Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 04, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-35890 | |
Entity Registrant Name | Tempest Therapeutics, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-1472564 | |
Entity Address, Address Line One | 2000 Sierra Point Parkway | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Brisbane | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94005 | |
City Area Code | (415) | |
Local Phone Number | 798-8589 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | TPST | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 11,586,406 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001544227 | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 22,925 | $ 31,230 |
Insurance recovery of legal settlement | 450 | 450 |
Prepaid expenses and other current assets | 1,298 | 1,270 |
Total current assets | 24,673 | 32,950 |
Property and equipment-net | 1,008 | 1,060 |
Operating lease right-of-use assets | 11,219 | 11,650 |
Other noncurrent assets | 429 | 429 |
Total assets | 37,329 | 46,089 |
Current liabilities: | ||
Accounts payable | 1,157 | 1,108 |
Accrued legal settlement | 450 | 450 |
Accrued expenses | 2,538 | 2,961 |
Current loan payable (net of discount and issuance costs of $58 and nil, respectively) | 1,481 | |
Current operating lease liabilities | 1,325 | 1,413 |
Accrued compensation | 456 | 1,248 |
Interest payable | 104 | 97 |
Total current liabilities | 7,511 | 7,277 |
Loan payable (net of discount and issuance costs of $454 and $756, respectively) | 8,935 | 10,371 |
Operating lease liabilities, less current portion | 9,918 | 10,330 |
Total liabilities | 26,364 | 27,978 |
Commitments and contingencies (Note 5) | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 100,000,000 shares authorized at March 31, 2022 and December 31, 2021; 7,173,094 and 6,910,324 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 11 | 11 |
Additional paid-in capital | 154,362 | 153,872 |
Accumulated deficit | (143,408) | (135,772) |
Total stockholders’ equity | 10,965 | 18,111 |
Total liabilities and stockholders’ equity | $ 37,329 | $ 46,089 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Net of discount and issuance costs, Current | $ 58 | |
Net of discount and issuance costs | $ 351 | $ 454 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,561,700 | 10,518,539 |
Common stock, shares outstanding | 10,561,700 | 10,518,539 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 4,678 | $ 5,109 |
General and administrative | 2,903 | 3,052 |
Loss from operations | (7,581) | (8,161) |
Other income (expense), net: | ||
Interest expense | (344) | (333) |
Interest income and other income (expense), net | 289 | 3 |
Total other income (expense), net | (55) | (330) |
Provision for income taxes | 0 | 0 |
Net loss | $ (7,636) | $ (8,491) |
Net loss per share of common stock and pre-funded warrants, basic | $ (0.55) | $ (1.18) |
Net loss per share of common stock and pre-funded warrants, diluted | $ (0.55) | $ (1.18) |
Weighted-average shares of common stock and pre-funded warrants outstanding, basic | 13,763,173 | 7,167,255 |
Weighted-average shares of common stock and pre-funded warrants outstanding, diluted | 13,763,173 | 7,167,255 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Deficit Accumulated |
Beginning balance (in shares) at Dec. 31, 2021 | 6,910,324 | |||
Beginning balance at Dec. 31, 2021 | $ 36,117 | $ 7 | $ 136,173 | $ (100,063) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock for cash, net of issuance cost (in shares) | 262,770 | |||
Issuance of common stock for cash, net of issuance cost | 1,403 | 1,403 | ||
Share-based compensation | 328 | 328 | ||
Net loss | (8,491) | (8,491) | ||
Ending balance (in shares) at Mar. 31, 2022 | 7,173,094 | |||
Ending balance at Mar. 31, 2022 | 29,357 | $ 7 | 137,904 | (108,554) |
Beginning balance (in shares) at Dec. 31, 2022 | 10,518,539 | |||
Beginning balance at Dec. 31, 2022 | 18,111 | $ 11 | 153,872 | (135,772) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock for cash, net of issuance cost (in shares) | 43,161 | |||
Issuance of common stock for cash, net of issuance cost | 44 | 44 | ||
Share-based compensation | 446 | 446 | ||
Net loss | (7,636) | (7,636) | ||
Ending balance (in shares) at Mar. 31, 2023 | 10,561,700 | |||
Ending balance at Mar. 31, 2023 | $ 10,965 | $ 11 | $ 154,362 | $ (143,408) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Stock issuance costs | $ 44 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities: | ||
Net loss | $ (7,636) | $ (8,491) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 125 | 108 |
Stock-based compensation expense | 446 | 328 |
Non-cash lease expense | 432 | 311 |
Non-cash interest and other expense, net | 53 | 64 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (28) | 178 |
Accounts payable | 12 | (323) |
Accrued expenses and other liabilities | (1,214) | 1,063 |
Interest payable | 7 | 2 |
Operating lease liabilities | (500) | (347) |
Cash used in operating activities | (8,303) | (7,107) |
Investing activities: | ||
Purchase of property and equipment | (46) | (3) |
Cash used in investing activities | (46) | (3) |
Financing activities: | ||
Proceeds from the issuance of common stock, net of issuance costs | 44 | 1,403 |
Cash provided by financing activities | 44 | 1,403 |
Net decrease in cash and cash equivalents | (8,305) | (5,707) |
Cash, cash equivalents and restricted cash at beginning of period | 31,598 | 51,829 |
Cash, cash equivalents and restricted cash at end of period | 23,293 | 46,122 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 292 | 268 |
Cash paid for income taxes | $ 24 | |
Non-cash investing activities: | ||
Property and equipment in accounts payable | $ 16 |
Organization and Description of
