Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 07, 2023 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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, $0.0001 par value | |
Trading Symbol | IMNM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 42,729,847 | |
Entity Central Index Key | 0001472012 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 90,641 | $ 20,323 |
Prepaid expenses and other current assets | 773 | 2,326 |
Total current assets | 91,414 | 22,649 |
Property and equipment, net | 1,172 | 681 |
Operating right-of-use asset, net | 345 | 284 |
Restricted cash | 100 | 100 |
Deferred offering costs | 130 | 332 |
Total assets | 93,161 | 24,046 |
Current liabilities: | ||
Accounts payable | 2,786 | 2,400 |
Accrued expenses and other current liabilities | 3,369 | 4,931 |
Deferred revenue, current | 16,956 | |
Total current liabilities | 23,111 | 7,331 |
Deferred revenue, non-current | 2,852 | |
Deposit liability | 61,000 | |
Other long-term liabilities | 122 | 62 |
Total liabilities | 87,085 | 7,393 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued or outstanding at September 30, 2023 and December 31, 2022, respectively | ||
Common stock, $0.0001 par value; 200,000,000 shares authorized; 12,202,516 and 12,128,843 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 1 | 1 |
Additional paid-in capital | 136,248 | 132,653 |
Accumulated deficit | (130,173) | (116,001) |
Total stockholders' equity | 6,076 | 16,653 |
Total liabilities and stockholders' equity | $ 93,161 | $ 24,046 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Condensed 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) | 12,202,516 | 12,128,843 |
Common stock, shares outstanding (in shares) | 12,202,516 | 12,128,843 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Condensed Statements of Operations | ||||
Collaboration revenue | $ 3,565 | $ 10,192 | ||
Operating expenses: | ||||
Research and development | 3,823 | $ 5,225 | 13,452 | $ 19,020 |
General and administrative | 4,375 | 3,309 | 11,617 | 10,094 |
Total operating expenses | 8,198 | 8,534 | 25,069 | 29,114 |
Loss from operations | (4,633) | (8,534) | (14,877) | (29,114) |
Interest income | 288 | 1 | 705 | 4 |
Net loss | (4,345) | (8,533) | (14,172) | (29,110) |
Deemed dividend arising from warrant modification | (622) | (622) | ||
Net loss attributable to common stockholders | $ (4,345) | $ (9,155) | $ (14,172) | $ (29,732) |
Per share information: | ||||
Net loss per share of common stock, Basic | $ (0.36) | $ (0.75) | $ (1.16) | $ (2.45) |
Net loss per share of common stock, Diluted | $ (0.36) | $ (0.75) | $ (1.16) | $ (2.45) |
Weighted-average common shares outstanding, Basic | 12,202,335 | 12,127,501 | 12,194,277 | 12,125,947 |
Weighted-average common shares outstanding, Diluted | 12,202,335 | 12,127,501 | 12,194,277 | 12,125,947 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | ATM Common stock. | ATM Additional paid-in capital | ATM | Common stock. | Additional paid-in capital | Accumulated deficit | Total |
Balance at Dec. 31, 2021 | $ 1 | $ 127,289 | $ (79,105) | $ 48,185 | |||
Balance (shares) at Dec. 31, 2021 | 12,110,373 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation expense | 3,977 | 3,977 | |||||
Exercise of stock options | 32 | 32 | |||||
Exercise of stock options (shares) | 17,221 | ||||||
Net loss | (29,110) | (29,110) | |||||
Balance at Sep. 30, 2022 | $ 1 | 131,298 | (108,215) | 23,084 | |||
Balance (shares) at Sep. 30, 2022 | 12,127,594 | ||||||
Balance at Jun. 30, 2022 | $ 1 | 129,958 | (99,682) | 30,277 | |||
Balance (shares) at Jun. 30, 2022 | 12,127,385 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation expense | 1,340 | 1,340 | |||||
Exercise of stock options (shares) | 209 | ||||||
Net loss | (8,533) | (8,533) | |||||
Balance at Sep. 30, 2022 | $ 1 | 131,298 | (108,215) | 23,084 | |||
Balance (shares) at Sep. 30, 2022 | 12,127,594 | ||||||
Balance at Dec. 31, 2022 | $ 1 | 132,653 | (116,001) | 16,653 | |||
Balance (shares) at Dec. 31, 2022 | 12,128,843 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation expense | 3,270 | 3,270 | |||||
Issuance of common stock | $ 34 | $ 34 | 221 | 221 | |||
Issuance of common stock ( in shares) | 5,925 | 5,925 | 55,250 | ||||
Vesting of restricted stock awards | 70 | 70 | |||||
Vesting of restricted stock awards (shares) | 12,498 | ||||||
Net loss | (14,172) | (14,172) | |||||
Balance at Sep. 30, 2023 | $ 1 | 136,248 | (130,173) | 6,076 | |||
Balance (shares) at Sep. 30, 2023 | 12,202,516 | ||||||
Balance at Jun. 30, 2023 | $ 1 | 135,165 | (125,828) | 9,338 | |||
Balance (shares) at Jun. 30, 2023 | 12,200,433 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation expense | 1,072 | 1,072 | |||||
Vesting of restricted stock awards | 11 | 11 | |||||
Vesting of restricted stock awards (shares) | 2,083 | ||||||
Net loss | (4,345) | (4,345) | |||||
Balance at Sep. 30, 2023 | $ 1 | $ 136,248 | $ (130,173) | $ 6,076 | |||
Balance (shares) at Sep. 30, 2023 | 12,202,516 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholders' Equity (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
ATM | |
Net of issuance costs | $ 1 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (14,172) | $ (29,110) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 306 | 327 |
Amortization of right-of-use asset | 165 | 44 |
Write-off of deferred offering costs | 332 | |
Share-based compensation | 3,340 | 3,977 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 1,553 | 5,236 |
Accounts payable | 71 | 62 |
Accrued expenses and other current liabilities | (1,452) | (2,471) |
Deferred revenue | 19,808 | |
Other long-term liabilities | (60) | (72) |
Net cash provided by (used in) operating activities | 9,891 | (22,007) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (482) | (176) |
Net cash used in investing activities | (482) | (176) |
Cash flows from financing activities: | ||
Payment of offering costs | (125) | |
Prepayments from PIPE transaction recorded as deposit liability | 61,000 | |
Proceeds from exercise of stock options | 32 | |
Proceeds from issuance of common stock under ATM, net | 34 | |
Net cash provided by financing activities | 60,909 | 32 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 70,318 | (22,151) |
Cash and cash equivalents and restricted cash at beginning of period | 20,423 | 49,329 |
Cash and cash equivalents and restricted cash at end of period | 90,741 | $ 27,178 |
Supplemental disclosures of cash flow information: | ||
Operating lease right-of-use asset and lease liability recorded due to lease extension | 226 | |
Issuance of common stock to certain board of directors in lieu of accrued compensation | 221 | |
Deferred offering costs in accrued expenses and other current liabilities | 5 | |
Property and equipment included in accounts payable | $ 315 |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2023 | |
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, or 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, or ASC, and Accounting Standards Updates, or ASU, promulgated by the Financial Accounting Standards Board, or FASB. Unaudited interim results These unaudited condensed financial statements and accompanying notes should be read in conjunction with the Company’s annual financial statements and the notes thereto included in the Company’s Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. The accompanying condensed financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 are unaudited but have been prepared on the same basis as the annual audited financial statements and include all adjustments that management believes to be necessary for a fair presentation of the periods presented. Interim results are not necessarily indicative of results for a full year. Condensed balance sheet amounts as of December 31, 2022 have been derived from the audited financial statements as of that date. 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 condensed financial statements include, but are not limited to, the expected volatility used to estimate fair value of stock options, accrued research and development expenses, and the estimated costs which drive the revenue recognition for the Collaboration Agreement with AbbVie. 