Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 07, 2024 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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 | 18702 N. Creek Parkway | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Bothell | |
Entity Address State Or Province | WA | |
Entity Address, Postal Zip Code | 98011 | |
City Area Code | 425 | |
Local Phone Number | 939-7410 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | IMNM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 60,054,372 | |
Entity Central Index Key | 0001472012 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 165,332 | $ 98,679 |
Marketable securities | 113,021 | 39,463 |
Prepaid expenses and other current assets | 5,931 | 6,561 |
Total current assets | 284,284 | 144,703 |
Property and equipment, net | 6,096 | 2,073 |
Operating right-of-use assets | 2,523 | 1,564 |
Restricted cash | 100 | 100 |
Other long-term assets | 3,212 | 100 |
Total assets acquired | 296,215 | 148,540 |
Current liabilities: | ||
Accounts payable | 7,047 | 3,311 |
Accrued expenses and other current liabilities | 20,264 | 8,025 |
Deferred revenue, current | 12,589 | 10,493 |
Total current liabilities | 39,900 | 21,829 |
Deferred revenue, non-current | 5,489 | |
Operating lease liabilities, net of current portion | 2,477 | 1,340 |
Total liabilities assumed | 42,377 | 28,658 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued or outstanding at June 30, 2024 and December 31, 2023 | ||
Common stock, $0.0001 par value; 300,000,000 shares authorized at June 30, 2024 and December 31, 2023; 60,013,655 and 43,251,778 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 6 | 4 |
Additional paid-in capital | 642,251 | 342,663 |
Accumulated other comprehensive income | 2 | 22 |
Accumulated deficit | (388,421) | (222,807) |
Total stockholders' equity | 253,838 | 119,882 |
Total liabilities and stockholders' equity | $ 296,215 | $ 148,540 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Condensed Consolidated 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) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 60,013,655 | 43,251,778 |
Common stock, shares outstanding (in shares) | 60,013,655 | 43,251,778 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Condensed Consolidated Statements of Operations and Comprehensive Loss | ||||
Collaboration revenue | $ 2,364 | $ 4,263 | $ 3,393 | $ 6,627 |
Operating expenses: | ||||
In-process research and development | 6,312 | 118,266 | ||
Research and development | 29,083 | 5,716 | 44,452 | 9,629 |
General and administrative | 6,978 | 4,320 | 12,983 | 7,242 |
Total operating expenses | 42,373 | 10,036 | 175,701 | 16,871 |
Loss from operations | (40,009) | (5,773) | (172,308) | (10,244) |
Interest income | 3,887 | 216 | 6,694 | 417 |
Net loss | $ (36,122) | $ (5,557) | $ (165,614) | $ (9,827) |
Per share information: | ||||
Net loss per share, Basic | $ (0.60) | $ (0.46) | $ (2.97) | $ (0.81) |
Net loss per share, Diluted | $ (0.60) | $ (0.46) | $ (2.97) | $ (0.81) |
Weighted-average shares outstanding, Basic | 59,936,703 | 12,197,801 | 55,740,543 | 12,190,182 |
Weighted-average shares outstanding, Diluted | 59,936,703 | 12,197,801 | 55,740,543 | 12,190,182 |
Comprehensive loss: | ||||
Net loss | $ (36,122) | $ (5,557) | $ (165,614) | $ (9,827) |
Unrealized loss on marketable securities | (2) | (20) | ||
Comprehensive loss | $ (36,124) | $ (5,557) | $ (165,634) | $ (9,827) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Ayala Purchase Agreement Common stock | Ayala Purchase Agreement Additional Paid-in Capital | Ayala Purchase Agreement | License agreement with Zentalis Pharmaceuticals, Inc Common stock | License agreement with Zentalis Pharmaceuticals, Inc Additional Paid-in Capital | License agreement with Zentalis Pharmaceuticals, Inc | ATM Common stock | ATM Additional Paid-in Capital | ATM | Public offering Common stock | Public offering Additional Paid-in Capital | Public offering | Common stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
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 | 1,200 | 1,200 | |||||||||||||||
Issuance of common stock | $ 34 | $ 34 | 221 | 221 | |||||||||||||
Issuance of common stock ( in shares) | 5,925 | 55,250 | |||||||||||||||
Vesting of restricted stock awards | 24 | 24 | |||||||||||||||
Vesting of restricted stock awards (shares) | 4,166 | ||||||||||||||||
Net Income (Loss) | (4,270) | (4,270) | |||||||||||||||
Balance at Mar. 31, 2023 | $ 1 | 134,132 | (120,271) | 13,862 | |||||||||||||
Balance (shares) at Mar. 31, 2023 | 12,194,184 | ||||||||||||||||
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] | |||||||||||||||||
Exercise of stock options (shares) | 0 | ||||||||||||||||
Exercise of common stock warrants (in shares) | 0 | ||||||||||||||||
Net Income (Loss) | $ (9,827) | ||||||||||||||||
Balance at Jun. 30, 2023 | $ 1 | 135,165 | (125,828) | 9,338 | |||||||||||||
Balance (shares) at Jun. 30, 2023 | 12,200,433 | ||||||||||||||||
Balance at Mar. 31, 2023 | $ 1 | 134,132 | (120,271) | 13,862 | |||||||||||||
Balance (shares) at Mar. 31, 2023 | 12,194,184 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Share-based compensation expense | 998 | 998 | |||||||||||||||
Vesting of restricted stock awards | 35 | $ 35 | |||||||||||||||
Vesting of restricted stock awards (shares) | 6,249 | ||||||||||||||||
Exercise of common stock warrants (in shares) | 0 | ||||||||||||||||
Net Income (Loss) | (5,557) | $ (5,557) | |||||||||||||||
Balance at Jun. 30, 2023 | $ 1 | 135,165 | (125,828) | 9,338 | |||||||||||||
Balance (shares) at Jun. 30, 2023 | 12,200,433 | ||||||||||||||||
Balance at Dec. 31, 2023 | $ 4 | 342,663 | $ 22 | (222,807) | 119,882 | ||||||||||||
Balance (shares) at Dec. 31, 2023 | 43,251,778 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Share-based compensation expense | 2,159 | 2,159 | |||||||||||||||
Issuance of common stock | $ 50,645 | $ 50,645 | $ 23,388 | $ 23,388 | $ 2 | $ 215,408 | $ 215,410 | ||||||||||
Issuance of common stock ( in shares) | 2,175,489 | 2,298,586 | 11,500,000 | ||||||||||||||
Exercise of stock options | 171 | 171 | |||||||||||||||
Exercise of stock options (shares) | 125,704 | ||||||||||||||||
Exercise of common stock warrants (in shares) | 342,686 | ||||||||||||||||
Unrealized loss on marketable securities | (18) | (18) | |||||||||||||||
Net Income (Loss) | (129,492) | (129,492) | |||||||||||||||
Balance at Mar. 31, 2024 | $ 6 | 637,861 | 4 | (352,299) | 285,572 | ||||||||||||
Balance (shares) at Mar. 31, 2024 | 59,694,243 | ||||||||||||||||
Balance at Dec. 31, 2023 | $ 4 | 342,663 | 22 | (222,807) | $ 119,882 | ||||||||||||
Balance (shares) at Dec. 31, 2023 | 43,251,778 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Exercise of stock options (shares) | 388,556 | ||||||||||||||||
Exercise of common stock warrants (in shares) | 373,057 | ||||||||||||||||
Net Income (Loss) | $ (165,614) | ||||||||||||||||
Balance at Jun. 30, 2024 | $ 6 | 642,251 | 2 | (388,421) | 253,838 | ||||||||||||
Balance (shares) at Jun. 30, 2024 | 60,013,655 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Exercise of common stock warrants | 3,427 | 3,427 | |||||||||||||||
Balance at Mar. 31, 2024 | $ 6 | 637,861 | 4 | (352,299) | 285,572 | ||||||||||||
Balance (shares) at Mar. 31, 2024 | 59,694,243 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Share-based compensation expense | 3,227 | 3,227 | |||||||||||||||
Exercise of stock options | 859 | $ 859 | |||||||||||||||
Exercise of stock options (shares) | 289,041 | ||||||||||||||||
Exercise of common stock warrants (in shares) | 30,371 | 30,371 | |||||||||||||||
Unrealized loss on marketable securities | (2) | $ (2) | |||||||||||||||
Net Income (Loss) | (36,122) | (36,122) | |||||||||||||||
Balance at Jun. 30, 2024 | $ 6 | 642,251 | $ 2 | $ (388,421) | 253,838 | ||||||||||||
Balance (shares) at Jun. 30, 2024 | 60,013,655 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Exercise of common stock warrants | $ 304 | $ 304 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
ATM | ||
Net of issuance costs | $ 1 | |
Public offering | ||
Net of issuance costs | $ 14,592 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | |||
Net loss | $ (165,614) | $ (9,827) | |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 706 | 195 | |
Amortization of right-of-use asset | 230 | 110 | |
Accretion of discounts on marketable securities | (890) | ||
Share-based compensation expense | 5,386 | 2,257 | |
Charge for purchase of in-process research and development assets | $ 6,312 | 118,266 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | 877 | 1,216 | |
Accounts payable | 2,364 | 1,276 | |
Accrued expenses and other current liabilities | 7,568 | (33) | |
Deferred revenue | (3,393) | 23,373 | |
Operating lease liabilities | (67) | (62) | |
Net cash (used in) provided by operating activities | (34,567) | 18,505 | |
Cash flows from investing activities: | |||
Purchases of in-process research and development assets | (41,723) | ||
Purchases of marketable securities | (112,688) | ||
Maturities of marketable securities | 40,000 | ||
Purchases of property and equipment | (4,508) | (446) | |
Net cash used in investing activities | (118,919) | (446) | |
Cash flows from financing activities: | |||
Proceeds from public offering | 230,002 | ||
Payment of offering costs | (14,624) | ||
Proceeds from exercise of stock options | 1,030 | ||
Proceeds from exercise of common stock warrants | 300 | 3,731 | |
Proceeds from issuance of common stock under ATM, net | 34 | ||
Net cash provided by financing activities | 220,139 | 34 | |
Net increase in cash and cash equivalents and restricted cash | 66,653 | 18,093 | |