Organization and Description of the Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of the Business | 1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS Description of Business Tempest Therapeutics, Inc. (“Tempest” or the “Company”) is a clinical-stage oncology company advancing small molecules that combine both tumor-targeted and immune-mediated mechanisms with the potential to treat a wide range of tumors. The Company’s two novel clinical programs are TPST-1120 and TPST-1495, antagonists of PPARα and EP2/EP4, respectively. Both programs are advancing through clinical trials designed to study the agents as monotherapies and in combination with other approved agents. Tempest is also developing an orally available inhibitor of TREX-1, a target that controls activation of the cGAS/STING pathway. Tempest is headquartered in Brisbane, California. Liquidity and Management Plans The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred operating losses since inception. As of March 31, 2023, we had cash and cash equivalents of $ 22.9 million. The Company has not yet generated product sales and as a result has experienced operating losses since inception. The Company expects to incur additional losses in the future to conduct research and development and will need to raise additional capital to continue operations. We intend to raise the needed capital through the issuance of additional debt or equity, including in connection with potential merger opportunities, or through business development activities. Our ability to continue as a going concern is dependent upon our ability to successfully accomplish these plans and secure sources of financing and ultimately attain profitable operations. If we are unable to obtain adequate capital, we could be forced to cease operations. Management believes that its existing cash and cash equivalents will be sufficient to fund the Company’s cash requirements for at least 12 months following the issuance of these financial statements. On April 29, 2022, the Company completed a private investment in public equity (“PIPE”) financing from the sale of 3,149,912 shares of its common stock at a price per share of $ 2.36 and, and in lieu of shares of common stock, pre-funded warrants to purchase up to 3,206,020 shares of its common stock at a price per pre-funded warrant of $ 2.359 to EcoR1 Capital, LLC and Versant Venture Capital (the “PIPE Investors”). Net proceeds from the PIPE financings totaled approximately $ 14.5 million, after deducting offering expenses. The Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the PIPE Investors pursuant to which the Company filed a registration statement with the SEC registering the resale of the 3,149,912 shares common stock and the 3,206,020 shares of common stock underlying the pre-funded warrants issued in the PIPE financing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies -- The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 22, 2023. There have been no material changes to the significant accounting policies during the period ended March 31, 2023. Basis of Presentation —The unaudited interim Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted. These unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and notes included in the company’s Annual Report on Form 10-K for the year ended December 31, 2022 . The Company has prepared the accompanying Condensed Consolidated Financial Statements on the same basis as the audited financial statements, and the unaudited interim financial statements include, in the Company’s opinion, all adjustments, consisting only of normal recurring adjustments that the Company considers necessary for a fair presentation of its financial position and results of operations for these periods. Use of Estimates —The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to research and development accruals, recoverability of long-lived assets, right-of-use assets, lease obligations, stock-based compensation and income taxes uncertainties and valuation allowances. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3 . FAIR VALUE MEASUREMENTS The following tables present the Company’s fair value hierarchy for assets measured at fair value on a recurring basis: As of March 31, 2023 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 22,925 $ — $ — $ 22,925 Total $ 22,925 $ — $ — $ 22,925 As of December 31, 2022 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 31,230 $ — $ — $ 31,230 Total $ 31,230 $ — $ — $ 31,230 |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | 4. BALANCE SHEET COMPONENTS Prepaid expenses and other current assets consist of the following: March 31, December 31, Prepaid expenses $ 594 $ 703 Prepaid research and development costs 285 304 Other current assets 419 263 Total $ 1,298 $ 1,270 Property and equipment, net, consists of the following: March 31, December 31, Computer equipment and software $ 168 $ 168 Furniture and fixtures 328 310 Lab equipment 1,077 1,061 Leasehold improvements 922 882 Property and equipment 2,495 2,421 Less accumulated depreciation ( 1,487 ) ( 1,361 ) Property and equipment—net $ 1,008 $ 1,060 Depreciation expense for the three months ended March 31, 2023 and 2022 were $ 125 and $ 108 , respectively. Accrued liabilities consist of the following: March 31, December 31, Accrued other liabilities $ 1,134 $ 756 Accrued clinical trial liability 1,404 2,205 Total $ 2,538 $ 2,961 |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | 5 . COMMITMENTS AND CONTINGENCIES Facilities Lease Agreements —In February 2019, the Company entered into a 5-year office lease agreement for a 9,780 square feet facility in South San Francisco, California. The original lease term expires on February 29, 2024 . In June 2022, the lease was amended to terminate early on January 31, 2023 . The amendment was not accounted for as a separate contract and the lease liability and the right-of-use asset were remeasured on the lease modification date. On March 29, 2021, TempestTx, Inc. (“Private Tempest”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Millendo Therapeutics, Inc. (“Millendo”). On June 25, 2021, Private Tempest completed the merger with Millendo and as a result of the merger, the Company assumed Millendo’s noncancelable operating leases for office space which