Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2022 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2022 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | Q2 |
Trading Symbol | FSTX |
Title of 12(b) Security | Common Stock, $0.0001 par value per |
Security Exchange Name | NASDAQ |
Entity Registrant Name | F-STAR THERAPEUTICS, INC. |
Entity Central Index Key | 0001566373 |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Document Quarterly Report | true |
Document Transition Report | false |
Entity File Number | 001-37718 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 52-2386345 |
Entity Address, Address Line One | Eddeva B920 Babraham Research Campus |
Entity Address, City or Town | Cambridge |
Entity Address, Postal Zip Code | CB22 3AT |
Entity Address, Country | GB |
City Area Code | 44 |
Local Phone Number | 1223-497400 |
Entity Common Stock, Shares Outstanding | 21,584,723 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 52,963 | $ 78,549 |
Prepaid expenses and other current assets | 4,825 | 3,879 |
Tax incentive receivable | 7,074 | 2,311 |
Total current assets | 64,862 | 84,739 |
Property and equipment, net | 813 | 887 |
Right of use asset | 2,760 | 3,281 |
Goodwill | 14,451 | 14,898 |
In-process research and development and intangible assets, net | 17,329 | 18,765 |
Other long-term assets | 429 | 451 |
Total assets | 100,644 | 123,021 |
Current liabilities: | ||
Accounts payable | 4,048 | 3,081 |
Accrued expenses and other current liabilities | 8,314 | 6,241 |
Term debt | 353 | |
Contingent value rights | 1,740 | 1,907 |
Lease obligations, current | 862 | 906 |
Total current liabilities | 15,317 | 12,135 |
Long term Liabilities: | ||
Term debt | 9,398 | 9,605 |
Contingent value rights | 2,046 | 1,694 |
Lease obligations | 2,239 | 2,723 |
Deferred tax liability | 7 | 7 |
Total liabilities | 29,007 | 26,164 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; authorized, 10,000,000 shares at June 30, 2022 and December 31, 2021; no shares issued or outstanding at June 30, 2022 and December 31, 2021 | 0 | |
Common Stock, $0.0001 par value; authorized 200,000,000 shares at June 30, 2022 and December 31, 2021; 21,584,723 and 20,874,590 shares issued and outstanding at June 30, 2022 and December 31, 2021 | 2 | 2 |
Additional paid-in capital | 181,859 | 176,808 |
Accumulated other comprehensive loss | (692) | (1,502) |
Accumulated deficit | (109,532) | (78,451) |
Total stockholders' equity | 71,637 | 96,857 |
Total liabilities and stockholders' equity | $ 100,644 | $ 123,021 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 21,584,723 | 20,874,590 |
Common stock, shares outstanding | 21,584,723 | 20,874,590 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
License revenue | $ 0 | $ 0 | $ 2,551 | $ 2,917 |
Operating expenses: | ||||
Research and development | 8,724 | 8,291 | 16,761 | 15,423 |
General and administrative | 7,457 | 6,501 | 13,159 | 12,930 |
Total operating expenses | 16,181 | 14,792 | 29,920 | 28,353 |
Loss from operations | (16,181) | (14,792) | (27,369) | (25,436) |
Other non-operating (expense) income: | ||||
Interest expense | (334) | (110) | (642) | (197) |
Change in fair value of contingent value rights | (127) | (583) | (185) | (583) |
Other (expense) income | (2,352) | 68 | (2,885) | 1,173 |
Total other non-operating (expense) income | (2,813) | (625) | (3,712) | 393 |
Net loss before income taxes | (18,994) | (15,417) | (31,081) | (25,043) |
Income tax expense | 0 | (82) | 0 | (190) |
Net loss | $ (18,994) | $ (15,499) | $ (31,081) | $ (25,233) |
Net loss per common shares, basic | $ (0.88) | $ (0.91) | $ (1.46) | $ (1.93) |
Net loss per common shares, diluted | $ (0.88) | $ (0.91) | $ (1.46) | $ (1.93) |
Weighted Average Number of Shares Outstanding, Basic | 21,573,499 | 17,022,417 | 21,329,840 | 13,083,230 |
Weighted Average Number of Shares Outstanding, Diluted | 21,573,499 | 17,022,417 | 21,329,840 | 13,083,230 |
Other comprehensive (loss) gain: | ||||
Net loss | $ (18,994) | $ (15,499) | $ (31,081) | $ (25,233) |
Foreign currency translation | 749 | 286 | 810 | (182) |
Total comprehensive loss | $ (18,245) | $ (15,213) | $ (30,271) | $ (25,415) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Shares | Capital in Excess of par Value | Accumulated Other Comprehensive Loss | Accumulated deficit |
Balance at Dec. 31, 2020 | $ 42,994 | $ 1 | $ 91,238 | $ (1,077) | $ (47,168) |
Balance, shares at Dec. 31, 2020 | 9,100,117 | ||||
Issuance of warrants in connection with term loan | 326 | 326 | |||
Issuance of common stock in connection with public offering, net of issuance costs | 9,115 | 9,115 | |||
Issuance of common stock in connection with public offering, net of issuance costs, shares | 979,843 | ||||
Issuance of common stock in connection with public offering, net of issuance costs , share | 10,439,347 | ||||
Issuance of common stock in connection with public offering, net of issuance costs | 68,178 | $ 1 | 68,177 | ||
Equity adjustment from foreign currency translation | (182) | (182) | |||
Stock option exercises, Shares | 67,255 | ||||
Share-based compensation | 4,039 | 4,039 | |||
Net loss | (25,233) | (25,233) | |||
Balance at Jun. 30, 2021 | 99,237 | $ 2 | 172,895 | (1,259) | (72,401) |
Balance, shares at Jun. 30, 2021 | 20,586,562 | ||||
Balance at Mar. 31, 2021 | 34,972 | $ 1 | 93,418 | (1,545) | (56,902) |
Balance, shares at Mar. 31, 2021 | 9,100,320 | ||||
Issuance of warrants in connection with term loan | 326 | 326 | |||
Issuance of common stock in connection with public offering, net of issuance costs | 9,115 | 9,115 | |||
Issuance of common stock in connection with public offering, net of issuance costs, shares | 979,843 | ||||
Issuance of common stock in connection with public offering, net of issuance costs , share | 10,439,347 | ||||
Issuance of common stock in connection with public offering, net of issuance costs | 68,178 | $ 1 | 68,177 | ||
Equity adjustment from foreign currency translation | 286 | 286 | |||
Stock option exercises, Shares | 67,052 | ||||
Share-based compensation | 1,859 | 1,859 | |||
Net loss | (15,499) | (15,499) | |||
Balance at Jun. 30, 2021 | 99,237 | $ 2 | 172,895 | (1,259) | (72,401) |
Balance, shares at Jun. 30, 2021 | 20,586,562 | ||||
Balance at Dec. 31, 2021 | 96,857 | $ 2 | 176,808 | (1,502) | (78,451) |
Balance, shares at Dec. 31, 2021 | 20,874,590 | ||||
Issuance of common stock in connection with at-the-market offering, net of issuance costs | 2,269 | 2,269 | |||
Issuance of common stock in connection with at-the-market offering, net of issuance costs, shares | 625,612 | ||||
RSU vesting, net of shares repurchased to cover tax withholding, Shares | 84,521 | ||||
RSU vesting, net of shares repurchased to cover tax withholding | (88) | (88) | |||
Equity adjustment from foreign currency translation | 810 | 810 | |||
Share-based compensation | 2,870 | 2,870 | |||
Net loss | (31,081) | (31,081) | |||
Balance at Jun. 30, 2022 | $ 71,637 | $ 2 | 181,859 | (692) | (109,532) |
Balance, shares at Jun. 30, 2022 | 21,584,723 | 21,584,723 | |||
Balance at Mar. 31, 2022 | $ 88,164 | $ 2 | 180,141 | (1,441) | (90,538) |
Balance, shares at Mar. 31, 2022 | 21,493,212 | ||||
Issuance of common stock in connection with at-the-market offering, net of issuance costs | 320 | 320 | |||
Issuance of common stock in connection with at-the-market offering, net of issuance costs, shares | 80,558 | ||||
RSU vesting, net of shares repurchased to cover tax withholding, Shares | 10,953 | ||||
RSU vesting, net of shares repurchased to cover tax withholding | (17) | (17) | |||
Equity adjustment from foreign currency translation | 749 | 749 | |||
Share-based compensation | 1,415 | 1,415 | |||
Net loss | (18,994) | (18,994) | |||
Balance at Jun. 30, 2022 | $ 71,637 | $ 2 | $ 181,859 | $ (692) | $ (109,532) |
Balance, shares at Jun. 30, 2022 | 21,584,723 | 21,584,723 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (31,081) | $ (25,233) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation expense | 2,870 | 4,039 |
Foreign currency (gain) loss | 2,170 | (570) |
(Gain) loss on disposal of property, plant and equipment | (9) | |
Depreciation | 236 | 297 |
Amortization of intangible assets | 105 | 0 |
Non-cash interest | 60 | 82 |
Amortization of Debt Issuance Costs | 86 | |
Fair value adjustments | 185 | 583 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,337) | 237 |
Tax incentive receivable | (5,352) | 3,493 |
Operating right of use assets | 436 | 494 |
Accounts payable | 1,223 | (2,231) |
Accrued expenses and other current liabilities | 2,694 | (3,278) |
Deferred revenue | (308) | |
Operating lease liability | (442) | (520) |
Other long-term asset | (423) | |
Net cash used in operating activities | (28,147) | (23,347) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (235) | (658) |
Purchase of intangible assets | (121) | |
Proceeds from sale of property, plant and equipment | 15 | |
Net cash used in investing activities | (356) | (643) |
Cash flows from financing activities: | ||
Net proceeds from issuance of common stock | 2,269 | 77,293 |
Net proceeds from term debt | 9,845 | |
Payment to tax authorities in connection with shares directly withheld from employees | (87) | (92) |
Net cash provided by financing activities | 2,182 | 87,046 |
Net increase in cash and cash equivalents | (26,321) | 63,056 |
Effect of exchange rate changes on cash | 735 | 52 |
Cash and cash equivalents at beginning of period | 78,549 | 18,526 |
Cash and cash equivalents at end of period | 52,963 | 81,634 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes | 36 | |
Purchases of property and equipment included in accounts payable and accrued expenses | 116 | 182 |
Interest paid | 488 | 115 |
Non-cash investing and financing activities: | ||
Additions to ROU assets obtained from new operating lease liabilities | 1,468 | |
Issuance of warrants | $ 326 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business and Summary of Significant Accounting Policies | 1. Nature of Business and Summary of Significant Accounting Policies Nature of Business F-star Therapeutics Inc. (“we,” “F-star,” or the “Company”) is a clinical-stage biopharmaceutical company pioneering bispecifics in immunotherapy so more people with cancer can live longer and improved lives. F-star is committed to working towards a future free from cancer and other serious diseases, through the use of tetravalent (2+2) bispecific antibodies to create a paradigm shift in cancer treatments. The Company has four second-generation immune-oncology therapeutics in the clinic, each directed against some of the most promising immune-oncology targets in drug development, including LAG-3 and CD137. Our proprietary antibody discovery platform is protected by an extensive intellectual property estate. The Company has over 500 granted patents and pending patent applications relating to its platform technology and product pipeline. We have attracted multiple partnerships with biotechnology and pharmaceutical companies targeting significant unmet needs across several disease areas, including oncology, immunology, and indications affecting the central nervous system (“CNS”) with over 20 programs, based on our technology, being developed by our partners. Our goal is to offer patients better and more durable benefits than currently available immune-oncology treatments by developing medicines that seek to block tumor immune evasion. Through our proprietary tetravalent, bispecific natural antibody (mAb²) format, our mission is to generate highly differentiated medicines with monoclonal antibody-like manufacturability, good safety and tolerability. Share Exchange Agreement On November 20, 2020, F-star Therapeutics, Inc., formerly known as Spring Bank Pharmaceuticals, Inc. (“Spring Bank”), completed a business combination (the “Transaction”) with F-star Therapeutics Limited (“F-star Ltd”) in accordance with the terms of the Share Exchange Agreement, dated July 29, 2020 (the “Exchange Agreement”), by and among the Company, F-star Ltd and certain holders of capital stock and convertible notes of F-star Ltd (each a “Seller”, and collectively with holders of F-star Ltd securities who subsequently became parties to the Exchange Agreement, the “Sellers”). Pursuant to the Exchange Agreement, each ordinary share of F-star Ltd outstanding immediately prior to the closing of the Transaction (the “Closing”) was exchanged by the Sellers that owned such F-star Ltd shares for a number of duly authorized, validly issued, fully paid and non-assessable shares of Company common stock pursuant to the exchange ratio formula set forth in the Exchange Agreement (the “Exchange Ratio”), rounded to the nearest whole share of Company common stock (after aggregating all fractional shares of Company common stock issuable to such Seller). Also, on November 20, 2020, in connection with, and prior to completion of, the Transaction, Spring Bank effected a 1-for-4 reverse stock split of its common stock (the “Reverse Stock Split”) and, following the completion of the Transaction, changed its name to F-star Therapeutics, Inc. Following the completion of the Transaction, the business of the Company became the business conducted by F-star, which is a clinical-stage immune-oncology company focused on cancer treatment through its proprietary tetravalent bispecific antibody programs. Unless otherwise noted, all references to share amounts in this report reflect the Reverse Stock Split. Agreement and Plan of Merger On June 22, 2022, the Company, invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“Guarantor”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Parent, through Purchaser, commenced a tender offer (the “Offer”) to acquire all of the outstanding shares of the Company’s common stock, par value $ 0.0001 per share (the “Company Shares”), at a price of $ 7.12 per share