Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 06, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 | |
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 | 22,217,265 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001544227 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | TPST | |
Security Exchange Name | NASDAQ | |
Series A Junior Participating Preferred Purchase Rights | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series A Junior Participating Preferred Purchase Rights | |
No Trading Symbol Flag | true | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 32,326 | $ 39,230 |
Prepaid expenses and other current assets | 1,171 | 1,133 |
Total current assets | 33,497 | 40,363 |
Property and equipment-net | 920 | 840 |
Operating lease right-of-use assets | 9,513 | 9,952 |
Other noncurrent assets | 448 | 448 |
Total assets | 44,378 | 51,603 |
Current liabilities: | ||
Accounts payable | 1,051 | 845 |
Accrued expenses | 1,524 | 1,673 |
Current loan payable (net of discount and issuance costs of $139 and $112, respectively) | 6,458 | 4,285 |
Current operating lease liabilities | 858 | 952 |
Accrued compensation | 690 | 1,543 |
Interest payable | 110 | 113 |
Total current liabilities | 10,691 | 9,411 |
Loan payable (net of discount and issuance costs of $454 and $756, respectively) | 4,140 | 6,264 |
Noncurrent operating lease obligations | 8,915 | 9,160 |
Total liabilities | 23,746 | 24,835 |
Commitments and contingencies (Note 5) | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 22,217,265 and 22,045,255 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 22 | 22 |
Additional paid-in capital | 193,777 | 192,009 |
Accumulated deficit | (173,167) | (165,263) |
Total stockholders’ equity | 20,632 | 26,768 |
Total liabilities and stockholders’ equity | $ 44,378 | $ 51,603 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Net of discount and issuance costs, Current | $ 139 | $ 112 |
Net of discount and issuance costs | $ 89 | $ 164 |
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 | 22,217,265 | 22,045,255 |
Common stock, shares outstanding | 22,217,265 | 22,045,255 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses: | ||
Research and development | $ 4,340 | $ 4,678 |
General and administrative | 3,634 | 2,903 |
Loss from operations | (7,974) | (7,581) |
Other income (expense), net: | ||
Interest expense | (368) | (344) |
Interest income and other income (expense), net | 438 | 289 |
Total other income (expense), net | 70 | (55) |
Provision for income taxes | 0 | 0 |
Net loss | $ (7,904) | $ (7,636) |
Net loss per share of common stock, RSUs and pre-funded warrants, basic | $ (0.36) | $ (0.55) |
Net loss per share of common stock, RSUs and pre-funded warrants, diluted | $ (0.36) | $ (0.55) |
Weighted-average shares of common stock and pre-funded warrants outstanding, basic | 22,234,225 | 13,763,173 |
Weighted-average shares of common stock and pre-funded warrants outstanding, diluted | 22,234,225 | 13,763,173 |
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, 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 (in shares) | 43,161 | |||
Issuance of common stock for cash | 44 | 44 | ||
Stock-based compensation | 446 | 446 | ||
Net Income (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) |
Beginning balance (in shares) at Dec. 31, 2023 | 22,045,255 | |||
Beginning balance at Dec. 31, 2023 | 26,768 | $ 22 | 192,009 | (165,263) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock in Connection with at the market offering (net of issuance costs of $8), shares | 56,288 | |||
Issuance of common stock in Connection with at the market offering (net of issuance costs of $8) | 253 | 253 | ||
Issuance of common stock under equity plan awards (in shares) | 115,722 | |||
Issuance of common stock under equity plan award | 197 | 197 | ||
Stock-based compensation | 1,318 | 1,318 | ||
Net Income (Loss) | (7,904) | (7,904) | ||
Ending balance (in shares) at Mar. 31, 2024 | 22,217,265 | |||
Ending balance at Mar. 31, 2024 | $ 20,632 | $ 22 | $ 193,777 | $ (173,167) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Stock issuance costs | $ 8 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities: | ||
Net loss | $ (7,904) | $ (7,636) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 88 | 125 |
Stock-based compensation expense | 1,318 | 446 |
Non-cash lease expense | 439 | 432 |
Non-cash interest and other expense, net | 48 | 53 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (38) | (28) |
Accounts payable | 206 | 12 |