have remaining lease terms of approximately 1.1 years . In February 2019 and October 2018, Millendo entered into two noncancellable operating leases for office space in Ann Arbor, Michigan (“Ann Arbor Leases”), one that Millendo took possession of in April 2019 and the other that Millendo took possession of in July 2019, respectively. The Ann Arbor Leases expire in June 2024 and March 2024. In January 2022, the Company entered into a new 8-year office lease agreement for a 20,116 square feet facility in Brisbane, California ("Brisbane Lease"). The lease commenced in December 2022. As of March 31, 2023 and December 31, 2022 , the balance of the operating lease right of use assets were $ 11,219 and $ 11,650 , respectively, and the related operating lease liability were $ 11,243 and $ 11,744 , respectively, as shown in the accompanying consolidated balance sheets. Rent expense was $ 710 and $ 359 for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, future minimum lease payments under the Brisbane Lease and Ann Arbor Leases were as follows: Year Ending Total Commitment 2023 (excluding three months ended March 31, 2023) $ 1,912 2024 2,100 2025 1,861 2026 1,926 2027 1,994 2028 and beyond 6,410 Total minimum lease payments 16,203 Less: imputed interest ( 4,960 ) Present value of operating lease obligations 11,243 Less: current portion ( 1,325 ) Noncurrent operating lease obligations $ 9,918 Related to this Brisbane Lease agreement, the Company entered into a letter of credit with a bank to deposit $ 368 in a separate account that is classified as restricted cash to serve as security rent deposit. This amount is included in other noncurrent assets in the accompanying Consolidated Balance Sheets as of March 31, 2023. Guarantees and Indemnifications —In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of March 31, 2023 and 2022, the Company does not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities. Legal Proceedings— Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. As a result of the merger with Millendo, the Company is party to various litigation matters given Millendo’s role as successor to OvaScience, Inc. (“OvaScience”). OvaScience merged with Millendo in 2018. Prior to the merger with Millendo, OvaScience was sued in three matters that are disclosed below. On November 9, 2016, a purported shareholder derivative action was filed in Massachusetts State court (Cima v. Dipp) against OvaScience and certain former officers and directors of OvaScience and OvaScience alleging breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement and waste of corporate assets for purported actions related to OvaScience’s January 2015 follow-on public offering. As of September 12, 2022, the parties have reached an agreement in principle and have executed a term sheet in connection with a settlement. On September 13, 2022, the parties filed a joint motion to stay the case pending settlement. On September 15, 2022, the court issued a 90-day nisi order. On December 14, 2022, the court extended that order for 60 days to February 20, 2023. On February 17, 2023, the court extended the order until March 22, 2023 and set a court appearance for March 23, 2023. On March 23, 2023, the court granted preliminary approval of the settlement and set a final fairness hearing for June 12, 2023. Any final settlement is subject to Court approval. On March 24, 2017, a purported shareholder class action lawsuit was filed in Massachusetts Federal court (Dahhan v. OvaScience, Inc.) against OvaScience and certain former officers of OvaScience alleging violations of Sections 10(b) and 20(a) of the Exchange Act (the “Dahhan Action”). On March 4, 2022, the parties filed a motion to preliminarily approve a settlement of the action. The settlement amount of $ 15 million was funded entirely by insurance. All defendants expressly deny liability. On April 1, 2022, the Court preliminarily approved the settlement. On December 20, 2022, the Court entered final approval of the settlement and dismissed the Dahhan Action with prejudice. The settlement included a release of all claims against the defendants thus no liability related to this matter was recorded in our Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022, respectively. On July 27, 2017, a purported shareholder derivative complaint was filed in Massachusetts Federal court (Chiu v. Dipp) against OvaScience and certain former officers and directors of OvaScience alleging breach of fiduciary duties, unjust enrichment and violations of Section 14(a) of the Exchange Act. related to OvaScience’s January 2015 follow-on public offering and other public statements concerning OvaScience’s AUGMENT treatment. Following the Court’s dismissal of an amended complaint, the parties agreed that plaintiffs could file a second amended complaint and that the case would be stayed pending the resolution of the Dahhan Action. In May 2018, the court entered an order staying this case pending the resolution of the Dahhan Action. As of September 12, 2022, the parties have reached an agreement in principle and have executed a term sheet in connection with the settlement. On February 14, 2023, the parties informed the court that, subject to court approval, they had reached an agreement to settle Chiu v. Dipp as well as Cima v. Dipp. The parties requested a 90-day stay in order to present the settlement to the state court in Cima v. Dipp first. On February 16, 2023, the Court granted the 90-day stay. On May 2, 2023 the Court extended the stay through July 12, 2023. Upon final approval of the Cima settlement, the Company expects that a motion to dismiss Chiu v. Dipp will also be filed. |
Loan Payable