in cash (the “Offer Price”), without interest, subject to any applicable withholding taxes. If successful, upon the terms and conditions set forth in the Merger Agreement, the Offer will be followed by a merger of Purchaser with and into the Company, with the Company continuing as the surviving corporation and as a direct wholly-owned subsidiary of Parent (the “Merger”). The Offer is now scheduled to expire at 5:00 p.m., Eastern Time, on September 19, 2022, unless it is further extended. The Offer was previously scheduled to expire at one minute after 11:59 P.M., Eastern Time, on August 3, 2022. The Merger Agreement includes customary termination provisions for both the Company and Parent and provides that, in connection with the termination of the Merger Agreement under specified circumstances, including termination by the Company under specified circumstances to accept and enter into a binding written definitive agreement providing for the consummation of a transaction constituting a superior offer, the Company will be required to pay to Parent a termination fee of $ 7.25 million. Subject to the satisfaction of customary closing conditions, including regulatory approvals, the transaction is expected to close in the second half of 2022. Liquidity From our inception through June 30, 2022, we have not generated any revenue from product sales, and we have incurred significant operating losses and negative cash flows from our operations. We do not expect to generate significant revenue from sales of any products for several years, if at all. As of June 30, 2022, we had working capital (current assets less current liabilities) of $ 49.5 million , an accumulated deficit of $ 109.5 million , cash of $ 53.0 million and accounts payable and accrued expenses of $ 8.3 million . Our future success is dependent on our ability to successfully obtain additional working capital, obtain regulatory approval for and successfully launch and commercialize our product candidates and to ultimately attain profitable operations. On March 30, 2021, the Company entered into a Sales Agreement (the “Sales Agreement”) with SVB Securities LLC with respect to an "at-the-market” (“ATM”) offering program under which the Company could offer and sell, from time to time at its sole discretion, shares of its common stock, having an aggregate offering price of up to $ 50.0 million, through SVB Securities LLC as its sales agent. On May 6, 2021, the Company terminated the Sales Agreement. On August 13, 2021, the Company entered into a new Sales Agreement (the “2021 Sales Agreement”) with SVB Securities LLC with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $ 50.0 million, through SVB Securities LLC as its sales agent. During the quarter ended June 30, 2022, t he Company sold 80,558 shares of common stock pursuant to the 2021 Sales Agreement for gross proceeds of $ 0.30 million and net proceeds (after deducting sales commissions) of $ 0.29 million. Historically, we have financed our operations primarily with proceeds from the sale and issuance of common and convertible preferred shares, proceeds from issuances in connection with a convertible note facility, proceeds received from upfront payments and development milestone payments in connection with our collaboration arrangements, payments received for research and development services and term debt. We expect to continue to use these means of financing our operations until we are able to obtain regulatory approval for and successfully commercialize one or more of our drug candidates. We cannot provide any assurance that we will obtain regulatory approval or successfully commercialize any of our current or planned future drug product candidates. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial statements. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying interim condensed consolidated financial statements as of June 30, 2022, and for the three and six months ended June 30, 2022 and 2021, and information contained within the notes to these condensed consolidated financial statements, are unaudited. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s audited annual consolidated financial statements and in management's opinion contain all adjustments (including normal recurring adjustments) necessary for the fair presentation of the Company’s financial position as of June 30, 2022, results of operations for the three and six months ended June 30, 2022 and 2021, statement of stockholders’ equity for the three and six months ended June 30, 2022 and 2021 and its cash flows for the six months ended June 30, 2022 and 2021. These interim condensed consolidated financial statements should be read in conjunction with the Company’s annual audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The results for the three and six months ended June 30, 2022 , are not necessarily indicative of the results expected for the full fiscal year or any interim period. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of F-star Therapeutics, Inc. and its wholly owned subsidiaries. All inter-company balances and transactions between the consolidated companies have been eliminated in consolidation. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting years. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the fair value of the assets and liabilities acquired in the transaction between Spring Bank and F-star Ltd, the fair value of contingent value rights, the accrual for research and development expenses, revenue recognition, fair values of acquired intangible assets and impairment review of those assets, share based compensation expense, and income and other taxes. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed in light of reasonable changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates or assumptions. Concentrations of credit risk and of significant suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents in financial institutions in amounts that could exceed government-insured limits. The Company does not believe it is subject to additional credit risks beyond those normally associated with commercial banking relationships. The Company is dependent on contract research organizations to provide its clinical trials and third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply its requirements for supplies and raw materials related to these programs. These programs could be adversely affected by a significant interruption in these manufacturing services or the availability of raw materials. Property, plant and equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful lives of the respective assets as follows: Estimated Useful Economic Life Leasehold property improvements, right of use assets Lesser of lease term or useful life Laboratory equipment 5 years Furniture and office equipment 3 years Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use (“ROU”) assets, and lease obligations in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. This is the rate the Company would have to pay if borrowing on a collateralized basis over a similar term to each lease. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Impairment of long-lived assets Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If the undiscounted cash flows are insufficient to recover the carrying value, an impairment loss is recorded for the difference between the carrying value and fair value of the asset. License and collaboration arrangements and revenue recognition The Company’s revenues are generated primarily through license and collaboration agreements with pharmaceutical and biotechnology companies. The terms of these arrangements may include (i) the grant of intellectual property rights (IP licenses) to therapeutic drug candidates against specified targets, developed using the Company’s proprietary mAb 2 bispecific antibody platform, (ii) performing research and development services to optimize drug candidates, and (iii) the grant of options to obtain additional research and development services or licenses for additional targets, or to optimize product candidates, upon the payment of option fees. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, upfront license fees; payments for research and development services; fees upon the exercise of options to obtain additional services or licenses; payments based upon the achievement of defined collaboration objectives; future regulatory and sales-based milestone payments; and royalties on net sales of future products. The Company has adopted FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. To date, the Company has entered into License and Collaboration Agreements with Denali Therapeutics, Inc. (“Denali”), Ares Trading S.A. (“Ares”), an affiliate of Merck KGaA, Darmstadt, Germany, AstraZeneca AB ("AstraZeneca") and Janssen Biotech, Inc. ("Janssen") which were determined to be within the scope of ASC 606. Research and development costs Research and development costs are expensed as incurred. Research and development expenses are comprised of costs incurred in performing clinical trials, research and development activities, including compensation expense, share-based compensation and benefits, facilities costs and laboratory supplies, depreciation, amortization and impairment expense, manufacturing expenses and external costs of outside vendors engaged to conduct preclinical development activities as well as the cost of licensing technology. Typically, upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred, except for payments relating to intellectual property rights with future alternative use which will be expensed when the intellectual property is in use. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. Warrants The Company accounts for warrants within stockholders equity or as liabilities based on the characteristics and provisions of each instrument. The Company evaluates outstanding warrants in accordance with ASC 480, Distinguishing Liabilities from Equity , and ASC 815, Derivatives and Hedging . If none of the criteria in the evaluation in these standards are met, the warrants are classified as a component of stockholders’ equity and initially recorded at their grant date fair value without subsequent remeasurement. Warrants that meet the criteria are classified as liabilities and remeasured to their fair value at the end of each reporting period. Stock-Based Compensation The Company accounts for share-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s consolidated statements of operations and comprehensive loss. Fair value measurements of financial instruments The Company’s financial instruments consist of cash, accounts payable, Contingent Value Rights (“CVRs”) and liability classified warrants. The carrying amounts of cash and accounts payable approximate their fair value due to the short-term nature of those financial instruments. The fair value of CVRs and the liability classified warrants are remeasured to fair value each reporting period. Net loss per share The Company computes net loss per share in accordance with ASC Topic 260, Earnings Per Share (“ASC 260”) and related guidance, which requires two calculations of net (loss) income attributable to the Company’s shareholders per share to be disclosed: basic and diluted. Convertible preferred shares are considered participating securities and are included in the calculation of basic and diluted net (loss) income per share using the two-class method. In periods where the Company reports net losses, such losses are not allocated to the convertible preferred shares for the computation of basic or diluted net (loss) income. Diluted net (loss) income per share is the same as basic net (loss) income per share for the periods in which the Company had a net loss because the inclusion of outstanding common stock equivalents would be anti-dilutive. Income taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. The potential recovery of deferred tax assets is evaluated by estimating the potential for future taxable profits, if any. Research and development tax credit As the entity located in the United Kingdom (“UK”) carries out extensive research and development, and clinical trial activities, it seeks to benefit from the UK research and development tax credit cash rebate regime known as the Small and Medium-sized Enterprises R&D Tax Credit Program (the “SME Program”). Qualifying expenditures largely comprise employment costs for research staff, consumables expenses incurred under agreements with third parties that conduct research and development, preclinical activities, clinical activities and manufacturing on the Company’s behalf and certain internal overhead costs incurred as part of research projects. The tax credit received in the UK pursuant to the SME Program permits companies to deduct an extra 130 % of their qualifying costs from their yearly profit or loss, as well as the normal 100 % deduction, to make a total 230 % deduction. If the company is incurring losses, it is entitled to claim a tax credit worth up to 14.5 % of the surrenderable loss. To qualify for relief under the SME Program, companies are required to employ fewer than 500 staff and have a turnover (revenue) of under €100.0 million or a balance sheet total of less than €86.0 million. Research and development tax credits received in the UK are recorded as a reduction in research and development expenses. The UK research and development tax credit is payable to companies after surrendering tax losses and is not dependent on current or future taxable income. As a result, it is not reflected as part of the income tax provision. Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are reco rded when it is probable that a liability has been incurred and the amount can be reasonably estimated. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential loss range is probable and reasonably estimable under the provisions of the authoritative guidelines that address accounting for contingencies. The Company expenses costs as incurred in relation to such legal proceedings as general and administrative expense within the consolidated statements of operations and comprehensive loss. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed below, the Company does not believe that the adoption of recently issued standards have or may have a material impact on its consolidated financial statements and disclosures. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Since inception, the Company has devoted substantially all of its efforts to business planning, research and development, pre-clinical and clinical activities, recruiting management and technical staff, and securing funding via collaborations. The Company has historically funded its operations with proceeds from its collaboration arrangements, sale and issuance of its common stock and preferred stock, and proceeds from the sale and issuance of convertible notes and debt financing. As of June 30, 2022, the Company had incurred significant losses and has an accumulated deficit of $ 109.5 million . The Company had approximately $ 53.0 million in cash and cash equivalents as of June 30, 2022. The Company expects to continue to generate operating losses in the foreseeable future, particularly as the Company advances its pre-clinical activities and clinical trials for its product candidates in development. The Company plans to seek additional funding through public equity, private equity, debt financing, collaboration partnerships, or other sources. There are no assurances, however, that the Company will be successful in these endeavors. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate its research and development programs, or reduce product candidate expansion, which could adversely affect its business prospects. Although management continues to pursue its funding plans, there is no assurance that the Company will be successful in obtaining sufficient funding to continue operations on terms acceptable to the Company, if at all. Management believes that its existing cash and cash equivalents at June 30, 2022 will fund our current operating plan into the first quarter of 2023. Accordingly, the Company has concluded that substantial doubt exists concerning the Company’s ability to continue as a going concern for a period of at least twelve months from the date of the financial statements. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 2. Net Loss Per Share The following table presents the calculation of basic and diluted net loss per share applicable to common stockholders of the Company (in thousands, except share and per share data): Net Loss Per Share For the Three Months For the Six Months 2022 2021 2022 2021 Net loss $ ( 18,994 ) $ ( 15,499 ) $ ( 31,081 ) $ ( 25,233 ) Weighted average number shares 21,573,499 17,022,417 21,329,840 13,083,230 Net loss income per common, basic $ ( 0.88 ) $ ( 0.91 ) $ ( 1.46 ) $ ( 1.93 ) Diluted net loss per share of common stock is the same as basic net loss per share of common stock for all periods presented. The following shares were excluded from the calculation of diluted net loss per share, prior to the use of the treasury stock method or if-converted method, because their effect would have been anti-dilutive for the period presented: Potential Dilutive Shares For the Three and Six Months 2022 2021 Common stock warrants — 128,479 Stock options and RSUs 791,343 1,313,522 |
In Process R&D (IPRD) and Intan
In Process R&D (IPRD) and Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
In process R&D (IPRD) and intangible assets, net | 3. In process R&D (IPRD) and intangible assets, net June 30, 2022 December 31, 2021 Indefinite-lived assets Definite-lived assets Indefinite-lived assets Definite-lived assets Goodwill In-process R&D In-process R&D Goodwill In-process R&D In-process R&D Cost $ 14,451 $ 17,349 $ 4,325 $ 14,898 $ 18,961 $ 4,473 Less: accumulated amortization — — 262 — — 130 Less: impairments — 4,083 — — 4,539 — $ 14,451 $ 13,266 $ 4,063 $ 14,898 $ 14,422 $ 4,343 $ 0.1 million amortization expense was recorded for both the three and six month periods ended June 30, 2022. No amortization was recorded in the three and six month periods ended June 30, 2021. |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment, net | 4. Property, Plant and Equipment, net Property, plant and equipment, net consisted of the following (in thousands): Property, Plant and Equipment, net June 30, December 31, 2022 2021 Leasehold improvements $ 139 $ 154 Laboratory equipment 2,237 2,227 Furniture and office equipment 146 162 2,522 2,543 Less: Accumulated depreciation 1,709 1,656 $ 813 $ 887 Depreciation expense for the six months ended June 30, 2022 and 2021 was $ 0.2 million and $ 0.3 million , |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): Fair Value Measurements as of June 30, 2022 Using: Level 1 Level 2 Level 3 Total Liabilities: Contingent value rights $ — $ — $ 3,786 $ 3,786 $ — $ — $ 3,786 $ 3,786 Fair Value Measurements as of December 31, 2021 Using: Level 1 Level 2 Level 3 Total Liabilities: Contingent value rights $ — $ — $ 3,601 $ 3,601 $ — $ — $ 3,601 $ 3,601 The following table reflects the change in the Company’s Level 3 liabilities, which consists of contingent value rights, for the six months ended June 30, 2022 (in thousands): Change in Level 3 Liabilities Contingent Value Balance at December 31, 2021 $ 3,601 Change in fair value of CVR 185 Balance at June 30, 2022 $ 3,786 The fair value of the CVR liability represents the future payments that are contingent upon the achievement of specific sale or licensing events for the Company’s STimulator of INterferon Gene (“STING”) product candidates, and is based on the Company’s probability-weighted discounted cash flow assessment that considers probability and timing of future payments. The fair value measurement is based on significant Level 3 unobservable inputs, such as the probability of achieving a sale, licensing agreement or development and regulatory milestones, anticipated timelines, and discount rate. The current liability of the CVR was $ 1.7 million at June 30, 2022 and $ 1.9 million at December 31, 2021 , and the long term liability was $ 2.0 million as of June 30, 2022 and $ 1.7 million as of December 31, 2021. Changes in the fair value of the liability will be recognized in the consolidated statement of operations and comprehensive loss until settlement. |
Accrued Expenses and other Curr
Accrued Expenses and other Current Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and other Current Liabilities | 6. Accrued Expenses and other Current Liabilities Accrued expenses as of June 30, 2022 and December 31, 2021, consisted of the following (in thousands): June 30, December 31, 2022 2021 Clinical trial costs $ 4,477 $ 2,834 Compensation and benefits 1,421 1,819 Professional fees 1,747 1,135 Other 669 453 $ 8,314 $ 6,241 |
Term Debt
Term Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Term Debt | 7. Term Debt On April 1, 2021, the Company, as borrower, entered into a Venture Loan and Security Agreement (the “Loan and Security Agreement”) with Horizon Technology Finance Corporation (“Horizon”), as lender and collateral agent for itself. The Loan and Security Agreement provides for four separate and independent $ 2.5 million term loans (Loan A, Loan B, Loan C, and Loan D, collectively, the “Term Loans”), whereby, upon the satisfaction of all the conditions to the funding of the Term Loans, each Term Loan was funded by Horizon to the Company in the following manner : (i) Loan A was delivered by Horizon to the Company by April 1, 2021, (ii) Loan B was delivered by Horizon to the Company by April 1, 2021, (iii) Loan C was delivered by Horizon to the Company by June 30, 2021, and (iv) Loan D was delivered by Horizon to the Company by June 30, 2021. The Company may only use the proceeds of the Term Loans for working capital or general corporate purposes as contemplated by the Loan and Security Agreement. On April 1, 2021, the Company drew down $ 5 million. On June 22, 2021, the Company drew down another $ 5 million under this facility. The Company incurred $ 0.3 million of debt issuance costs and issued $ 0.3 million of warrants. The Term Loans mature on the 48 -month anniversary following the funding date, therefore $ 5 million plus an additional fee of $ 0.2 million becomes due on April 1, 2025, and $ 5 million plus an additional fee of $ 0.2 million will become due on June 22, 2025. The principal balance of the Term Loan bears a floating interest. The interest rate is calculated initially and, thereafter, each calendar month as the sum of (a) the per annum rate of interest from time to time published in The Wall Street Journal as contemplated by the Loan and Security Agreement, or any successor publication thereto, as the “prime rate” then in effect, plus (b) 6.25 %; provided that, in the event such rate of interest is less than 3.25 %, such rate shall be deemed to be 3.25 % for purposes of calculating the interest rate. Interest is payable on a monthly basis based on each Term Loan principal amount outstanding in the preceding month and at June 30, 2022 the rate applied was 9.5 %. The Company may, at its option upon at least five business days’ written notice to Horizon, prepay all or any portion of the outstanding Term Loan by simultaneously paying to Horizon an amount equal to (i) any accrued and unpaid interest on the outstanding principal balance of the Term Loan so prepaid; plus (ii) an amount equal to (A) if such Term Loan is prepaid on or before the Loan Amortization Date (as defined in the Loan and Security Agreement) applicable to such Term Loan, three percent of the then outstanding principal balance of such Term Loan, (B) if such Term Loan is prepaid after the Loan Amortization Date applicable to such Term Loan, but on or before the date that is 12 months after such Loan Amortization Date, two percent of the then outstanding principal balance of such Term Loan, or (C) if such Term Loan is prepaid more than 12 months after the Loan Amortization Date applicable to such Term Loan, one percent of the then outstanding principal balance of such Term Loan; plus (iii) the outstanding principal balance of such Term Loan; plus (iv) all other sums, if any, that had become due and payable under the Loan and Security Agreement. The Company’s debt obligation consisted of the following (in thousands): Term Debt June 30, December 31, Term Loan A and B due April 2025 $ 5,000 $ 5,000 Term Loan C and D due June 2025 5,000 5,000 Term debt 10,000 10,000 Less: Unamortized deferred issuance costs ( 160 ) ( 197 ) Less: Warrant discount and interest ( 89 ) ( 198 ) Total debt obligations- long term $ 9,751 $ 9,605 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity Common Stock On August 13, 2021, the Company entered into the 2021 Sales Agreement with SVB Securities LLC with respect to an at-the-market offering program under which the Company may offer and sell, from time to tim e at its sole discretion, shares of its common stock having an aggregate offering price of up to $ 50.0 million through SVB Securities LLC as its sales agent. During the quarter ended June 30, 2022 , the Company sold 80,558 shares of common stock pursuant to the 2021 Sales Agreement for gross proceeds of $ 0.30 million, resulting in net proceeds of $ 0.29 million after deducting sales commissions. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 9. Warrants In 2019, Spring Bank, as borrower, entered into a loan and security agreement with Pontifax Medison Finance (Israel) L.P. and Pontifax Medison Finance (Cayman) L.P., as lenders, and pursuant to which Spring Bank issued to Pontifax Medison Finance GP, L.P warrants to purchase 62,500 shares of its common stock (the “Pontifax Warrants”). The Pontifax Warrants are exercisable at $ 8.32 per share and expire on September 19, 2025 . The Company evaluated the terms of the warrants and concluded that they should be equity-classified. At June 30, 2022 , there were 62,500 warrants outstanding. In connection with the entry into the Loan and Security Agreement (refer to Note 7), the Co mpany issued to Horizon warrants to purchase an aggregate number of shares of the Company’s common stock in an amount equal to $ 100,000 divided by the exercise price for each respective warrant. If at any time the Company files a registration statement relating to an offering for its own account, or the account of others, of any of its equity securities, the Company has agreed to include such number of shares underlying the warrants in such registration statement as requested by the holder. The warrants, which are exercisable for an aggregate of 42,236 shares, will be exercisable for a period of seven years at a per-share exercise price of $ 9.47 , which is equal to the 10 -day average closing price prior to January 15, 2021, the date on which the term sheet relating to the Loan and Security Agreement was entered into, subject to certain adjustments as specified in the warrant. As of June 30, 2022 , there were 42,236 warrants outstanding. A summary of the warrant activity for the six months ended June 30, 2022, is as follows: Warrants Outstanding at December 31, 2021 104,736 Exercised — Issued — Expired — Outstanding at June 30, 2022 104,736 |
Stock Option Plans