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, or the 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 of America. 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 value 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 and restricted cash are Level 1 assets as of September 30, 2023 and December 31, 2022. 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. Cash will be released from restriction upon termination of the lease. Restricted cash was $0.1 million at both September 30, 2023 and 2022, respectively. The following table provides a reconciliation of the components of cash and cash equivalents and restricted cash presented in the condensed statements of cash flows: (in thousands) September 30, 2023 September 30, 2022 Cash and cash equivalents $ 90,641 $ 27,078 Restricted cash 100 100 $ 90,741 $ 27,178 Concentration of credit risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in a financial institution 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 a financial institution that management believes to be of high credit quality, and the Company has not experienced any losses on these deposits. Equity issuance costs The Company capitalized costs that were directly associated with establishing the ATM Agreement and shelf registration statement in 2021. These costs will remain capitalized until such financings are consummated, at which time such costs will be recorded against the gross proceeds from the applicable financing. If a financing is abandoned, deferred offering costs are expensed. Ongoing costs that are directly associated with the ATM Agreement are expensed as incurred. During the quarter ended September 30, 2023, the Company expensed the remaining $0.3 million of deferred offering costs related to the ATM when it decided to abandon any future use of the ATM. On November 8, 2023, the Company provided notice of termination of the ATM Agreement to Jefferies. During the quarter ended September 30, 2023, the Company capitalized $0.1 million of costs that were directly associated with the PIPE transaction. These costs will be recorded against the gross proceeds from the PIPE transaction when it closed in October 2023. Deferred offering costs were $0.1 million as of September 30, 2023 and $0.3 million as of December 31, 2022 on the condensed balance sheets. Government assistance programs The Company accounts for amounts received under its DoD expense reimbursement contract as contra-research and development expenses in the condensed statements of operations. Collaboration revenue The Company evaluates its collaborative arrangements pursuant to ASC 808, Collaborative Arrangements, or ASC 808, and ASC 606, Revenue from Contracts with Customers, or ASC 606. The Company considers the nature and contractual terms of collaborative arrangements and assesses whether the arrangement involves a joint operating activity pursuant to which the Company is an active participant and is exposed to significant risks and rewards with respect to the arrangement. If the Company is an active participant and is exposed to significant risks and rewards with respect to the arrangement, the Company accounts for the arrangement as a collaboration under ASC 808. If it is not exposed to significant risks and rewards and the contract is with a customer, the Company accounts for the collaboration under ASC 606. Payments pursuant to collaborative arrangements may include non-refundable upfront payments, research option and license option payments, milestone payments upon the achievement of significant regulatory and development events, commercial sales milestones, and royalties on product sales. The amount of variable consideration is constrained until it is probable that the revenue is not at a significant risk of reversal in a future period. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under a collaboration arrangement, the Company applies the five-step model of ASC 606: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract, including whether they are capable of being distinct; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, and assessing the recognition of variable consideration. When consideration is received prior to the Company completing its performance obligation under the terms of a contract, a contract liability is recorded as deferred revenue. Deferred revenue expected to be recognized as revenue within the twelve months following the balance sheet date is classified as a current liability. In January 2023, the Company entered into the Collaboration Agreement with AbbVie, which was determined to be within the scope of ASC 606. Please see Note 3 for further information related to the accounting for the Collaboration Agreement. 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 and clinical development expenses, including manufacture and testing of clinical supplies, consulting and other contracted services. Additionally, under the terms of the license agreements described in Note 7, the Company is obligated to make future payments should certain development and regulatory milestones be achieved. 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 condensed 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. The exercise price is the fair value of the common stock as of the measurement date. Net loss per share Basic net loss per share of common stock is computed by dividing the net loss attributable to common stockholders 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 attributable to common stockholders 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 outstanding as of September 30, 2023 and 2022 have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: September 30, 2023 2022 Stock options (1) 3,024,419 2,509,759 Common stock warrants (1) 500,000 1,303,112 3,524,419 3,812,871 (1) Represents common stock equivalents. 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 three and nine months ended September 30, 2023 and 2022. Leases The Company accounts for leases in accordance with ASC 842, Leases Operating lease liabilities and their corresponding right-of-use assets are recorded based on their present value of lease payments over the remaining lease term. Options to extend the lease term are included in the Company’s assessment of the lease term only if there is a reasonable assessment that the Company will renew. Leases are discounted to its present value using either the interest rate implicit in the Company’s lease or its incremental borrowing rate, which reflects the fixed rate in which the Company could borrow on a collateralized basis the amount of lease payments in the same currency, for a similar term, in a similar economic environment. Recently adopted accounting standard On January 1, 2023, the Company adopted ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments |
Collaboration Agreement with Ab
Collaboration Agreement with AbbVie | 9 Months Ended |
Sep. 30, 2023 | |
Collaboration Agreement with AbbVie | |
Collaboration Agreement with AbbVie | 3. Collaboration Agreement with AbbVie In January 2023, the Company entered into the Collaboration Agreement with AbbVie, pursuant to which the Company will use its proprietary discovery engine to discover and validate targets derived from patients with three specified tumor types, and antibodies that bind to such targets, which may be the subject of further development and commercialization by AbbVie. Pursuant to the terms of the Collaboration Agreement, the Company granted to AbbVie an exclusive option to purchase all rights to each novel target-antibody pair, or a Validated Target Pair or VTP, that the Company generates that meets certain mutually agreed criteria, up to a maximum of 10 in total, for all human and non-human diagnostic, prophylactic and therapeutic uses throughout the world, including the development and commercialization of certain products, or Products, derived from the assigned VTP. AbbVie paid the Company a nonrefundable upfront payment of $30.0 million in January 2023 and will pay certain additional platform access payments in the aggregate amount of up to $70.0 million based on the Company’s use of its discovery engine in connection with activities under each stage of the research plan, and delivery of VTPs to AbbVie. AbbVie will also pay an option