leasehold improvements Lesser of lease term or 5 years Computer equipment 3 years Office equipment 5 years Furniture and fixtures 5 years |
Schedule of reconciliation of the components of cash and restricted cash reported in balance sheet | (in thousands) December 31, 2021 December 31, 2020 Cash and cash equivalents $ 49,229 $ 39,766 Restricted cash 100 100 $ 49,329 $ 39,866 |
Schedule of potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive | The following potentially dilutive securities as of December 31, 2021 and 2020 have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: Year ended December 31, 2021 2020 Stock options (1) 2,005,756 1,472,840 Common stock warrants (1) 1,303,112 1,035,196 3,308,868 2,508,036 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid expenses and other current assets | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following: December 31, (in thousands) 2021 2020 Reimbursement receivable from DoD $ 2,674 $ 850 Prepaid insurance 2,019 1,767 Unbilled reimbursement receivable from DoD 1,638 — Research and development advance payments 586 — Other prepaids and short term deposits 492 511 $ 7,409 $ 3,128 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and equipment, net | |
Schedule of property and equipment | Property and equipment consisted of the following: December 31, (in thousands) 2021 2020 Lab equipment $ 3,513 $ 3,506 Leasehold improvements 193 185 Computer equipment 156 96 Office equipment and furniture and fixtures 22 18 3,884 3,805 Less accumulated depreciation and amortization (3,029) (2,274) Property and equipment, net $ 855 $ 1,531 |
Accrued expenses and other liab
Accrued expenses and other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued expenses and other liabilities | |
Schedule of accrued expenses and other liabilities | Accrued expenses and other liabilities consisted of the following: December 31, (in thousands) 2021 2020 Research and development $ 2,840 $ 9 Deferred research obligations 2,021 — Compensation and related benefits 1,246 845 Professional fees 227 417 Other 317 101 $ 6,651 $ 1,372 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and contingencies | |
Schedule of future minimum lease payments under operating lease | Future minimum lease payments for the Company’s operating leases are as follows (in thousands): Years ending December 31, Amount 2022 $ 257 2023 246 2024 63 $ 566 |
Common stock and convertible _2
Common stock and convertible preferred stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Common stock and convertible preferred stock | |
Schedule of warrants outstanding | At December 31, 2021 common stock warrants outstanding were as follows: Warrants Exercise Price per Share Expiration Date 803,112 $ 9.00 June 2, 2023 500,000 $ 45.00 April 28, 2024 |
Share-based compensation (Table
Share-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based compensation | |
Schedule of Stock-based compensation expense | Share-based compensation expense recorded as research and development and general and administrative expenses in the statements of operations is as follows (in thousands): Year Ended December 31, In thousands) 2021 2020 General and administrative $ 2,071 $ 441 Research and development 1,377 180 $ 3,448 $ 621 |
Weighted average assumptions used in option-pricing | The weighted average assumptions used in the Black-Scholes option-pricing model for stock options granted were: Year ended December 31, 2021 2020 Expected volatility 83.0 % 83.0 % Risk-free interest rate 1.0 % 0.6 % Expected term (in years) 6.0 6.1 Expected dividend yield — — Fair value of common stock $ 23.04 $ 5.30 |
Summary of option activity | A summary of option activity under the Plans and the 2020 Plan during the year ended December 31, 2021 is as follows: Weighted Weighted average average remaining Number of exercise price contractual shares per share term (years) Outstanding at January 1, 2021 1,472,840 $ 3.14 8.51 Granted 803,481 $ 23.04 9.25 Forfeited (23,031) $ 19.88 — Exercised (247,534) $ 0.40 5.21 Outstanding at December 31, 2021 2,005,756 $ 11.26 8.50 Exercisable at December 31, 2021 659,478 $ 3.14 7.60 Vested or expected to vest at December 31, 2021 2,005,756 $ 11.26 8.50 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income taxes | |