Cash and cash equivalents and restricted cash at beginning of period | 98,779 | 20,423 | |
Cash and cash equivalents and restricted cash at end of period | 165,432 | 165,432 | 38,516 |
Reconciliation of cash and cash equivalents and restricted cash: | |||
Cash and cash equivalents | 165,332 | 165,332 | 38,416 |
Restricted cash | 100 | 100 | 100 |
Total cash, cash equivalents, and restricted cash | $ 165,432 | 165,432 | 38,516 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Issuance of common stock in exchange for in-process research and development assets | 74,033 | ||
Net liabilities assumed from purchases of in-process research and development assets | 2,041 | ||
Purchase of in-process research and development assets in accounts payable | 469 | ||
Right-of-use assets obtained in exchange for operating lease liabilities | 1,189 | ||
Issuance of common stock to certain board of directors in lieu of accrued compensation | 221 | ||
Offering costs in accounts payable and accrued expenses and other current liabilities | 204 | 100 | |
Purchases of property and equipment in accounts payable and accrued expenses and other current liabilities | $ 1,236 | $ 271 |
Nature of the business
Nature of the business | 6 Months Ended |
Jun. 30, 2024 | |
Nature of the business | |
Nature of the business | 1. Nature of the business Organization Immunome, Inc., or the Company or Immunome, is a biotechnology company focused on the development of targeted oncology therapies. The Company believes that the pursuit of novel or underexplored targets will be central to the next generation of transformative therapies, and it is dedicated to developing targeted cancer therapies with first-in-class and best-in-class potential. The Company’s goal is to establish a broad pipeline of preclinical and clinical assets and develop these assets into approved products for commercialization. To support that goal, the Company invests heavily in both business development and internal discovery programs. Immunome is advancing a pipeline comprising one clinical and two preclinical assets. The clinical asset is AL102, an investigational gamma secretase inhibitor, or GSI, currently under evaluation in a Phase 3 trial for the treatment of desmoid tumors. AL102 was acquired from Ayala Pharmaceuticals, Inc. on March 25, 2024. The preclinical assets are IM-1021, a receptor tyrosine kinase-like orphan receptor 1, or ROR1, antibody-drug conjugate, or ADC, and IM-3050, a fibroblast activation protein, or FAP, targeted radioligand therapy, or RLT. On October 2, 2023, the Company completed its merger with Morphimmune Inc., or Morphimmune, a preclinical biotechnology company focused on developing targeted oncology therapies, and Morphimmune became a wholly owned subsidiary of Immunome. Liquidity The Company has incurred significant operating losses since inception and expects to continue to incur losses from operations for the foreseeable future as it pursues development of its therapeutic candidates and other programs. As of June 30, 2024, the Company had an accumulated deficit of $388.4 million, cash and cash equivalents of $165.3 million, and marketable securities of $113.0 million. The Company has not generated any product revenue to date and does not expect to generate product revenue until it successfully completes development and obtains regulatory approval for at least one of its product candidates. Through June 30, 2024, the Company has funded its operations primarily through sales expense reimbursement from a government contract that ended in 2022 its longer-term business objectives. |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2024 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Basis of presentation The accompanying unaudited interim financial statements have been prepared in accordance with the accounting principles generally accepted in the United States, or GAAP, and following the requirements of the Securities and Exchange Commission, or the SEC, for interim reporting. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual financial statements and related notes included in the Company’s Form 10-K filed with the SEC on March 28, 2024, which provide a more complete discussion of the Company’s accounting policies and certain other information. The December 31, 2023 condensed consolidated balance sheet has been derived from the Company’s annual financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments that management believes to be necessary for a fair presentation of the Company’s financial information. Interim results are not necessarily indicative of results for a full year or any future interim period. Principles of consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the unaudited condensed consolidated financial statements and the accompanying notes. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. The Company’s significant accounting estimates include, but are not necessarily limited to, revenue recognition, the estimated fair value of share-based awards, accrued research and development expenses and the fair value of acquired in-process research and development assets. Segment and geographic information Operating segments are defined as components of an entity about which separate discrete information is available and regularly reviewed by the chief operating decision maker, its Chief Executive Officer, in deciding how to allocate resources and in assessing performance. The Company has determined that it operates as one operating and reporting Concentration of credit risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents and marketable securities. 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. Management also believes that the Company is not exposed to significant credit risk as it relates to marketable securities because the Company only invests in U.S government securities. Restricted cash Restricted cash represents collateral provided for a letter of credit issued as a security deposit in connection with one of the Company’s leased facilities. Cash will be released from restriction upon termination of the lease. Restricted cash was $0.1 million at both June 30, 2024 and December 31, 2023. Asset acquisitions Acquisitions of assets or a group of assets that do not meet the definition of a business are accounted for as asset acquisitions, with a cost accumulation model used to determine the cost of the acquisition. Common stock issued as consideration in an acquisition of assets is generally measured based on the acquisition date fair value of the equity interests issued. Direct transaction costs are recognized as part of the cost of an acquisition of assets. Intangible assets that are acquired in an asset acquisition for use in research and development activities that have an alternative future use are capitalized as in-process research and development, or IPR&D. Acquired IPR&D that has no alternative future use is expensed immediately as a component of in-process research and development expense in the condensed consolidated statements of operations and comprehensive loss. In addition to upfront consideration, acquisitions of assets may also include contingent consideration payments to be made for future milestone events or royalties on net sales of future products. The Company assesses whether such contingent consideration is subject to liability classification and fair value measurement or meets the definition of a derivative. Contingent consideration payments in an acquisition of assets not required to be accounted for as a liability at fair value are recognized when the contingency is resolved and the consideration is paid or becomes payable. Contingent consideration payments made prior to regulatory approval are expensed as incurred. Research and development expenses 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, and amounts incurred under license agreements, consulting agreements and other contracted services. Research and development costs are expensed as incurred. Non-refundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses until the related goods are delivered or services are performed. Such payments are evaluated for current or long-term classification based on when such services are expected to be received. The Company estimates preclinical, clinical trial, and other research and development expenses based on the services performed pursuant to contracts with research institutions, contract manufacturing organizations, and third-party service providers that conduct and manage preclinical studies and clinical trials and perform research services on its behalf. The Company records these costs of research and development activities based on the estimated services provided but not yet invoiced and includes these costs in accrued expenses and other current liabilities in the consolidated balance sheets and in research and development expense in the consolidated statements of operations. The Company accrues these costs based on factors such as estimates of the work completed in accordance with agreements established with its third-party service providers, actual levels of patient enrollment and reported activities at clinical trial sites. The Company makes judgments and estimates in determining the accrued expenses balance. As actual costs become known, the Company adjusts its accrued expenses. The Company has not experienced any material differences between accrued costs and actual costs incurred. However, the status and timing of actual services performed may vary from the Company’s estimates, resulting in adjustments to expenses in future periods. Changes in these estimates that result in material changes to the Company’s accrued expenses could materially affect the Company’s results of operations. Net loss per share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for the period, including the effect of dilutive securities. As the Company was in a net loss position for the three and six months ended June 30, 2024 and 2023, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive securities are antidilutive. The following potentially dilutive securities have been excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive (on an as-converted basis): June 30, 2024 2023 Stock options outstanding 8,537,999 3,038,080 Common stock warrants — 500,000 Unvested restricted stock awards — 2,083 8,537,999 3,540,163 Recent accounting standards not yet adopted In December 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-09, Improvements to Income Tax Disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures. ASU 2023-07 requires disclosure of incremental segment information on an interim and annual basis and provides new segment disclosure requirements for entities with a single reportable segment. ASU 2023-07 is effective for all public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal periods beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. |