exercise fee in the low single digit millions for each of up to 10 VTPs for which it exercises an option. If AbbVie progresses development and commercialization of a Product, AbbVie will pay the Company development and commercial sale milestones of up to $120.0 million per target, and sales milestones based on achievement of specified levels of net sales of Products of up to $150.0 million in the aggregate per Product, subject to specified deductions in certain circumstances. On a Product-by-Product basis, AbbVie will pay the Company tiered royalties on net sales of Products at a percentage in the low single digits, subject to specified reductions and offsets in certain circumstances. AbbVie’s royalty payment obligation will commence, on a Product-by-Product and country-by-country basis, on the first commercial sale of such Product in such country and will expire on the earlier of (a) the later of (i) the ten-year anniversary of the first commercial sale for such Product in such country, or (ii) solely with respect to a Product that incorporates an antibody comprising a VTP (or certain other antibodies derived from such delivered antibody), the expiration of all valid claims of patent rights covering the composition of matter of any such antibody and (b) the expiration of regulatory exclusivity for such Product in such country. The Collaboration Agreement will expire upon the expiration of the last to expire royalty payment obligation with respect to all Products in all countries, subject to earlier expiration if all option exercise periods for all VTPs expire without AbbVie exercising any option, if AbbVie does not elect to make certain platform access payments at specified points during the research term, or upon the uncured material breach or any insolvency event of either party. AbbVie may also terminate the Collaboration Agreement for convenience upon a specified period prior written notice, or upon the Company’s breach of representations and warranties with respect to debarment or compliance with anti-bribery and anti-corruption laws. The Company assessed the Collaboration Agreement under ASC 808 and ASC 606 and concluded that it represents a contract with a customer. The Company applied the relevant guidance of ASC 606 to evaluate the accounting under the Collaboration Agreement and identified one performance obligation under the arrangement: a promise to provide research and development services to AbbVie, or R&D Services. The Company evaluated the options to continue the R&D services and options to purchase licenses to each VTP and concluded that these options did not represent material rights. The Company determined the initial transaction price of the single performance obligation to be $30.0 million, as the variable consideration for additional R&D services, option exercise payments, and development milestone payments are all subject to constraint at contract inception. At each reporting period, the Company will reevaluate the variable consideration subject to constraint and, if necessary, will adjust its estimate of the overall transaction price. For the sales-based royalties, the Company will recognize revenue when the related sales occur. Collaboration revenue from the single performance obligation will be recognized over the estimated performance of the R&D services using the cost-to-cost input method which the Company believes best depicts the transfer of control to the customer. Under the cost-to-cost input method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the performance obligation. The Company recognized $3.6 million and $10.2 million of collaboration revenue for the three and nine months ended September 30, 2023, respectively. The following table summarizes the change in deferred revenue (in thousands): Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Balance at the beginning of the period $ 23,373 $ — Deferral of revenue — 30,000 Recognition of unearned revenue (3,565) (10,192) Balance at the end of the period $ 19,808 $ 19,808 As of September 30, 2023, the Company expects to recognize the deferred revenue associated with the non-refundable upfront fee over the estimated research and development period of approximately |
Government assistance programs
Government assistance programs | 9 Months Ended |
Sep. 30, 2023 | |
Government assistance programs | |
Government assistance programs | 4. Government assistance programs DoD expense reimbursement contract In July 2020, the Company entered into the OTA Agreement with the U.S. Department of Defense’s Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense, or JPEO-CBRND, in collaboration with the Defense Health Agency, to fund the Company’s efforts in developing an antibody cocktail therapeutic to treat COVID-19. The amount of funding originally made available to the Company under the OTA Agreement 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. In January 2023, the Company and the DoD modified the OTA Agreement to extend the termination date of the OTA Agreement to July 2023, at no additional cost to the government. The Company’s obligations under the OTA agreement with the DoD were completed. Under the OTA Agreement, the DoD is required to pay the Company, upon submission of invoices for approved budgeted supplies delivered and services rendered in carrying out the prototype project, within 30 calendar days of receipt of request for payment. The Company received the maximum $17.6 million in expense reimbursement from the DoD under the OTA Agreement from inception through 2022. The Company recorded contra-research and development expense related to the OTA Agreement of $0.0 million and $0.6 million for the three and nine months ended September 30, 2022 in the condensed statements of operations. No contra-research and development expense related to the OTA Agreement was recorded during the three and nine months ended September 30, 2023. |
Prepaid expenses and other asse
Prepaid expenses and other assets | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid expenses and other assets | |
Prepaid expenses and other assets | 5. Prepaid expenses and other assets Prepaid expenses and other assets consisted of the following: (in thousands) September 30, 2023 December 31, 2022 Prepaid subscriptions and service contracts $ 416 $ 876 Research and development advance payments 209 445 CARES Act employee retention credit receivable - 847 Prepaid insurance 148 158 $ 773 $ 2,326 |
Accrued expenses and other liab
Accrued expenses and other liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Accrued expenses and other liabilities | |
Accrued expenses and other liabilities | 6. Accrued expenses and other liabilities Accrued expenses and other liabilities consisted of the following: (in thousands) September 30, 2023 December 31, 2022 Research and development $ 713 $ 2,261 Compensation and related benefits 1,377 1,874 Professional fees 493 481 Short-term operating lease liability and other liabilities 249 293 Other 537 22 $ 3,369 $ 4,931 |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and contingencies | |