Accrued expenses and other liabilities | (1,001) | (1,214) |
Interest payable | (3) | 7 |
Operating lease liabilities | (339) | (500) |
Cash used in operating activities | (7,186) | (8,303) |
Investing activities: | ||
Purchase of property and equipment | (168) | (46) |
Cash used in investing activities | (168) | (46) |
Financing activities: | ||
Proceeds from the issuance of common stock in connection with at-the-market offering, net of issuance costs | 253 | 44 |
Proceeds from the issuance of common stock under equity plan awards | 197 | 0 |
Cash provided by financing activities | 450 | 44 |
Net decrease in cash, cash equivalents and restricted cash | (6,904) | (8,305) |
Cash, cash equivalents and restricted cash at beginning of period | 39,673 | 31,598 |
Cash, cash equivalents and restricted cash at end of period | 32,769 | 23,293 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 326 | 292 |
Cash paid for business taxes | $ 0 | $ 24 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (7,904) | $ (7,636) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 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 |
Organization and Description of
Organization and Description of the Business | 3 Months Ended |
Mar. 31, 2024 | |
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 other product candidates currently in its Discovery Research portfolio. 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, 2024, the Company had cash and cash equivalents of $ 32.3 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 such capital through the issuance of additional debt or equity including in connection with potential merger opportunities, or through business development activities. The Company’s ability to continue as a going concern is dependent upon its ability to control its variable spend over the next 12 months, while we plan to secure sources of financing and ultimately attain profitable operations. If the Company are unable to obtain adequate capital, it 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. 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 at its sole discretion through Jefferies, as its sales agent, shares of its common stock having, up to an aggregate sales price of $ 100.0 million of its common stock through Jefferies (the “ATM Program”). Any shares of its common stock sold will be issued pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-257990). The Company will pay Jefferies a commission up to 3.0 % of the gross sales proceeds of any shares of its common stock sold through Jefferies under the ATM Program and also has provided Jefferies with indemnification and contribution rights. As of March 31, 2024, the Company has sold an aggregate of 9,017,110 shares of its common stock for net proceeds of approximately $ 41.5 million, after deducting commissions and offering expenses pursuant to the ATM Program. During the three months ended March 31, 2024, we sold an aggregate of 56,288 shares of its common stock for net proceeds of approximately $ 0.3 million, after deducting commissions and expenses. As of March 31, 2024, approximately $ 57.3 million remained available for sale under the ATM Program. PIPE Financing 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 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. As of March 31, 2024 , all pre-funded warrants had been exercised. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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 19, 2024. There have been no material changes to the significant accounting policies during the period ended March 31, 2024. 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 generally accepted accounting principles in the United States (“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, 2023 . 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, 2024 | |
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, 2024 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 32,326 $ — $ — $ 32,326 Total $ 32,326 $ — $ — $ 32,326 As of December 31, 2023 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 39,230 $ — $ — $ 39,230 Total $ 39,230 $ — $ — $ 39,230 |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2024 | |
