Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2023 | |
Document Information [Line Items] | |
Document Type | S-1/A |
Entity Registrant Name | Spyre Therapeutics, Inc. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 46-4312787 |
Entity Address, Address Line One | 221 Crescent Street |
Entity Address, Address Line Two | Building 23 |
Entity Address, Address Line Three | Suite 105 |
Entity Address, City or Town | Waltham |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 02453 |
City Area Code | 617 |
Local Phone Number | 651-5940 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001636282 |
Amendment Flag | false |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 221 Crescent Street |
Entity Address, Address Line Two | Building 23 |
Entity Address, Address Line Three | Suite 105 |
Entity Address, City or Town | Waltham |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 02453 |
City Area Code | 617 |
Local Phone Number | 651-5940 |
Contact Personnel Name | Heidy King-Jones |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 90,592 | $ 34,863 | $ 15,142 |
Marketable securities | 113,007 | 20,848 | 77,986 |
Development receivables | 163 | 375 | 815 |
Prepaid expenses and other current assets | 2,187 | 6,172 | 4,948 |
Total current assets | 205,949 | 62,258 | 98,891 |
Restricted cash | 1,307 | 1,553 | 1,838 |
Property and equipment, net | 0 | 3,220 | 4,549 |
Operating lease right-of-use assets | 0 | 3,430 | 3,806 |
Other non-current assets | 9 | 683 | 842 |
TOTAL ASSETS | 207,265 | 71,144 | 109,926 |
CURRENT LIABILITIES | |||
Accounts payable | 1,678 | 677 | 3,319 |
CVR liability | 7,510 | 0 | |
Operating lease liabilities | 0 | 625 | 436 |
Deferred revenue | 0 | 517 | 2,359 |
Accrued and other current liabilities | 15,861 | 12,837 | 14,030 |
Related party accounts payable | 19,823 | 0 | |
Total current liabilities | 44,872 | 14,656 | 20,144 |
Non-current CVR liability | 20,690 | 0 | |
Non-current operating lease liabilities | 0 | 4,004 | 4,608 |
Deferred revenue, net of current portion | 0 | 2,179 | 1,217 |
Other non-current liabilities | 0 | 16 | |
TOTAL LIABILITIES | 65,562 | 20,839 | 25,985 |
Commitments and Contingencies (Note 11) | |||
STOCKHOLDERS' (DEFICIT) EQUITY | |||
Preferred stock | 0 | 0 | 0 |
Common stock | 7 | 6 | 5 |
Additional paid-in capital | 455,957 | 475,971 | 425,765 |
Accumulated other comprehensive income (loss) | (132) | (48) | (20) |
Accumulated deficit | (701,234) | (425,624) | (341,809) |
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY | (245,402) | 50,305 | 83,941 |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY | 207,265 | 71,144 | 109,926 |
Series A Non Voting Convertible Preferred Stock | |||
CURRENT LIABILITIES | |||
Series A non-voting convertible preferred stock, $0.0001 par value; 1,086,341 and no shares authorized as of September 30, 2023 and December 31, 2022, respectively; 1,086,339 and no shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | $ 387,105 | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 8,913,659 | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 0 | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock, issued (in shares) | 4,048,687 | 2,614,014 | 1,974,205 |
Common stock, outstanding (in shares) | 4,048,687 | 2,614,014 | 1,974,205 |
Series A Non Voting Convertible Preferred Stock | |||
Series A non-voting convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Series A non-voting convertible preferred stock, authorized (in shares) | 1,086,341 | 0 | |
Series A non-voting convertible preferred stock, issued (in shares) | 1,086,339 | 0 | |
Series A non-voting convertible preferred stock, outstanding (in shares) | 1,086,339 | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||||||
Total revenue | $ 0 | $ 174 | $ 886 | $ 2,161 | $ 2,329 | $ 18,739 | $ 0 |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | Development Fee and Royalty [Member] | Development Fee and Royalty [Member] | Development Fee and Royalty [Member] | Development Fee and Royalty [Member] | |||
Operating expenses (income): | |||||||
Research and development | $ 24,660 | $ 11,977 | $ 55,822 | $ 44,328 | |||
Research and development | 58,579 | 57,069 | 59,638 | ||||
General and administrative | 8,584 | 6,952 | 25,874 | 23,452 | 28,531 | 27,319 | 21,843 |
Acquired in-process research and development | (298) | 0 | 130,188 | 0 | |||
Gain recognized within operating expenses | (14,609) | 0 | (14,609) | 0 | |||
Total operating expenses | 18,337 | 18,929 | 197,275 | 67,780 | 87,110 | 84,388 | 81,481 |
Loss from operations | (18,337) | (18,755) | (196,389) | (65,619) | (84,781) | (65,649) | (81,481) |
Other (expense) income: | |||||||
Interest income | 1,251 | 288 | 2,021 | 427 | 837 | 111 | 593 |
Other income, net | 2,342 | 24 | 2,262 | 25 | (7) | (122) | (5) |
Total other (expense) income | (21,767) | 312 | (79,247) | 452 | 830 | (11) | 588 |
Loss before income tax expense | (40,104) | (18,443) | (275,636) | (65,167) | (83,951) | (65,660) | (80,893) |
Income tax (expense) benefit | (3) | 209 | 26 | 174 | 136 | (141) | 0 |
Net loss | $ (40,107) | $ (18,234) | $ (275,610) | $ (64,993) | $ (83,815) | $ (65,801) | $ (80,893) |
Net loss per share, basic (in dollars per share) | $ (9.34) | $ (4.84) | $ (69.57) | $ (20.17) | $ (24.86) | $ (25.02) | $ (37.89) |
Net loss per share, diluted (in dollars per share) | $ (9.34) | $ (4.84) | $ (69.57) | $ (20.17) | $ (24.86) | $ (25.02) | $ (37.89) |
Weighted-average common shares outstanding, basic (in dollars per share) | 4,293,812 | 3,767,918 | 3,961,546 | 3,222,987 | 3,371,231 | 2,629,784 | 2,134,869 |
Weighted-average common shares outstanding, diluted (in dollars per share) | 4,293,812 | 3,767,918 | 3,961,546 | 3,222,987 | 3,371,231 | 2,629,784 | 2,134,869 |
License | |||||||
Revenue: | |||||||
Total revenue | $ 0 | $ 12,000 | $ 0 | ||||
Development Fee | |||||||
Revenue: | |||||||
Total revenue | $ 2,329 | $ 6,739 | $ 0 | ||||
Forward contract liability | |||||||
Other (expense) income: | |||||||
Change in fair value of forward contract liability | $ (25,360) | $ 0 | $ (83,530) | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Research and development | $ 24,660,000 | $ 11,977,000 | $ 55,822,000 | $ 44,328,000 |
Related Party | ||||
Research and development | $ 19,400,000 | $ 0 | $ 20,800,000 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||||||
Net loss | $ (40,107) | $ (18,234) | $ (275,610) | $ (64,993) | $ (83,815) | $ (65,801) | $ (80,893) |
Other comprehensive (loss) income: | |||||||
Foreign currency translation adjustment | (29) | (38) | (1) | (87) | (35) | (1) | 19 |
Unrealized (loss) gain on marketable securities | (114) | 74 | (83) | (77) | 7 | (30) | (59) |
Total comprehensive loss | $ (40,250) | $ (18,198) | $ (275,694) | $ (65,157) | $ (83,843) | $ (65,832) | $ (80,933) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Total | Series A Non Voting Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit |
Balances at Dec. 31, 2019 | $ 60,081 | $ 3 | $ 255,142 | $ 51 | $ (195,115) | |
Balances (in shares) at Dec. 31, 2019 | 1,163,000 | |||||
Issuance of common stock and pre-funded warrants in connection with public and at-the-market offerings, net of offering costs (in shares) | 747,000 | |||||
Issuance of common stock and pre-funded warrants in connection with public and at-the-market offerings, net of offering costs | 153,572 | $ 2 | 153,570 | |||
Issuance of common stock in connection with exercise of stock options | 490 | 490 | ||||
Issuance of common stock in connection with exercise of stock options (in shares) | 5,000 | |||||
Issuance of common stock in connection with employee stock purchase plan (in shares) | 3,000 | |||||
Issuance of common stock in connection with employee stock purchase plan | 366 | 366 | ||||