Commitments and contingencies | 7. Commitments and contingencies Employment agreements The Company entered into employment agreements, or the Employment Agreements, with certain 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 respective Employment Agreements (subject to the payment of severance upon certain terminations) and provide for annual pay adjustments 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, or 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 and $0.2 million to the 401(k) Plan for the three and nine months ended September 30, 2023. The Company made matching contributions of $0.1 million and $0.2 million to the 401(k) Plan for the three and nine months ended September 30, 2022. Legal proceedings The Company is not a party to any material litigation and does not have material 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. License agreements The Company entered into various license agreements to further discover, develop and commercialize certain technologies and treatments. The Company may need to pay developmental and regulatory milestone payments of up to approximately $2.6 million. In addition, the Company may need to pay royalty rates on net product sales, a portion of certain sublicense and collaboration payments, and certain commercial milestone payments of up to approximately $1.5 million, if any. The Company recorded $0.1 million of development, regulatory, or commercial milestone payments during each of the three and nine months ended September 30, 2022, respectively, in research and development expenses in the condensed statements of operations. No such costs were recorded during the three and nine months ended September 30, 2023, respectively. Whitehead Letter Agreement On November 17, 2022, the Company entered into a Letter Agreement, or the Letter Agreement, with the Whitehead Institute of Biomedical Research, or Whitehead, which became effective on January 4, 2023 upon the satisfaction of the conditions described therein. The Letter Agreement supplements the Exclusive Patent License Agreement entered into between the Company and Whitehead on June 25, 2009 (as amended on December 17, 2009, March 21, 2013, August 21, 2017 and July 21, 2020, the License Agreement). Pursuant to the Letter Agreement, Whitehead and the Company agreed that certain payments received by the Company from the Collaborator (as defined in the Letter Agreement) (i.e., a corporate partner, as defined in the License Agreement) would be excluded from the Company’s payment obligations to Whitehead. The Company and Whitehead further agreed, among other things, that the Company will make certain payments to Whitehead (i) as Net Sales (as defined in the License Agreement) as long as the Company receives those payments from the Collaborator on a specified number of products purchased by the Collaborator and (ii) upon the achievement of certain milestones whether by the Company or the Collaborator. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Leases | 8. Leases The Company leases office and laboratory space for approximately 11,000 square feet of space in Exton, Pennsylvania. The lease includes certain options to extend. In August 2023, the Company extended the existing lease term until March 2025. Supplemental condensed balance sheet information related to leases comprised of the following (in thousands): September 30, 2023 December 31, 2022 Operating lease right-of-use assets $ 345 $ 284 Operating lease liability $ 228 $ 229 Operating lease liability, net of current portion 122 62 Total operating lease liability $ 350 $ 291 Operating lease liability and operating lease liability, net of current portion is included in accrued expenses and other current liabilities and other long-term liabilities, respectively, in the accompanying condensed balance sheets. Operating lease expense recorded as research and development and general and administrative expenses in the condensed statements of operations was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 General and administrative $ 16 $ 40 $ 54 $ 57 Research and development 45 20 128 124 Total lease expense $ 61 $ 60 $ 182 $ 181 Other operating lease information as of September 30, 2023 was as follows: Weighted-average remaining lease term (in years) 1.5 Weighted-average discount rate 9.0% Supplemental cash flow information related to the operating lease was as follows (in thousands): Nine Months Ended September 30, 2023 2022 Cash paid for operating lease liability $ 184 $ 173 As of September 30, 2023, minimum rental commitments under the operating lease were as follows (in thousands): Years ending December 31, Amount 2023 (represents remaining three months in 2023) $ 63 2024 250 2025 63 Total lease payments 376 Less imputed interest (26) Present value of lease liability $ 350 |
Common stock
Common stock | 9 Months Ended |
Sep. 30, 2023 | |
Common stock | |
Common stock | 9. Common 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 holders of a majority in interest of the Company’s stockholders entitled to vote thereon, the holders of common stock are entitled to receive dividends out of legally available funds. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of common stock are entitled to share ratably in the remaining assets of the Company available for distribution. In January 2023, the Company sold 5,925 shares of common stock under the ATM Agreement resulting in net proceeds of approximately $34,000. On January 15, 2023, the Company issued 55,250 shares of common stock in the aggregate to certain non-employee board of directors pursuant to the 2020 Equity Incentive Plan in lieu of the non-employee director board and committee cash retainers owed for service on the board of directors in 2022. Warrants to acquire shares of common stock At September 30, 2023, common stock warrants outstanding were as follows: Warrants Warrants Outstanding Exercise Price per Share Expiration Date Series B 500,000 $ 10.00 April 28, 2024 On June 2, 2023, 803,112 Series A warrants with an exercise price of $9.00 expired. No warrants were exercised during the three and nine months ended September 30, 2023 and 2022, respectively. |
Share-based compensation
Share-based compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-based compensation | |
Share-based compensation | 10. Share-based compensation On September 18, 2020, the Company adopted the 2020 Equity Incentive Plan, or the 2020 Plan, which supersedes all prior equity incentive plans. Under the 2020 Plan, the number of shares of 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 the Company’s 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. On January 1, 2023, the number of shares available for future issuance under the 2020 Plan increased by 485,153 shares. On September 29, 2023, the number of shares available for future issuance under the 2020 Plan increased by 2,955,280 shares. As of September 30, 2023, there were 4,205,361 shares available for future issuance under the 2020 Plan. The Company also adopted the 2020 Employee Stock Purchase Plan, or the ESPP, 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. The maximum number of shares of common stock that may be issued under the ESPP 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. On January 1, 2023, the number of shares available for future issuance under the ESPP increased by 121,288 shares. As of September 30, 2023, there were 473,733 shares available under the ESPP. No shares of common stock have been issued under the ESPP as of September 30, 2023. The 2020 Plan and the ESPP 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 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 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 for stock options and restricted stock awards as research and development and general and administrative expenses in the condensed statements of operations is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Research and development $ 466 $ 480 $ 1,323 $ 1,387 General and administrative 617 860 2,017 2,590 $ 1,083 $ 1,340 $ 3,340 $ 3,977 Unrecognized compensation cost related to unvested options and restricted stock awards was $7.4 million as of September 30, 2023 and will be recognized over an estimated weighted average period of 1.2 years. Stock options The weighted average assumptions used in the Black-Scholes option-pricing model for stock options granted were: Nine Months Ended September 30, 2023 2022 Expected volatility 88.5 % 85.6 % Risk-free interest rate 3.8 % 2.7 % Expected term (in years) 6.03 5.97 Expected dividend yield — — Fair value of common stock $ 4.87 $ 3.64 A summary of option activity under the 2020 Plan and prior Plans during the nine months ended September 30, 2023 was as follows: Weighted average Number of exercise price shares per share Outstanding at January 1, 2023 2,519,405 9.60 Granted 658,900 4.87 Forfeited (98,216) 11.56 Expired (55,670) 16.59 Outstanding at September 30, 2023 3,024,419 8.38 Exercisable at September 30, 2023 1,669,562 8.76 The weighted-average grant date fair value per share of stock options granted during the nine months ended September 30, 2023 and 2022 was $3.67 and $2.65, respectively. The aggregate intrinsic value for options exercisable at September 30, 2023 was $6.7 million. The aggregate intrinsic value of stock options outstanding at September 30, 2023 was $11.2 million. The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2023 was $0.1 million. Restricted stock awards During February 2023, the Company granted 25,000 shares of restricted stock awards to a consultant in exchange for services that vest evenly over twelve months with a vesting start date in January 2023. The weighted average grant fair value was $5.62 per share. In July 2023, the consulting agreement was terminated which ceased the continuation of vesting of the restricted stock awards. |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent events. | |