Loan Payable | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Loan Payable | 6 . LOAN PAYABLE On January 15, 2021, the Company entered into a loan agreement with Oxford Finance LLC (the "Lender") to borrow a term loan amount of $ 35,000 to be funded in three tranches. Tranche A of $ 15,000 was wired to the Company on January 15, 2021. Tranche B of $ 10,000 expired on March 31, 2022 . Tranche C of $ 10,000 is available at the Lender’s option. On December 23, 2022, the Company entered into a First Amendment to the loan agreement. The amendment modified the agreement as follows: (i) each of the Company and Millendo Therapeutics US, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Millendo”), were joined as co-borrowers under the Loan Agreement; (ii) the interest-only repayment period was extended through December 31, 2023 (which interest-only period may be further extended through June 30, 2024 under certain circumstances) ; and (iii) a security interest in all of the assets of the Company, TempestTx and Millendo, including any intellectual property, was granted to the Lender. In addition, the Lender permitted a one-time prepayment in the amount of $ 5.0 million, which the Company paid on December 23, 2022. Following the amendment to the loan agreement, the term loan matures on August 1, 2025 and has an annual floating interest rate of 7.15 % which is an Index Rate plus 7.10 %. Index Rate is the greater of (i) 1-Month CME Term SOFR or (ii) 0.05 %. Monthly principal payments of $ 513 will begin on January 1, 2024. Related to this borrowing, the Company recorded loan discounts totaling $ 898 and paid $ 95 of debt issuance costs. These amounts would be amortized as additional interest expense over the life of the loan. As of March 31, 2023 , the balance of the loan payable (net of debt issuance costs) was $ 10.4 million. The carrying value of the loan approximates fair value (Level 2). For the three months ended March 31, 2023 and 2022 , total interest expense was $ 344 and $ 333 , respectively. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Stockholders' Equity | 7 . STOCKHOLDERS' EQUITY Common Stock As of March 31, 2023 and December 31, 2022 , the Company was authorized to issue 100,000,000 shares of common stock and 5,000,000 shares of preferred stock, each with a par value of $ 0.001 per share. Of the common stock shares authorized, 10,561,700 and 10,518,539 were issued and outstanding at March 31, 2023 and December 31, 2022 , respectively. There were no shares subject to repurchase due to remaining vesting requirements. Common stockholders are entitled to dividends as declared by the Board of Directors, subject to rights of holders of all classes of stock outstanding having priority rights as to dividends. There was no preferred stock issued nor outstanding as of March 31, 2023 and December 31, 2022. Common stockholders are entitled to dividends as declared by the Board of Directors, subject to rights of holders of all classes of stock outstanding having priority rights as to dividends. There have been no dividends declared to date. The holders of each share of common stock are entitled to one vote. Except for effecting or validating certain specific actions intended to protect the preferred stockholders, the holders of common stock vote together with preferred stockholders and have the right to elect one member of the Company’s Board of Directors. ATM Program On July 23, 2021, the Company entered into a sales agreement with Jefferies LLC, pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $ 100,000,000 of its common stock through Jefferies LLC (the "ATM Program"). Our ability to sell securities under the ATM program will be limited until we are no longer subject to the SEC’s “baby shelf” limitations. Pre-Funded Warrants In April 2022, the Company completed a PIPE financing, which included the issuance of pre-funded warrants to purchase up to 3,206,020 shares of its common stock at a price per pre-funded warrant of $ 2.359 to the PIPE Investors. The pre-funded warrants provide that the holder will not have the right to exercise any portion of its warrants if such holder, together with its affiliates, would beneficially own in excess of 9.99 % of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that the holder may increase or decrease the Beneficial Ownership Limitation by giving 61 days’ notice to the Company, but not to any percentage in excess of 19.99 %. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 8 . STOCK-BASED COMPENSATION Equity Plans In 2011, Private Tempest adopted the 2011 Equity Incentive Plan (the “2011 Plan), and in 2017, Private Tempest adopted the 2017 Equity Incentive Plan (the “2017 Plan”), and together with the 2011 Plan, the “Tempest Prior Plans.” The Tempest Prior Plans have been terminated and no additional grants may be made under either plan. All stock awards granted under the Tempest Prior Plans will remain subject to the terms of the applicable prior plan. As a result of the merger with Millendo, the Tempest Prior Plans were assumed by the Company. The Board of Millendo adopted the 2019 Equity Incentive Plan (the “2019 Plan”) on April 29, 2019, subject to approval by the Company’s stockholders, and became effective with such stockholder approval on June 11, 2019. On June 17, 2022, the Company’s stockholders approved the Amended and Restated 2019 Equity Incentive Plan (the “A&R 2019 Plan”), which amended and restated the 2019 Plan and will be a successor to, and replacement of, the 2019 Plan. The number of shares of the Company's common stock reserved for issuance under the A&R 2019 Plan will automatically increase on January 1st of each year, for a period of 10 years , from January 1, 2020 continuing through January 1, 2029, by 4 % of the total number of shares of the Company's common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Board of Directors. On January 1, 2023, the common stock reserved for issuance was increased by 420,742 shares. As of March 31, 2023, a total of 629,388 shares are available for future grant under the A&R 2019 Plan. The A&R 2019 Plan allows the Company to grant stock awards to employees, directors and consultants of the Company, including incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards and other stock awards. The Company measures employee and non-employee stock-based awards at grant date fair value and records