Stock-based compensation expense | 6,256 | 6,256 | ||||
Foreign currency translation adjustment | 19 | 19 | ||||
Unrealized gain (loss) on marketable securities | (59) | (59) | ||||
Net loss | (80,893) | (80,893) | ||||
Balances (in shares) at Dec. 31, 2020 | 1,918,000 | |||||
Balances at Dec. 31, 2020 | 139,832 | $ 5 | 415,824 | 11 | (276,008) | |
Issuance of common stock in connection with exercise of stock options | 1,449 | 1,449 | ||||
Issuance of common stock in connection with exercise of stock options (in shares) | 13,000 | |||||
Issuance of common stock in connection with exercise of pre-funded warrants (in shares) | 40 | |||||
Issuance of common stock in connection with employee stock purchase plan (in shares) | 3,000 | |||||
Issuance of common stock in connection with employee stock purchase plan | 454 | 454 | ||||
Stock-based compensation expense | 8,038 | 8,038 | ||||
Foreign currency translation adjustment | (1) | (1) | ||||
Unrealized gain (loss) on marketable securities | (30) | (30) | ||||
Net loss | (65,801) | (65,801) | ||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | |||||
Ending balance at Dec. 31, 2021 | $ 0 | |||||
Balances (in shares) at Dec. 31, 2021 | 1,974,000 | |||||
Balances at Dec. 31, 2021 | 83,941 | $ 5 | 425,765 | (20) | (341,809) | |
Issuance of common stock in connection with employee stock purchase plan (in shares) | 3,000 | |||||
Issuance of common stock in connection with employee stock purchase plan | 184 | 184 | ||||
Stock-based compensation expense | 2,101 | 2,101 | ||||
Foreign currency translation adjustment | (13) | (13) | ||||
Unrealized gain (loss) on marketable securities | (120) | (120) | ||||
Net loss | (24,436) | (24,436) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | |||||
Ending balance at Mar. 31, 2022 | $ 0 | |||||
Balances (in shares) at Mar. 31, 2022 | 1,977,000 | |||||
Balances at Mar. 31, 2022 | 61,657 | $ 5 | 428,050 | (153) | (366,245) | |
Balances at Dec. 31, 2021 | 83,941 | $ 5 | 425,765 | (20) | (341,809) | |
Balances (in shares) at Dec. 31, 2021 | 1,974,000 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||
Beginning balance at Dec. 31, 2021 | $ 0 | |||||
Foreign currency translation adjustment | (87) | |||||
Unrealized gain (loss) on marketable securities | (77) | |||||
Net loss | (64,993) | |||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | |||||
Ending balance at Sep. 30, 2022 | $ 0 | |||||
Balances (in shares) at Sep. 30, 2022 | 2,460,000 | |||||
Balances at Sep. 30, 2022 | 67,555 | $ 6 | 474,535 | (184) | (406,802) | |
Balances at Dec. 31, 2021 | $ 83,941 | $ 5 | 425,765 | (20) | (341,809) | |
Balances (in shares) at Dec. 31, 2021 | 1,974,000 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||
Beginning balance at Dec. 31, 2021 | $ 0 | |||||
Issuance of common stock in connection with exercise of stock options (in shares) | 0 | |||||
Issuance of common stock and pre-funded warrants in connection with registered direct offering, net of offering costs (in shares) | 430,000 | |||||
Issuance of common stock and pre-funded warrants in connection with registered direct offering, net of offering costs | $ 42,874 | $ 1 | 42,873 | |||
Issuance of common stock in connection with exercise of pre-funded warrants (in shares) | 204,000 | |||||
Issuance of common stock in connection with employee stock purchase plan (in shares) | 6,000 | |||||
Issuance of common stock in connection with employee stock purchase plan | 222 | 222 | ||||
Stock-based compensation expense | 7,111 | 7,111 | ||||
Foreign currency translation adjustment | (35) | (35) | ||||
Unrealized gain (loss) on marketable securities | 7 | 7 | ||||
Net loss | (83,815) | (83,815) | ||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | |||||
Ending balance at Dec. 31, 2022 | $ 0 | |||||
Balances (in shares) at Dec. 31, 2022 | 2,614,000 | |||||
Balances at Dec. 31, 2022 | 50,305 | $ 6 | 475,971 | (48) | (425,624) | |
Balances at Mar. 31, 2022 | 61,657 | $ 5 | 428,050 | (153) | (366,245) | |
Balances (in shares) at Mar. 31, 2022 | 1,977,000 | |||||
Beginning balance (in shares) at Mar. 31, 2022 | 0 | |||||
Beginning balance at Mar. 31, 2022 | $ 0 | |||||
Issuance of common stock in connection with exercise of pre-funded warrants (in shares) | 40,000 | |||||
Issuance of common stock and pre-funded warrants in connection with registered direct offering, net of offering costs (in shares) | 430,000 | |||||
Issuance of common stock and pre-funded warrants in connection with registered direct offering, net of offering costs | 42,873 | $ 1 | 42,872 | |||
Stock-based compensation expense | 2,017 | 2,017 | ||||
Foreign currency translation adjustment | (36) | (36) | ||||
Unrealized gain (loss) on marketable securities | (31) | (31) | ||||
Net loss | (22,323) | (22,323) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | |||||
Ending balance at Jun. 30, 2022 | $ 0 | |||||
Balances (in shares) at Jun. 30, 2022 | 2,447,000 | |||||
Balances at Jun. 30, 2022 | 84,157 | $ 6 | 472,939 | (220) | (388,568) | |
Issuance of common stock in connection with employee stock purchase plan (in shares) | 3,000 | |||||
Issuance of common stock in connection with employee stock purchase plan | 38 | 38 | ||||
Issuance of common stock in connection with exercise of pre-funded warrants | (8) | (8) | ||||
Issuance of common stock and pre-funded warrants in connection with registered direct offering, net of offering costs (in shares) | 10,000 | |||||
Stock-based compensation expense | 1,566 | 1,566 | ||||
Foreign currency translation adjustment | (38) | (38) | ||||
Unrealized gain (loss) on marketable securities | 74 | 74 | ||||
Net loss | (18,234) | (18,234) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | |||||
Ending balance at Sep. 30, 2022 | $ 0 | |||||
Balances (in shares) at Sep. 30, 2022 | 2,460,000 | |||||
Balances at Sep. 30, 2022 | 67,555 | $ 6 | 474,535 | (184) | (406,802) | |
Balances at Dec. 31, 2022 | 50,305 | $ 6 | 475,971 | (48) | (425,624) | |
Balances (in shares) at Dec. 31, 2022 | 2,614,000 | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | |||||
Beginning balance at Dec. 31, 2022 | $ 0 | |||||
Issuance of common stock in connection with employee stock purchase plan (in shares) | 2,000 | |||||
Issuance of common stock in connection with employee stock purchase plan | 18 | 18 | ||||
Stock-based compensation expense | 1,709 | 1,709 | ||||
Foreign currency translation adjustment | 10 | 10 | ||||
Unrealized gain (loss) on marketable securities | 32 | 32 | ||||
Net loss | (18,422) | (18,422) | ||||
Ending balance (in shares) at Mar. 31, 2023 | 0 | |||||
Ending balance at Mar. 31, 2023 | $ 0 | |||||
Balances (in shares) at Mar. 31, 2023 | 2,616,000 | |||||
Balances at Mar. 31, 2023 | 33,652 | $ 6 | 477,698 | (6) | (444,046) | |
Balances at Dec. 31, 2022 | 50,305 | $ 6 | 475,971 | (48) | (425,624) | |
Balances (in shares) at Dec. 31, 2022 | 2,614,000 | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 0 | |||||
Beginning balance at Dec. 31, 2022 | $ 0 | |||||
Foreign currency translation adjustment | (1) | |||||
Unrealized gain (loss) on marketable securities | (83) | |||||
Net loss | (275,610) | |||||
Ending balance (in shares) at Sep. 30, 2023 | 1,086,339 | |||||
Ending balance at Sep. 30, 2023 | $ 387,105 | |||||
Balances (in shares) at Sep. 30, 2023 | 4,049 | |||||
Balances at Sep. 30, 2023 | (245,402) | $ 7 | 455,957 | (132) | (701,234) | |
Balances at Mar. 31, 2023 | $ 33,652 | $ 6 | 477,698 | (6) | (444,046) | |
Balances (in shares) at Mar. 31, 2023 | 2,616,000 | |||||
Beginning balance (in shares) at Mar. 31, 2023 | 0 | |||||
Beginning balance at Mar. 31, 2023 | $ 0 | |||||
Issuance of Series A non-voting convertible preferred stock (in shares) | 721,000 | |||||