Subsequent events | 11. Subsequent events The Merger with Morphimmune On October 2, 2023 the Company closed the Merger transaction contemplated by the Merger Agreement. As a result of the Merger, the Company acquired 100% of the outstanding equity interests of Morphimmune through the issuance of 8,835,710 shares of the Company’s common stock to Morphimmune stockholders, based upon an exchange ratio of 0.3042 shares of the Company’s common stock for each outstanding share of Morphimmune capital stock. Upon completion of the Merger, 8,128,096 options to purchase shares of Morphimmune capital stock were converted into 2,472,567 options to purchase shares of the Company’s common stock with a weighted average exercise price of $1.29 per share. All other terms and conditions associated with these options, including vesting and exercisability are governed by the original terms and conditions of Morphimmune’s legacy equity plan. The Company will account for the acquisition of Morphimmune as an asset acquisition as substantially all of the fair value of the gross assets acquired of Morphimmune is concentrated within two programs that are considered a group of similar assets. These programs are deemed to be similar IPR&D assets being acquired based on the similarity of: (i) their current preclinical stage of development, (ii) solid tumor therapeutic indications, (iii) risks for development, (iv) regulatory pathway, and (v) economics of commercialization. Under the asset acquisition method of accounting, the assets acquired and liabilities assumed are recognized and measured at fair value and no goodwill is recorded or recognized. Acquired IPR&D that has no future alternative use is expensed at the time of acquisition. Sale of Common Stock On June 28, 2023, in connection with the Merger Agreement, the Company entered into subscription agreements with certain investors pursuant to which the Company would sell shares of its common stock, immediately following the completion of the Merger, in exchange for gross proceeds of $125.0 million. Immediately following the completion of the Merger, the Company sold 21,690,871 shares of its common stock pursuant to the subscription agreements. The Company recognized net proceeds of $125.0 million from this PIPE transaction, $61.0 million of which was received on or prior to September 30, 2023 and recorded as a deposit liability in the accompanying condensed balance sheets as of September 30, 2023. The deposit liability was subsequently reclassified to stockholders’ equity upon completion of the sale of common stock in October 2023. Termination of Chief Executive Officer In accordance with the terms of the Merger Agreement, the Company’s CEO resigned as a board member, officer and employee of the Company. Upon termination, 162,083 options immediately vested and the related unamortized stock-based compensation expense was immediately recognized. In addition, the CEO was eligible to receive approximately $1.0 million in termination benefits comprised of salary, bonus and related benefits and were recognized at the time of termination. Stock Options Granted for New Chief Executive Officer On June 28, 2023 and contingent upon completion of the Merger, the Company entered into an employment agreement with Dr. Clay Siegall, the President and CEO of Morphimmune, whereby Dr. Siegall was granted 2,137,080 options to purchase shares of the Company’s common stock at an initial exercise price of $5.91 per share. The options vest over time during Dr. Siegall’s continued employment, which commenced on October 2, 2023, in connection with the closing of the Merger, to which 25% of the options granted will vest after one year of employment with Immunome and the remaining 75% of the options granted will vest monthly over the remaining 36 months following the one year anniversary, subject to acceleration in certain circumstances. The estimated grant date fair value of Dr. Siegall’s award was $9.6 million or $4.49 per share. New Lease Agreement In October 2023, the Company entered into a lease in Bothell, Washington. The lease has a five-year term. Board of Directors Stock Options Exercise Period Extension In October 2023, the stock options held by directors who resigned in connection with the Merger were amended so that: (a) the post-termination exercise period was extended to one year and (b) the vesting of all unvested shares was accelerated. Open Market Sale Agreement, or the ATM Agreement On November 8, 2023, the Company provided notice of termination of the ATM Agreement to Jefferies. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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, or 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, or ASC, and Accounting Standards Updates, or ASU, promulgated by the Financial Accounting Standards Board, or FASB. |
Unaudited interim results | Unaudited interim results These unaudited condensed financial statements and accompanying notes should be read in conjunction with the Company’s annual financial statements and the notes thereto included in the Company’s Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. The accompanying condensed financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 are unaudited but have been prepared on the same basis as the annual audited financial statements and include all adjustments that management believes to be necessary for a fair presentation of the periods presented. Interim results are not necessarily indicative of results for a full year. Condensed balance sheet amounts as of December 31, 2022 have been derived from the audited financial statements as of that date. |
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 condensed financial statements include, but are not limited to, the expected volatility used to estimate fair value of stock options, accrued research and development expenses, and the estimated costs which drive the revenue recognition for the Collaboration Agreement with AbbVie. 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, or the 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 of America. |
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 value 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 and restricted cash are Level 1 assets as of September 30, 2023 and December 31, 2022. |
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. Cash will be released from restriction upon termination of the lease. Restricted cash was $0.1 million at both September 30, 2023 and 2022, respectively. The following table provides a reconciliation of the components of cash and cash equivalents and restricted cash presented in the condensed statements of cash flows: (in thousands) September 30, 2023 September 30, 2022 Cash and cash equivalents $ 90,641 $ 27,078 Restricted cash 100 100 $ 90,741 $ 27,178 |
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. The Company maintains deposits in a financial institution 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 a financial institution that management believes to be of high credit quality, and the Company has not experienced any losses on these deposits. |
Equity issuance costs | Equity issuance costs The Company capitalized costs that were directly associated with establishing the ATM Agreement and shelf registration statement in 2021. These costs will remain capitalized until such financings are consummated, at which time such costs will be recorded against the gross proceeds from the applicable financing. If a financing is abandoned, deferred offering costs are expensed. Ongoing costs that are directly associated with the ATM Agreement are expensed as incurred. During the quarter ended September 30, 2023, the Company expensed the remaining $0.3 million of deferred offering costs related to the ATM when it decided to abandon any future use of the ATM. On November 8, 2023, the Company provided notice of termination of the ATM Agreement to Jefferies. During the quarter ended September 30, 2023, the Company capitalized $0.1 million of costs that were directly associated with the PIPE transaction. These costs will be recorded against the gross proceeds from the PIPE transaction when it closed in October 2023. Deferred offering costs were $0.1 million as of September 30, 2023 and $0.3 million as of December 31, 2022 on the condensed balance sheets. |