Stock Option Plans | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Option Plans | 10. Stock Option Plans Incentive Plans The Company maintains two equity incentive plans (the "Plans") that provide for the granting of stock options, share appreciation rights, restricted shares, restricted share units, performance share units and certain other share-based awards as provided in the Plans to certain employees, members of the board of directors, consultants or other service providers of the Company, with a prescribed contractual term not to exceed ten years. As of June 30, 2022, there were 80,326 sha res of common stock available for grant under the Plans. Awards granted under the Plans generally vest over a four-year period with 25 % or 28 % of the award vesting on the first anniversary of the commencement date and the balance vesting monthly over the remaining three years. Grants are generally awarded with a contractual terms of 10 years from the date of the grant. For certain senior members of management and directors, the board of directors approved an alternative vesting schedule. The share reserve under one of the Plans automatically increases on January 1 each year, in an amount equal to 4 % of the total number of shares outstanding as of December 31 of the preceding year. In March 2022, the Company's Compensation Committee of the board of directors approved the issuance of nonqualified stock option awards to purchase Common Stock outside of the aforementioned Plans ("Inducement Awards") to employees to induce them to accept employment with the Company. The terms and vesting conditions of Inducement Awards are the same as for options granted under the Plans. Stock option valuation The fair value of stock option grants is estimated using the Black-Scholes option-pricing model with the following assumptions: Black-Scholes Option- June 30, December 31, Risk-free interest rate 2.84 % - 3.36 % 0.42 % - 1.34 % Expected volatility 95.63 % - 97.45 % 97.18 % - 98.96 % Expected dividend yield - % - % Expected life (in years) 5.5 - 6.1 6.1 The table below summarizes stock option activity under the Company’s stock option plans and Inducement Awards: Stock Option Activity Number of Weighted Weighted Aggregate (in years) (in thousands) Outstanding as of December 31, 2021 1,098,134 $ 5.80 8.76 $ 5,808 Granted 1,074,364 4.11 10.00 ( 975 ) Exercised — — — — Forfeited and expired ( 63,845 ) 7.59 9.06 91 Outstanding as of June 30, 2022 2,108,653 4.89 8.88 4,922 Options exercisable at June 30, 2022 584,015 6.14 7.91 3,572 The weighted average grant date fair value of options granted during the six months ended June 30, 2022 and 2021 was $ 3.20 an d $ 6.16 per share, respectively. The total fair value of options vested during the six months ended June 30, 2022 and 2021 was $ 7.2 million and $ 3.0 million, respectively. Restricted Stock Units The following table summarizes the movement in the number of Restricted Stock Units (“RSUs”) issued by the Company under the Stock Incentive Plans The table below summarizes activity relating to RSUs for the six months ended June 30, 2022: RSU Activity Restricted Weighted- Total nonvested units at December 31, 2021 $ 291,886 $ 9.06 Granted 25,000 2.91 Vested ( 109,558 ) 8.82 Total nonvested units at June 30, 2022 $ 207,328 $ 8.44 The vesting for the time-based RSUs occurs either immediately, after one year or after four years. For the six months ended June 30, 2022 and June 30, 2021, the Company recognized approximatel y $ 0.5 million and $ 1.4 mill ion in expenses related to the time-based RSUs respectively. Share-based Compensation The Company recorded share-based compensation expense in the following expense categories for the three and six months ended June 30, 2022 and 2021 of its consolidated statements of operations and comprehensive loss (in thousands): Share-Based Compensation For the Three Months For the Six Months 2022 2021 2022 2021 Research and development expenses $ 491 $ 531 $ 946 $ 944 General and administrative expenses 924 1,328 1,924 3,095 $ 1,415 $ 1,859 $ 2,870 $ 4,039 On June 22, 2022, the board of directors exercised its discretion pursuant to Section 9.8 of the 2019 Plan to allow the unvested portion of all Enterprise Management Incentive Options ("EMI Options"), to accelerate and become fully vested and exercisable as of three business days prior to the initial scheduled expiration date of the Offer, which was August 3, 2022. The expiration date of the Offer has since been extended to September 19, 2022. This was done to preserve UK employees' EMI tax status under the Merger. As such, the remaining value of the EMI Options was accelerated and recognized ratably over the accelerated period. At June 30, 2022 , there was $ 4.1 million of unrecognized stock-based compensation expense relating to stock options granted pursuant to the Stock Incentive Plans, which will be recognized over the weighted-average remaining vesting period of 2.8 years. At June 30, 2022 , there was $ 0.7 million of unrecognized stock-based compensation expense relating to the time-based RSUs granted pursuant to the Stock Incentive Plans, which will be recognized over the weighted-average remaining vesting period of 2.6 years. |
Significant Agreements
Significant Agreements | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Significant Agreements | 11. Significant Agreements License and Collaboration agreements For the three and six months ended June 30, 2022 and 2021, the Company had License and Collaboration agreements (“LCAs”) with Ares, Denali, Janssen and AstraZeneca . The following table summarizes the revenue recognized in the Company’s consolidated statements of operations and comprehensive loss from these arrangements (in thousands): Revenue by Collaboration Partner For the Three Months For the Six Months 2022 2021 2022 2021 Ares $ — $ — $ 2,551 $ 2,800 Denali — — — 117 Total $ — $ — $ 2,551 $ 2,917 2019 License and collaboration agreement with Ares Trading S.A. Summary On May 14, 2019, the Company entered into a licensing and collaboration agreement ("2019 LCA") with Ares, pursuant to which the Company granted the option to enter into a worldwide, exclusive license to certain patents and know-how to develop, manufacture and commercialize two separate mAb 2 antibody products that each contain a specific Fcab and a Fab target pair (each a licensed product). For the exclusive rights granted in relation to the first molecule, an option fee of $ 11.1 million was paid by Ares to the Company. Following receipt of the option fee, Ares became responsible for the development of the molecule and development, regulatory and sales-based royalties become payable to Company upon achievement of specified events. On July 15, 2020, a deed of amendment (the “2020 Amendment”) was entered into in respect of the 2019 LCA. The 2020 Amendment had two main purposes: (i) to grant additional options to acquire intellectual property rights for a third and fourth molecule; and (ii) to allow Ares to exercise its option early to acquire intellectual property rights to the second molecule included in the 2019 LCA as well as to terminate the research and development services. On execution of the amendment, an option fee of $ 8.5 million was paid by Ares to the Company to acquire rights to the second molecule. As a result of the 2020 Amendment, the maximum amount payable by Ares on the achievement of certain development and regulatory milestones in the aggregate was increased to $ 473.9 million, and the maximum amount payable on the achievement of certain commercial milestones was increased to $ 292.3 million. In addition, to the extent that any product candidates covered by the exclusive licenses granted to Ares are commercialized, the Company will be entitled to receive a single digit royalty based on a percentage of net sales on a country-by-country basis. During the six months ended June 30, 2022, Ares paid an option fee of $ 2.6 million to acquire the rights to the third molecule. During the six months ended June 30, 2021, Ares paid an option fee of $ 2.8 million to acquire the rights to the fourth molecule. Revenue recognition Management has considered the performance obligations identified in the Ares LCA and concluded that the option for the grant of intellectual property rights is not distinct from the provision of R&D services, as the R&D services would significantly modify the early-stage intellectual property. As a result, the option for the grant of intellectual property rights and the provision of R&D services has been combined into a single performance obligation for each individual molecule included in the 2019 LCA. The Company recognized revenue using the cost-to-cost method, which it believes best depicted the transfer of control of the services to the customer. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the identified performance obligation. The total transaction price for the 2019 LCA, was initially determined to be $ 15.4 million, consisting of the upfront payment for the first molecule and research and development funding for the research term for the second molecule. Variable consideration to be paid to the company upon reaching certain milestones had been excluded from the calculation, as at the inception of the contract, it was not probable that a significant reversal of revenue recognized would not occur in a subsequent reporting period. There were two components identified in the 2020 Amendment, each of which was accounted for as a separate performance obligation. The first component, the grant of the additional options to acquire intellectual property rights for the third and fourth molecule, was deemed to be distinct, as the customer can benefit from it on its own, and it is independent of the delivery of other performance obligations in the 2019 LCA. Additionally, as the amount of consideration reflects a standalone selling price, the Company determined that the second component is accounted for as a separate contract. The second component, which allowed the customer to exercise its option to acquire intellectual property rights to the second molecule early, is considered to be a modification of the 2019 LCA. This is because the option is not independent of the research and development services provided under the 2019 LCA, and therefore the goods and services are not distinct. All performance obligations under the 2019 LCA in respect of the second molecule were deemed to have been fully satisfied on July 15, 2020. The Company updated the transaction price to $ 22.4 million on execution of the 2020 Amendment, due to the addition of $ 8.5 million for the option exercise for the second molecule and a reduction in research and development services of $ 1.5 million, due to the early termination of the services . During the six months ended June 30, 2021, $ 2.6 million was recognized in relation to the option exercise to acquire intellectual property rights for the third molecule included in the 2020 Amendment. During the six months ended June 30, 2022, $ 2.8 million was recognized in relation to the option exercise to acquire intellectual property rights for the fourth molecule included in the 2020 Amendment. No revenue was recorded in the three months ended June 30, 2022 or 2021 in relation to this contract. License and collaboration agreement with Denali Therapeutics, Inc. Summary In August 2016, the Company entered into an exclusive license and collaboration agreement (the “Denali LCA”) with Denali. Under the terms of the Denali LCA, Denali was granted the right to nominate up to three Fcab targets for approval (“Accepted Fcab Targets”), within the first three years of the date of the agreement. Upon entering into the Denali LCA, Denali had selected Transferrin receptor as the first Accepted Fcab Target and paid an upfront fee of $ 5.5 million to the Company. In May 2018, Denali exercised its right to nominate two additional Fcab targets and identified a second Accepted Fcab Target. Denali made a one-time payment to the F-star group for the two additional Accepted Fcab Targets of $ 6.0 million and extended the time period for its selection of the third Accepted Fcab Target until August 2020. Under the terms of the agreement the Company is entitled to receive contingent payments that relate to certain defined preclinical, clinical, regulatory, and commercial milestones with a maximum value of $ 49.5 million. Revenue recognition The Company has considered the performance obligations identified in the contracts and concluded that the grant of intellectual property rights is not distinct from the provision of R&D services, as the R&D services are expected to significantly modify the early-stage intellectual property. As a result, the grant of intellectual property rights and the provision of R&D services has been combined into a single performance obligation for this contract. The initial transaction price for the first Accepted Fcab Target was deemed to be $ 7.1 million consisting of $ 5.0 million for the grant of intellectual property rights and $ 2.1 million for R&D services. The initial transaction price for the second Accepted Fcab Target was $ 5.1 million, consisting of $ 3.0 million for the grant of intellectual property rights and $ 2.1 million for R&D services. During the year ended December 31, 2019, the transaction price for the first Accepted Fcab Target was increased to $ 8.6 million due to achievement of a $ 1.5 million milestone that on initial recognition of the Denali LCA was not included in the transaction price, as it was not deemed probable that a reversal would not occur in a future reporting period. All performance obligations were deemed to have been fully satisfied during the year ended December 31, 2019 in respect of the first Accepted Fcab Target, and during the three months ended March 30, 2021 in respect of the second Accepted Fcab Target. For the six months ended June 30, 2022 and 2021 , the Company recognized zero and $ 0.1 million, respectively, in respect of the second Accepted Fcab Target. 