Fair value measurement
Fair value measurement | 6 Months Ended |
Jun. 30, 2024 | |
Fair value measurement | |
Fair value measurement | 3. Fair value measurement The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following tables summarize the Company’s financial assets measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): June 30, 2024 Level Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents: Money market funds 1 $ 24,259 $ — $ — $ 24,259 U.S. treasury securities 2 139,183 1 (1) 139,183 Marketable securities: U.S. treasury securities 2 113,019 3 (1) 113,021 Total financial assets $ 276,461 $ 4 $ (2) $ 276,463 December 31, 2023 Level Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents: Money market funds 1 $ 73,988 $ — $ — $ 73,988 U.S. treasury securities 2 22,993 — — 22,993 Marketable securities: U.S. treasury securities 2 39,441 22 — 39,463 Total financial assets $ 136,422 $ 22 $ — $ 136,444 The Company’s marketable securities consist of U.S. treasury debt securities with a contractual maturity date of up to 6 months. |
Collaboration agreement with Ab
Collaboration agreement with AbbVie | 6 Months Ended |
Jun. 30, 2024 | |
Collaboration agreement with AbbVie | |
Collaboration agreement with AbbVie | 4. Collaboration agreement with AbbVie In January 2023 the Company entered into a Collaboration and Option Agreement, or the Collaboration Agreement, with AbbVie Global Enterprises Ltd., or AbbVie, pursuant to which the Company is using its discovery platform 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 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 be required to pay certain additional platform access payments of up to $70.0 million in aggregate based on the Company’s use of its discovery platform in connection with activities under each stage of the research plan and delivery of VTPs to AbbVie. If AbbVie exercises its option to purchase a VTP, then AbbVie will be required to pay an option exercise fee in the low single-digit millions for each of up to 10 VTPs for which it exercises an option. For each Product, the Company is eligible to receive development and commercial based milestones of up to $120.0 million in the aggregate and sales milestones of up to $150.0 million in the aggregate for the achievement of specified levels of annual net sales. The Company is also eligible to receive tiered royalties at percentage rates in the low single digits on annual net sales of any Products that are commercialized by AbbVie. AbbVie’s obligation to pay royalties will terminate, on a Product-by-Product and country-by-country basis, upon the earlier of (a) the later of (i) 10 years following the first commercial sale for such Product in such country, or (ii) expiration of all valid claims of patent rights covering the Product in such country, and (b) the expiration of all applicable regulatory exclusivities for such Product in such country. AbbVie may terminate the Collaboration Agreement at any time for convenience upon a specified period of prior written notice. The Company determined that the Collaboration Agreement represents a contract with a customer and consists of one performance obligation to provide research and development services, or R&D services, to AbbVie. 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. Revenue from the Collaboration Agreement 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 collaboration revenue of $2.4 million and $4.3 million for the three months ended June 30, 2024 and 2023, respectively, and $3.4 million and $6.6 million for the six months ended June 30, 2024 and 2023, respectively. The following table summarizes the change in deferred revenue (in thousands): Six Months Ended June 30, 2024 Beginning balance $ 15,982 Deferral of revenue — Recognition of revenue (3,393) Balance at the end of the period $ 12,589 As of June 30, 2024, the Company expects to recognize the deferred revenue associated with the non-refundable upfront fee over the estimated research and development period of approximately 1.0 year. |
Balance sheet components
Balance sheet components | 6 Months Ended |
Jun. 30, 2024 | |
Balance sheet components | |
Balance sheet components | 5. Balance sheet components Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, 2024 December 31, 2023 Research and development $ 14,458 $ 1,794 Compensation and related benefits 2,353 2,734 Severance accruals 962 1,436 Professional services and consulting 1,415 1,019 Short-term operating lease liability 295 310 Other 781 732 Total accrued expenses and other current liabilities $ 20,264 $ 8,025 |
Employee benefit plan
Employee benefit plan | 6 Months Ended |
Jun. 30, 2024 | |
Employee benefit plan | |
Employee benefit plan | 6. 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 to the 401(k) Plan of $0.1 million and $0.2 million for the three and six months ended June 30, 2024, respectively, and $0.1 million for both the three and six months ended June 30, 2023. |
Asset acquisitions
Asset acquisitions | 6 Months Ended |
Jun. 30, 2024 | |
Asset acquisitions | |
Asset acquisitions | 7. Asset acquisitions Atreca On May 17, 2024, the Company and Atreca, Inc., or Atreca, completed an Asset Purchase Agreement, or the Atreca Purchase Agreement, initially entered into in December 2023, pursuant to which the Company acquired certain antibody-related assets and materials. No liabilities were assumed under the Atreca Purchase Agreement as of the acquisition date. The Company accounted for the transaction as an asset acquisition as substantially all of the fair value of the gross assets acquired was concentrated in a group of similar identifiable IPR&D assets. The total cost of the acquisition of $5.7 million, which consisted of an upfront payment of $5.5 million and direct transaction costs of $0.2 million, was immediately expensed in the Company’s condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2024 since the acquired IPR&D had no alternative future use. Under the Atreca Purchase Agreement, the Company will be required to pay Atreca up to $7.0 million in the aggregate upon the achievement of certain clinical development milestone events. Any potential future milestone payment amounts will be accrued when the related contingency is resolved and the milestone consideration becomes payable. Ayala Pharmaceuticals On March 25, 2024, the Company and Ayala Pharmaceuticals, Inc., or Ayala, completed an Asset Purchase Agreement, or the Ayala Purchase Agreement, that was entered into in February 2024, pursuant to which the Company acquired Ayala’s AL101 and AL102 programs and assumed certain liabilities associated with the acquired assets. The upfront consideration included (i) payment of approximately $20.0 million in cash, and (ii) the issuance of 2,175,489 unregistered shares of the Company’s common stock at an aggregate fair value of $50.6 million on the acquisition date. The fair value of the shares issued to Ayala was based on the closing stock price of the Company’s common stock on March 25, 2024 of $24.00 per share less a discount of 3.0% related to unregistered share restrictions. The Company accounted for the transaction as an asset acquisition as substantially all of the fair value of the gross assets acquired was concentrated in two programs that were grouped as a single identifiable IPR&D asset. The assets acquired in the transaction were measured based on the estimated fair value of the consideration paid of $71.3 million, which included direct transaction costs of $0.7 million. The consideration paid and the relative fair values of the assets acquired and liabilities assumed were as follows (in thousands): Amount Common stock issued to Ayala $ 50,645 Upfront consideration paid to Ayala 20,039 Transaction costs 657 Consideration paid $ 71,341 Assets acquired: In-process research and development $ 73,382 Other long-term assets 2,480 Total assets acquired $ 75,862 Liabilities assumed: Accrued expenses $ 4,521 Total liabilities assumed $ 4,521 Net assets acquired $ 71,341 The cost attributable to the IPR&D was expensed in the Company’s condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2024 since the acquired IPR&D had no alternative future use. Under the Ayala Purchase Agreement, the Company will be required to pay Ayala up to $37.5 million in the aggregate upon the achievement of certain development, regulatory and commercial milestone events. Any potential future milestone payment amounts will be accrued when the related contingency is resolved and the milestone consideration becomes payable. Morphimmune On October 2, 2023, the Company completed its merger with Morphimmune, or the Merger, and acquired all of the outstanding equity interests of Morphimmune in exchange for 8,835,710 shares of the Company's common stock, based upon an exchange ratio of 0.3042 shares of the Company’s common stock for each outstanding share of Morphimmune capital stock. Under the terms of the Agreement and Plan of Merger and Reorganization dated as of June 28, 2023, the Company assumed Morphimmune’s 2020 Equity Incentive Plan and all outstanding options to purchase shares of Morphimmune capital stock were converted into 2,472,563 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 the Morphimmune 2020 Equity Incentive Plan. The Company accounted for the acquisition of Morphimmune as an asset acquisition as substantially all of the fair value of the gross assets acquired was concentrated in two programs that were grouped as |