compensation expense on a straight-line basis over the vesting period of the award. Employee Stock Ownership Plan The Board of Millendo adopted the 2019 Employee Stock Purchase Plan on April 29, 2019, which became effective upon stockholder approval on June 11, 2019. On June 17, 2022, the Company’s stockholders approved the Amended and Restated 2019 Employee Stock Purchase Plan (the “2019 ESPP”). The 2019 ESPP enables employees to purchase shares of the Company's common stock through offerings of rights to purchase the Company's common stock to all eligible employees. The 2019 ESPP provides that the number of shares of common stock reserved for issuance under the 2019 ESPP will automatically increase on January 1, 2023 and continuing through (and including) January 1, 2029, by the lesser of 1.5 % of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, (ii) 500,000 shares of Common Stock, or (iii) such lesser number of shares of Common Stock as determined by the Board of Directors (which may be zero). On January 1, 2023, the common stock reserved for issuance was increased by 157,778 shares. As of March 31, 2023 , 253,097 shares of common stock remained available for future issuance under the 2019 ESPP. During the three months ended March 31, 2023 , 41,778 shares of common stock had been issued under the 2019 ESPP. Stock Options Options to purchase the Company’s common stock may be granted at a price not less than the fair market value in the case of both NSOs and ISOs, except for an options holder who owns more than 10% of the voting power of all classes of stock of the Company, in which case the exercise price shall be no less than 110 % of the fair market value per share on the grant date. Stock options granted under the Plans generally vest over four years and expire no later than ten ( 10 ) years from the date of grant. Vested options can be exercised at any time. Prior to the merger with Millendo, the grant date fair market value of the shares of common stock underlying stock options has historically been determined by the Company’s Board of Directors. Up until the merger, there had been no public market for the Company’s common stock, and therefore the Board of Directors exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair market value, which included valuations performed by an independent third-party, important developments in the Company’s operations, sales of convertible preferred stock, actual operating results, financial performance, the conditions in the life sciences industry, the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of the Company’s common stock. The following shows the stock option activities for the three months ended March 31, 2023 and 2022: Total Weighted-Average Balance—December 31, 2022 1,553,041 $ 6.66 Granted 623,550 1.23 Exercised — — Cancelled and forfeited ( 29,180 ) 3.59 Balance—March 31, 2023 2,147,411 $ 5.13 Balance—December 31, 2021 790,637 $ 32.82 Granted 303,125 5.26 Exercised — — Cancelled and forfeited ( 17,202 ) 7.49 Balance—March 31, 2022 1,076,560 25.75 The following table summarizes information about stock options outstanding at March 31, 2023: Shares Weighted Weighted Aggregate Options outstanding 2,147,411 8.73 $ 5.13 $ 676 Vested and expected to vest 2,147,411 8.73 $ 5.13 $ 676 Exercisable 558,724 7.47 $ 8.39 $ 28 During the three months ended March 31, 2023 and 2022 , the Company granted employees and non-employees stock options to purchase 623,550 and 303,125 shares of common stock with a weighted-average grant date fair value of $ 1.03 and $ 4.37 per share, respectively. As of March 31, 2023 and 2022 , total unrecognized compensation costs related to unvested employee stock options were $ 4,140 and $ 3,992 , respectively. These costs are expected to be recognized over a weighted-average period of approximately 2.5 years and 3.2 years, respectively. The Company estimated the fair value of stock options using the Black-Scholes option pricing valuation model. The fair value of employee stock options is being amortized on the straight-line basis over the requisite service period of the awards. The fair value of employee stock options was estimated using the following assumptions for the three months ended March 31, 2023 and 2022 : 2023 2022 Expected term (in years) 6 6 Expected volatility 109 % 68 % Risk-free interest rate 3.9 % 1.5 % - 1.7 % Dividends — % — % Expected Term —The expected term of options granted represents the period of time that the options are expected to be outstanding. Due to the lack of historical exercise history, the expected term of the Company’s employee stock options has been determined utilizing the simplified method for awards that qualify as plain-vanilla options. Expected Volatility —The expected stock price volatility assumption was determined by examining the historical volatilities for industry peers, as the Company did not have any trading history for the Company’s common stock. The Company will continue to analyze the historical stock price volatility and expected term assumption as more historical data for the Company’s common stock becomes available. Risk-Free Interest Rate —The risk-free interest rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the Company’s stock options. Dividends —The Company has not paid any cash dividends on common stock since inception and does not anticipate paying any dividends in the foreseeable future. Consequently, an expected dividend yield of zero was used. Stock-Based Compensation Expense The following table summarizes the components of stock-based compensation expense recognized in the Company’s Condensed Consolidated Statement of Operations for the three months ended March 31, 2023: Three Months Ended March 31, 2023 2022 Research and development $ 146 $ 102 General and administrative 300 226 Total $ 446 $ 328 |
Retirement Plan