Schedule of reconciliation of the federal income tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: Year ended December 31, 2021 2020 Federal tax benefit at statutory rate 21.0 % 21.0 % State tax, net of federal benefit 8.0 5.8 Research and development credits 2.4 0.9 Permanent differences 0.3 (6.8) Change in valuation allowance (31.7) (20.9) — % — % |
Schedule of Components of the Company's deferred taxes | The components of the Company’s deferred taxes are as follows (in thousands): December 31, (in thousands) 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 19,925 $ 13,693 Research and development credits 2,157 1,560 Share-based compensation 886 82 Accrued bonus 331 201 Amortization 1 2 Gross deferred tax assets 23,300 15,538 Less: valuation allowance (23,255) (15,435) Net deferred tax asset 45 103 Deferred tax liability Depreciation (45) (103) Total deferred tax liabilities $ — $ — |
Nature of the business and ba_2
Nature of the business and basis of presentation (Details) $ / shares in Units, $ in Thousands | Oct. 13, 2021USD ($) | Aug. 04, 2021$ / sharesshares | Apr. 28, 2021USD ($)item$ / sharesshares | Oct. 13, 2020$ / sharesshares | Oct. 06, 2020$ / sharesshares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Oct. 14, 2021USD ($) | Oct. 01, 2021USD ($) |
Net loss | $ (24,711) | $ (17,837) | |||||||
Accumulated deficit | (79,105) | $ (54,394) | |||||||
Stock issued | shares | 14,115 | ||||||||
Share price | $ / shares | $ 15.94 | ||||||||
Proceeds from issuance of common stock | $ 41,700 | 1,338 | |||||||
Payments of underwriting discounts and commissions | $ 3,100 | ||||||||
IPO | |||||||||
Stock issued | shares | 3,250,000 | ||||||||
Share price | $ / shares | $ 12 | ||||||||
Proceeds from issuance of common stock | 41,700 | ||||||||
Payments of underwriting discounts and commissions | $ 3,100 | ||||||||
Over-Allotment Option | |||||||||
Stock issued | shares | 487,500 | ||||||||
Share price | $ / shares | $ 12 | ||||||||
Private offering | |||||||||
Stock issued | shares | 1,000,000 | ||||||||
Share price | $ / shares | $ 27 | ||||||||
Proceeds from issuance of common stock | $ 27,000 | ||||||||
Net proceeds from issuance of common stock | $ 26,400 | ||||||||
Number of units issued | shares | 1,000,000 | ||||||||
Number of share for company's common stock | item | 1 | ||||||||
Number of warrants | shares | 1 | ||||||||
Shelf Registration Statement | Maximum | |||||||||
Securities aggregate price | $ 200,000 | ||||||||
Open Market Sale | Maximum | |||||||||
Securities aggregate price | $ 75,000 |
Summary of significant accoun_4
Summary of significant accounting policies - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Jan. 01, 2022USD ($) | |
Summary of significant accounting policies | |||
Impairment losses | $ 0 | $ 0 | |
Deferred offering costs | 300 | 0 | |
Restricted cash | 100 | 100 | |
Change in fair value of warrant liability | 5,538 | ||
Research and development expense | $ 0 | $ 0 | |
Number of operating segments | segment | 1 | ||
Expected dividend yield | 0.00% | ||
ASU 2016-02 | |||
Summary of significant accounting policies | |||
Operating lease right-of-use asset | $ 200 | ||
Operating lease liability | $ 200 |
Summary of significant accoun_5
Summary of significant accounting policies - Components of cash and restricted cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Summary of significant accounting policies | |||
Cash and cash equivalents | $ 49,229 | $ 39,766 | |
Restricted cash | 100 | 100 | |
Cash and restricted cash | $ 49,329 | $ 39,866 | $ 2,643 |
Summary of significant accoun_6
Summary of significant accounting policies - Anti-dilutive (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||
Anti-dilutive securities | 3,308,868 | 2,508,036 |
Stock options | ||
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||
Anti-dilutive securities | 2,005,756 | 1,472,840 |
Convertible preferred stock warrants | ||
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||
Anti-dilutive securities | 1,303,112 | 1,035,196 |
Summary of significant accoun_7
Summary of significant accounting policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Lab equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid expenses and other current assets | ||
Reimbursement receivable from DoD | $ 2,674 | $ 850 |
Prepaid insurance | 2,019 | 1,767 |
Unbilled reimbursement receivable from DoD | 1,638 | |
Research and development advance payments | 586 | |
Other prepaids and short term deposits | 492 | 511 |
Prepaid expenses and other current assets | $ 7,409 | $ 3,128 |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization [Abstract] | ||