Licensing arrangements
Licensing arrangements | 6 Months Ended |
Jun. 30, 2024 | |
Licensing arrangements | |
Licensing arrangements | 8. Licensing arrangements Bristol-Myers Squibb In connection with the closing of the Ayala Purchase Agreement in March 2024, the Company assumed a license agreement, the BMS License Agreement, with Bristol-Myers Squibb Company, or BMS, pursuant to which the Company obtained a worldwide, non-transferable, royalty-bearing, exclusive, sublicensable, license under certain patent rights and know-how of BMS to research, discover, develop, make, have made, use, sell, offer to sell, export, import and commercialize AL101 and AL102, or the BMS Licensed Compounds, and products containing AL101 or AL102, or the BMS Licensed Products, for all uses including the prevention, treatment or control of any human or animal disease, disorder or condition. Under the BMS License Agreement, the Company is obligated to use commercially reasonable efforts to develop at least one BMS Licensed Product. The Company is also required to use commercially reasonable efforts to obtain regulatory approvals in certain major market countries for at least one BMS Licensed Product, as well as to affect the first commercial sale of and commercialize each BMS Licensed Product after obtaining such regulatory approval. The Company is required to pay BMS up to approximately $142.0 million in the aggregate upon the achievement of certain clinical development or regulatory milestones for AL101 and AL102 across multiple indications. In addition, the Company is required to pay BMS up to $50.0 million in the aggregate upon the achievement of certain commercial milestones for each BMS Licensed Product. Any potential future milestone payment amounts will be accrued when the related contingency is resolved and the milestone consideration becomes payable. BMS is also eligible to receive tiered royalties ranging from a high single-digit to a low teen percentage on annual worldwide net sales of any BMS Licensed Products. Royalty payments will be expensed in the period in which the underlying revenues are earned. BMS has the right to terminate the BMS License Agreement in its entirety if the Company fails to fulfill its development and commercialization obligations within a defined period of time following written notice by BMS. The Company has the right to terminate the BMS License Agreement for convenience upon prior written notice to BMS. Upon termination of the BMS License Agreement by the Company for convenience or by BMS, the Company will grant an exclusive, non-transferable, sublicensable, worldwide license to BMS for certain patent rights that are necessary to develop, manufacture or commercialize the BMS Licensed Compounds or BMS Licensed Products. In exchange for such license, BMS will be obligated to pay the Company a low single-digit percentage royalty on net sales of the BMS Licensed Compounds and/or BMS Licensed Products by it or its affiliates, licensees or sublicensees, provided that the termination occurred after a specified developmental milestone for such BMS Licensed Compounds and/or BMS Licensed Products. Zentalis Pharmaceuticals On January 5, 2024, the Company entered into a license agreement with Zentalis Pharmaceuticals, Inc., or the Zentalis License Agreement, pursuant to which the Company received an exclusive, worldwide, royalty-bearing, sublicensable license under certain intellectual property relating to Zentalis’ proprietary antibody-drug conjugate, or ADC, platform technology, ROR1 antibodies and ADCs targeting ROR1 to exploit products covered by or incorporating the licensed intellectual property rights. Under the Zentalis License Agreement, the Company is required to use commercially reasonable efforts to develop an ADC targeting ROR1, two additional ADCs and commercialize any product that has received regulatory approval. As upfront consideration for the license, the Company paid to Zentalis $15.0 million in cash and issued 2,298,586 unregistered shares of its common stock at an aggregate fair value of $23.4 million. The fair value of the common stock issued to Zentalis was based on the closing stock price of the Company’s common stock on January 5, 2024 of $11.12 per share less a discount of 8.5% related to unregistered share restrictions. The Company accounted for the transaction as an asset acquisition as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable IPR&D asset. The consideration paid to acquire the license and intellectual property rights, which included transaction costs of $0.2 million, was immediately recognized as IPR&D expense in the Company’s condensed consolidated statement of operations and comprehensive loss for the six months ended June 30, 2024 since the acquired IPR&D had no alternative future use. Under the Zentalis License Agreement, the Company is obligated to pay Zentalis an aggregate of up to $150.0 million in development and regulatory milestones for the first product containing an ADC targeting ROR1, or a ROR1 ADC Product, to achieve such milestones and commercial milestones on ROR1 ADC Products. The Company is also obligated to pay Zentalis mid-to-high single digit royalties on ROR1 ADC Products. In addition, the Company is obligated to pay Zentalis up to $25.0 million in development and regulatory milestones for the first product from each of the first five additional development programs using the licensed platform technology to generate products and mid-single digit royalties on products from each such program. Any potential future milestone payment amounts will be accrued when the related contingency is resolved and the milestone consideration becomes payable. The Company’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 latest of (a) the 10-year anniversary of such first commercial sale for such product in such country, (b) the expiration of regulatory exclusivity for such product in such country, and (c) the expiration of the last-to-expire valid claim of a licensed patent covering such product in such country. Royalty payments will be expensed in the period in which the underlying revenues are earned. The Zentalis License Agreement will continue until the expiration of all royalty payment obligations. The Zentalis License Agreement may be terminated early by (a) either party in its entirety upon (i) the other party’s uncured material breach, subject to a notice and cure period, (ii) any insolvency event of the other party or (iii) prolonged force majeure, (b) the Company, either in its entirety or in part, for convenience upon a specified period prior written notice, or (c) Zentalis (i) in its entirety if the Company challenges one of the licensed patents or (ii) fails to meet certain development activity benchmarks within specified time periods. Purdue Research Foundation Upon closing of the Merger, the Company assumed certain license agreements that Morphimmune had entered into prior to the Merger. In January 2022, Morphimmune entered into a Master License Agreement, or the Purdue License Agreement, with Purdue Research Foundation, or PRF. Under the Purdue License Agreement, PRF granted Morphimmune a royalty-bearing, transferable, worldwide, exclusive license, sublicensable through multiple tiers, under certain intellectual property owned by PRF to research, develop, manufacture and commercialize the licensed products in all fields of use with limited exceptions. Under the Purdue License Agreement, the Company is obligated to pay PRF a low single-digit royalty on gross receipts from the sale of licensed products, and beginning with the first sale of a licensed product, a tiered minimum annual royalty from the low to mid six-digit figure range less the unit royalties due for the annual period. In addition, the Company is obligated to pay PRF up to $3.8 million in the aggregate upon the achievement of specified development and commercialization milestones. The Company is also required to pay PRF an annual maintenance fee ranging from a low five-digit figure to a low six-digit figure prior to first sale of a licensed product and a low double-digit percentage of sublicense income received for sublicenses of licensed intellectual property, the percentage depending upon the timing of execution of the sublicense. The Purdue License Agreement expires on a licensed product-by-licensed product and country-by-country basis, upon expiration of the royalty term for such licensed product for the applicable country. The Company may terminate the Purdue License Agreement upon at least one month’s prior written notice to PRF. PRF may terminate the Purdue License Agreement and the licenses granted thereunder if the Company fails to cure a payment default or other material breach of the Purdue License Agreement after written notice from PRF, or if Morphimmune becomes insolvent. Other License Agreements The Company has entered into various other license agreements to further discover, develop and commercialize certain technologies and treatments. Under the terms of these agreements, the Company may need to pay certain development, regulatory, and commercial milestones payments and royalties on product sales, if any. Any potential future milestone payment amounts will be accrued when the related contingency is resolved and the milestone consideration becomes payable. Royalty payments will be expensed in the period in which the underlying revenues are earned. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