Retirement Plan | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Plan | 9 . RETIREMENT PLAN The Company participates in a qualified 401(k) Plan sponsored by its professional service organization. The retirement plan is a defined contribution plan covering eligible employees. Participants may contribute a portion of their annual compensation limited to a maximum annual amount set by the Internal Revenue Service. During the three months ended March 31, 2023 and 2022 , the Company contributed $ 57 and $ 24 to the 401(k) Plan, respectively. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 10. NET LOSS PER SHARE The following table sets forth the computation of the Company’s basis in diluted net loss per share for the three months ended March 31, 2023 and 2022 (in thousands, except share and per share amounts): Three Months Ended March 31, Numerator: 2023 2022 Net loss $ ( 7,636 ) $ ( 8,491 ) Denominator: Weighted-average common shares outstanding 13,763,173 7,167,255 Weighted-average shares used in computing basic and diluted net loss per share 13,763,173 7,167,255 Net loss per share attributable to common stockholders—basic and diluted $ ( 0.55 ) $ ( 1.18 ) As of March 31, 2023 and 2022, the Company’s potentially dilutive securities included unvested stock warrants and stock options, which have been excluded from the computation of diluted net loss per share attributable to common stockholders as the effect would be anti-dilutive. The issuance of pre-funded warrants have been included in the computation of basic and diluted net loss per share attributable to common stockholders. Based on the amounts outstanding as of March 31, 2023 and 2022 , the Company excluded the following potential common shares from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: As of March 31, 2023 2022 Options to purchase common stock 2,147,411 1,076,560 Common stock warrants 6,036 6,036 2,153,447 1,082,596 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation —The unaudited interim Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted. These unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and notes included in the company’s Annual Report on Form 10-K for the year ended December 31, 2022 . |
Unaudited Interim Financial Statement | The Company has prepared the accompanying Condensed Consolidated Financial Statements on the same basis as the audited financial statements, and the unaudited interim financial statements include, in the Company’s opinion, all adjustments, consisting only of normal recurring adjustments that the Company considers necessary for a fair presentation of its financial position and results of operations for these periods. |
Use of Estimates | Use of Estimates —The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to research and development accruals, recoverability of long-lived assets, right-of-use assets, lease obligations, stock-based compensation and income taxes uncertainties and valuation allowances. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables present the Company’s fair value hierarchy for assets measured at fair value on a recurring basis: As of March 31, 2023 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 22,925 $ — $ — $ 22,925 Total $ 22,925 $ — $ — $ 22,925 As of December 31, 2022 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 31,230 $ — $ — $ 31,230 Total $ 31,230 $ — $ — $ 31,230 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Asset | Prepaid expenses and other current assets consist of the following: March 31, December 31, Prepaid expenses $ 594 $ 703 Prepaid research and development costs 285 304 Other current assets 419 263 Total $ 1,298 $ 1,270 |
Summary of Property and Equipment, Net | Property and equipment, net, consists of the following: March 31, December 31, Computer equipment and software $ 168 $ 168 Furniture and fixtures 328 310 Lab equipment 1,077 1,061 Leasehold improvements 922 882 Property and equipment 2,495 2,421 Less accumulated depreciation ( 1,487 ) ( 1,361 ) Property and equipment—net $ 1,008 $ 1,060 |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following: March 31, December 31, Accrued other liabilities $ 1,134 $ 756 Accrued clinical trial liability 1,404 2,205 Total $ 2,538 $ 2,961 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum rental payments under operating leases with noncancelable terms | As of March 31, 2023, future minimum lease payments under the Brisbane Lease and Ann Arbor Leases were as follows: Year Ending Total Commitment 2023 (excluding three months ended March 31, 2023) $ 1,912 2024 2,100 2025 1,861 2026 1,926 2027 1,994 2028 and beyond 6,410 Total minimum lease payments 16,203 Less: imputed interest ( 4,960 ) Present value of operating lease obligations 11,243 Less: current portion ( 1,325 ) Noncurrent operating lease obligations $ 9,918 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock Options | The following shows the stock option activities for the three months ended March 31, 2023 and 2022: Total Weighted-Average Balance—December 31, 2022 1,553,041 $ 6.66 Granted 623,550 1.23 Exercised — — Cancelled and forfeited ( 29,180 ) 3.59 Balance—March 31, 2023 2,147,411 $ 5.13 Balance—December 31, 2021 790,637 $ 32.82 Granted 303,125 5.26 Exercised — — Cancelled and forfeited ( 17,202 ) 7.49 Balance—March 31, 2022 1,076,560 25.75 |
Summary of Information About Stock Options Outstanding | The following table summarizes information about stock options outstanding at March 31, 2023: Shares Weighted Weighted Aggregate Options outstanding 2,147,411 8.73 $ 5.13 $ 676 Vested and expected to vest 2,147,411 8.73 $ 5.13 $ 676 Exercisable 558,724 7.47 $ 8.39 $ 28 |
Schedule of Stock Based Compensation Expense | The following table summarizes the components of stock-based compensation expense recognized in the Company’s Condensed Consolidated Statement of Operations for the three months ended March 31, 2023: Three Months Ended March 31, 2023 2022 Research and development $ 146 $ 102 General and administrative 300 226 Total $ 446 $ 328 |