Property, plant and equipment, gross | $ 3,884 | $ 3,805 |
Less accumulated depreciation and amortization | (3,029) | (2,274) |
Property and equipment, net | 855 | 1,531 |
Lab equipment | ||
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization [Abstract] | ||
Property, plant and equipment, gross | 3,513 | 3,506 |
Leasehold improvements | ||
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization [Abstract] | ||
Property, plant and equipment | 193 | 185 |
Computer equipment | ||
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization [Abstract] | ||
Property, plant and equipment | 156 | 96 |
Office equipment and furniture and fixtures | ||
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization [Abstract] | ||
Property, plant and equipment | $ 22 | $ 18 |
Property and equipment, net - N
Property and equipment, net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and equipment, net | ||
Depreciation and amortization | $ 755 | $ 755 |
Assets under capital lease | $ 0 | $ 0 |
DoD expense reimbursement con_2
DoD expense reimbursement contract (Details) - Other Transaction Authority for Prototype Agreement - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2021 | |
Unusual or Infrequent Item, or Both [Line Items] | ||||
Grants Receivable | $ 13.3 | $ 17.6 | ||
Payment period of reimbursement contract | 30 days | |||
Contra-research and development expense | $ 15.2 | $ 1.7 | ||
Prepaid expenses and other current assets | 2.7 | 0.9 | ||
Deferred research obligation liability | 2 | 0 | ||
Grant expected to be received | 1.6 | $ 0 | ||
Grants receivable current | $ 0.2 |
Accrued expenses and other li_2
Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued expenses and other liabilities | ||
Research and development | $ 2,840 | $ 9 |
Deferred research obligations | 2,021 | |
Compensation and related benefits | 1,246 | 845 |
Professional fees | 227 | 417 |
Other | 317 | 101 |
Accrued expenses and other liabilities | $ 6,651 | $ 1,372 |
Long-term debt (Details)
Long-term debt (Details) $ in Millions | Apr. 30, 2020USD ($) |
Paycheck Protection Program | |
Debt Instrument [Line Items] | |
Debt amount | $ 0.5 |
Commitments and contingencies_2
Commitments and contingencies (Details) | 1 Months Ended | 12 Months Ended | ||
May 31, 2017ft²item | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Aug. 31, 2020USD ($) | |
Future minimum lease payments | ||||
2022 | $ 257,000 | |||
2023 | 246,000 | |||
2024 | 63,000 | |||
Total | 566,000 | |||
Rent expenses | 500,000 | $ 400,000 | ||
Defined contribution | $ 100,000 | $ 100,000 | ||
Office and laboratory space | ||||
Operating leases | ||||
Lease term | 62 months | |||
Space of leased area | ft² | 11,000 | |||
Number of additional extension of lease terms | item | 2 | |||
Additional lease term | 5 years | 18 months | ||
Lab equipment | ||||
Operating leases | ||||
Lease term | 1 year | |||
Fixed monthly payments | $ 18,000 |
Licensing arrangements (Details
Licensing arrangements (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Product development and regulatory approval milestone payments | $ 2,600,000 | |||
Commercial milestone payments | 1,500,000 | |||
2021 Patent License Agreement | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Product development and regulatory approval milestone payments | $ 1,500,000 | |||
Commercial milestone payments | $ 700,000 | |||
License fee payment | $ 100,000 | |||
2021 Patent License Agreement | Forecast | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Annual minimum payments | $ 30,000 | $ 20,000 |
Common stock and convertible _3
Common stock and convertible preferred stock - Common Stock (Details) $ / shares in Units, $ in Thousands | Oct. 13, 2021USD ($) | Aug. 04, 2021$ / sharesshares | Apr. 28, 2021USD ($)$ / sharesYitemshares | Oct. 13, 2020$ / sharesshares | Oct. 06, 2020$ / sharesshares | Dec. 31, 2021USD ($)Vote$ / sharesshares | Oct. 14, 2021USD ($) | Oct. 01, 2021USD ($) | Dec. 31, 2020$ / sharesshares |
Common stock voting right | Vote | 1 | ||||||||
Stock issued | shares | 14,115 | ||||||||
Share price | $ 15.94 | ||||||||
Proceeds from issuance of common stock | $ | $ 41,700 | $ 1,338 | |||||||
Payments of underwriting discounts and commissions | $ | $ 3,100 | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||
Common Stock, Shares Authorized | shares | 200,000,000 | 200,000,000 | |||||||