Government assistance programs | Government assistance programs The Company accounts for amounts received under its DoD expense reimbursement contract as contra-research and development expenses in the condensed statements of operations. |
Collaboration revenue | Collaboration revenue The Company evaluates its collaborative arrangements pursuant to ASC 808, Collaborative Arrangements, or ASC 808, and ASC 606, Revenue from Contracts with Customers, or ASC 606. The Company considers the nature and contractual terms of collaborative arrangements and assesses whether the arrangement involves a joint operating activity pursuant to which the Company is an active participant and is exposed to significant risks and rewards with respect to the arrangement. If the Company is an active participant and is exposed to significant risks and rewards with respect to the arrangement, the Company accounts for the arrangement as a collaboration under ASC 808. If it is not exposed to significant risks and rewards and the contract is with a customer, the Company accounts for the collaboration under ASC 606. Payments pursuant to collaborative arrangements may include non-refundable upfront payments, research option and license option payments, milestone payments upon the achievement of significant regulatory and development events, commercial sales milestones, and royalties on product sales. The amount of variable consideration is constrained until it is probable that the revenue is not at a significant risk of reversal in a future period. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under a collaboration arrangement, the Company applies the five-step model of ASC 606: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract, including whether they are capable of being distinct; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, and assessing the recognition of variable consideration. When consideration is received prior to the Company completing its performance obligation under the terms of a contract, a contract liability is recorded as deferred revenue. Deferred revenue expected to be recognized as revenue within the twelve months following the balance sheet date is classified as a current liability. In January 2023, the Company entered into the Collaboration Agreement with AbbVie, which was determined to be within the scope of ASC 606. Please see Note 3 for further information related to the accounting for the Collaboration Agreement. |
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 and clinical development expenses, including manufacture and testing of clinical supplies, consulting and other contracted services. Additionally, under the terms of the license agreements described in Note 7, the Company is obligated to make future payments should certain development and regulatory milestones be achieved. 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 condensed 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. The exercise price is the fair value of the common stock as of the measurement date. |
Net loss per share | Net loss per share Basic net loss per share of common stock is computed by dividing the net loss attributable to common stockholders 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 attributable to common stockholders 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 outstanding as of September 30, 2023 and 2022 have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: September 30, 2023 2022 Stock options (1) 3,024,419 2,509,759 Common stock warrants (1) 500,000 1,303,112 3,524,419 3,812,871 (1) Represents common stock equivalents. 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 three and nine months ended September 30, 2023 and 2022. |
Leases | Leases The Company accounts for leases in accordance with ASC 842, Leases Operating lease liabilities and their corresponding right-of-use assets are recorded based on their present value of lease payments over the remaining lease term. Options to extend the lease term are included in the Company’s assessment of the lease term only if there is a reasonable assessment that the Company will renew. Leases are discounted to its present value using either the interest rate implicit in the Company’s lease or its incremental borrowing rate, which reflects the fixed rate in which the Company could borrow on a collateralized basis the amount of lease payments in the same currency, for a similar term, in a similar economic environment. |
Recently adopted accounting standard | Recently adopted accounting standard On January 1, 2023, the Company adopted ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of significant accounting policies | |
Schedule of reconciliation of the components of cash and restricted cash reported in balance sheet | (in thousands) September 30, 2023 September 30, 2022 Cash and cash equivalents $ 90,641 $ 27,078 Restricted cash 100 100 $ 90,741 $ 27,178 |
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 outstanding as of September 30, 2023 and 2022 have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: September 30, 2023 2022 Stock options (1) 3,024,419 2,509,759 Common stock warrants (1) 500,000 1,303,112 3,524,419 3,812,871 (1) Represents common stock equivalents. |
Collaboration Agreement with _2
Collaboration Agreement with AbbVie (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Collaboration Agreement with AbbVie | |
Summarizes the change in deferred revenue | The following table summarizes the change in deferred revenue (in thousands): Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Balance at the beginning of the period $ 23,373 $ — Deferral of revenue — 30,000 Recognition of unearned revenue (3,565) (10,192) Balance at the end of the period $ 19,808 $ 19,808 |
Prepaid expenses and other as_2
Prepaid expenses and other assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid expenses and other assets | |
Schedule of prepaid expenses and other current assets | (in thousands) September 30, 2023 December 31, 2022 Prepaid subscriptions and service contracts $ 416 $ 876 Research and development advance payments 209 445 CARES Act employee retention credit receivable - 847 Prepaid insurance 148 158 $ 773 $ 2,326 |
Accrued expenses and other li_2
Accrued expenses and other liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued expenses and other liabilities | |
Schedule of accrued expenses and other liabilities | (in thousands) September 30, 2023 December 31, 2022 Research and development $ 713 $ 2,261 Compensation and related benefits 1,377 1,874 Professional fees 493 481 Short-term operating lease liability and other liabilities 249 293 Other 537 22 $ 3,369 $ 4,931 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Supplemental balance sheet information | Supplemental condensed balance sheet information related to leases comprised of the following (in thousands): September 30, 2023 December 31, 2022 Operating lease right-of-use assets $ 345 $ 284 Operating lease liability $ 228 $ 229 Operating lease liability, net of current portion 122 62 Total operating lease liability $ 350 $ 291 |
Supplemental lease expense | Operating lease expense recorded as research and development and general and administrative expenses in the condensed statements of operations was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 General and administrative $ 16 $ 40 $ 54 $ 57 Research and development 45 20 128 124 Total lease expense $ 61 $ 60 $ 182 $ 181 |
Schedule of other information related to the operating lease | Weighted-average remaining lease term (in years) 1.5 Weighted-average discount rate 9.0% |