Leases | 9. Leases The Company currently leases approximately 29,000 square feet of office and laboratory space in Bothell, Washington, including 15,000 square feet of space that was added in May 2024 under an amended lease agreement, and approximately 11,000 square feet of office and laboratory space in Exton, Pennsylvania. The Bothell lease expires on January 31, 2029, and includes two five-year renewal options that are not included in the lease term as it is not reasonably certain that they will be exercised. The Exton lease expires on March 31, 2025. Supplemental balance sheet information related to leases was as follows (in thousands): June 30, 2024 December 31, 2023 Operating leases: Operating lease right-of-use assets $ 2,523 $ 1,564 Operating lease liabilities, current portion $ 295 $ 310 Operating lease liabilities, net of current portion 2,477 1,340 Total operating lease liabilities $ 2,772 $ 1,650 Operating lease liabilities, current portion is included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheets. The Company recorded operating lease expense of $0.2 million and $0.3 million for the three and six months ended June 30, 2024, respectively, and $0.1 million for both the three and six months ended June 30, 2023. Under the terms of the lease agreements, the Company is also responsible for certain variable lease payments that are not included in the measurement of the lease liability. The Company did not incur significant variable lease costs for the three and six months ended June 30, 2024 and 2023. Other information related to the Company’s operating leases was as follows: June 30, 2024 December 31, 2023 Weighted-average remaining lease term (in years) 4.34 4.81 Weighted-average discount rate 9.0% 8.3% Supplemental cash flow information related to the Company’s operating leases was as follows (in thousands): Six Months Ended June 30, 2024 2023 Cash paid for operating lease liabilities $ 154 $ 122 The Company’s future minimum lease payments were as follows as of June 30, 2024 (in thousands): Years ending December 31, Amount 2024 (represents remaining six months in 2024) $ 327 2025 879 2026 841 2027 862 2028 and thereafter 958 Total lease payments 3,867 Less: Imputed interest (727) Less: Tenant improvement allowance not yet received (368) Present value of operating lease liabilities $ 2,772 |
Common stock
Common stock | 6 Months Ended |
Jun. 30, 2024 | |
Common stock. | |
Common stock | 10. Common stock Common stock The holders of common stock are entitled to one vote for each share of common stock. The holders of common stock are entitled to receive dividends out of funds legally available if and when declared by the Company’s board of directors. 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. The Company has reserved the following shares of common stock for issuance, on an as-converted basis, as follows: June 30, 2024 December 31, 2023 Stock options issued and outstanding under the Plans 8,537,999 7,978,291 Common stock warrants outstanding — 500,000 Remaining shares available for issuance under the Plans 5,110,126 4,250,303 Remaining shares available for issuance under the ESPP 906,251 473,733 Total reserved common stock 14,554,376 13,202,327 Follow-on public offering In February 2024, the Company completed a follow-on public offering and issued 11,500,000 shares of its common stock at $20.00 per share, for net proceeds of $215.4 million, after deducting underwriting discounts and commissions and offering expenses. 2024 ATM Agreement On May 14, 2024, the Company entered into an “at the market” sales agreement, or the 2024 ATM Agreement, with TD Securities (USA) LLC, or TD Cowen, as sales agent, pursuant to which the Company may offer and sell from time to time shares of its common stock having an aggregate offering price of up to $200.0 million, or the ATM Shares. The Company has agreed to pay TD Cowen a commission of up to 3.0% of the aggregate gross proceeds from any ATM Shares sold through the 2024 ATM Agreement. No shares of common stock have been sold under the 2024 ATM Agreement as of June 30, 2024. Warrants to acquire shares of common stock The Company had 500,000 issued and outstanding common stock warrants as of December 31, 2023 with an exercise price of $10.00 per share and an expiration date of April 28, 2024. During the three and six months ended June 30, 2024, warrants to purchase 30,371 and 373,057 shares of common stock were exercised for proceeds of $0.3 million and $3.7 million, respectively. No warrants were exercised during the three and six months ended June 30, 2023. On April 28, 2024, the remaining 126,943 common stock warrants expired and no warrants were issued and outstanding as of June 30, 2024. |
Share-based compensation
Share-based compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-based compensation | |
Share-based compensation | 11. Share-based compensation 2020 Equity Incentive Plan In September 2020, the Company adopted the 2020 Equity Incentive Plan, or the 2020 Plan, which supersedes all prior equity incentive plans. No further awards will be granted under the 2018 Equity Incentive Plan, or 2018 Plan. Awards forfeited, cancelled, or repurchased from the above plans are returned to the pool of shares of common stock available for issuance under the 2020 Plan. On January 1, 2024, the shares of common stock authorized for issuance under the 2020 Plan increased by 1,730,071 shares. As of June 30, 2024, there were 4,180,424 shares available for issuance under the 2020 Plan. On October 2, 2023, the Morphimmune 2020 Equity Incentive Plan, or the Morphimmune Plan, was assumed by the Company in conjunction with the Merger (Note 7). There were 929,702 shares available for issuance under the Morphimmune Plan as of June 30, 2024. Stock Options Granted for Chief Executive Officer On June 28, 2023, Clay 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, or the Inducement Grant. 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. 25% of the options granted vest after one year of employment with the Company, and the remaining 75% vest monthly over the 36 months immediately following the one-year anniversary. The Inducement Grant, the Morphimmune Plan and the 2020 Plan are collectively refered to as the Plans. 2020 Employee Stock Purchase Plan The Company adopted the 2020 Employee Stock Purchase Plan, or ESPP, in September 2020. On January 1, 2024, the shares of common stock authorized for issuance under the ESPP increased by 432,518 shares. As of June 30, 2024, there were 906,251 shares available for issuance under the ESPP. No shares of common stock have been issued under the ESPP as of June 30, 2024. Stock options A summary of option activity under the Plans during the six months ended June 30, 2024 is as follows: Weighted Weighted average Aggregate average remaining Intrinsic Number of exercise price contractual Value shares per share term (years) (in thousands) Outstanding at December 31, 2023 7,978,291 $ 6.15 8.62 $ 45,360 Granted 2,061,569 18.15 Exercised (388,556) 3.25 Forfeited (757,146) 8.43 Expired (356,159) 16.34 Outstanding at June 30, 2024 8,537,999 $ 8.55 8.57 $ 46,218 Exercisable at June 30, 2024 2,743,701 $ 4.83 7.20 $ 23,098 Aggregate intrinsic value in the above table is calculated as the difference between the exercise price of the options and the Company’s fair value of its common stock as of period end. The weighted-average grant date fair value of stock options granted during the six months ended June 30, 2024 and 2023 was $13.49 and $3.67 per share, respectively. The aggregate intrinsic value of options exercised during the six months ended June 30, 2024 was $5.9 million. No options were exercised during the six months ended June 30, 2023. The weighted average assumptions used in the Black-Scholes option-pricing model for stock options granted were: Six Months Ended June 30, 2024 2023 Expected volatility 86.1 % 88.5 % Risk-free interest rate 4.2 % 3.8 % Expected term (in years) 6.04 6.03 Expected dividend yield — % — % Share-based compensation expense recorded in the condensed consolidated statements of operations and comprehensive loss is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Research and development $ 1,041 $ 427 $ 1,424 $ 857 General and administrative 2,186 606 3,962 1,400 Total share-based compensation expense $ 3,227 $ 1,033 $ 5,386 $ 2,257 Unrecognized share-based compensation related to stock options was $43.7 million as of June 30, 2024 and is expected to be recognized over a weighted average period of 1.8 years. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (36,122) | $ (129,492) | $ (5,557) | $ (4,270) | $ (165,614) | $ (9,827) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of significant accounting policies | |