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 $ 585 $ 700 Prepaid research and development costs 117 337 Other current assets 469 96 Total $ 1,171 $ 1,133 Property and equipment, net, consists of the following: March 31, December 31, Computer equipment and software $ 173 $ 169 Furniture and fixtures 328 328 Lab equipment 1,297 1,133 Leasehold improvements 235 235 Property and equipment 2,033 1,865 Less accumulated depreciation ( 1,113 ) ( 1,025 ) Property and equipment—net $ 920 $ 840 Depreciation expense for the three months ended March 31, 2024 and 2023 were $ 88 and $ 125 , respectively. Accrued liabilities consist of the following: March 31, December 31, Accrued other liabilities $ 873 $ 626 Accrued clinical trial liability 651 1,047 Total $ 1,524 $ 1,673 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5 . COMMITMENTS AND CONTINGENCIES Facilities Lease Agreements 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, 2024 and December 31, 2023 , the balance of the operating lease right of use assets were $ 9,513 and $ 9,952 , respectively, and the related operating lease liability were $ 9,773 and $ 10,112 , respectively, as shown in the accompanying consolidated balance sheets. Rent expense was $ 685 and $ 710 for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, future minimum lease payments under the Company's operating lease liabilities were as follows: Year Ending Total Commitment 2024 (excluding three months ended March 31, 2024) $ 1,446 2025 1,861 2026 1,926 2027 1,994 2028 and beyond 6,410 Total minimum lease payments 13,637 Less: imputed interest ( 3,864 ) Present value of operating lease obligations 9,773 Less: current portion ( 858 ) Noncurrent operating lease obligations $ 8,915 Related to this Brisbane Lease agreement, the Company entered into a letter of credit with a bank to deposit $ 388 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, 2024 . |
Loan Payable
Loan Payable | 3 Months Ended |
Mar. 31, 2024 | |
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 %. In the fourth quarter of 2023, the Company achieved the circumstances necessary to extend the interest-only repayment period through June 30, 2024. Monthly principal payments of $ 733 are required to begin on July 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, 2024 , the balance of the loan payable (net of debt issuance costs) was $ 10.6 million. The carrying value of the loan approximates fair value (Level 2). For the three months ended March 31, 2024 and 2023 , total interest expense was $ 368 and $ 344 , respectively. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Temporary Equity Disclosure [Abstract] | |
Stockholders' Equity | 7 . STOCKHOLDERS' EQUITY Common Stock As of March 31, 2024 and December 31, 2023 , 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, 22,217,265 and 22,045,255 were issued and outstanding at March 31, 2024 and December 31, 2023 , respectively. There were no shares subject to repurchase due to remaining vesting requirements. Common stockholders are entitled to dividends as declared by the Company’s board of directors (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, 2024 and December 31, 2023. 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 Board of Directors. Rights Plan On October 10, 2023, the Board of Directors adopted a limited duration stockholder rights plan (the “Rights Plan”), effective immediately, and declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of the common stock, par value $ 0.001 per share (the “Common Shares”), of the Company. The dividend was effective as of October 23, 2023 (the “Record Date”) with respect to stockholders of record on that date. The Rights will also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $ 0.001 per share, (the “Preferred Shares”), of the Company at a price of $ 25.00 per one one-thousandth of a Preferred Share, subject to adjustment. The descriptions and terms of the Rights are set forth in a Rights Agreement, dated as of October 10, 2023 (the “Rights Agreement”), between the Company and Computershare Trust Company, NA. The Rights will expire on October 10, 2024 , or, if the Company’s stockholders approve the Rights Plan, on October 10, 2026 , unless the Rights are earlier redeemed or exchanged by the Company. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 8 . STOCK-BASED COMPENSATION Equity Plans The Board of Directors adopted the Amended and Restated 2023 Equity Incentive Plan (the “2023 Plan”) on April 30, 2023, subject to approval by the Company’s stockholders. On June 15, 2023, the Company’s stockholders approved the 2023 Plan, which amended and restated the A&R 2019 Plan and will be a successor to, and replacement of, the A&R 2019 Plan. The number of shares of the Company's common stock reserved for issuance under the 2023 Plan will automatically increase on January 1st of each year, for a period of 10 years, from January 1, 2024 continuing through January 1, 2033, by 4 % of the total number of shares of the Company's common stock outstanding on December 31st of the preceding calendar year, or a lesser number of shares as may be determined by the Board of Directors. Accordingly, on January 1, 2024, the common stock reserved for issuance was increased by 881,810 shares. As of March 31, 2024 , there were 566,620 shares available for future grant under the 2023 Plan. The 2023 Plan allows the Company to grant stock awards to employees, directors and consultants of the Company, including incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards and other stock awards. The Board of Directors adopted the 2023 Inducement Plan (“2023 Inducement Plan”) on June 21, 2023, pursuant to which the Company reserved 1,150,000 shares of its common stock to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company, as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The 2023 Inducement Plan was approved by the Board of Directors without stockholder approval in accordance with such rule. As of March 31, 2024 , there were 1,092,350 shares available for future grant under the 2023 Inducement Plan. 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 Millendo Board 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, 2024, the common stock reserved for issuance was increased by 330,678 shares. As of March 31, 2024 , 528,791 shares of common stock remained available for future issuance under the 2019 ESPP. During the three months ended March 31, 2024 , 34,023 shares of common stock were 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. The following shows the stock option activities for the three months ended March 31, 2024 and 2023: Total Weighted-Average Balance—December 31, 2023 3,554,112 $ 7.28 Granted 664,775 4.62 Exercised ( 81,699 ) 1.91 Cancelled and forfeited ( 198,742 ) 8.31 Balance—March 31, 2024 3,938,446 6.68 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 The following table summarizes information about stock options outstanding at March 31, 2024: Shares Weighted Weighted Aggregate Options outstanding 3,938,446 8.86 $ 6.68 $ 2,522,827 Vested and expected to vest 3,938,446 8.86 $ 6.68 $ 2,522,827 Exercisable 1,028,582 7.63 $ 5.58 $ 1,167,566 During the three months ended March 31, 2024 and 2023 , the Company granted employees and non-employees stock options to purchase 664,775 and 623,550 shares of common stock, respectively, with a weighted-average grant date fair value of $ 3.88 and $ 1.03 per share, respectively. As of March 31, 2024 and 2023 , total unrecognized compensation costs related to unvested employee stock options were $ 15,833 and $ 4,140 , respectively. These costs are expected to be recognized over a weighted-average period of approximately 3.3 years and 2.5 years, respectively. The Company estimated the fair value of stock options using the Black-Scholes option pricing valuation model. The fair value of employee and non-employee stock options is being amortized on the straight-line basis over the requisite service period of the awards. The fair value of employee and non-employee stock options was estimated using the following assumptions for the three months ended March 31, 2024 and 2023: 2024 2023 Expected term (in years) 6.0 - 6.1 6.0 Expected volatility 109 % 109 % Risk-free interest rate 3.8 % - 3.9 % 3.9 % 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, 2024: Three Months Ended March 31, 2024 2023 Research and development $ 546 $ 146 General and administrative 772 300 Total $ 1,318 $ 446 |
Retirement Plan
Retirement Plan | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 and 2023 , the Company contributed $ 51 and $ 57 to the 401(k) Plan, respectively. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 and 2023 (in thousands, except share and per share amounts): Three Months Ended March 31, 2024 2023 Numerator: Net loss $ ( 7,904 ) $ ( 7,636 ) Denominator: Weighted-average common shares outstanding 22,234,225 13,763,173 Weighted-average shares used in computing basic and diluted net loss per share 22,234,225 13,763,173 Net loss per share attributable to common stockholders—basic and diluted $ ( 0.36 ) $ ( 0.55 ) As of March 31, 2024 and 2023 , 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 and vested RSUs 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, 2024 and 2023, 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, 2024 2023 Options to purchase common stock 3,938,446 2,147,411 Common stock warrants 6,036 6,036 Total 3,944,482 2,153,447 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 generally accepted accounting principles in the United States (“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, 2023 . |