Issuance of Series A non-voting convertible preferred stock | $ 197,323 | |||||
Issuance of common stock forward in connection with the asset acquisition of Spyre | $ 3,768 | 3,768 | ||||
Issuance of common stock in connection with exercise of pre-funded warrants (in shares) | 624,000 | |||||
CVR distribution to common stockholders | (29,500) | (29,500) | ||||
Stock-based compensation expense | 1,775 | 1,775 | ||||
Foreign currency translation adjustment | 18 | 18 | ||||
Unrealized gain (loss) on marketable securities | (1) | (1) | ||||
Net loss | (217,081) | (217,081) | ||||
Ending balance (in shares) at Jun. 30, 2023 | 721,000 | |||||
Ending balance at Jun. 30, 2023 | $ 197,323 | |||||
Balances (in shares) at Jun. 30, 2023 | 3,240,000 | |||||
Balances at Jun. 30, 2023 | $ (207,369) | $ 6 | 453,741 | 11 | (661,127) | |
Issuance of Series A non-voting convertible preferred stock (in shares) | 365,000 | |||||
Issuance of Series A non-voting convertible preferred stock | 189,741 | |||||
Issuance of common stock in connection with exercise of stock options and employee stock purchase plan (in shares) | 10,000 | |||||
Issuance of common stock in connection with exercise of stock options and employee stock purchase plan | $ 105 | 105 | ||||
Settlement of financing costs in connection with private placement of Series A non-voting convertible preferred stock | $ 41 | |||||
Issuance of common stock in connection with the asset acquisition of Spyre and settlement of related forward contract (in shares) | 518,000 | |||||
Issuance of common stock in connection with the asset acquisition of Spyre and settlement of related forward contract | $ 1 | (1) | ||||
Issuance of common stock in connection with exercise of pre-funded warrants (in shares) | 281,000 | |||||
Stock-based compensation expense | 2,112 | 2,112 | ||||
Foreign currency translation adjustment | (29) | (29) | ||||
Unrealized gain (loss) on marketable securities | (114) | (114) | ||||
Net loss | (40,107) | (40,107) | ||||
Ending balance (in shares) at Sep. 30, 2023 | 1,086,339 | |||||
Ending balance at Sep. 30, 2023 | $ 387,105 | |||||
Balances (in shares) at Sep. 30, 2023 | 4,049 | |||||
Balances at Sep. 30, 2023 | $ (245,402) | $ 7 | $ 455,957 | $ (132) | $ (701,234) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net loss | $ (275,610) | $ (64,993) | $ (83,815) | $ (65,801) | $ (80,893) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 744 | 1,182 | 1,567 | 1,576 | 996 |
Stock-based compensation | 8,405 | 5,684 | 7,111 | 8,038 | 6,256 |
Acquired in-process research and development | 130,188 | 0 | |||
Gain on sale of in-process research and development asset | (14,609) | 0 | |||
Lease ROU asset and leasehold improvement impairment loss | 2,580 | 0 | |||
Loss on disposal of long-lived assets | 915 | 0 | |||
Amortization of operating lease assets | 220 | 292 | |||
Net accretion of discount on marketable securities | (612) | (175) | (327) | 548 | 73 |
Other | 18 | 351 | (2) | 9 | (9) |
Purchase net (premium) discount on marketable securities | 428 | (344) | (286) | ||
Non-cash operating lease expense | 397 | 425 | 628 | ||
Changes in operating assets and liabilities: | |||||
Prepaid expenses and other assets | 3,310 | (2,863) | (1,144) | (1,216) | (1,101) |
Accounts payable | 1,001 | 859 | |||
Deferred revenue | 575 | (897) | (880) | 3,576 | 0 |
Development receivables | 212 | 146 | 440 | (815) | 0 |
Operating lease liabilities | (2,326) | (297) | |||
Accrued and other liabilities | (4,000) | (1,293) | (843) | (373) | (1,146) |
Related party payable | (2,115) | 0 | |||
Accounts payable | (2,641) | 1,065 | (544) | ||
Operating lease liabilities | (435) | (404) | 251 | ||
Net cash used in operating activities | (68,874) | (62,004) | (80,144) | (53,716) | (75,775) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Cash assumed from asset acquisition of Spyre | 3,035 | 0 | |||
Proceeds from sale of in-process research & development asset | 15,000 | 0 | |||
Purchases of property and equipment | 0 | (38) | (38) | (573) | (4,280) |
Proceeds from sale of property and equipment | 475 | 0 | |||
Purchases of marketable securities | (112,631) | (35,000) | (39,500) | (133,079) | (129,000) |
Proceeds from maturities and sales of marketable securities | 21,000 | 78,046 | 96,546 | 111,033 | 125,676 |
Net cash (used in) and provided by investing activities | (73,121) | 43,008 | 57,008 | (22,619) | (7,604) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from issuance of Series A non-voting convertible preferred stock in connection with private placement, net of placement and other offering costs | 197,364 | 0 | |||
Proceeds from issuance of common stock and pre-funded warrants in registered direct offering, net of offering costs | 0 | 42,874 | 42,874 | 0 | 153,716 |
Proceeds from employee stock plan purchases and stock option exercises | 123 | 222 | 222 | 1,903 | 816 |
Principal payments on finance lease obligation | (16) | (410) | (418) | (510) | (20) |
Net cash provided by financing activities | 197,471 | 42,686 | 42,678 | 1,393 | 154,512 |
Effect of exchange rate on cash, cash equivalents, and restricted cash | 7 | (152) | (106) | (15) | 51 |
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 55,483 | 23,538 | 19,436 | (74,957) | 71,184 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | |||||
Beginning of period | 36,416 | 16,980 | 16,980 | ||
End of period | 91,899 | 40,518 | 36,416 | 16,980 | |
Beginning of period | 36,416 | 16,980 | 16,980 | 91,937 | 20,753 |
End of period | 36,416 | 16,980 | 91,937 | ||
Supplemental Disclosure of Non-Cash Investing and Financing Information: | |||||
Settlement of forward contract liability and issuance of Series A non-voting convertible preferred stock in connection with the asset acquisition of Spyre | 189,741 | 0 | |||
Leased assets obtained in exchange for lease obligations | 21 | 872 | 172 | ||
Unpaid amounts related to purchase of property and equipment | $ 0 | $ 0 | $ 224 | ||
CVR liability | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Change in fair value of forward contract liability | (1,300) | 0 | |||
Forward contract liability | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Change in fair value of forward contract liability | $ 83,530 | $ 0 |
Statement of Assets Acquired an
Statement of Assets Acquired and Liabilities Assumed $ in Thousands | Jun. 22, 2023 USD ($) |
Current assets: | |
Cash and cash equivalents | $ 3,035 |
Total current assets | 3,035 |
Total assets acquired | 3,035 |
Current liabilities: | |
Accrued liabilities | 20,047 |
Total current liabilities | 20,047 |
Total liabilities assumed | 20,047 |
Net liabilities assumed | $ (17,012) |
The Company and Basis of Presen
The Company and Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