Basis of presentation | Basis of presentation The accompanying unaudited interim financial statements have been prepared in accordance with the accounting principles generally accepted in the United States, or GAAP, and following the requirements of the Securities and Exchange Commission, or the SEC, for interim reporting. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual financial statements and related notes included in the Company’s Form 10-K filed with the SEC on March 28, 2024, which provide a more complete discussion of the Company’s accounting policies and certain other information. The December 31, 2023 condensed consolidated balance sheet has been derived from the Company’s annual financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments that management believes to be necessary for a fair presentation of the Company’s financial information. Interim results are not necessarily indicative of results for a full year or any future interim period. |
Principles of consolidation | Principles of consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
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 in the unaudited condensed consolidated financial statements and the accompanying notes. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. The Company’s significant accounting estimates include, but are not necessarily limited to, revenue recognition, the estimated fair value of share-based awards, accrued research and development expenses and the fair value of acquired in-process research and development assets. |
Segment and geographic information | Segment and geographic information Operating segments are defined as components of an entity about which separate discrete information is available and regularly reviewed by the chief operating decision maker, its Chief Executive Officer, in deciding how to allocate resources and in assessing performance. The Company has determined that it operates as one operating and reporting |
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 and marketable securities. 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. Management also believes that the Company is not exposed to significant credit risk as it relates to marketable securities because the Company only invests in U.S government securities. |
Restricted cash | Restricted cash Restricted cash represents collateral provided for a letter of credit issued as a security deposit in connection with one of the Company’s leased facilities. Cash will be released from restriction upon termination of the lease. Restricted cash was $0.1 million at both June 30, 2024 and December 31, 2023. |
Asset acquisitions | Asset acquisitions Acquisitions of assets or a group of assets that do not meet the definition of a business are accounted for as asset acquisitions, with a cost accumulation model used to determine the cost of the acquisition. Common stock issued as consideration in an acquisition of assets is generally measured based on the acquisition date fair value of the equity interests issued. Direct transaction costs are recognized as part of the cost of an acquisition of assets. Intangible assets that are acquired in an asset acquisition for use in research and development activities that have an alternative future use are capitalized as in-process research and development, or IPR&D. Acquired IPR&D that has no alternative future use is expensed immediately as a component of in-process research and development expense in the condensed consolidated statements of operations and comprehensive loss. In addition to upfront consideration, acquisitions of assets may also include contingent consideration payments to be made for future milestone events or royalties on net sales of future products. The Company assesses whether such contingent consideration is subject to liability classification and fair value measurement or meets the definition of a derivative. Contingent consideration payments in an acquisition of assets not required to be accounted for as a liability at fair value are recognized when the contingency is resolved and the consideration is paid or becomes payable. Contingent consideration payments made prior to regulatory approval are expensed as incurred. |
Research and development expenses | Research and development expenses 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, and amounts incurred under license agreements, consulting agreements and other contracted services. Research and development costs are expensed as incurred. Non-refundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized as prepaid expenses until the related goods are delivered or services are performed. Such payments are evaluated for current or long-term classification based on when such services are expected to be received. The Company estimates preclinical, clinical trial, and other research and development expenses based on the services performed pursuant to contracts with research institutions, contract manufacturing organizations, and third-party service providers that conduct and manage preclinical studies and clinical trials and perform research services on its behalf. The Company records these costs of research and development activities based on the estimated services provided but not yet invoiced and includes these costs in accrued expenses and other current liabilities in the consolidated balance sheets and in research and development expense in the consolidated statements of operations. The Company accrues these costs based on factors such as estimates of the work completed in accordance with agreements established with its third-party service providers, actual levels of patient enrollment and reported activities at clinical trial sites. The Company makes judgments and estimates in determining the accrued expenses balance. As actual costs become known, the Company adjusts its accrued expenses. The Company has not experienced any material differences between accrued costs and actual costs incurred. However, the status and timing of actual services performed may vary from the Company’s estimates, resulting in adjustments to expenses in future periods. Changes in these estimates that result in material changes to the Company’s accrued expenses could materially affect the Company’s results of operations. |
Net loss per share | Net loss per share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for the period, including the effect of dilutive securities. As the Company was in a net loss position for the three and six months ended June 30, 2024 and 2023, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive securities are antidilutive. The following potentially dilutive securities have been excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive (on an as-converted basis): June 30, 2024 2023 Stock options outstanding 8,537,999 3,038,080 Common stock warrants — 500,000 Unvested restricted stock awards — 2,083 8,537,999 3,540,163 |
Recent accounting standards not yet adopted | Recent accounting standards not yet adopted In December 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-09, Improvements to Income Tax Disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures. ASU 2023-07 requires disclosure of incremental segment information on an interim and annual basis and provides new segment disclosure requirements for entities with a single reportable segment. ASU 2023-07 is effective for all public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal periods beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of significant accounting policies | |
Schedule of dilutive securities have been excluded from the computation of diluted net loss per share | June 30, 2024 2023 Stock options outstanding 8,537,999 3,038,080 Common stock warrants — 500,000 Unvested restricted stock awards — 2,083 8,537,999 3,540,163 |
Fair value measurement (Tables)
Fair value measurement (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair value measurement | |
Schedule of financial assets measured at fair value on a recurring basis | The following tables summarize the Company’s financial assets measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): June 30, 2024 Level Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents: Money market funds 1 $ 24,259 $ — $ — $ 24,259 U.S. treasury securities 2 139,183 1 (1) 139,183 Marketable securities: U.S. treasury securities 2 113,019 3 (1) 113,021 Total financial assets $ 276,461 $ 4 $ (2) $ 276,463 December 31, 2023 Level Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents: Money market funds 1 $ 73,988 $ — $ — $ 73,988 U.S. treasury securities 2 22,993 — — 22,993 Marketable securities: U.S. treasury securities 2 39,441 22 — 39,463 Total financial assets $ 136,422 $ 22 $ — $ 136,444 |
Collaboration agreement with _2
Collaboration agreement with AbbVie (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Collaboration agreement with AbbVie | |
Summarizes the change in deferred revenue | The following table summarizes the change in deferred revenue (in thousands): Six Months Ended June 30, 2024 Beginning balance $ 15,982 Deferral of revenue — Recognition of revenue (3,393) Balance at the end of the period $ 12,589 |
Balance sheet components (Table
Balance sheet components (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Balance sheet components | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, 2024 December 31, 2023 Research and development $ 14,458 $ 1,794 Compensation and related benefits 2,353 2,734 Severance accruals 962 1,436 Professional services and consulting 1,415 1,019 Short-term operating lease liability 295 310 Other 781 732 Total accrued expenses and other current liabilities $ 20,264 $ 8,025 |
Asset acquisitions (Tables)