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, 2024 | |
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, 2024 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 32,326 $ — $ — $ 32,326 Total $ 32,326 $ — $ — $ 32,326 As of December 31, 2023 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 39,230 $ — $ — $ 39,230 Total $ 39,230 $ — $ — $ 39,230 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 $ 585 $ 700 Prepaid research and development costs 117 337 Other current assets 469 96 Total $ 1,171 $ 1,133 |
Summary of Property and Equipment, Net | Property and equipment, net, consists of the following: March 31, December 31, Computer equipment and software $ 173 $ 169 Furniture and fixtures 328 328 Lab equipment 1,297 1,133 Leasehold improvements 235 235 Property and equipment 2,033 1,865 Less accumulated depreciation ( 1,113 ) ( 1,025 ) Property and equipment—net $ 920 $ 840 |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following: March 31, December 31, Accrued other liabilities $ 873 $ 626 Accrued clinical trial liability 651 1,047 Total $ 1,524 $ 1,673 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Rental Payments under Operating Leases with Noncancelable Terms | As of March 31, 2024, future minimum lease payments under the Company's operating lease liabilities were as follows: Year Ending Total Commitment 2024 (excluding three months ended March 31, 2024) $ 1,446 2025 1,861 2026 1,926 2027 1,994 2028 and beyond 6,410 Total minimum lease payments 13,637 Less: imputed interest ( 3,864 ) Present value of operating lease obligations 9,773 Less: current portion ( 858 ) Noncurrent operating lease obligations $ 8,915 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 and 2023: Total Weighted-Average Balance—December 31, 2023 3,554,112 $ 7.28 Granted 664,775 4.62 Exercised ( 81,699 ) 1.91 Cancelled and forfeited ( 198,742 ) 8.31 Balance—March 31, 2024 3,938,446 6.68 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 |
Summary of Information About Stock Options Outstanding | The following table summarizes information about stock options outstanding at March 31, 2024: Shares Weighted Weighted Aggregate Options outstanding 3,938,446 8.86 $ 6.68 $ 2,522,827 Vested and expected to vest 3,938,446 8.86 $ 6.68 $ 2,522,827 Exercisable 1,028,582 7.63 $ 5.58 $ 1,167,566 |
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, 2024: Three Months Ended March 31, 2024 2023 Research and development $ 546 $ 146 General and administrative 772 300 Total $ 1,318 $ 446 |
Share-based Payment Arrangement, Employee | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Grant Date Fair Value | The fair value of employee and non-employee stock options was estimated using the following assumptions for the three months ended March 31, 2024 and 2023: 2024 2023 Expected term (in years) 6.0 - 6.1 6.0 Expected volatility 109 % 109 % Risk-free interest rate 3.8 % - 3.9 % 3.9 % Dividends — % — % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 and 2023 (in thousands, except share and per share amounts): Three Months Ended March 31, 2024 2023 Numerator: Net loss $ ( 7,904 ) $ ( 7,636 ) Denominator: Weighted-average common shares outstanding 22,234,225 13,763,173 Weighted-average shares used in computing basic and diluted net loss per share 22,234,225 13,763,173 Net loss per share attributable to common stockholders—basic and diluted $ ( 0.36 ) $ ( 0.55 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Based on the amounts outstanding as of March 31, 2024 and 2023, 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, 2024 2023 Options to purchase common stock 3,938,446 2,147,411 Common stock warrants 6,036 6,036 Total 3,944,482 2,153,447 |
Organization and Description _2
Organization and Description of the Business - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 32 Months Ended | ||||
Apr. 29, 2022 | Jul. 23, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Class of Stock [Line Items] | ||||||
Cash and cash equivalents | $ 32,326 | $ 32,326 | $ 39,230 | |||
Aggregate sales price of common stock | $ 44 | |||||
At-The-Market Program | ||||||
Class of Stock [Line Items] | ||||||
Shares issued | 9,017,110 | 9,017,110 | ||||
Net proceeds from sales of common stock | $ 300 | $ 41,500 | ||||
Issuance of common stock for cash, net of issuance cost (in shares) | 56,288 | |||||
Remained available for issuance of common stock | $ 57,300 | $ 57,300 | ||||