Share-based Payment Arrangement, Employee | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Grant Date Fair Value | 2023 2022 Expected term (in years) 6 6 Expected volatility 109 % 68 % Risk-free interest rate 3.9 % 1.5 % - 1.7 % Dividends — % — % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Basis in Diluted Net Loss Per Share | The following table sets forth the computation of the Company’s basis in diluted net loss per share for the three months ended March 31, 2023 and 2022 (in thousands, except share and per share amounts): Three Months Ended March 31, Numerator: 2023 2022 Net loss $ ( 7,636 ) $ ( 8,491 ) Denominator: Weighted-average common shares outstanding 13,763,173 7,167,255 Weighted-average shares used in computing basic and diluted net loss per share 13,763,173 7,167,255 Net loss per share attributable to common stockholders—basic and diluted $ ( 0.55 ) $ ( 1.18 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | As of March 31, 2023 2022 Options to purchase common stock 2,147,411 1,076,560 Common stock warrants 6,036 6,036 2,153,447 1,082,596 |
Organization and Description _2
Organization and Description of the Business - Narrative (Details) - USD ($) $ in Thousands | Apr. 29, 2022 | Mar. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | |||
Cash and cash equivalents | $ 22,925 | $ 31,230 | |
PIPE Financing | |||
Class of Stock [Line Items] | |||
Consideration received | $ 14,500 | ||
Shares issued in transaction | 3,149,912 | ||
Stock price (in dollars per share) | $ 2.36 | ||
Number of warrants issued | 3,206,020 | ||
PIPE Financing | EcoR1 Capital, LLC and Versant Venture Capital | |||
Class of Stock [Line Items] | |||
Pre-funded warrant price (in dollars per share) | 2.359 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | $ 22,925 | $ 31,230 |
Total | 22,925 | 31,230 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 22,925 | 31,230 |
Total | 22,925 | 31,230 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Total | 0 | 0 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Total | $ 0 | $ 0 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Asset (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 594 | $ 703 |
Prepaid research and development costs | 285 | 304 |
Other current assets | 419 | 263 |
Total | $ 1,298 | $ 1,270 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 2,495 | $ 2,421 |
Less accumulated depreciation | (1,487) | (1,361) |
Property and equipment-net | 1,008 | 1,060 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 168 | 168 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 328 | 310 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,077 | 1,061 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 922 | $ 882 |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation expense | $ 125 | $ 108 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued other liabilities | $ 1,134 | $ 756 |
Accrued clinical trial liability | 1,404 | 2,205 |
Total | $ 2,538 | $ 2,961 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
Mar. 04, 2022 USD ($) | Jun. 30, 2022 | Mar. 31, 2023 USD ($) Lease | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Jan. 31, 2022 USD ($) a | Feb. 28, 2019 a | |
Loss Contingencies [Line Items] | |||||||
Operating lease right-of-use assets | $ 11,219 | $ 11,650 | |||||
Amount covered by insurance | $ 15,000 | ||||||
Accrued legal settlement | $ 450 | 450 | |||||
Letter of Credit | |||||||
Loss Contingencies [Line Items] | |||||||
Borrowing capacity | $ 368 | ||||||
Ann Arbor, Michigan | |||||||
Loss Contingencies [Line Items] | |||||||
Term of contract | 1 year 1 month 6 days | ||||||
Number of non-cancelable lease agreements | Lease | 2 | ||||||
Brisbane, California | |||||||
Loss Contingencies [Line Items] | |||||||
Term of contract | 8 years | ||||||
Area of property (in sqft) | a | 20,116 | ||||||
South San Francisco, California | |||||||
Loss Contingencies [Line Items] | |||||||
Term of contract | 5 years | ||||||
Area of property (in sqft) | a | 9,780 | ||||||
Expiration date | Jan. 31, 2023 | Feb. 29, 2024 | |||||
Operating lease right-of-use assets | $ 11,219 | 11,650 | |||||
Present value of operating lease obligations | 11,243 | $ 11,744 | |||||
Rent expense | $ 710 | $ 359 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Rental Payments under Operating Leases with Noncancelable Terms (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Loss Contingencies [Line Items] | ||
Less: current portion | $ (1,325) | $ (1,413) |
Operating lease liabilities, less current portion | 9,918 | $ 10,330 |
Brisbane, California and Ann Arbor, Michigan | ||
Loss Contingencies [Line Items] | ||
2023 (excluding three months ended March 31, 2023) | 1,912 | |
2024 | 2,100 | |
2025 | 1,861 | |
2026 | 1,926 | |
2027 | 1,994 | |
2028 and beyond | 6,410 | |
Total minimum lease payments | 16,203 | |
Less: imputed interest | (4,960) | |
Present value of operating lease obligations | 11,243 | |
Less: current portion | (1,325) | |
Operating lease liabilities, less current portion | $ 9,918 |
Loan Payable - Narrative (Detai
Loan Payable - Narrative (Details) $ in Thousands | 3 Months Ended | ||||
Dec. 23, 2022 USD ($) | Jan. 15, 2021 USD ($) Tranche | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 10,400 | ||||
Loan payable (net of discount and issuance costs of $489 and $756, respectively) | $ 8,935 | $ 10,371 | |||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Loan amount | $ 35,000 | ||||
Loan mature date | Aug. 01, 2025 | ||||
Number of tranches | Tranche | 3 | ||||
Debt instrument interest term | the interest-only repayment period was extended through December 31, 2023 (which interest-only period may be further extended through June 30, 2024 under certain circumstances) | ||||
Prepayment amount | $ 5,000 | ||||
Annual floating interest rate | 7.15% | ||||
Debt instrument, basis spread on variable rate | 7.10% | ||||
Thershold index rate | 0.05% | ||||
Monthly principal payments | $ 513 | ||||
Loan discounts | 898 | ||||
Payments of debt issuance costs | $ 95 | ||||
Interest expense | $ 344 | $ 333 | |||
Tranche A Term Loan | |||||
Debt Instrument [Line Items] | |||||
Loan amount | $ 15,000 | ||||
Tranche B Term Loan | |||||
Debt Instrument [Line Items] | |||||