Asset acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Asset acquisitions | |
Schedule of fair values of assets acquired and liabilities | The consideration paid and the relative fair values of the assets acquired and liabilities assumed were as follows (in thousands): Amount Common stock issued to Ayala $ 50,645 Upfront consideration paid to Ayala 20,039 Transaction costs 657 Consideration paid $ 71,341 Assets acquired: In-process research and development $ 73,382 Other long-term assets 2,480 Total assets acquired $ 75,862 Liabilities assumed: Accrued expenses $ 4,521 Total liabilities assumed $ 4,521 Net assets acquired $ 71,341 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
Supplemental balance sheet information | Supplemental balance sheet information related to leases was as follows (in thousands): June 30, 2024 December 31, 2023 Operating leases: Operating lease right-of-use assets $ 2,523 $ 1,564 Operating lease liabilities, current portion $ 295 $ 310 Operating lease liabilities, net of current portion 2,477 1,340 Total operating lease liabilities $ 2,772 $ 1,650 |
Schedule of other information related to the operating lease | June 30, 2024 December 31, 2023 Weighted-average remaining lease term (in years) 4.34 4.81 Weighted-average discount rate 9.0% 8.3% |
Supplemental cash flow information | Supplemental cash flow information related to the Company’s operating leases was as follows (in thousands): Six Months Ended June 30, 2024 2023 Cash paid for operating lease liabilities $ 154 $ 122 |
Schedule of future minimum lease payments under operating lease | The Company’s future minimum lease payments were as follows as of June 30, 2024 (in thousands): Years ending December 31, Amount 2024 (represents remaining six months in 2024) $ 327 2025 879 2026 841 2027 862 2028 and thereafter 958 Total lease payments 3,867 Less: Imputed interest (727) Less: Tenant improvement allowance not yet received (368) Present value of operating lease liabilities $ 2,772 |
Common stock (Tables)
Common stock (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Common stock. | |
Summary of reserved shares of common stock for issuance, on an as-converted basis | June 30, 2024 December 31, 2023 Stock options issued and outstanding under the Plans 8,537,999 7,978,291 Common stock warrants outstanding — 500,000 Remaining shares available for issuance under the Plans 5,110,126 4,250,303 Remaining shares available for issuance under the ESPP 906,251 473,733 Total reserved common stock 14,554,376 13,202,327 |
Share-based compensation (Table
Share-based compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-based compensation | |
Schedule of stock-based compensation expense | Share-based compensation expense recorded in the condensed consolidated statements of operations and comprehensive loss is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Research and development $ 1,041 $ 427 $ 1,424 $ 857 General and administrative 2,186 606 3,962 1,400 Total share-based compensation expense $ 3,227 $ 1,033 $ 5,386 $ 2,257 |
Schedule of weighted average assumptions used in the Black-Scholes option-pricing | Six Months Ended June 30, 2024 2023 Expected volatility 86.1 % 88.5 % Risk-free interest rate 4.2 % 3.8 % Expected term (in years) 6.04 6.03 Expected dividend yield — % — % |
Schedule of option activity | Weighted Weighted average Aggregate average remaining Intrinsic Number of exercise price contractual Value shares per share term (years) (in thousands) Outstanding at December 31, 2023 7,978,291 $ 6.15 8.62 $ 45,360 Granted 2,061,569 18.15 Exercised (388,556) 3.25 Forfeited (757,146) 8.43 Expired (356,159) 16.34 Outstanding at June 30, 2024 8,537,999 $ 8.55 8.57 $ 46,218 Exercisable at June 30, 2024 2,743,701 $ 4.83 7.20 $ 23,098 |
Nature of the business (Details
Nature of the business (Details) $ in Thousands | Jun. 30, 2024 USD ($) item | Dec. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) |
Nature of the business | |||
Number of clinical assets | item | 1 | ||
Number of preclinical assets | item | 2 | ||
Accumulated deficit | $ (388,421) | $ (222,807) | |
Non-restricted cash and cash equivalents | 165,332 | 98,679 | $ 38,416 |
Marketable securities | $ 113,021 | $ 39,463 |
Summary of significant accoun_4
Summary of significant accounting policies (Details) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 USD ($) segment | Dec. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | |
Summary of significant accounting policies | |||
Number of operating segments | 1 | ||
Number of reportable segments | 1 | ||
Restricted cash | $ | $ 100 | $ 100 | $ 100 |
Summary of significant accoun_5
Summary of significant accounting policies - Anti-dilutive (Details) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||
Anti-dilutive securities | 8,537,999 | 3,540,163 |
Stock options outstanding | ||
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||
Anti-dilutive securities | 8,537,999 | 3,038,080 |
Common stock warrants | ||
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||
Anti-dilutive securities | 500,000 | |
Unvested restricted stock awards | ||
Earnings Per Share, Diluted, Other Disclosures [Abstract] | ||
Anti-dilutive securities | 2,083 |
Fair value measurement - Financ
Fair value measurement - Financial assets measured at fair value (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Debt Securities, Available-for-Sale [Line Items] | |||
Unrealized Loss | $ (2) | $ (20) | |
Maximum | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Contractual maturity term | 6 months | ||
Recurring | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 276,461 | $ 276,461 | $ 136,422 |
Unrealized gain | 4 | 22 | |
Unrealized Loss | (2) | ||
Fair value | 276,463 | 276,463 | 136,444 |
Recurring | Level 1 | Money market funds | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 24,259 | 24,259 | 73,988 |
Fair value | 24,259 | 24,259 | 73,988 |
Recurring | Level 2 | U.S. Treasury securities | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 139,183 | 139,183 | 22,993 |
Unrealized gain | 1 | ||
Unrealized Loss | (1) | ||
Fair value | 139,183 | 139,183 | 22,993 |
Recurring | Level 2 | Marketable securities (U.S. treasury securities) | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost | 113,019 | 113,019 | 39,441 |
Unrealized gain | 3 | 22 | |
Unrealized Loss | (1) | ||
Fair value | $ 113,021 | $ 113,021 | $ 39,463 |
Collaboration agreement with _3
Collaboration agreement with AbbVie - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Collaboration revenue | $ 2,364 | $ 4,263 | $ 3,393 | $ 6,627 | |
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 | $ 2,400 | $ 4,300 | $ 3,393 | $ 6,600 | |
Estimated research and development period | 1 year | ||||
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Deferral of revenue | $ (3,393) | $ 23,373 | ||
Recognition of revenue | $ (2,364) | $ (4,263) | (3,393) | (6,627) |
Collaboration agreement with AbbVie | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Beginning balance | 15,982 | |||
Recognition of revenue | (2,400) | $ (4,300) | (3,393) | $ (6,600) |
Balance at the end of the period | $ 12,589 | $ 12,589 |
Balance sheet components-Accrue
Balance sheet components-Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Balance sheet components | ||
Research and development | $ 14,458 | $ 1,794 |
Compensation and related benefits | 2,353 | 2,734 |
Severance accruals | 962 | 1,436 |
Professional services and consulting | 1,415 | 1,019 |
Short-term operating lease liability | 295 | 310 |
Other | 781 | 732 |
Total accrued expenses and other current liabilities | $ 20,264 | $ 8,025 |
Employee benefit plan (Details)
Employee benefit plan (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Employee benefit plan | ||||
Defined contribution | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.1 |
Asset acquisitions - Atreca - N
Asset acquisitions - Atreca - Narratives (Details) - USD ($) | May 17, 2024 | Jun. 30, 2024 | Dec. 31, 2023 |
Asset acquisitions | |||
Liabilities | $ 42,377,000 | $ 28,658,000 | |
Atreca | |||
Asset acquisitions | |||
Liabilities | $ 0 | ||
Total cost of acquisition | 5,700,000 | ||
Upfront payment | 5,500,000 | ||
Transaction costs | 200,000 | ||
Atreca | Maximum | |||
Asset acquisitions | |||
Amount required to be paid under the agreement | $ 7,000,000 |
Asset acquisitions - Ayala Phar
Asset acquisitions - Ayala Pharmaceuticals - Narrative (Details) - Ayala Purchase Agreement $ / shares in Units, $ in Thousands | Mar. 25, 2024 USD ($) $ / shares shares |
Asset acquisitions | |
Upfront consideration paid to Ayala | $ 20,039 |
Number of shares issued | shares | 2,175,489 |
Common stock issued to Ayala | $ 50,645 |
Share price per share | $ / shares | $ 24 |
Percentage of discount related to unregistered share restrictions to be deducted from the share price | 3% |
Consideration paid | $ 71,341 |
Transaction costs | 657 |
Maximum | |
Asset acquisitions | |
Amount required to be paid under the agreement | $ 37,500 |
Asset acquisitions - Ayala Ph_2
Asset acquisitions - Ayala Pharmaceuticals - Fair value of assets and liabilities (Details) - USD ($) $ in Thousands | Mar. 25, 2024 | Jun. 30, 2024 | Dec. 31, 2023 |
Assets acquired: | |||
Other long-term assets | $ 3,212 | $ 100 | |
Total assets acquired | 296,215 | 148,540 | |
Liabilities assumed: | |||
Total liabilities assumed | $ 42,377 | $ 28,658 | |
Ayala Purchase Agreement | |||
Asset acquisitions | |||
Common stock issued to Ayala | $ 50,645 | ||
Upfront consideration paid to Ayala | 20,039 | ||
Transaction costs | 657 | ||
Consideration paid | 71,341 | ||
Assets acquired: | |||
In-process research and development | 73,382 | ||