PIPE Financing | ||||||
Class of Stock [Line Items] | ||||||
Shares issued in transaction | 3,149,912 | |||||
Stock price (in dollars per share) | $ 2.36 | |||||
Number of warrants issued | 3,206,020 | |||||
Consideration received | $ 14,500 | |||||
Jefferies LLC | Maximum | At-The-Market Program | ||||||
Class of Stock [Line Items] | ||||||
Aggregate sales price of common stock | $ 100,000 | |||||
Percentage of commission on sale of stock | 3% | |||||
EcoR1 Capital, LLC and Versant Venture Capital | PIPE Financing | ||||||
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, 2024 | Dec. 31, 2023 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | $ 32,326 | $ 39,230 |
Total | 32,326 | 39,230 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 32,326 | 39,230 |
Total | 32,326 | 39,230 |
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, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 585 | $ 700 |
Prepaid research and development costs | 117 | 337 |
Other current assets | 469 | 96 |
Total | $ 1,171 | $ 1,133 |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation expense | $ 88 | $ 125 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 2,033 | $ 1,865 |
Less accumulated depreciation | (1,113) | (1,025) |
Property and equipment-net | 920 | 840 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 173 | 169 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 328 | 328 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,297 | 1,133 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 235 | $ 235 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued other liabilities | $ 873 | $ 626 |
Accrued clinical trial liability | 651 | 1,047 |
Total | $ 1,524 | $ 1,673 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Jan. 31, 2022 USD ($) a | |
Loss Contingencies [Line Items] | ||||
Operating lease right-of-use assets | $ 9,513 | $ 9,952 | ||
Letter of Credit | ||||
Loss Contingencies [Line Items] | ||||
Borrowing capacity | $ 388 | |||
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] | ||||
Operating lease right-of-use assets | 9,513 | 9,952 | ||
Present value of operating lease obligations | 9,773 | $ 10,112 | ||
Rent expense | $ 685 | $ 710 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Rental Payments under Operating Leases with Noncancelable Terms (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Loss Contingencies [Line Items] | ||
Less: current portion | $ (858) | $ (952) |
Noncurrent operating lease obligations | 8,915 | $ 9,160 |
Brisbane, California and Ann Arbor Michigan | ||
Loss Contingencies [Line Items] | ||
2024 (excluding three months ended March 31, 2024) | 1,446 | |
2025 | 1,861 | |
2026 | 1,926 | |
2027 | 1,994 | |
2028 and beyond | 6,410 | |
Total minimum lease payments | 13,637 | |
Less: imputed interest | (3,864) | |
Present value of operating lease obligations | 9,773 | |
Less: current portion | (858) | |
Noncurrent operating lease obligations | $ 8,915 |
Loan Payable - Narrative (Detai
Loan Payable - Narrative (Details) $ in Thousands | 3 Months Ended | ||||
Dec. 23, 2022 USD ($) | Jan. 15, 2021 USD ($) Tranche | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 10,600 | ||||
Loan payable (net of discount and issuance costs of $XXX and $164, respectively) | $ 4,140 | $ 6,264 | |||
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 | $ 733 | ||||
Loan discounts | $ 898 | ||||
Payments of debt issuance costs | 95 | ||||
Interest expense | $ 368 | $ 344 | |||
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) - $ / shares | 3 Months Ended | ||
Oct. 10, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Class of Stock [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) | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 22,217,265 | 22,045,255 | |
Common stock, shares outstanding | 22,217,265 | 22,045,255 | |
Preferred stock, shares outstanding | 0 | 0 | |
Rights Plan | |||
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 | ||
Dividend record date | Oct. 23, 2023 | ||
Rights Expiration Date | Oct. 10, 2024 | ||
Approve date of rights plan | Oct. 10, 2026 | ||
Series A Junior Participating Preferred Purchase Rights | Rights Plan | |||
Class of Stock [Line Items] | |||
Number of shares purchase from preferred stock | 0.000001 | ||
Preferred stock, par or stated value per share | $ 0.001 | ||
Preferred stock price per share | $ 25 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||
Jan. 01, 2024 | Jun. 15, 2023 | Jun. 17, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 21, 2023 | |