The Company and Basis of Presentation | 1. The Company and Basis of Presentation Aeglea BioTherapeutics, Inc. (“Aeglea” or the “Company”) is a preclinical stage biotechnology company focused on developing next generation therapeutics for patients living with inflammatory bowel disease. The Company was formed as a Limited Liability Company (“LLC”) in Delaware on December 16, 2013 under the name Aeglea BioTherapeutics Holdings, LLC and was converted from a Delaware LLC to a Delaware corporation on March 10, 2015. The Company operates in one segment and has its principal offices in Waltham, Massachusetts. On April 12, 2023, based on the review of the inconclusive interim results from the Company’s Phase 1/2 clinical trial of pegtarviliase for the treatment of classical homocystinuria and other business considerations, the Company announced that it had initiated a process to explore strategic alternatives to maximize stockholder value and engaged an independent exclusive financial advisor to support this process. In April 2023, the Company implemented a restructuring plan resulting in an approximate 83% reduction of the Company’s existing headcount. On September 8, 2023, Aeglea effected a reverse stock split of its common stock at a ratio of 1-for-25 On June 22, 2023, the Company acquired, in accordance with the terms of the Agreement and Plan of Merger (the “Acquisition Agreement”), the assets from Spyre Therapeutics, Inc. (“Spyre”), as disclosed in Notes 7 and 8, a privately held biotechnology company advancing a pipeline of antibody therapeutics with the potential to transform the treatment of inflammatory bowel disease through a research and development option agreement (“Paragon Agreement”) with Paragon Therapeutics (“Paragon”). The transaction was structured as a stock-for-stock non-voting In connection with the Asset Acquisition, on June 26, 2023, the Company completed a private placement of shares of Series A Preferred Stock (the “PIPE”) to a group of investors (the “Investors”). The Company sold an aggregate of 721,452 shares of Series A Preferred Stock for an aggregate purchase price of approximately $210.0 million before deducting approximately $12.7 million in placement agent and other offering expenses (together with the Asset Acquisition, the “Transactions”). For additional information, see Note 9. In connection with the Asset Acquisition and pursuant to a non-transferable one-year Liquidity As of September 30, 2023, the Company had an accumulated deficit of $701.2 million, and cash, cash equivalents, and marketable securities of $203.6 million. The Company has not generated any product revenues and has not achieved profitable operations. There can be no assurance that profitable operations will ever be achieved, and, if achieved, whether it can be sustained on a continuing basis. In addition, development activities, clinical and nonclinical testing, and commercialization of the Company’s product candidates will require significant additional financing before a commercial drug can be produced and marketed. The Company is subject to a number of risks similar to other life science companies, including, but not limited to, risks related to the successful discovery, development, and commercialization of product candidates, raising additional capital, development of competing drugs and therapies, protection of proprietary technology and market acceptance of the Company’s product candidates. As a result of these and other factors and uncertainties, there can be no assurance of the Company’s future success. In April 2023, the Board of Directors (the “Board”) approved a restructuring of the Company’s workforce pursuant to which the Company’s workforce was reduced by approximately 83% and the Company retained approximately 10 employees. Following a review of the interim results from its ongoing Phase 1/2 clinical trial of pegtarviliase for the treatment of classical homocystinuria and other business considerations, the Company explored strategic alternatives with the goal of maximizing stockholder value, including possible business combinations and/or a divestiture of the Company’s clinical programs. On June 22, 2023, the Company acquired, in accordance with the terms of the Acquisition Agreement, the net assets of Spyre, as disclosed in Notes 7 and 8. Additionally, the Company completed the PIPE. In accordance with Accounting Standards Codification (“ASC”) 205-40, Unaudited Interim Financial Information The interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q be read in conjunction with the audited financial statements included in the Company’s Form 10-K the | 1. The Company and Basis of Presentation Aeglea BioTherapeutics, Inc. (“Aeglea” or the “Company”) is a clinical-stage biotechnology company developing human enzyme therapeutics to benefit people with rare metabolic diseases. The Company was formed as a Limited Liability Company (LLC) in Delaware on December 16, 2013 under the name Aeglea BioTherapeutics Holdings, LLC and was converted from a Delaware LLC to a Delaware corporation on March 10, 2015. The Company operates in one segment and has its principal offices in Austin, Texas. Liquidity As of December 31, 2022, the Company had working capital of $47.6 million, an accumulated deficit of $425.6 million, and cash, cash equivalents, marketable securities, and restricted cash of $57.3 million. The Company has not generated any product revenues and has not achieved profitable operations. There is no assurance that profitable operations will ever be achieved, and, if achieved, could be sustained on a continuing basis. In addition, development activities, clinical and nonclinical testing, and commercialization of the Company’s products will require significant additional financing. The Company is subject to a number of risks similar to other life science companies, including, but not limited to, risks related to the successful discovery, development, and commercialization of product candidates, raising additional capital, development of competing drugs and therapies, protection of proprietary technology and market acceptance of the Company’s products. As a result of these and other factors and the related uncertainties, there can be no assurance of the Company’s future success. In accordance with ASC 205-40, 10-K Although the Company has been successful in raising capital in the past, there is no assurance that it will be successful in obtaining such additional financing on terms acceptable to the Company, if at all, nor is it considered probable under the accounting standards. If the Company is unable to obtain sufficient funding on acceptable terms, it could be forced to delay, reduce or eliminate some or all of its research and development programs or commercialization activities, which could materially adversely affect its business prospects or its ability to continue operations. Basis of Presentation The consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) as defined by the Financial Accounting Standards Board (“FASB”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Other than policies noted below, there have been no significant changes from the significant accounting policies and estimates disclosed in Note 2 of the “Notes to Consolidated Financial Statements” included in our Annual Report on Form 10-K These interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and SEC instructions for interim financial information, and should be read in conjunction with the Company’s Annual Report. Significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed in the Company’s Annual Report. The Company uses the same accounting policies in preparing quarterly and annual financial statements. Convertible Preferred Stock Issued through PIPE The Company records shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company has applied the guidance in ASC 480-10-S99-3A Acquisitions The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs, which would meet the definition of a business. Significant judgment is required in the application of the test to determine whether an acquisition is a business combination or an acquisition of assets. Acquisitions meeting the definition of business combinations are accounted for using the acquisition method of accounting, which requires that the purchase price be allocated to the net assets acquired at their respective fair values. In a business combination, any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes pre-acquisition in-process Contingent Value Rights The Company evaluates its contracts to determine if those contracts qualify as derivatives under ASC 815, Derivatives and Hedging (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued non-current net-cash The Company applies a scenario-based method and weighs them based on the possible achievement of certain milestones. The milestone payments are contingent on formal reimbursement decisions by national authorities in key European markets and pegzilarginase approval by the U.S. Food and Drug Administration (“FDA”), among other events. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820, Fair Value Measurement. The key assumptions used include the discount rate, probability of regulatory success, and reimbursement rates from certain government agencies. The estimated value of the CVR consideration is based upon available information and certain assumptions which the Company’s management believes are reasonable under the circumstances. The ultimate payout under the CVRs may differ materially from the assumptions used in determining the fair value of the CVR consideration. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets, liabilities, and equity and the amount of revenues and expenses. Actual results could differ significantly from those estimates. The most significant estimates and assumptions that management considers in the preparation of the Company’s financial statements relate to the valuation of consideration transferred in acquiring IPR&D; the discount rate, probabilities of success, and timing of estimated cash flows in the valuation of the CVR liability; inputs used in the Black-Scholes model for stock-based compensation expense; estimated future cash flows used in calculating the impairment of right-of-use Recently Adopted Accounting Pronouncement The Company early adopted the Financial Accounting Standards Board’s Accounting Standards Update 2020-06, 2020-06”), 2020-06 470-20 earnings-per-share 2020-06 if-converted which is more dilutive than the treasury stock method, be used for all convertible instruments. The Company applied ASU 2020-06 Preferred | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets, liabilities, and equity and the amount of revenues and expenses. Estimates are used in accounting for, among other items, accrued research and development costs and revenue recognition. Actual results could differ materially from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents consist of money market funds and debt securities and are stated at fair value. Marketable Securities All investments have been classified as available-for-sale available-for-sale available-for-sale For available-for-sale available-for-sale available-for-sale Any unrealized losses from declines in fair value below the amortized cost basis as a result of non-credit available-for-sale Restricted Cash Restricted cash consists of money market accounts held by financial institutions as collateral for the Company’s obligations under a credit agreement and a facility lease for the Company’s corporate headquarters in Austin, Texas. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, marketable securities, and restricted cash. The Company’s investment policy limits investments to high credit quality securities issued by the U.S. government, U.S. government-sponsored agencies, highly rated banks, and corporate issuers, subject to certain concentration limits and restrictions on maturities. The Company’s cash, cash equivalents, marketable securities, and restricted cash are held by financial institutions that management believes are of high credit quality. Amounts on deposit may at times exceed federally insured limits. The Company has not experienced any losses on its deposits of cash, cash equivalents, and restricted cash and its accounts are monitored by management to mitigate risk. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash, cash equivalents, and restricted cash, and bond issuers. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance that do not extend the life or improve an asset are expensed as incurred. Upon retirement or sale, the cost of disposed assets and their related accumulated depreciation and amortization are removed from the balance sheet. Any gain or loss is credited or charged to operations. The useful lives of the property and equipment are as follows: Laboratory equipment 5 years Furniture and office equipment 5 years Computer equipment 3 years Software 3 years Leasehold improvements Shorter of remaining lease term or estimated useful life Impairment of Long-Lived Assets Long-lived assets are reviewed for indications of possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amounts to the future undiscounted cash flows attributable to these assets. An impairment loss is recognized to the extent an asset group is not recoverable, and the carrying amount exceeds the fair value. There were no impairments of long-lived assets for the years ended December 31, 2022, 2021, and 2020. Accrued Research and Development Costs The Company records the costs associated with research nonclinical studies, clinical trials, and manufacturing development as incurred. These costs are a significant component of the Company’s research and development expenses, with a substantial portion of the Company’s on-going The Company accrues for expenses resulting from obligations under agreements with contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), and other outside service providers for which payment flows do not match the periods over which materials or services are provided to the Company. Accruals are recorded based on estimates of services received and efforts expended pursuant to agreements established with CROs, CMOs, and other outside service providers. These estimates are typically based on contracted amounts applied to the proportion of work performed and determined through analysis with internal personnel and external service providers as to the progress or stage of completion of the services. The Company makes significant judgments and estimates in determining the accrual balance in each reporting period. In the event advance payments are made to a CRO, CMO, or outside service provider, the payments will be recorded as a prepaid asset which will be amortized as the contracted services are performed. As actual costs become known, the Company adjusts its accruals. Inputs, such as the services performed, the number of patients enrolled, or the study duration, may vary from the Company’s estimates, resulting in adjustments to research and development expense in future periods. Changes in these estimates that result in material changes to the Company’s accruals could materially affect the Company’s results of operations. Historically, the Company has not experienced Leases The Company determines if an arrangement is a lease at inception. Right-of-use The Company has lease agreements with lease and non-lease non-lease non-lease Fair Value of Financial Instruments The Company uses fair value measurements to record fair value adjustments to certain financial and non-financial The accounting standard for fair value establishes a fair value hierarchy based on three levels of inputs, the first two of which are considered observable and the last unobservable, that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are as follows: Level 1: Observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Valuations based on unobservable inputs to the valuation methodology and including data about assumptions that market participants would use in pricing the asset or liability based on the best information available under the circumstances. Financial instruments carried at fair value include cash, cash equivalents, marketable securities, and restricted cash. The carrying amounts of accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. Revenue Recognition Under ASC Topic 606, “Revenue from Contracts with Customers” (“Topic 606”), an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company assesses its license arrangements within the scope of Topic 606 in accordance with this framework as follows: License revenue The Company assesses whether the goods or services promised within each contract are distinct to identify those that are performance obligations. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. In assessing whether a promised good or service is distinct, and therefore a performance obligation, the Company considers factors such as the research, stage of development of the licensed product, manufacturing and commercialization capabilities of the customer and the availability of the associated expertise in the general marketplace. The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, the Company is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. The transaction price is determined and allocated to the identified performance obligations in proportion to their stand-alone selling prices (“SSP”) on a relative SSP basis. SSP is based on observable prices of the performance obligations or, when such prices are not observable, are estimated. The estimation of SSP may include factors such as forecasted revenues or costs, development timelines, discount rates, probabilities of technical and regulatory success, and considerations such as market conditions and entity-specific factors. In certain circumstances, the Company may apply the residual method to determine the SSP of a good or service if the SSP is considered highly variable or uncertain. The Company validates the SSP for performance obligations by evaluating whether changes in the key assumptions used to determine the SSP will have a significant effect on the allocation of arrangement consideration between multiple performance obligations. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the amount of estimated variable consideration in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates catch-up If an arrangement includes development, regulatory or commercial milestone payments, the Company evaluates whether the milestones are considered likely of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant cumulative revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are generally not considered likely of being achieved until those approvals are received. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensee and the transfer of the promised goods or services to the licensees will be one year or less. For arrangements with licenses of intellectual property that include sales-based royalties, including milestone payments based on the level of sales, and if the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time, recognition is based on the use of an output or input method. The Company’s contracts may be modified for changes in the customer’s requirements. If contract modifications are for additional goods and services that are distinct from the existing contract, the modification will be accounted for as either a separate contract or a termination of the existing contract, depending on whether the additional goods or services reflects the SSP. If the additional goods or services in a contract modification are not distinct from the existing contract, they are accounted for as if they were part of the original contract. The effect of the contract modification on the transaction price and the measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue on a cumulative catch-up catch-up Collaborative arrangements The Company analyzes its license arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and therefore within the scope of ASC Topic 808, Collaborative Arrangements (“Topic 808”). This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For arrangements within the scope of Topic 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of Topic 808 and which elements of the collaboration are more reflective of a vendor-customer relationship and therefore within the scope of Topic 606. For elements of collaboration arrangements that are accounted for pursuant to Topic 808, an appropriate recognition method is determined and applied consistently, either by analogy to authoritative accounting literature or by applying a reasonable and rational policy election. For those elements of the arrangement that are accounted for pursuant to Topic 606, the Company applies the five-step model described above Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include, but are not limited to, salaries, benefits, travel, stock-based compensation, consulting costs, contract research service costs, laboratory supplies and facilities, contract manufacturing costs, and costs paid to other third parties that conduct research and development activities on the Company’s behalf. Amounts incurred in connection with license agreements are also included in research and development expense. Advance payments for goods or services to be rendered in the future for use in research and development activities are recorded as a prepaid asset and expensed as the related goods are delivered or the services are performed. Stock-Based Compensation The Company recognizes the cost of stock-based awards granted to employees and non-employees non-employee Income Taxes The Company and its ten wholly owned subsidiary corporations use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statements and the tax bases of assets and liabilities. Additionally, any changes in income tax laws are immediately recognized in the year of enactment. A valuation allowance is established against the deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized. The deferred tax assets and liabilities are classified as noncurrent along with the related valuation allowance. Due to a lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance. The Company recognizes benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on the technical merits, as the largest amount of benefits that is more likely than not to be realized upon the ultimate settlement. The Company’s policy is to recognize interest and penalties related to the unrecognized tax benefits as a component of income tax expense, if applicable. As of December 31, 2022 and 2021, the Company had no unrecognized tax benefits and there were no interest or penalties incurred by the Company in the years ended December 31, 2022, 2021, or 2020. Comprehensive Loss Comprehensive loss is the change in stockholders’ equity from transactions and other events and circumstances other than those resulting from investments by stockholders and distributions to stockholders. The Company’s other comprehensive income (loss) is currently comprised of changes in unrealized losses and gains on available-for-sale |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | 3. Fair Value Measurements The Company measures and reports certain financial instruments as assets and liabilities at fair value on a recurring basis. The following tables set forth the fair value of the Company’s financial assets and liabilities at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 55,451 $ — $ — $ 55,451 Commercial paper — 107,093 — 107,093 Corporate bonds — 22,828 — 22,828 Total financial assets $ 55,451 $ 129,921 $ — $ 185,372 Liabilities: Parapyre Option Obligation $ — $ 2,952 $ — $ 2,952 CVR liability — — 28,200 28,200 Total liabilities $ — $ 2,952 $ 28,200 $ 31,152 December 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 15,250 $ — $ — $ 15,250 Commercial paper — 23,641 — 23,641 U.S. government securities — 4,230 — 4,230 Corporate bonds — 3,732 — 3,732 Total financial assets $ 15,250 $ 31,603 $ — $ 46,853 The Company measures the fair value of money market funds