Loan amount | $ 10,000 | ||||
Loan mature date | Mar. 31, 2022 | ||||
Tranche C Term Loan | |||||
Debt Instrument [Line Items] | |||||
Loan amount | $ 10,000 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 3 Months Ended | ||||
Apr. 29, 2022 $ / shares shares | Jul. 23, 2021 USD ($) | Mar. 31, 2023 $ / shares shares | Mar. 31, 2022 shares | Dec. 31, 2022 $ / shares shares | |
Temporary Equity [Line Items] | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Common stock, shares issued | 10,561,700 | 10,518,539 | |||
Common stock, shares outstanding | 10,561,700 | 10,518,539 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common Stock | |||||
Temporary Equity [Line Items] | |||||
Issuance of common stock for cash (in shares) | 43,161 | 262,770 | |||
PIPE Financing | |||||
Temporary Equity [Line Items] | |||||
Number of warrants issued | 3,206,020 | ||||
Beneficial ownership percentage | 9.99% | ||||
Warrant notice period | 61 days | ||||
Beneficial ownership percentage after issuing notice | 19.99% | ||||
Jefferies LLC | At-The-Market Program | |||||
Temporary Equity [Line Items] | |||||
Sale of Stock, Amount Authorized | $ | $ 100,000,000 | ||||
EcoR1 Capital, LLC and Versant Venture Capital | PIPE Financing | |||||
Temporary Equity [Line Items] | |||||
Pre-funded warrant price (in dollars per share) | $ / shares | 2.359 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Jan. 01, 2023 | Jun. 17, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, purchase price of common stock, percent | 110% | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | |||
Granted (in shares) | 623,550 | 303,125 | ||
Granted (in dollars per share) | $ 1.23 | $ 5.26 | ||
Amended and Restated 2019 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, percentage of outstanding stock maximum | 4% | |||
Share-based compensation arrangement by share-based payment award, period of automatic increase to outstanding stock maximum | 10 years | |||
Share-based compensation arrangement by share-based payment award, shares issued in period | 420,742 | |||
Common stock, capital shares reserved for future issuance | 629,388 | |||
2019 Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, percentage of outstanding stock maximum | 1.50% | |||
Share-based compensation arrangement by share-based payment award, shares issued in period | 157,778 | 41,778 | ||
Common stock, capital shares reserved for future issuance | 253,097 | |||
Share-based compensation arrangement by share-based payment award, maximum number of shares available for grant per year | 500,000 | |||
Share-based Payment Arrangement, Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 623,550 | 303,125 | ||
Granted (in dollars per share) | $ 1.03 | $ 4.37 | ||
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $ 4,140 | $ 3,992 | ||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 2 years 6 months | 3 years 2 months 12 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Outstanding at beginning (in shares) | 1,553,041 | 790,637 |
Granted (in shares) | 623,550 | 303,125 |
Exercised (in shares) | 0 | 0 |
Cancelled and forfeited (in shares) | (29,180) | (17,202) |
Outstanding at end (in shares) | 2,147,411 | 1,076,560 |
Outstanding at beginning (in dollars per share) | $ 6.66 | $ 32.82 |
Granted (in dollars per share) | 1.23 | 5.26 |
Exercised (in dollars per share) | 0 | 0 |
Cancelled and forfeited (in dollars per share) | 3.59 | 7.49 |
Outstanding at end (in dollars per share) | $ 5.13 | $ 25.75 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Information About Stock Options Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,147,411 | 1,553,041 | 1,076,560 | 790,637 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 8 months 23 days | |||
Outstanding (in dollars per share) | $ 5.13 | $ 6.66 | $ 25.75 | $ 32.82 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 676 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 2,147,411 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 8 years 8 months 23 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $ 5.13 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 676 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 558,724 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years 5 months 19 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 8.39 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 28 |
Stock-Based Compensation - Gran
Stock-Based Compensation - Grant Date Fair Value of Option (Details) - Share-based Payment Arrangement, Employee | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | 6 years |
Expected volatility | 109% | 68% |
Risk-free interest rate | 3.90% | |
Dividends | 0% | 0% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.50% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.70% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 446 | $ 328 |
Research and Development Expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 146 | 102 |
General and Administrative Expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 300 | $ 226 |
Retirement Plan - Narrative (De
Retirement Plan - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 57 | $ 24 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basis in Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss | $ (7,636) | $ (8,491) |
Denominator: | ||
Weighted-average common shares outstanding (in shares) | 13,763,173 | 7,167,255 |
Weighted-average shares of common stock outstanding, diluted (in shares) | 13,763,173 | 7,167,255 |
Weighted-average shares of common stock outstanding, basic (in shares) | 13,763,173 | 7,167,255 |
Net loss per share of common stock, basic (in dollars per share) | $ (0.55) | $ (1.18) |
Net loss per share of common stock, diluted (in dollars per share) | $ (0.55) | $ (1.18) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings | 2,153,447 | 1,082,596 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings | 2,147,411 | 1,076,560 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings | 6,036 | 6,036 |