Supplemental cash flow information | Supplemental cash flow information related to the operating lease was as follows (in thousands): Nine Months Ended September 30, 2023 2022 Cash paid for operating lease liability $ 184 $ 173 |
Schedule of future minimum lease payments under operating lease | As of September 30, 2023, minimum rental commitments under the operating lease were as follows (in thousands): Years ending December 31, Amount 2023 (represents remaining three months in 2023) $ 63 2024 250 2025 63 Total lease payments 376 Less imputed interest (26) Present value of lease liability $ 350 |
Common stock (Tables)
Common stock (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Common stock | |
Schedule of warrants outstanding | At September 30, 2023, common stock warrants outstanding were as follows: Warrants Warrants Outstanding Exercise Price per Share Expiration Date Series B 500,000 $ 10.00 April 28, 2024 |
Share-based compensation (Table
Share-based compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-based compensation | |
Schedule of stock-based compensation expense | Share-based compensation expense recorded for stock options and restricted stock awards as research and development and general and administrative expenses in the condensed statements of operations is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Research and development $ 466 $ 480 $ 1,323 $ 1,387 General and administrative 617 860 2,017 2,590 $ 1,083 $ 1,340 $ 3,340 $ 3,977 |
Schedule of weighted average assumptions used in option-pricing | The weighted average assumptions used in the Black-Scholes option-pricing model for stock options granted were: Nine Months Ended September 30, 2023 2022 Expected volatility 88.5 % 85.6 % Risk-free interest rate 3.8 % 2.7 % Expected term (in years) 6.03 5.97 Expected dividend yield — — Fair value of common stock $ 4.87 $ 3.64 |
Schedule of option activity | A summary of option activity under the 2020 Plan and prior Plans during the nine months ended September 30, 2023 was as follows: Weighted average Number of exercise price shares per share Outstanding at January 1, 2023 2,519,405 9.60 Granted 658,900 4.87 Forfeited (98,216) 11.56 Expired (55,670) 16.59 Outstanding at September 30, 2023 3,024,419 8.38 Exercisable at September 30, 2023 1,669,562 8.76 |
Nature of the business (Details
Nature of the business (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2023 | Jun. 30, 2023 | Jan. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jan. 04, 2023 | Oct. 01, 2021 | |
Net loss | $ 4,345,000 | $ 8,533,000 | $ 14,172,000 | $ 29,110,000 | ||||||
Accumulated deficit | 130,173,000 | 130,173,000 | $ 116,001,000 | |||||||
Proceeds from sales of equity and debt | 155,100,000 | |||||||||
Reimbursement expenses received | 17,600,000 | |||||||||
Deposit liability | 61,000,000 | 61,000,000 | ||||||||
Cash and cash equivalents | $ 90,641,000 | $ 27,078,000 | 90,641,000 | $ 27,078,000 | $ 20,323,000 | |||||
Prepayments from PIPE transaction recorded as deposit liability | 61,000,000 | |||||||||
Proceeds from issuance of common stock | $ 34,000 | |||||||||
Collaboration agreement with AbbVie | ||||||||||
Upfront payment | $ 30,000,000 | |||||||||
Collaboration agreement with AbbVie | Maximum | ||||||||||
Potentially eligible amount receivable | $ 2,800,000,000 | |||||||||
Subscription Agreements | ||||||||||
Sale of common stock | 21,690,871 | |||||||||
Proceeds from issuance of common stock | $ 64,000,000 | $ 125,000,000 | ||||||||
Open Market Sale | ||||||||||
Sale of common stock | 5,925 | 5,925 | ||||||||
Proceeds from issuance of common stock | $ 34,000 | $ 34,000 | ||||||||
Open Market Sale | Maximum | ||||||||||
Securities aggregate price | $ 75,000,000 |
Summary of significant accoun_4
Summary of significant accounting policies - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Summary of significant accounting policies | ||||
Number of operating segments | segment | 1 | |||
Restricted cash | $ 100 | $ 100 | $ 100 | $ 100 |
Deferred offering costs | 300 | |||
Capitalized costs associated with PIPE transaction | 100 | |||
Deferred offering costs | $ 100 | $ 100 | $ 300 | |
Expected dividend yield | 0% |
Summary of significant accoun_5
Summary of significant accounting policies - Components of cash and restricted cash (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Summary of significant accounting policies | ||||
Cash and cash equivalents | $ 90,641 | $ 20,323 | $ 27,078 | |
Restricted cash | 100 | 100 | ||
Cash and restricted cash | $ 90,741 | $ 20,423 | $ 27,178 | $ 49,329 |
Summary of significant accoun_6
Summary of significant accounting policies - Anti-dilutive (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||
Anti-dilutive securities | 3,524,419 | 3,812,871 |
Stock options | ||
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||
Anti-dilutive securities | 3,024,419 | 2,509,759 |
Common stock warrants | ||
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||
Anti-dilutive securities | 500,000 | 1,303,112 |
Collaboration Agreement with _3
Collaboration Agreement with AbbVie - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Jan. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Collaboration revenue | $ 3,565 | $ 10,192 | |
Collaboration agreement with AbbVie | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Upfront payment | $ 30,000 | ||
Anniversary of first commercial sale (in years) | 10 years | ||
Performance obligation | $ 30,000 | ||
Collaboration revenue | $ 3,565 | $ 10,192 | |
Estimated research and development period | 1 year 3 months | ||
Collaboration agreement with AbbVie | Maximum | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Additional platform access payments | 70,000 | ||
Development and commercial sale milestone receivable per target | 120,000 | ||
Sales based milestone based on achievement | $ 150,000 |
Collaboration Agreement with _4
Collaboration Agreement with AbbVie - Change in deferred revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Deferral of revenue | $ 19,808 | |
Recognition of unearned revenue | $ 3,565 | 10,192 |
Collaboration agreement with AbbVie | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Balance at the beginning of the period | 23,373 | |
Deferral of revenue | 30,000 | |
Recognition of unearned revenue | 3,565 | 10,192 |
Balance at the end of the period | $ 19,808 | $ 19,808 |
Government assistance programs
Government assistance programs (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Jul. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | May 31, 2021 | |
Unusual or Infrequent Item, or Both [Line Items] | ||||||
Employee retention credit receivable | $ 847 | |||||
Other Transaction Authority for Prototype Agreement | ||||||
Unusual or Infrequent Item, or Both [Line Items] | ||||||
Grants Receivable | $ 13,300 | $ 17,600 | ||||
Expenses relating to extension of an agreement | $ 0 | |||||
Payment period of reimbursement contract | 30 days | |||||
Contra-research and development expense | $ 0 | $ 600 | ||||
Reimbursement expenses received | $ 17,600 |
Prepaid expenses and other as_3
Prepaid expenses and other assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid expenses and other assets | ||
Prepaid subscriptions and service contracts | $ 416 | $ 876 |
Research and development advance payments | 209 | 445 |
CARES Act employee retention credit receivable | 847 | |
Prepaid insurance | 148 | 158 |
Prepaid expenses and other assets | $ 773 | $ 2,326 |
Accrued expenses and other li_3
Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued expenses and other liabilities | ||
Research and development | $ 713 | $ 2,261 |
Compensation and related benefits | 1,377 | 1,874 |
Professional fees | 493 | 481 |
Short-term operating lease liability and other liabilities | 249 | 293 |
Accrued expenses and other liabilities | 3,369 | 4,931 |
Other | $ 537 | $ 22 |
Commitments and contingencies (
Commitments and contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments and contingencies | ||||
Defined contribution | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.2 |
Product development and regulatory approval milestone payments | 2.6 | 2.6 | ||
Commercial milestone payments | 1.5 | 1.5 | ||
Collaborative agreement, milestone payments made | $ 0 | $ 0.1 | $ 0 | $ 0.1 |
Leases (Details)