Preferred Stock, Shares Authorized | shares | 10,000,000 | 10,000,000 | |||||||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Fair value of common stock | $ 23.04 | $ 5.30 | |||||||
Shelf Registration Statement | Maximum | |||||||||
Securities aggregate price | $ | $ 200,000 | ||||||||
Open Market Sale | Maximum | |||||||||
Securities aggregate price | $ | $ 75,000 | ||||||||
IPO And Over-Allotment Option | |||||||||
Stock issued | shares | 3,737,500 | ||||||||
IPO | |||||||||
Stock issued | shares | 3,250,000 | ||||||||
Share price | $ 12 | ||||||||
Proceeds from issuance of common stock | $ | $ 41,700 | ||||||||
Payments of underwriting discounts and commissions | $ | $ 3,100 | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||
Common Stock, Shares Authorized | shares | 200,000,000 | ||||||||
Preferred Stock, Shares Authorized | shares | 10,000,000 | ||||||||
Preferred stock par value (in dollars per share) | $ 0.0001 | ||||||||
Over-Allotment Option | |||||||||
Stock issued | shares | 487,500 | ||||||||
Share price | $ 12 | ||||||||
Private offering | |||||||||
Stock issued | shares | 1,000,000 | ||||||||
Share price | $ 27 | ||||||||
Proceeds from issuance of common stock | $ | $ 27,000 | ||||||||
Units Issued During Period, New Issues | shares | 1,000,000 | ||||||||
Number of share for company's common stock | item | 1 | ||||||||
Number of warrants | shares | 1 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 45 | ||||||||
Warrants and Rights Outstanding, Term | 3 years | ||||||||
Fair Value of Warrants | $ | $ 6,000 | ||||||||
Fair value of common stock | $ 28.70 | ||||||||
Volatility rate | |||||||||
Warrants and Rights Outstanding, Measurement Input | 82.7 | ||||||||
Risk-free interest rate | |||||||||
Warrants and Rights Outstanding, Measurement Input | 0.35 | ||||||||
Expected term (in years) | |||||||||
Warrants and Rights Outstanding, Measurement Input | Y | 3 | ||||||||
Strike price (per share) | |||||||||
Warrants and Rights Outstanding, Measurement Input | 45 |
Common stock and convertible _4
Common stock and convertible preferred stock - Preferred Stock (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Series A Preferred Stock | |
Class of Stock [Line Items] | |
Shares issued for conversion of debt | 5,670,184 |
Common stock and convertible _5
Common stock and convertible preferred stock - Warrants (Details) - Warrants $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants exercised, numbers | 148,653 |
Exercise price | $ / shares | $ 9 |
Gross proceeds from issuance of warrants | $ | $ 1.3 |
Exercise of common stock warrants (shares) | 148,653 |
Additional warrants exercised on cashless | 83,431 |
Additional warrants exercise price | $ / shares | $ 9 |
Shares issued in cashless exercise | 52,326 |
Exercise Price $9.00 | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 803,112 |
Exercise price | $ / shares | $ 9 |
Exercise Price $45.00 | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 500,000 |
Exercise price | $ / shares | $ 45 |
Share-based compensation - Plan
Share-based compensation - Plans (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Jul. 31, 2008 | |
2020 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Threshold Percentage Of Total Number Of Common Stock Outstanding | 4.00% | |
Shares available for future issuance | 1,372,897 | |
Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Stock Purchase Plan, Threshold Period For Which Common Stock Is Automatically Added To Arrive At Authorized Shares | 10 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Threshold Percentage Of Total Number Of Common Stock Outstanding | 1.00% | |
Number of common shares added in authorized | 1,000,000 | |
Awards granted | 0 | |
Authorized stock options | 125,000 | |
The Plans | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for grant | 388,748 | |
Expiration period | 10 years | |
The Plans | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
The Plans | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year |
Share-based compensation - Cost
Share-based compensation - Costs (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 0 | $ 3,448 | $ 621 |
Unrecognized compensation cost | $ 13,300 | ||
Recognition period | 3 years 4 months 24 days | ||
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 1,377 | 180 | |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 2,071 | $ 441 |
Share-based compensation - Assu