Other long-term assets | 2,480 | ||
Total assets acquired | 75,862 | ||
Liabilities assumed: | |||
Accrued expenses | 4,521 | ||
Total liabilities assumed | 4,521 | ||
Net assets acquired | $ 71,341 |
Asset acquisitions -Morphimmune
Asset acquisitions -Morphimmune (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Oct. 02, 2023 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2024 USD ($) $ / shares | |
Asset acquisitions | |||
Exercise price | $ / shares | $ 10 | $ 10 | |
In-process research and development | $ 6,312 | $ 118,266 | |
Morphimmune Inc | |||
Asset acquisitions | |||
Number of shares issuable | shares | 8,835,710 | ||
Exchange ratio | 0.3042 | ||
Options to purchase shares of common stock | shares | 2,472,563 | ||
Exercise price | $ / shares | $ 1.29 | ||
Consideration paid | $ 88,000 | ||
Transaction costs | 800 | ||
Common stock issued | $ 72,500 | ||
IPO share price per share | $ / shares | $ 8.20 | ||
Contingent consideration related to the value of Morphimmune share-based awards | $ 14,700 | ||
In-process research and development | $ 80,800 |
Licensing arrangements - Bristo
Licensing arrangements - Bristol-Myers Squibb (Details) - Bristol Myers Squibb [Member] $ in Millions | Mar. 25, 2024 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Maximum amount payable | $ 142 |
Commercial milestone payments | $ 50 |
Licensing arrangements - Zental
Licensing arrangements - Zentalis Pharmaceuticals (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Jan. 05, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Issuance of common stock | $ 221 | ||
License agreement with Zentalis Pharmaceuticals, Inc | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
License Agreement, Upfront Payment in Cash | $ 15,000 | ||
Stock issued | 2,298,586 | ||
Issuance of common stock | $ 23,400 | $ 23,388 | |
Share Price | $ 11.12 | ||
Percentage of discount related to unregistered share restrictions to be deducted from the share price | 8.50% | ||
Transaction cost | $ 200 | ||
Maximum amount payable | 150,000 | ||
Additional amount payable | $ 25,000 |
Licensing arrangements - Purdue
Licensing arrangements - Purdue research foundation and other license agreements (Details) $ in Millions | Jun. 30, 2024 USD ($) |
License Agreement with Purdue Research Foundation | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Maximum amount payable | $ 3.8 |
Leases (Details)
Leases (Details) | 1 Months Ended | |
May 31, 2024 USD ($) | Jun. 30, 2024 ft² USD ($) | |
Office and laboratory space | ||
Lessee, Lease, Description [Line Items] | ||
Area under lease | ft² | 29,000 | |
Office and Laboratory Space in Bothwell | ||
Lessee, Lease, Description [Line Items] | ||
Area | ft² | 11,000 | |
Increase in area of real estate property | $ | 15,000 | |
Number of options available to extend the lease term. | $ | 2 | |
Additional lease term | 5 years |
Leases - Balance Sheet related
Leases - Balance Sheet related information (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | $ 2,523 | $ 1,564 |
Operating lease liabilities, net of current portion | 2,477 | 1,340 |
Total operating lease liabilities | 2,772 | |
Office and laboratory space | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | 2,523 | 1,564 |
Operating lease liabilities, current portion | 295 | 310 |
Operating lease liabilities, net of current portion | 2,477 | 1,340 |
Total operating lease liabilities | $ 2,772 | $ 1,650 |
Leases - Lease expense (Details
Leases - Lease expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Leases | ||||
Operating lease cost | $ 0.2 | $ 0.1 | $ 0.3 | $ 0.1 |
Leases - Additional lease relat
Leases - Additional lease related information (Details) - Office and laboratory space | Jun. 30, 2024 | Dec. 31, 2023 |
Lessee, Lease, Description [Line Items] | ||
Weighted-average remaining lease term (in years) | 4 years 4 months 2 days | 4 years 9 months 21 days |
Weighted-average discount rate | 9% | 8.30% |
Leases - Cash flow information
Leases - Cash flow information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Office and laboratory space | ||
Lessee, Lease, Description [Line Items] | ||
Cash paid for operating lease liability | $ 154 | $ 122 |
Leases - Lease maturity (Detail
Leases - Lease maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Lessee, Lease, Description [Line Items] | ||
2024 (represents remaining nine months in 2024) | $ 327 | |
2025 | 879 | |
2026 | 841 | |
2027 | 862 | |
2028 and thereafter | 958 | |
Total lease payments | 3,867 | |
Less imputed interest | (727) | |
Less: Tenant improvement allowance not yet received | (368) | |
Present value of operating lease liabilities | 2,772 | |
Office and laboratory space | ||
Lessee, Lease, Description [Line Items] | ||
Present value of operating lease liabilities | $ 2,772 | $ 1,650 |
Common stock - Narratives (Deta
Common stock - Narratives (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | ||
May 14, 2024 USD ($) shares | Feb. 29, 2024 USD ($) $ / shares shares | Jun. 30, 2024 Vote | Jun. 30, 2023 USD ($) | |
Common stock voting right | Vote | 1 | |||
Proceeds from issuance of common stock | $ 34 | |||
Open Market Sale | ||||
Stock issued | shares | 0 | |||
Offering price of shares | $ 200,000 | |||
Maximum Percentage Of Commission Payable | 3% | |||
IPO | ||||
Stock issued | shares | 11,500,000 | |||
Share price | $ / shares | $ 20 | |||
Proceeds from issuance of common stock | $ 215,400 |
Common stock - Warrants (Detail
Common stock - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Apr. 28, 2024 | Dec. 31, 2023 | |
Common stock. | ||||||
Warrants outstanding | 0 | 500,000 | ||||
Exercise price | $ 10 | $ 10 | ||||
Exercise of common stock warrants | 30,371 | 0 | 373,057 | 0 | ||
Proceeds from warrant exercises | $ 300 | $ 3,731 | ||||
Number of warrants expired | 126,943 |
Common stock - Stock for issuan
Common stock - Stock for issuance (Details) - shares | Jun. 30, 2024 | Apr. 28, 2024 | Dec. 31, 2023 |
Common stock | |||
Stock options issued and outstanding under the Plans | 8,537,999 | 7,978,291 | |
Common stock warrants outstanding | 0 | 500,000 | |
Total reserved common stock | 14,554,376 | 13,202,327 | |
2020 Equity Incentive Plan | |||
Common stock | |||
Remaining shares available for issuance under the Plans and ESPP | 5,110,126 | 4,250,303 | |
ESPP | |||
Common stock | |||
Remaining shares available for issuance under the Plans and ESPP | 906,251 | 473,733 |
Share-based compensation - Plan
Share-based compensation - Plans (Details) - $ / shares | 6 Months Ended | |||||
Jan. 01, 2024 | Oct. 02, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Oct. 02, 2024 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for future issuance | 14,554,376 | 13,202,327 | ||||
Exercise price | $ 10 | |||||
Weighted average grant date fair value | $ 13.49 | $ 3.67 | ||||
Morphimmune Inc | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price | $ 1.29 | |||||
Dr. Clay Siegall | Morphimmune Inc | One-year anniversary | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of vesting | 25% | |||||
Dr. Clay Siegall | Morphimmune Inc | Over next 36 months | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 36 months | |||||
Percentage of vesting | 75% | |||||
2020 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for grant | 4,180,424 | |||||
Increase in shares available for future issuance | 1,730,071 | |||||
MorphImmune Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for grant | 929,702 | |||||
Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for grant | 906,251 | 473,733 | ||||
Increase in shares available for future issuance | 432,518 | 906,251 | ||||
Stock issued during period | 0 |
Share-based compensation - Opti
Share-based compensation - Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 28, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Number of shares | ||||
Options, Beginning balance | 7,978,291 | |||
Options, Granted | 2,061,569 | |||
Options, Exercised | (388,556) | 0 | ||
Options, Forfeited | (757,146) | |||
Options, Expired | (356,159) | |||
Options, Ending balance | 8,537,999 | 7,978,291 | ||
Options, Exercisable | 2,743,701 | |||
Weighted Average Exercise price | ||||
Beginning price | $ 6.15 | |||
Granted | 18.15 | |||
Forfeited | 8.43 | |||
Expired | 16.34 | |||
Exercised | 3.25 | |||
Ending price | 8.55 | $ 6.15 | ||
Exercisable | $ 4.83 | |||
Weighted average remaining contractual term | ||||
Weighted Average Remaining Contractual Term | 8 years 6 months 25 days | 8 years 7 months 13 days | ||
Weighted Average Remaining Contractual Term, Exercisable | 7 years 2 months 12 days | |||
Weighted average grant date fair value | $ 13.49 | $ 3.67 | ||
Intrinsic value, outstanding | $ 46,218 | $ 45,360 | ||
Intrinsic value, exercisable | 23,098 | |||
Intrinsic value, exercised | $ 5,900 | |||
Dr. Clay Siegall | Morphimmune Inc | ||||
Number of shares | ||||
Options, Granted | 2,137,080 | |||
Weighted Average Exercise price | ||||
Granted | $ 5.91 |
Share-based compensation - Assu
Share-based compensation - Assumptions (Details) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based compensation | ||
Expected volatility | 86.10% | 88.50% |
Risk-free interest rate | 4.20% | 3.80% |
Expected term (in years) | 6 years 14 days | 6 years 10 days |
Share-based compensation - Cost
Share-based compensation - Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 3,227 | $ 1,033 | $ 5,386 | $ 2,257 |
Unrecognized compensation cost | 43,700 | $ 43,700 | ||
Recognition period | 1 year 9 months 18 days | |||
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,041 | 427 | $ 1,424 | 857 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2,186 | $ 606 | $ 3,962 | $ 1,400 |