2021 Agreement with AstraZeneca Summary On July 7, 2021 the Company entered into a License Agreement with AstraZeneca. Under the terms of the agreement the Company has granted an exclusive license to certain patents and know-how to develop, manufacture and commercialize STING inhibitor compounds. AstraZeneca will be responsible for all future research, development and commercialization activities. For the exclusive rights granted, an initial upfront fee of $ 0.5 million was paid by AstraZeneca to the Company during the three months ended September 2021. The Company is entitled to receive additional contingent near-term preclinical milestones of $ 11.5 million, plus maximum contingent payments that relate to certain defined development and regulatory milestones of $ 85.0 million and commercial milestones of $ 221.3 million, as well as royalty payments based upon a single digit percentage on net sales of products developed. Pursuant to the STING Antagonist CVR Agreement, 80 % of net proceeds received the Company under the License Agreement with AstraZeneca will be payable, pursuant to the Exchange Agreement, to common stockholders of Spring Bank as of November 19, 2020, immediately prior to the Closing of the transaction. Revenue recognition Management has identified a single performance obligation in the contract, which is the grant of intellectual property rights. The total transaction price was initially determined to be $ 0.5 million, consisting only of the upfront payment. Variable consideration to be paid to the company upon reaching certain milestones has been excluded from the calculation, as at the inception of the contract, it is not probable that a significant reversal of revenue recognized would not occur in a subsequent reporting period. The transaction price was allocated to the single performance obligation, which was deemed to be fully satisfied on the grant of intellectual property rights, and therefore the initial upfront fee was recognized at a point in time. No revenue was recorded for this contract in the six months ended June 30, 2022 or June 30, 2021. 2021 License and Collaboration Agreement with Janssen Biotech, Inc. On October 19, 2021, we entered into a license and collaboration agreement (the “Janssen Agreement”) with Janssen. The Janssen Agreement was facilitated by Johnson & Johnson Innovation. Under the Janssen Agreement, Janssen received a worldwide exclusive license to research and develop and the option to commercialize up to five novel bispecific antibodies directed to Janssen therapeutic targets using F-star’s proprietary Fcab and mAb 2 platforms. Janssen is responsible for all research, development, and commercialization activities under the Janssen Agreement. F-star received upfront fees of $ 17.5 million, and is entitled to receive near-term fees and potential further milestones of up to $ 1.35 billion. F-star is also eligible to receive potential tiered mid-single digit royalties on annual net sales of any products that receive regulatory approval and are commercialized using the licensed technology. Revenue recognition The Company assessed the arrangement in accordance with ASC 606 and concluded that Janssen is a customer based on the arrangement structure. The Company identified a single performance obligation under the arrangement consisting of the grant of intellectual property rights at the inception of the Janssen Agreement. There are no R&D services included in the arrangement or needed for Janssen to use the technology. Revenue is recognized as functional IP, at the point in time when control of the license is transferred. The Company determined that the transaction price at the onset of the arrangement is the total upfront payment received in the amount of $ 17.5 million. The transaction price was allocated to the single performance obligation, which was deemed to be fully satisfied upon the grant of intellectual property rights, and therefore the initial upfront fee was recognized at a point in time. Separately, we also identified customer options, which include our obligations to grant an additional 18-month period to the research license granted at contract inception and to grant exploitation licenses for up to five subject mAb 2 molecules. These options do not represent a material right, as they are not offered at a significant and incremental discount, and will be recorded as separate contracts when and if they are executed. No revenue was recorded for this contract in the six months ended June 30, 2022 or June 30, 2021. Summary of Contract Assets and Liabilities Up-front payments and fees are recorded as deferred revenue upon receipt or when due until such time as the Company satisfies its performance obligations under these arrangements. A contract asset is a conditional right to consideration in exchange for goods or services that the Company has transferred to a customer. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. There were no contract assets or liabilities recorded in the Condensed Consolidated Balance Sheets at June 30, 2022 and December 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Lease Obligations On January 27, 2021, the Company signed an operating lease for three years for its corporate headquarters in Cambridge, UK. The Company also has leases for the former Spring Bank headquarters and laboratory space in Hopkinton, Massachusetts which are or were being subleased. One of the two leases expired on May 31, 2021 and the remaining lease has a remaining term of approximately 6.3 years for its former principal office and laboratory space, which includes an option to extend the lease for up to 5 years . The Company’s former headquarters location is being subleased through the remainder of the lease term. Operating lease costs under the leases for the six months ended June 30, 2022, and 2021 were approximately $ 0.6 million and $ 0.6 million. The following table summarizes the Company’s maturities of operating lease liabilities as of June 30, 2022 (in thousands): Maturities of Operating Lease Liabilities Periods For the period July 1, 2021 to December 31, 2022 $ 430 2023 867 2024 393 2025 382 2026 372 Thereafter 657 Total lease payments $ 3,101 Sublease The Company subleases the former Spring Bank offices in Hopkinton, Massachusetts. Operating sublease income under operating lease agreements for the six months ended June 30, 2022, and 2021 was $ 0.2 m illion and $ 0.2 million. This sublease has a remaining lease term of 6.3 years. Future expected cash receipts from our sublease as of June 30, 2022, are as follows (in thousands): Future Expected Cash Receipts From Sublease Period For the period July 1, 2021 to December 31, 2022 $ 233 2023 474 2024 486 2025 498 2026 511 Thereafter 970 Total sublease receipts $ 3,172 Service Agreements As of June 30, 2022, the Company had contractual commitments of $ 9.9 million with a contract manufacturing organization (“CMO”) for activities that are ongoing or are scheduled to start between three and nine months of the date of the statement of financial position. Under the terms of the agreement with the CMO, the Company is committed to pay for some activities if those activities are cancelled up to three, six or nine months prior to the commencement date. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events Agreement with Takeda On July 20, 2022 the company announced that it entered into a license agreement with Takeda Pharmaceuticals, USA, Inc. (“Takeda”). Under the terms of the agreement, F-star will grant Takeda a worldwide, exclusive royalty-bearing license to research, develop, and commercialize a bispecific antibody against an immune-oncology target using F-star’s proprietary Fcab and mAb 2 platforms. Takeda will be responsible for all research, development, and commercialization activities under the agreement. F-star will receive an upfront license fee of $ 1 million. F-star is also eligible to receive future development and commercialization milestone payments up to approximately $ 40 million over the course of the agreement if all milestones are achieved, plus single-digit percentage royalties on annual net sales. Certain Litigation On July 12, July 18, July 20, and July 22, 2022, four purported stockholders of the Company filed separate lawsuits against the Company and certain of its current and former directors and officers in the federal district court for the Southern District of New York, captioned Mark Diebolt v. F-star Therapeutics, Inc., et al., Case No. 1:22-cv-05941 (the “Diebolt Complaint”), Amber Johnson v. F-star Therapeutics, Inc., et al., Case No. 1:22-cv-06103 (the “Johnson Complaint”), Jacob Wheeler v. F-star Therapeutics, Inc., et al., Case No. 1:22-cv-00950 (the “Wheeler Complaint”), and Sam Carlisle v. F-star Therapeutics, Inc., et al., Case No. 1:22-cv-06253 (the “Carlisle Complaint,” and together with the Diebolt Complaint, Johnson Complaint, and Wheeler Complaint, the “Complaints”), respectively. Each complaint alleges violations of Sections 14(d) and 14(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14d-9 promulgated thereunder and Section 20(a) of the Exchange Act. Both lawsuits allege that the Schedule 14D-9 Solicitation / Recommendation Statement filed by the Company on July 7, 2022 is materially incomplete and misleading and seek to enjoin the tender offer until the purported deficiencies in the 14D-9 are corrected, or alternatively, seek monetary damages if the tender offer is consummated. The plaintiffs also seek fees and costs incurred in bringing the Complaints. The defendants believe the claims asserted in the Complaints are without merit. The Company has also received demand letters from eight purported shareholders (collectively, the “Demand Letters”) separately requesting that the Company provide additional disclosures in connection with the Merger. The Company and the defendants named in the Complaints and the Demand Letters believe that the claims asserted in the Complaints and the Demand Letters are without merit. Additional lawsuits arising out of or relating to the tender offer may be filed and other demand letters may be received in the future. If additional similar complaints are filed or demand letters are received, absent new or different allegations that are material, the Company will not necessarily announce such additional filings. From time to time, we may become involved in additional legal proceedings arising in the ordinary course of our business. We are not presently a party to any material litigation. |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial statements. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying interim condensed consolidated financial statements as of June 30, 2022, and for the three and six months ended June 30, 2022 and 2021, and information contained within the notes to these condensed consolidated financial statements, are unaudited. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s audited annual consolidated financial statements and in management's opinion contain all adjustments (including normal recurring adjustments) necessary for the fair presentation of the Company’s financial position as of June 30, 2022, results of operations for the three and six months ended June 30, 2022 and 2021, statement of stockholders’ equity for the three and six months ended June 30, 2022 and 2021 and its cash flows for the six months ended June 30, 2022 and 2021. These interim condensed consolidated financial statements should be read in conjunction with the Company’s annual audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The results for the three and six months ended June 30, 2022 , are not necessarily indicative of the results expected for the full fiscal year or any interim period. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of F-star Therapeutics, Inc. and its wholly owned subsidiaries. All inter-company balances and transactions between the consolidated companies have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting years. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the fair value of the assets and liabilities acquired in the transaction between Spring Bank and F-star Ltd, the fair value of contingent value rights, the accrual for research and development expenses, revenue recognition, fair values of acquired intangible assets and impairment review of those assets, share based compensation expense, and income and other taxes. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed in light of reasonable changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates or assumptions. |
Concentrations of credit risk and of significant suppliers | Concentrations of credit risk and of significant suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents in financial institutions in amounts that could exceed government-insured limits. The Company does not believe it is subject to additional credit risks beyond those normally associated with commercial banking relationships. The Company is dependent on contract research organizations to provide its clinical trials and third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply its requirements for supplies and raw materials related to these programs. These programs could be adversely affected by a significant interruption in these manufacturing services or the availability of raw materials. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful lives of the respective assets as follows: Estimated Useful Economic Life Leasehold property improvements, right of use assets Lesser of lease term or useful life Laboratory equipment 5 years Furniture and office equipment 3 years |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use (“ROU”) assets, and lease obligations in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. This is the rate the Company would have to pay if borrowing on a collateralized basis over a similar term to each lease. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Impairment of Long-Lived Assets | Impairment of long-lived assets Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If the undiscounted cash flows are insufficient to recover the carrying value, an impairment loss is recorded for the difference between the carrying value and fair value of the asset. |