on quoted prices in active markets for identical assets or liabilities. The Level 2 assets include commercial paper, U.S. government securities and corporate bonds and are valued based on quoted prices for similar assets in active markets and inputs other than quoted prices that are derived from observable market data. The Company evaluates transfers between levels at the end of each reporting period. The Parapyre Option Obligation (as defined in Note 6) is considered a Level 2 liability based on observable market data for substantially the full term of the liability. The Parapyre Option Obligation is measured each period using a Black-Scholes model to estimate the fair value of the option grant. Changes in the fair value of the Parapyre Option Obligation are recorded as stock-based compensation within Research and development expenses for non-employees pre-clinical The CVR liability value is based on significant inputs not observable in the market such as estimated cash flows, estimated probabilities of success, and risk-adjusted discount rates, which represent a Level 3 liability. As of December 31, 2022, the Company had no financial liabilities outstanding measured at fair value. Forward Contract Liability In connection with the Asset Acquisition, the Company entered into a contract for the issuance of 364,887 shares of Series A Preferred Stock as part of the consideration transferred. This forward contract was classified as a liability because the underlying preferred shares were contingently redeemable. Further, the forward contract liability was considered a Level 2 liability based on observable market data for substantially the full term of the liability and was initially measured at its estimated fair value on the transaction date based on the underlying price per share on an as-converted The fair value of the forward contract at the transaction date, June 22, 2023, was $106.2 million. The liability was settled with the issuance of the Series A Preferred Stock on July 7, 2023 for $189.7 million. For the three and nine months ended September 30, 2023, $25.4 million and $83.5 million, respectively, was recorded as Other (expense) income in the consolidated statements of operations in connection with the change in fair value of the forward contract liability. The following table presents changes in the forward contract liability for the periods presented (in millions): Forward Beginning balance as of June 22, 2023 $ 106.2 Change in fair value 58.1 Ending balance as of June 30, 2023 164.3 Change in fair value 25.4 Issuance of Series A Preferred Stock on July 7, 2023 (189.7 ) Ending balance as of September 30, 2023 $ — Parapyre Option Obligation On June 22, 2023, in connection with the Asset Acquisition, the Company assumed the Parapyre Option Obligation which provided for an annual equity grant of options for Parapyre Holding LLC (“Parapyre”) to purchase 1% of the then outstanding shares of Spyre’s common stock, on a fully diluted basis, on the last business day of each calendar year during the term of the Paragon Agreement, at the fair market value determined by the board of directors of Spyre. On September 29, 2023, the Company amended the Paragon Agreement to amend and restate certain terms of the option grant pertaining to the Parapyre Option Obligation, including but not limited to (i) defining that the annual equity grant of options is based on the outstanding shares of Aeglea’s common stock, (ii) establishing the grant date as the last business day of each applicable calendar year, and (iii) defining the term of the options granted as ten years. The liability related to the Parapyre Option Obligation will be recorded pursuant to the amended Paragon Agreement. As of September 30, 2023, the pro-rated CVR Liability In connection with the Asset Acquisition, a non-transferable The fair value of the CVR liability was determined using the probability weighted discounted cash flow method to estimate future cash flows associated with the sale of the legacy assets. Analogous to a dividend being declared/approved in one period and paid out in another, the liability was recorded at the date of approval, June 22, 2023, as a common stock dividend, returning capital to the Legacy Stockholders. Changes in fair value of the liability will be recognized as a component of Other income (expense) in the condensed consolidated statement of operations and comprehensive loss in each reporting period. The liability value is based on significant inputs not observable in the market such as estimated cash flows, estimated probabilities of success, and risk-adjusted discount rates, which represent a Level 3 measurement within the fair value hierarchy. The significant inputs used to estimate the fair value of the CVR liability were as follows: September 30, 2023 Estimated cash flow dates 11/28/23 - Estimated probability of success 27% - 100% Risk-adjusted discount rates 7.14% - 7.57% The change in fair value between June 30, 2023 and September 30, 2023 was a $1.3 million decrease, and was primarily driven by changes in the likelihood of a successful disposition of pegtarviliase, changes in the expected timing of achievement of certain milestones, updates to expenses and deductions, partially offset by changes in the likelihood of certain milestones related to the favorable Committee for Medicinal Products Human Use (“CHMP”) opinion received by Immedica Pharma AB (“Immedica”). The following table presents changes in the CVR liability for the periods presented (in thousands): CVR Beginning balance as of December 31, 2022 $ — Fair value at CVR issuance 29,500 Changes in the fair value of the CVR liability since issuance $ (1,300 ) Ending Balance as of September 30, 2023 $ 28,200 | 3. Fair Value Measurements The Company measures and reports certain financial instruments as assets and liabilities at fair value on a recurring basis. The following tables sets forth the fair value of the Company’s financial assets and liabilities at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets Money market funds $ 15,250 $ — $ — $ 15,250 Commercial paper — 23,641 — 23,641 U.S. government securities — 4,230 — 4,230 Corporate bonds — 3,732 — 3,732 Total financial assets $ 15,250 $ 31,603 $ — $ 46,853 December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets Money market funds $ 8,888 $ — $ — $ 8,888 Commercial paper — 65,412 — 65,412 Corporate bonds — 12,574 — 12,574 Total financial assets $ 8,888 $ 77,986 $ — $ 86,874 The Company measures the fair value of money market funds on quoted prices in active markets for identical asset or liabilities. The Level 2 assets include U.S. government agency securities, commercial paper and corporate bonds, and are valued based on quoted prices for similar assets in active markets and inputs other than quoted prices that are derived from observable market data. The Company evaluates transfers between levels at the end of each reporting period. There were no transfers between Level 1 and Level 2 during the periods presented. |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Securities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | ||