Share-based compensation - Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based compensation | ||
Expected volatility | 83.00% | 83.00% |
Risk-free interest rate | 1.00% | 0.60% |
Expected term (in years) | 6 years | 6 years 1 month 6 days |
Expected dividend yield | 0.00% | |
Fair value of common stock | $ 23.04 | $ 5.30 |
Share-based compensation - Opti
Share-based compensation - Option Activity and Restricted Stock (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2021shares | Aug. 31, 2020USD ($)employeeshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||
Share-based Payment Arrangement, Expense | $ | $ 0 | $ 3,448 | $ 621 | ||
Fair value of option price per share | $ / shares | $ 8.69 | ||||
Two Officers [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Options, Granted | 92,169 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||
Number Of Employees Granted Stock Options | employee | 2 | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||
Share-based Payment Arrangement, Expense | $ | $ 200 | $ 0 | |||
Awards granted | 13,500 | ||||
Unvested restricted stock | 0 | ||||
The Plans | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Options, Beginning balance | 1,472,840 | ||||
Options, Granted | 803,481 | ||||
Options, Forfeited | (23,031) | ||||
Options, Exercised | (247,534) | ||||
Options, Ending balance | 2,005,756 | 1,472,840 | |||
Options, Exercisable | 659,478 | ||||
Options, Vested or expected to vest | 2,005,756 | ||||
Weighted Average Exercise price | |||||
Beginning price | $ / shares | $ 3.14 | ||||
Granted | $ / shares | 23.04 | ||||
Forfeited | $ / shares | 19.88 | ||||
Exercised | $ / shares | 0.40 | ||||
Ending price | $ / shares | 11.26 | $ 3.14 | |||
Exercisable | $ / shares | 3.14 | ||||
Vested or expected to vest | $ / shares | $ 11.26 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||
Weighted Average Remaining Contractual Term | 8 years 6 months | 8 years 6 months 3 days | |||
Weighted Average Remaining Contractual Term, Granted | 9 years 3 months | ||||
Weighted Average Remaining Contractual Term, Exercised | 5 years 2 months 15 days | ||||
Weighted Average Remaining Contractual Term, Exercisable | 7 years 7 months 6 days | ||||
Weighted Average Remaining Contractual Term, Vested or expected to vest | 8 years 6 months | ||||
Weighted average grant date fair value | $ / shares | $ 16.49 | $ 3.71 | |||
Intrinsic value, exercised | $ | $ 4,000 | $ 1,200 | |||
Intrinsic value, outstanding | $ | $ 11,300 | $ 10,100 |
Income taxes - Federal income t
Income taxes - Federal income tax (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes | ||
Federal tax benefit at statutory rate | 21.00% | 21.00% |
State tax, net of federal benefit | 8.00% | 5.80% |
Research and development credits | 2.40% | 0.90% |
Permanent differences | 0.30% | (6.80%) |
Change in valuation allowance | (31.70%) | (20.90%) |
Total |
Income taxes - Deferred taxes (
Income taxes - Deferred taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 19,925 | $ 13,693 |
Research and development credits | 2,157 | 1,560 |
Share-based compensation | 886 | 82 |
Accrued bonus | 331 | 201 |
Amortization | 1 | 2 |
Gross deferred tax assets | 23,300 | 15,538 |
Less: valuation allowance | (23,255) | (15,435) |
Net deferred tax asset | 45 | 103 |
Deferred tax liability | ||
Depreciation | (45) | (103) |
Total deferred tax liabilities |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax expense | $ 0 | $ 0 |
Increase in valuation allowance | 7,800 | 3,700 |
Federal operating loss | 68,800 | 47,300 |
State net operating loss | 69,200 | 47,700 |
Net operating loss generated not subject to expiration | 51,800 | |
Uncertain tax positions | 0 | $ 0 |
Percentage of taxable income offset from net operating loss | 80.00% | |
Interest and penalties | 0 | $ 0 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
R&D tax credits | $ 2,000 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | Aug. 04, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2015 |
Related Party Transaction [Line Items] | ||||
Stock issued | 14,115 | |||
License agreement | ||||
Related Party Transaction [Line Items] | ||||
Due to related party | $ 100,000 | $ 0 | ||
Related party transaction, expenses | 400,000 | 100,000 | ||
Broadband services agreement | ||||
Related Party Transaction [Line Items] | ||||
Due to related party | 0 | 0 | ||
Monthly cash fee payment | $ 20,000 | |||
Related party transaction, expenses | $ 200,000 | $ 200,000 |