License and collaboration arrangements and revenue recognition | License and collaboration arrangements and revenue recognition The Company’s revenues are generated primarily through license and collaboration agreements with pharmaceutical and biotechnology companies. The terms of these arrangements may include (i) the grant of intellectual property rights (IP licenses) to therapeutic drug candidates against specified targets, developed using the Company’s proprietary mAb 2 bispecific antibody platform, (ii) performing research and development services to optimize drug candidates, and (iii) the grant of options to obtain additional research and development services or licenses for additional targets, or to optimize product candidates, upon the payment of option fees. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, upfront license fees; payments for research and development services; fees upon the exercise of options to obtain additional services or licenses; payments based upon the achievement of defined collaboration objectives; future regulatory and sales-based milestone payments; and royalties on net sales of future products. The Company has adopted FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. To date, the Company has entered into License and Collaboration Agreements with Denali Therapeutics, Inc. (“Denali”), Ares Trading S.A. (“Ares”), an affiliate of Merck KGaA, Darmstadt, Germany, AstraZeneca AB ("AstraZeneca") and Janssen Biotech, Inc. ("Janssen") which were determined to be within the scope of ASC 606. |
Research and development costs | Research and development costs Research and development costs are expensed as incurred. Research and development expenses are comprised of costs incurred in performing clinical trials, research and development activities, including compensation expense, share-based compensation and benefits, facilities costs and laboratory supplies, depreciation, amortization and impairment expense, manufacturing expenses and external costs of outside vendors engaged to conduct preclinical development activities as well as the cost of licensing technology. Typically, upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred, except for payments relating to intellectual property rights with future alternative use which will be expensed when the intellectual property is in use. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. |
Warrants | Warrants The Company accounts for warrants within stockholders equity or as liabilities based on the characteristics and provisions of each instrument. The Company evaluates outstanding warrants in accordance with ASC 480, Distinguishing Liabilities from Equity , and ASC 815, Derivatives and Hedging . If none of the criteria in the evaluation in these standards are met, the warrants are classified as a component of stockholders’ equity and initially recorded at their grant date fair value without subsequent remeasurement. Warrants that meet the criteria are classified as liabilities and remeasured to their fair value at the end of each reporting period. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for share-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s consolidated statements of operations and comprehensive loss. |
Fair value measurements of financial instruments | Fair value measurements of financial instruments The Company’s financial instruments consist of cash, accounts payable, Contingent Value Rights (“CVRs”) and liability classified warrants. The carrying amounts of cash and accounts payable approximate their fair value due to the short-term nature of those financial instruments. The fair value of CVRs and the liability classified warrants are remeasured to fair value each reporting period. |
Net loss per share | Net loss per share The Company computes net loss per share in accordance with ASC Topic 260, Earnings Per Share (“ASC 260”) and related guidance, which requires two calculations of net (loss) income attributable to the Company’s shareholders per share to be disclosed: basic and diluted. Convertible preferred shares are considered participating securities and are included in the calculation of basic and diluted net (loss) income per share using the two-class method. In periods where the Company reports net losses, such losses are not allocated to the convertible preferred shares for the computation of basic or diluted net (loss) income. Diluted net (loss) income per share is the same as basic net (loss) income per share for the periods in which the Company had a net loss because the inclusion of outstanding common stock equivalents would be anti-dilutive. |
Income taxes | Income taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. The potential recovery of deferred tax assets is evaluated by estimating the potential for future taxable profits, if any. Research and development tax credit As the entity located in the United Kingdom (“UK”) carries out extensive research and development, and clinical trial activities, it seeks to benefit from the UK research and development tax credit cash rebate regime known as the Small and Medium-sized Enterprises R&D Tax Credit Program (the “SME Program”). Qualifying expenditures largely comprise employment costs for research staff, consumables expenses incurred under agreements with third parties that conduct research and development, preclinical activities, clinical activities and manufacturing on the Company’s behalf and certain internal overhead costs incurred as part of research projects. The tax credit received in the UK pursuant to the SME Program permits companies to deduct an extra 130 % of their qualifying costs from their yearly profit or loss, as well as the normal 100 % deduction, to make a total 230 % deduction. If the company is incurring losses, it is entitled to claim a tax credit worth up to 14.5 % of the surrenderable loss. To qualify for relief under the SME Program, companies are required to employ fewer than 500 staff and have a turnover (revenue) of under €100.0 million or a balance sheet total of less than €86.0 million. Research and development tax credits received in the UK are recorded as a reduction in research and development expenses. The UK research and development tax credit is payable to companies after surrendering tax losses and is not dependent on current or future taxable income. As a result, it is not reflected as part of the income tax provision. |
Contingencies | Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are reco rded when it is probable that a liability has been incurred and the amount can be reasonably estimated. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential loss range is probable and reasonably estimable under the provisions of the authoritative guidelines that address accounting for contingencies. The Company expenses costs as incurred in relation to such legal proceedings as general and administrative expense within the consolidated statements of operations and comprehensive loss. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed below, the Company does not believe that the adoption of recently issued standards have or may have a material impact on its consolidated financial statements and disclosures. |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Since inception, the Company has devoted substantially all of its efforts to business planning, research and development, pre-clinical and clinical activities, recruiting management and technical staff, and securing funding via collaborations. The Company has historically funded its operations with proceeds from its collaboration arrangements, sale and issuance of its common stock and preferred stock, and proceeds from the sale and issuance of convertible notes and debt financing. As of June 30, 2022, the Company had incurred significant losses and has an accumulated deficit of $ 109.5 million . The Company had approximately $ 53.0 million in cash and cash equivalents as of June 30, 2022. The Company expects to continue to generate operating losses in the foreseeable future, particularly as the Company advances its pre-clinical activities and clinical trials for its product candidates in development. The Company plans to seek additional funding through public equity, private equity, debt financing, collaboration partnerships, or other sources. There are no assurances, however, that the Company will be successful in these endeavors. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate its research and development programs, or reduce product candidate expansion, which could adversely affect its business prospects. Although management continues to pursue its funding plans, there is no assurance that the Company will be successful in obtaining sufficient funding to continue operations on terms acceptable to the Company, if at all. Management believes that its existing cash and cash equivalents at June 30, 2022 will fund our current operating plan into the first quarter of 2023. Accordingly, the Company has concluded that substantial doubt exists concerning the Company’s ability to continue as a going concern for a period of at least twelve months from the date of the financial statements. |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Property Plant and Equipment Useful lives | Depreciation expense is recognized using the straight-line method over the estimated useful lives of the respective assets as follows: Estimated Useful Economic Life Leasehold property improvements, right of use assets Lesser of lease term or useful life Laboratory equipment 5 years Furniture and office equipment 3 years |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share applicable to common stockholders of the Company (in thousands, except share and per share data): Net Loss Per Share For the Three Months For the Six Months 2022 2021 2022 2021 Net loss $ ( 18,994 ) $ ( 15,499 ) $ ( 31,081 ) $ ( 25,233 ) Weighted average number shares 21,573,499 17,022,417 21,329,840 13,083,230 Net loss income per common, basic $ ( 0.88 ) $ ( 0.91 ) $ ( 1.46 ) $ ( 1.93 ) |
Summary of Potentially Dilutive Securities Outstanding Excluded from Computation of Diluted Weighted-Average Shares Outstanding | The following shares were excluded from the calculation of diluted net loss per share, prior to the use of the treasury stock method or if-converted method, because their effect would have been anti-dilutive for the period presented: Potential Dilutive Shares For the Three and Six Months 2022 2021 Common stock warrants — 128,479 Stock options and RSUs 791,343 1,313,522 |
In Process R&D (IPRD) and Int_2
In Process R&D (IPRD) and Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of In Process R&D (IPRD) and Intangible Assets | June 30, 2022 December 31, 2021 Indefinite-lived assets Definite-lived assets Indefinite-lived assets Definite-lived assets Goodwill In-process R&D In-process R&D Goodwill In-process R&D In-process R&D Cost $ 14,451 $ 17,349 $ 4,325 $ 14,898 $ 18,961 $ 4,473 Less: accumulated amortization — — 262 — — 130 Less: impairments — 4,083 — — 4,539 — $ 14,451 $ 13,266 $ 4,063 $ 14,898 $ 14,422 $ 4,343 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, net | Property, plant and equipment, net consisted of the following (in thousands): Property, Plant and Equipment, net June 30, December 31, 2022 2021 Leasehold improvements $ 139 $ 154 Laboratory equipment 2,237 2,227 Furniture and office equipment 146 162 2,522 2,543 Less: Accumulated depreciation 1,709 1,656 $ 813 $ 887 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): Fair Value Measurements as of June 30, 2022 Using: Level 1 Level 2 Level 3 Total Liabilities: Contingent value rights $ — $ — $ 3,786 $ 3,786 $ — $ — $ 3,786 $ 3,786 Fair Value Measurements as of December 31, 2021 Using: Level 1 Level 2 Level 3 Total Liabilities: Contingent value rights $ — $ — $ 3,601 $ 3,601 $ — $ — $ 3,601 $ 3,601 |
Summary of Change in Company's Level 3 Liabilities, Warrants Issued in a Private Placement | The following table reflects the change in the Company’s Level 3 liabilities, which consists of contingent value rights, for the six months ended June 30, 2022 (in thousands): Change in Level 3 Liabilities Contingent Value Balance at December 31, 2021 $ 3,601 Change in fair value of CVR 185 Balance at June 30, 2022 $ 3,786 |
Accrued Expenses and other Cu_2
Accrued Expenses and other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses as of June 30, 2022 and December 31, 2021, consisted of the following (in thousands): June 30, December 31, 2022 2021 Clinical trial costs $ 4,477 $ 2,834 Compensation and benefits 1,421 1,819 Professional fees 1,747 1,135 Other 669 453 $ 8,314 $ 6,241 |
Term Debt (Tables)
Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Debt | The Company’s debt obligation consisted of the following (in thousands): Term Debt June 30, December 31, Term Loan A and B due April 2025 $ 5,000 $ 5,000 Term Loan C and D due June 2025 5,000 5,000 Term debt 10,000 10,000 Less: Unamortized deferred issuance costs ( 160 ) ( 197 ) Less: Warrant discount and interest ( 89 ) ( 198 ) Total debt obligations- long term $ 9,751 $ 9,605 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Summary of Warrant Activity | A summary of the warrant activity for the six months ended June 30, 2022, is as follows: Warrants Outstanding at December 31, 2021 104,736 Exercised — Issued — Expired — Outstanding at June 30, 2022 104,736 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrant Activity | A summary of the warrant activity for the six months ended June 30, 2022, is as follows: Warrants Outstanding at December 31, 2021 104,736 Exercised — Issued — Expired — Outstanding at June 30, 2022 104,736 |