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) | 664,775 | 623,550 | ||||
Granted (in dollars per share) | $ 4.62 | $ 1.23 | ||||
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 | 330,678 | 34,023 | ||||
Common stock, capital shares reserved for future issuance | 528,791 | |||||
Share-based compensation arrangement by share-based payment award, maximum number of shares available for grant per year | 500,000 | |||||
Amended and Restated 2023 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 | 881,810 | |||||
Common stock, capital shares reserved for future issuance | 566,620 | |||||
2023 Inducement Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, capital shares reserved for future issuance | 1,092,350 | |||||
Individuals who were not Previously Employees or Directors Of Company | 2023 Inducement Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, capital shares reserved for future issuance | 1,150,000 | |||||
Share-based Payment Arrangement, Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 664,775 | 623,550 | ||||
Granted (in dollars per share) | $ 3.88 | $ 1.03 | ||||
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $ 15,833 | $ 4,140 | ||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 3 months 18 days | 2 years 6 months |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Outstanding at beginning (in shares) | 3,554,112 | 1,553,041 |
Granted (in shares) | 664,775 | 623,550 |
Exercised (in shares) | (81,699) | 0 |
Cancelled and forfeited (in shares) | (198,742) | (29,180) |
Outstanding at end (in shares) | 3,938,446 | 2,147,411 |
Outstanding at beginning (in dollars per share) | $ 7.28 | $ 6.66 |
Granted (in dollars per share) | 4.62 | 1.23 |
Exercised (in dollars per share) | 1.91 | 0 |
Cancelled and forfeited (in dollars per share) | 8.31 | 3.59 |
Outstanding at end (in dollars per share) | $ 6.68 | $ 5.13 |
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, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,938,446 | 3,554,112 | 2,147,411 | 1,553,041 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 8 years 10 months 9 days | |||
Outstanding (in dollars per share) | $ 6.68 | $ 7.28 | $ 5.13 | $ 6.66 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 2,522,827 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 3,938,446 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 8 years 10 months 9 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $ 6.68 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 2,522,827 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,028,582 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years 7 months 17 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 5.58 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 1,167,566 |
Stock-Based Compensation - Gran
Stock-Based Compensation - Grant Date Fair Value of Option (Details) - Share-based Payment Arrangement, Employee | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | |
Expected volatility | 109% | 109% |
Risk-free interest rate | 3.90% | |
Dividends | 0% | 0% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | |
Risk-free interest rate | 3.80% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 1 month 6 days | |
Risk-free interest rate | 3.90% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 1,318 | $ 446 |
Research and Development Expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 546 | 146 |
General and Administrative Expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 772 | $ 300 |
Retirement Plan - Narrative (De
Retirement Plan - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Retirement Benefits [Abstract] | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 51 | $ 57 |
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, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net Income (Loss) | $ (7,904) | $ (7,636) |
Denominator: | ||
Weighted-average common shares outstanding | 22,234,225 | 13,763,173 |
Weighted-average shares used in computing basic net loss per share | 22,234,225 | 13,763,173 |
Weighted-average shares used in computing diluted net loss per share | 22,234,225 | 13,763,173 |
Net loss per share attributable to common stockholders - basic | $ (0.36) | $ (0.55) |
Net loss per share attributable to common stockholders - diluted | $ (0.36) | $ (0.55) |
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, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings | 3,944,482 | 2,153,447 |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings | 3,938,446 | 2,147,411 |
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 |