Leases (Details) ft² in Thousands | Sep. 30, 2023 ft² |
Office and laboratory space | |
Lessee, Lease, Description [Line Items] | |
Area under lease | 11 |
Leases - Balance Sheet related
Leases - Balance Sheet related information (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | $ 345 | $ 284 |
Office and laboratory space | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | 345 | 284 |
Operating lease liability | 228 | 229 |
Operating lease liability, net of current portion | 122 | 62 |
Total operating lease liability | $ 350 | $ 291 |
Leases - Lease expense (Details
Leases - Lease expense (Details) - Office and laboratory space - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease cost | $ 61 | $ 60 | $ 182 | $ 181 |
General and administrative | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease cost | 16 | 40 | 54 | 57 |
Research and development | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease cost | $ 45 | $ 20 | $ 128 | $ 124 |
Leases - Additional lease relat
Leases - Additional lease related information (Details) - Office and laboratory space | Sep. 30, 2023 |
Lessee, Lease, Description [Line Items] | |
Weighted-average remaining lease term (in years) | 1 year 6 months |
Weighted-average discount rate | 9% |
Leases - Cash flow information
Leases - Cash flow information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Office and laboratory space | ||
Lessee, Lease, Description [Line Items] | ||
Cash paid for operating lease liability | $ 184 | $ 173 |
Leases - Lease maturity (Detail
Leases - Lease maturity (Details) - Office and laboratory space - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Lessee, Lease, Description [Line Items] | ||
2023 (represents remaining three months in 2023) | $ 63 | |
2024 | 250 | |
2025 | 63 | |
Total lease payments | 376 | |
Less imputed interest | (26) | |
Total operating lease liability | $ 350 | $ 291 |
Common stock (Details)
Common stock (Details) | 1 Months Ended | 9 Months Ended | |
Jan. 15, 2023 shares | Jan. 31, 2023 USD ($) shares | Sep. 30, 2023 USD ($) Vote shares | |
Common stock voting right | Vote | 1 | ||
Proceeds from issuance of common stock | $ | $ 34,000 | ||
2020 Plan | Non-employee | |||
Shares issued | shares | 55,250 | ||
Open Market Sale | |||
Stock issued | shares | 5,925 | 5,925 | |
Proceeds from issuance of common stock | $ | $ 34,000 | $ 34,000 |
Common stock - Warrants (Detail
Common stock - Warrants (Details) - Warrants - $ / shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 02, 2023 | |
Class of Warrant or Right [Line Items] | |||||
Warrants exercised, numbers | 0 | 0 | 0 | 0 | |
Series A Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding | 803,112 | ||||
Exercise price | $ 9 | ||||
Series B Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding | 500,000 | 500,000 | |||
Exercise price | $ 10 | $ 10 |
Share-based compensation - Plan
Share-based compensation - Plans (Details) - shares | 9 Months Ended | ||
Sep. 29, 2023 | Jan. 01, 2023 | Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
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% | ||
Shares available for future issuance | 4,205,361 | ||
Increase in shares available for future issuance | 2,955,280 | 485,153 | |
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for grant | 473,733 | ||
Increase in shares available for future issuance | 121,288 | ||
Authorized stock options | 125,000 | ||
Employee Stock Purchase Plan, Threshold Period For Which Common Stock Is Automatically Added To Arrive At Authorized Shares | 10 years | ||
Percentage of outstanding capital stock | 1% | ||
Number of common shares added in authorized | 1,000,000 | ||
Awards granted | 0 |
Share-based compensation - Cost
Share-based compensation - Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,083 | $ 1,340 | $ 3,340 | $ 3,977 |
Unrecognized compensation cost | 7,400 | $ 7,400 | ||
Recognition period | 1 year 2 months 12 days | |||
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 466 | 480 | $ 1,323 | 1,387 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 617 | $ 860 | $ 2,017 | $ 2,590 |
Share-based compensation - Assu
Share-based compensation - Assumptions (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based compensation | ||
Expected volatility | 88.50% | 85.60% |
Risk-free interest rate | 3.80% | 2.70% |
Expected term (in years) | 6 years 10 days | 5 years 11 months 19 days |
Expected dividend yield | 0% | |
Fair value of common stock | $ 4.87 | $ 3.64 |
Share-based compensation - Opti
Share-based compensation - Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Number of shares | ||
Options, Beginning balance | 2,519,405 | |
Options, Granted | 658,900 | |
Options, Forfeited | (98,216) | |
Options, Expired | (55,670) | |
Options, Ending balance | 3,024,419 | |
Options, Exercisable | 1,669,562 | |
Weighted Average Exercise price | ||
Beginning price | $ 9.60 | |
Granted | 4.87 | |
Forfeited | 11.56 | |
Expired | 16.59 | |
Ending price | 8.38 | |
Exercisable | 8.76 | |
Weighted average grant date fair value | $ 3.67 | $ 2.65 |
Intrinsic value, exercisable | $ 6.7 | |
Intrinsic value, outstanding | 11.2 | |
Intrinsic value, exercised | $ 0.1 |
Share-based compensation - Rest
Share-based compensation - Restricted stock awards (Details) - Restricted Stock - Consultant | 1 Months Ended |
Feb. 28, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted during the year | shares | 25,000 |
Vesting period | 12 months |
Weighted average grant fair value | $ / shares | $ 5.62 |
Subsequent events (Details)
Subsequent events (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||||
Oct. 02, 2023 | Jun. 28, 2023 | Oct. 31, 2023 | Jun. 30, 2023 | Jan. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | |||||||
Proceeds from Issuance of Common Stock | $ 34,000 | ||||||
Options, Granted | 658,900 | ||||||
Weighted average grant date fair value | $ 3.67 | $ 2.65 | |||||
Maximum | |||||||
Subsequent Event [Line Items] | |||||||
Vesting period | 4 years | ||||||
Open Market Sale | |||||||
Subsequent Event [Line Items] | |||||||
Stock issued | 5,925 | 5,925 | |||||
Proceeds from Issuance of Common Stock | $ 34,000 | $ 34,000 | |||||
Subscription Agreements | |||||||
Subsequent Event [Line Items] | |||||||
Stock issued | 21,690,871 | ||||||
Proceeds from Issuance of Common Stock | $ 64,000,000 | $ 125,000,000 | |||||
Morphimmune Inc | Dr. Clay Siegall | |||||||
Subsequent Event [Line Items] | |||||||
Exercise price | $ 5.91 | ||||||
Options, Granted | 2,137,080 | ||||||
Morphimmune Inc | Subscription Agreements | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from Issuance of Common Stock | $ 125,000,000 | $ 125,000,000 | |||||
Subsequent events | |||||||
Subsequent Event [Line Items] | |||||||
Lease term | 5 years | ||||||
Minimum post-termination exercise period of stock options | 1 year | ||||||
Subsequent events | Morphimmune Inc | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of ownership interest acquired | 100% | ||||||
Number of shares issuable | 8,835,710 | ||||||
Exchange ratio | 0.3042 | ||||||
Options to purchase shares of common stock | 2,472,567 | ||||||
Exercise price | $ 1.29 | ||||||
Subsequent events | Morphimmune Inc | Company's CEO | |||||||
Subsequent Event [Line Items] | |||||||
Options vested | 162,083 | ||||||
Termination benefits comprised of salary, bonus and related benefits | $ 1,000,000 | ||||||
Subsequent events | Morphimmune Inc | Dr. Clay Siegall | |||||||
Subsequent Event [Line Items] | |||||||
Estimated grant date fair value | $ 9,600,000 | ||||||
Weighted average grant date fair value | $ 4.49 | ||||||
Subsequent events | Morphimmune Inc | Dr. Clay Siegall | One-year anniversary | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of vesting | 25% | ||||||
Subsequent events | Morphimmune Inc | Dr. Clay Siegall | Over next 36 months | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of vesting | 75% | ||||||
Vesting period | 36 months | ||||||
Subsequent events | Morphimmune Inc | Subscription Agreements | |||||||
Subsequent Event [Line Items] | |||||||
Stock issued | 21,690,871 | ||||||
Subsequent events | Morphimmune Inc | Morphimmune Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Options to purchase shares of common stock | 8,128,096 |