Stock Option Plans (Tables)
Stock Option Plans (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Valuation | The fair value of stock option grants is estimated using the Black-Scholes option-pricing model with the following assumptions: Black-Scholes Option- June 30, December 31, Risk-free interest rate 2.84 % - 3.36 % 0.42 % - 1.34 % Expected volatility 95.63 % - 97.45 % 97.18 % - 98.96 % Expected dividend yield - % - % Expected life (in years) 5.5 - 6.1 6.1 |
Summary of Option Activity | The table below summarizes stock option activity under the Company’s stock option plans and Inducement Awards: Stock Option Activity Number of Weighted Weighted Aggregate (in years) (in thousands) Outstanding as of December 31, 2021 1,098,134 $ 5.80 8.76 $ 5,808 Granted 1,074,364 4.11 10.00 ( 975 ) Exercised — — — — Forfeited and expired ( 63,845 ) 7.59 9.06 91 Outstanding as of June 30, 2022 2,108,653 4.89 8.88 4,922 Options exercisable at June 30, 2022 584,015 6.14 7.91 3,572 |
Summary of RSU Activity | The following table summarizes the movement in the number of Restricted Stock Units (“RSUs”) issued by the Company under the Stock Incentive Plans The table below summarizes activity relating to RSUs for the six months ended June 30, 2022: RSU Activity Restricted Weighted- Total nonvested units at December 31, 2021 $ 291,886 $ 9.06 Granted 25,000 2.91 Vested ( 109,558 ) 8.82 Total nonvested units at June 30, 2022 $ 207,328 $ 8.44 |
Summary of Stock-Based Compensation Expense | The Company recorded share-based compensation expense in the following expense categories for the three and six months ended June 30, 2022 and 2021 of its consolidated statements of operations and comprehensive loss (in thousands): Share-Based Compensation For the Three Months For the Six Months 2022 2021 2022 2021 Research and development expenses $ 491 $ 531 $ 946 $ 944 General and administrative expenses 924 1,328 1,924 3,095 $ 1,415 $ 1,859 $ 2,870 $ 4,039 |
Significant Agreements (Tables)
Significant Agreements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of License and Collaboration Agreements | The following table summarizes the revenue recognized in the Company’s consolidated statements of operations and comprehensive loss from these arrangements (in thousands): Revenue by Collaboration Partner For the Three Months For the Six Months 2022 2021 2022 2021 Ares $ — $ — $ 2,551 $ 2,800 Denali — — — 117 Total $ — $ — $ 2,551 $ 2,917 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Maturities of Operating Lease Liabilities | The following table summarizes the Company’s maturities of operating lease liabilities as of June 30, 2022 (in thousands): Maturities of Operating Lease Liabilities Periods For the period July 1, 2021 to December 31, 2022 $ 430 2023 867 2024 393 2025 382 2026 372 Thereafter 657 Total lease payments $ 3,101 |
Summary of Future expected cash receipts from subleases | Future expected cash receipts from our sublease as of June 30, 2022, are as follows (in thousands): Future Expected Cash Receipts From Sublease Period For the period July 1, 2021 to December 31, 2022 $ 233 2023 474 2024 486 2025 498 2026 511 Thereafter 970 Total sublease receipts $ 3,172 |
Nature of Business and Summar_4
Nature of Business and Summary of Significant Accounting Policies - Summary of Property Plant and Equipment Useful lives (Detail) | 6 Months Ended |
Jun. 30, 2022 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Lesser of lease term or useful life |
Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Nature of Business and Summar_5
Nature of Business and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 22, 2021 | Apr. 01, 2021 | Nov. 20, 2020 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 22, 2022 | Dec. 31, 2021 | Aug. 13, 2021 | Mar. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-4 | |||||||||
Working Capital | $ 49,500 | $ 49,500 | ||||||||
Accounts Payable and Accrued Expenses | 8,300 | 8,300 | ||||||||
Cash and cash equivalents | $ 52,963 | $ 52,963 | $ 78,549 | |||||||
Common stock, shares issued | 21,584,723 | 21,584,723 | 20,874,590 | |||||||
Termination Fee | $ 7,250 | |||||||||
Gross proceeds from issuance of common stock | $ 320 | $ 2,269 | ||||||||
Acquision of common stock per share | $ 0.0001 | |||||||||
Offer price per share | $ 7.12 | |||||||||
Proceeds from issuance of Common Stock | 2,269 | $ 77,293 | ||||||||
Accumulated deficit | (109,532) | (109,532) | $ (78,451) | |||||||
Cash | $ 53,000 | $ 53,000 | ||||||||
Research Development Tax [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Extra deduction under UK tax credit percentage | 130% | |||||||||
Normal deduction from UK tax credit percentage | 100% | |||||||||
Total deductions under UK tax credit percentage | 230% | |||||||||
Research and development tax credit percentage | 14.50% | |||||||||
Condition to qualify under SME program | To qualify for relief under the SME Program, companies are required to employ fewer than 500 staff and have a turnover (revenue) of under €100.0 million or a balance sheet total of less than €86.0 million. | |||||||||
Term Loan [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Long-term line of credit | $ 2,500 | |||||||||
Proceeds from lines of credit | $ 5,000 | $ 5,000 | ||||||||
SBPH Sales Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Aggregate offering price | $ 50,000 | |||||||||
Common stock, shares issued | 80,558 | 80,558 | ||||||||
Gross proceeds from issuance of common stock | $ 300 | |||||||||
Proceeds from issuance of Common Stock | $ 290 | |||||||||
2021 Sales Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Aggregate offering price | $ 50,000 | |||||||||
Common stock, shares issued | 80,558 | 80,558 | ||||||||
Gross proceeds from issuance of common stock | $ 300 | |||||||||
Proceeds from issuance of Common Stock | $ 290 | |||||||||
IPO [Member] | SBPH Sales Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Aggregate offering price | $ 50,000 |
Business Combination - Summary
Business Combination - Summary of Purchase Price is Allocated to the Fair Value of Assets and Liabilities Acquired (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Goodwill | $ 14,451 | $ 14,898 |
Contingent value rights | $ (2,046) | $ (1,694) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share, Basic [Abstract] | ||||
Net loss | $ (18,994) | $ (15,499) | $ (31,081) | $ (25,233) |
Weighted average number shares outstanding, basic and diluted | 21,573,499 | 17,022,417 | 21,329,840 | 13,083,230 |
Net loss income per common, basic and diluted | $ (0.88) | $ (0.91) | $ (1.46) | $ (1.93) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Potentially Dilutive Securities Outstanding Excluded from Computation of Diluted Weighted-Average Shares Outstanding (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Common Stock Warrants [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted-average shares outstanding | 0 | 128,479 | 0 | 128,479 |
Stock Options and RSU [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities outstanding excluded from the computation of diluted weighted-average shares outstanding | 791,343 | 1,313,522 | 791,343 | 1,313,522 |
In Process R&D (IPRD) and Int_3
In Process R&D (IPRD) and Intangible Assets, Net - Summary of In Process R&D (IPRD) and Intangible Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Goodwill, Gross | $ 14,451 | $ 14,898 |
Indefinite Lived Intangible Assets Gross | 17,349 | 18,961 |
Finite-Lived Intangible Assets, Gross | 4,325 | 4,473 |
Finite-Lived Intangible Assets, Accumulated Amortization | 262 | 130 |
Indefinite Lived Intangible Assets Impairments | 4,083 | 4,539 |
Goodwill | 14,451 | 14,898 |
Indefinite Lived Intangible Assets | 13,266 | 14,422 |
Finite-Lived Intangible Assets, Net | $ 4,063 | $ 4,343 |
In Process R&D (IPRD) and Int_4
In Process R&D (IPRD) and Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
In-process R&D assets and Intangible assets | $ 17,329 | $ 17,329 | $ 18,765 | ||
Amortization expense | $ 100 | $ 0 | $ 105 | $ 0 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net - Schedule of Property, Plant and Equipment, net (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,522 | $ 2,543 |
Less: Accumulated depreciation | 1,709 | 1,656 |
Property and equipment, net | 813 | 887 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 139 | 154 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,237 | 2,227 |
Furniture and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 146 | $ 162 |
Property, Plant and Equipment_4
Property, Plant and Equipment, net - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 236 | $ 297 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Total | $ 3,786 | $ 3,601 |
Contingent Value Rights [member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Total | 3,786 | 3,601 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Total | ||
Level 1 | Contingent Value Rights [member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Total | ||
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Total | ||
Level 2 | Contingent Value Rights [member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Total | ||
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Total | 3,786 | 3,601 |
Level 3 | Contingent Value Rights [member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Total | $ 3,786 | $ 3,601 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of change in the Company's Level 3 liabilities, liability based warrants outstanding (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Change in fair value of CVR | $ (127) | $ (583) | $ (185) | $ (583) |
Level 3 | Contingent Value Right [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Balance at December 31, 2021 | 3,601 | |||
Change in fair value of CVR | 185 | |||
Balance at June 30, 2022 | $ 3,786 | $ 3,786 |
Fair Value Measurements (Additi
Fair Value Measurements (Additional Information) (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair value current liability | $ 1.7 | $ 1.9 |
Long term liability | $ 2 | $ 1.7 |
Accrued Expenses and other Cu_3
Accrued Expenses and other Current Liabilities - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Clinical Trial Costs | $ 4,477 | $ 2,834 |
Compensation and Benefits | 1,421 | 1,819 |
Professional Fees | 1,747 | 1,135 |
Other | 669 | 453 |
Total Accrued expenses and other current liabilities | $ 8,314 | $ 6,241 |
Term Debt - Additional Informat
Term Debt - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 22, 2021 | Apr. 01, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Disclosure [Line Items] | ||||
Maturity period | 48 months | |||
Line of credit facility, interest rate at period end | 6.25% | |||
Line of credit facility, interest rate during period | 3.25% | |||
Line of credit facility, commitment fee percentage | 3.25% | |||
Line of credit facility, frequency of payment and payment terms | The Company may, at its option upon at least five business days’ written notice to Horizon, prepay all or any portion of the outstanding Term Loan by simultaneously paying to Horizon an amount equal to (i) any accrued and unpaid interest on the outstanding principal balance of the Term Loan so prepaid; plus (ii) an amount equal to (A) if such Term Loan is prepaid on or before the Loan Amortization Date (as defined in the Loan and Security Agreement) applicable to such Term Loan, three percent of the then outstanding principal balance of such Term Loan, (B) if such Term Loan is prepaid after the Loan Amortization Date applicable to such Term Loan, but on or before the date that is 12 months after such Loan Amortization Date, two percent of the then outstanding principal balance of such Term Loan, or (C) if such Term Loan is prepaid more than 12 months after the Loan Amortization Date applicable to such Term Loan, one percent of the then outstanding principal balance of such Term Loan; plus (iii) the outstanding principal balance of such Term Loan; plus (iv) all other sums, if any, that had become due and payable under the Loan and Security Agreement. | |||
Debt issuance costs incurred | $ 300 | |||
Proceeds from issuance of warrants | $ 326 | |||
Applied interest rate | 9.50% | |||
Due on April 1 2025 [Member] | ||||
Debt Disclosure [Line Items] | ||||
Long-term line of credit | $ 5,000 | |||
Debt instrument, fee amount | 200 | |||
Due on June-22-2025 [Member] | ||||
Debt Disclosure [Line Items] | ||||
Long-term line of credit | 5,000 | |||
Debt instrument, fee amount | $ 200 | |||
Term Loan [Member] | ||||
Debt Disclosure [Line Items] | ||||
Long-term line of credit | $ 2,500 | |||
Proceeds from lines of credit | $ 5,000 | $ 5,000 |
Term Debt - Summary of Debt (De
Term Debt - Summary of Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Term debt | $ 10,000 | $ 10,000 |
Less: Unamortized deferred issuance costs | (160) | (197) |
Less: Warrant discount and interest | (89) | (198) |
Term loan, long-term | 9,751 | 9,605 |
Term Loan A and B due April 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Term debt | 5,000 | 5,000 |
Term Loan C and D due June 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Term debt | $ 5,000 | $ 5,000 |
Term Debt - Summary of Debt (Pa
Term Debt - Summary of Debt (Parenthetical) (Detail) | 6 Months Ended |
Jun. 30, 2022 | |
Term Loan A and B due April 2025 [Member] | |
Debt Instrument [Line Items] | |
Long-term Debt, Maturity month year | 2025-04 |
Term Loan C and D due June 2025 [Member] | |
Debt Instrument [Line Items] | |
Long-term Debt, Maturity month year | 2025-06 |
Stockholders' Equity (Additiona
Stockholders' Equity (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Aug. 13, 2021 | |
Class of Stock [Line Items] | |||||
Common stock, shares issued | 21,584,723 | 21,584,723 | 20,874,590 | ||
Gross proceeds from issuance of common stock | $ 320 | $ 2,269 | |||
Net proceeds from issuance of common stock | $ 2,269 | $ 77,293 | |||
SBPH Sales Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Aggregate Offering Price | $ 50,000 | ||||
Common stock, shares issued | 80,558 | 80,558 | |||
Gross proceeds from issuance of common stock | $ 300 | ||||
Net proceeds from issuance of common stock | $ 290 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 6 Months Ended | 12 Months Ended | |
Jan. 15, 2021 Loan $ / shares shares | Jun. 30, 2022 USD ($) shares | Dec. 31, 2019 $ / shares | |
Class of Stock [Line Items] | |||
Exercise price | $ / shares | $ 9.47 | ||
Shares Exercised During the period | 42,236 | ||
Warrants outstanding | 42,236 | ||
Debt Conversion, Warrants issued to purchase of common shares | $ | $ 100,000 | ||
Debt instrument, convertible, threshold trading days | Loan | 10 | ||
Common Stock Warrants [Member] | Affiliated Entity [Member] | |||
Class of Stock [Line Items] | |||
Exercise price | $ / shares | $ 8.32 | ||
Warrants expiration date | Sep. 19, 2025 | ||
Warrants outstanding | 62,500 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Detail) - Common Stock Warrants [Member] | 6 Months Ended |
Jun. 30, 2022 shares | |
Class of Warrant or Right [Line Items] | |
Outstanding, Beginning Balance | 104,736 |
Exercised | 0 |
Issued | 0 |
Expired | 0 |
Outstanding, Ending balance | 104,736 |
Stock Option Plans - Summary of
Stock Option Plans - Summary of Stock Option Valuation (Detail) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Risk free rate, Minimum | 2.84% | 0.42% |
Risk free rate, Maximum | 3.36% | 1.34% |
Expected volatility, Minimum | 95.63% | 97.18% |
Expected volatility, Maximum | 97.45% | 98.96% |
Expected dividend yield | 0% | 0% |
Expected life (in years) | 6 years 1 month 6 days | |
Maximum [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Expected life (in years) | 6 years 1 month 6 days | |
Minimum [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Expected life (in years) | 5 years 6 months |
Stock Option Plans - Summary _2
Stock Option Plans - Summary of Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jan. 15, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Exercised | (42,236) | ||
Two Thousand And Nineteen Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Beginning Balance | 1,098,134 | ||
Number of Shares, Granted | 1,074,364 | ||
Number of Shares, Exercised | 0 | ||
Number of Shares, Forfeited and expired | (63,845) | ||
Number of Shares, Ending balance | 2,108,653 | 1,098,134 | |
Number of Shares, Exercisable | 584,015 | ||
Weighted average exercise price, Options outstanding, Beginning Balance | $ 5.80 | ||
Weighted average exercise price, Granted | 4.11 | ||
Weighted average exercise price, Exercised | 0 | ||
Weighted average exercise price, Forfeited and expired | 7.59 | ||
Weighted average exercise price, Options outstanding, Ending Balance | 4.89 | $ 5.80 | |
Weighted average exercise price, Options exercisable | $ 6.14 | ||
Weighted average contractual term | 8 years 10 months 17 days | 8 years 9 months 3 days | |
Weighted average contractual term, Granted | 10 years | ||
Weighted average contractual term, Exercised | |||
Weighted average contractual term, Forfeited and expired | 9 years 21 days | ||
Weighted average contractual term ,Exercisable | 7 years 10 months 28 days | ||
Intrinsic Value, Options outstanding | $ 4,922 | $ 5,808 | |
Intrinsic Value, Granted | (975) | ||
Intrinsic Value, Exercised | 0 | ||
Intrinsic Value, Forfeited and expired | 91 | ||
Intrinsic Value, Option exercisable | $ 3,572 |
Stock Option Plans - Summary _3
Stock Option Plans - Summary of RSU Activity (Detail) - Performance-Based Restricted Stock Units [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Nonvested units, Beginning Balance | shares | 291,886 |
Nonvested units, Granted | shares | 25,000 |
Nonvested units, Vested | shares | (109,558) |
Nonvested units, Ending Balance | shares | 207,328 |
Weighted-Average Grant Date Fair Value Nonvested units, Beginning Balance | $ / shares | $ 9.06 |
Weighted-Average Grant Date Fair Value Granted | $ / shares | 2.91 |
Weighted-Average Grant Date Fair Value Vested | $ / shares | 8.82 |
Weighted-Average Grant Date Fair Value Nonvested units, Ending Balance | $ / shares | $ 8.44 |
Stock Option Plans - Summary _4
Stock Option Plans - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,415 | $ 1,859 | $ 2,870 | $ 4,039 |
2014 and 2015 Stock Incentive Plans [Member] | Stock Options [Member] | Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 491 | 531 | 946 | 944 |
2014 and 2015 Stock Incentive Plans [Member] | Stock Options [Member] | General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 924 | $ 1,328 | $ 1,924 | $ 3,095 |
Stock Option Plans - Additional
Stock Option Plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Arrangement term | 10 years | ||||
Number of shares remain available for grant | 80,326 | 80,326 | |||
Stock-based compensation expense | $ 1,415 | $ 1,859 | $ 2,870 | $ 4,039 | |
Increase in total number of shares outstanding, percentage | 4% | ||||
Time Based Restricted Stock Units [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 500 | $ 1,400 | |||
Maximum [member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting percentage | 28% | ||||
Minimum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting percentage | 25% | ||||
2019 Equity Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation expense | 4,100 | $ 4,100 | |||
Weighted-average remaining vesting period | 2 years 9 months 18 days | ||||
2019 Equity Incentive Plan [Member] | Time Based Restricted Stock Units [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation expense | $ 700 | $ 700 | |||
Weighted-average remaining vesting period | 2 years 7 months 6 days | ||||
2015 Stock Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted-average fair value of all stock options granted | $ 3.20 | $ 6.16 | |||
Fair value of stock options vested | $ 7,200 | $ 3,000 |
Significant Agreements - Summar
Significant Agreements - Summary of License and Collaboration Agreements (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total collaboration revenues | $ 0 | $ 0 | $ 2,551 | $ 2,917 |
Ares [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total collaboration revenues | 0 | 0 | 2,551 | 2,800 |
Denali [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total collaboration revenues | $ 0 | $ 0 | $ 0 | $ 117 |
Significant Agreements - Additi
Significant Agreements - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 19, 2021 | Jul. 15, 2020 | Aug. 31, 2020 | May 31, 2018 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||||||||||
Receivable in respect of license agreeement | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Revenue from contract with customers revenue recognised under cost method | 0 | 0 | 2,551 | 2,917 | |||||||||
Amount of Regulatory Assistance Received | $ 17,500 | ||||||||||||
Arrangement term | 10 years | ||||||||||||
Contract assets or liabilities recorded | 0 | $ 0 | $ 0 | ||||||||||
License agreement [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Arrangement term | 18 months | ||||||||||||
Denali Holding Limited [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Milestone payment receivable | 49,500 | $ 49,500 | |||||||||||
Denali Holding Limited [member] | License agreement [member] | Transferin F Cab Target One [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Upfront Fee Received | $ 5,500 | ||||||||||||
Transaction price allocated | 7,100 | 7,100 | |||||||||||
Increase in the transaction price | $ 8,600 | ||||||||||||
Denali Holding Limited [member] | License agreement [member] | Transferin F Cab Target One [member] | Transferred at Point in Time [Member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Performance obligation revenue recognized | 1,500 | ||||||||||||
Denali Holding Limited [member] | License agreement [member] | Transferin F Cab Target One [member] | For Grant Of Intellecutal Property Rights [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Transaction price allocated | 5,000 | 5,000 | |||||||||||
Denali Holding Limited [member] | License agreement [member] | Transferin F Cab Target One [member] | For Research And Development Services [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Transaction price allocated | 2,100 | 2,100 | |||||||||||
Denali Holding Limited [member] | License agreement [member] | Transferin F Cab Target Two [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Upfront Fee Received | $ 6,000 | ||||||||||||
Transaction price allocated | 2,100 | 2,100 | |||||||||||
Performance obligation revenue recognized | 0 | 100 | |||||||||||
Denali Holding Limited [member] | License agreement [member] | Transferin F Cab Target Two [member] | For Grant Of Intellecutal Property Rights [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Transaction price allocated | 5,100 | 5,100 | |||||||||||
Denali Holding Limited [member] | License agreement [member] | Transferin F Cab Target Two [member] | For Research And Development Services [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Transaction price allocated | 3,000 | 3,000 | |||||||||||
Ares Trading [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Option Payment Received | 2,600 | 2,800 | |||||||||||
Ares Trading [member] | License And Collaboration Agreement [member] | Delta [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Option Payment Received | $ 8,500 | 11,100 | |||||||||||
Ares Trading [member] | Amended And Restated License And Collaboration Agreement [member] | Delta [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Transaction price allocated | 15,400 | ||||||||||||
Ares Trading [member] | Amended And Restated License And Collaboration Agreement [member] | Phase One Clinical Trial [member] | Delta [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue from contract with customers revenue recognised under cost method | 0 | $ 0 | 2,800 | 2,600 | |||||||||
Ares Trading [member] | Amended And Restated License And Collaboration Agreement One [member] | Delta [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Transaction price allocated | 22,400 | ||||||||||||
Milestone payment receivable | $ 473,900 | ||||||||||||
Ares Trading [member] | Amended And Restated License And Collaboration Agreement One [member] | Sales Based Milestone [member] | Delta [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Milestone payment receivable | $ 292,300 | ||||||||||||
Ares Trading [member] | Amended And Restated License And Collaboration Agreement One [member] | For Research And Development Services [member] | Delta [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Transaction price allocated | 1,500 | ||||||||||||
Ares Trading [member] | Amended And Restated License And Collaboration Agreement One [member] | Exercise Fee Member | Delta [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Transaction price allocated | $ 8,500 | ||||||||||||
AstraZeneca [Member] | License agreement [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Upfront Fee Received | $ 500 | ||||||||||||
Transaction price allocated | $ 500 | 500 | |||||||||||
Performance obligation revenue recognized | $ 0 | $ 0 | |||||||||||
Percentage of net proceeds | 80% | ||||||||||||
AstraZeneca [Member] | License agreement [member] | Development Milestone [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Milestone payment receivable | 11,500 | $ 11,500 | |||||||||||
AstraZeneca [Member] | License agreement [member] | Sales Based Milestone [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Milestone payment receivable | 221,300 | 221,300 | |||||||||||
AstraZeneca [Member] | License agreement [member] | Development And Regulatory Milestone [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Milestone payment receivable | $ 85,000 | $ 85,000 | |||||||||||
F Star Gamma [member] | Amended And Restated License And Collaboration Agreement One [member] | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Upfront Fee Received | $ 17,500 | ||||||||||||
Milestone payment receivable | $ 1,350,000 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Maturities of Operating Lease Liabilities (Detail) $ in Thousands | Jun. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
For the period July 1, 2021 to December 31, 2022 | $ 430 |
2023 | 867 |
2024 | 393 |
2025 | 382 |
2026 | 372 |
Thereafter | 657 |
Total lease payments | $ 3,101 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Expected Cash Receipts From Subleases (Detail) $ in Thousands | Jun. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
For the period July 1, 2021 to December 31, 2022 | $ 233 |
2023 | 474 |
2024 | 486 |
2025 | 498 |
2026 | 511 |
Thereafter | 970 |
Total sublease receipts | $ 3,172 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Sublease term | 6 years 3 months 18 days | |
Operating lease costs | $ 0.6 | $ 0.6 |
Contractual Obligation | $ 9.9 | |
Principal Office And Laboratory Space [Member] | ||
Operating leases, weighted average remaining lease term | 6 years 3 months 18 days | |
Operating leases, option to extend lease | an option to extend the lease for up to 5 years | |
Operating sublease income | $ 0.2 | $ 0.2 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ in Millions | 6 Months Ended | |
Jul. 20, 2022 USD ($) | Jun. 30, 2022 DemandLetter | |
Subsequent Event [Line Items] | ||
Number of demand letters received | DemandLetter | 8 | |
Subsequent Event [Member] | Takeda Pharmaceuticals, USA, Inc. [Member] | ||
Subsequent Event [Line Items] | ||
Upfront license fee amount | $ 1 | |
Subsequent Event [Member] | Takeda Pharmaceuticals, USA, Inc. [Member] | Development and Sales Milestone [Member] | ||
Subsequent Event [Line Items] | ||
Milestone payments | $ 40 |