Cash Equivalents and Marketable Securities | 4. Cash Equivalents and Marketable Securities The following tables summarize the estimated fair value of the Company’s cash equivalents and marketable securities and the gross unrealized gains and losses (in thousands): September 30, 2023 Amortized Gross Gross Estimated Cash equivalents: Money market funds $ 55,451 $ — $ — $ 55,451 Commercial paper 16,911 3 — 16,914 Total cash equivalents $ 72,362 $ 3 $ — $ 72,365 Marketable securities: Commercial paper $ 90,272 $ — $ (93 ) $ 90,179 Corporate bonds 22,849 1 (22 ) 22,828 U.S. government securities — — — — Total marketable securities $ 113,121 $ 1 $ (115 ) $ 113,007 December 31, 2022 Amortized Gross Gross Estimated Cash equivalents: Money market funds $ 15,250 $ — $ — $ 15,250 Commercial paper 7,021 1 (2 ) 7,020 U.S. government securities 3,736 — (1 ) 3,735 Total cash equivalents $ 26,007 $ 1 $ (3 ) $ 26,005 Marketable securities: Commercial paper $ 16,644 $ 2 $ (25 ) $ 16,621 Corporate bonds 3,738 — (6 ) 3,732 U.S. government securities 495 — — 495 Total marketable securities $ 20,877 $ 2 $ (31 ) $ 20,848 The following table summarizes the available-for-sale September 30, 2023 Less Than 12 Months 12 Months or Total Fair Unrealized Fair Unrealized Fair Unrealized Commercial paper $ 78,820 $ (93 ) $ — $ — $ 78,820 $ (93 ) U.S. government securities — — — — — $ — Corporate bonds 18,373 (22 ) — — 18,373 (22 ) Total marketable securities $ 97,193 $ (115 ) $ — $ — $ 97,193 $ (115 ) December 31, 2022 Less Than 12 Months 12 Months or Total Fair Unrealized Fair Unrealized Fair Unrealized Commercial paper $ 17,699 $ (27 ) $ — $ — $ 17,699 $ (27 ) U.S. government securities 3,735 (1 ) — — 3,735 $ (1 ) Corporate bonds 3,732 (6 ) — — 3,732 (6 ) Total marketable securities $ 25,166 $ (34 ) $ — $ — $ 25,166 $ (34 ) The Company evaluated its securities for credit losses and considered the decline in market value to be primarily attributable to current economic and market conditions and not to a credit loss or other factors. Additionally, the Company does not intend to sell the securities in an unrealized loss position and does not expect it will be required to sell the securities before recovery of the unamortized cost basis. As of September 30, 2023 and December 31, 2022, an allowance for credit losses had not been recognized. Given the Company’s intent and ability to hold such securities until recovery, and the lack of significant change in credit risk of these investments, the Company does not consider these marketable securities to be impaired as of September 30, 2023 and December 31, 2022. The financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash deposits. Accounts at each of our three U.S. banking institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per depositor. At September 30, 2023 and December 31, 2022, the Company had $16.9 million and $23.5 million, respectively, of U.S. cash deposits in excess of the FDIC insured limit. Uninsured foreign cash deposits were immaterial for both periods. There were no realized gains or losses on marketable securities for the three and nine months ended September 30, 2023 and 2022. Interest on marketable securities is included in interest income. Accrued interest receivable on available-for-sale The following table summarizes the contractual maturities of the Company’s marketable securities at estimated fair value (in thousands): September 30, December 31, Due in one year or less $ 102,518 $ 20,848 Due thereafter 10,489 — Total marketable securities $ 113,007 $ 20,848 The Company may sell investments at any time for use in current operations even if they have not yet reached maturity. As a result, the Company classifies marketable securities, including securities with maturities beyond twelve months as current assets | 4. Cash Equivalents and Marketable Securities The following tables summarize the estimated fair value of the Company’s cash equivalents and marketable securities and the gross unrealized gains and losses (in thousands): December 31, 2022 Amortized Gross Gross Estimated Cash equivalents: Money market funds $ 15,250 $ — $ — $ 15,250 Commercial paper 7,021 1 (2 ) 7,020 U.S. government securities 3,736 — (1 ) 3,735 Total cash equivalents 26,007 1 (3 ) 26,005 December 31, 2022 Amortized Gross Gross Estimated Marketable securities: Commercial paper 16,644 2 (25 ) 16,621 Corporate bonds 3,738 — (6 ) 3,732 U.S. government securities 495 — — 495 Total marketable securities $ 20,877 $ 2 $ (31 ) $ 20,848 December 31, 2021 Amortized Gross Gross Estimated Cash equivalents: Money market funds $ 8,888 $ — $ — $ 8,888 Total cash equivalents 8,888 — — 8,888 Marketable securities: Commercial paper 65,443 3 (34 ) 65,412 Corporate bonds 12,581 — (7 ) 12,574 Total marketable securities $ 78,024 $ 3 $ (41 ) $ 77,986 The following table summarizes the available-for-sale December 31, 2022 Less Than 12 Months 12 Months or Longer Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Commercial paper $ 17,699 $ (27 ) $ — $ — $ 17,699 $ (27 ) U.S. government securities 3,735 (1 ) — — 3,735 (1 ) Corporate bonds 3,732 (6 ) — — 3,732 (6 ) Total marketable securities $ 25,166 $ (34 ) $ — $ — $ 25,166 $ (34 ) December 31, 2021 Less Than 12 Months 12 Months or Longer Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Commercial paper $ 47,425 $ (34 ) $ — $ — $ 47,425 $ (34 ) Corporate bonds 12,573 (7 ) — — 12,573 (7 ) Total marketable securities $ 59,998 $ (41 ) $ — $ — $ 59,998 $ (41 ) The Company evaluated its securities for credit losses and considered the decline in market value to be primarily attributable to current economic and market conditions and not to a credit loss or other factors. Additionally, the Company does not intend to sell the securities in an unrealized loss position and does not expect they will be required to sell the securities before recovery of the unamortized cost basis. As of December 31, 2022 and 2021, an allowance for credit losses had not been recognized. Given the Company’s intent and ability to hold such securities until recovery, and the lack of significant change in credit risk of these investments, the Company does not consider these marketable securities to be impaired as of December 31, 2022 and 2021. There were no realized gains or losses on marketable securities for the years ended December 31, 2022 and 2021. Interest on marketable securities is included in interest income. Accrued interest receivable on available-for-sale The following table summarizes the contractual maturities of the Company’s marketable securities at estimated fair value (in thousands): December 31, 2022 2021 Due in one year or less $ 20,848 $ 77,986 Due in 1 – 2 years — — Total marketable securities $ 20,848 $ 77,986 The Company may sell investments at any time for use in current operations even if they have not yet reached maturity. As a result, the Company |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment, net consist of the following (in thousands): December 31, 2022 2021 Laboratory equipment $ 2,257 $ 2,245 Furniture and office equipment 520 520 Computer equipment 73 54 Software 121 139 Leasehold improvements 4,393 4,393 Property and equipment, gross 7,364 7,351 Less: Accumulated depreciation and amortization (4,144 ) (2,802 ) Property and equipment, net $ 3,220 $ 4,549 Depreciation and amortization expense for the years ended December 31, 2022, 2021, and 2020 was $1.4 million, $1.4 million, and $1.0 million, respectively. All of the Company’s long-lived assets are located in the United States. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Accrued and Other Current Liabilities | 5. Accrued and Other Current Liabilities Accrued and other current liabilities consist of the following (in thousands): September 30, December 31, Accrued compensation $ 5,368 $ 4,589 Accrued contracted research and development costs 6,669 6,972 Accrued professional and consulting fees 3,484 946 Accrued other 340 330 Total accrued and other current liabilities $ 15,861 $ 12,837 | 6. Accrued and Other Current Liabilities Accrued and other current liabilities consist of the following (in thousands): December 31, 2022 2021 Accrued compensation $ 4,589 $ 4,988 Accrued contracted research and development costs 6,972 5,995 Accrued professional and consulting fees 946 2,264 Other 330 783 Total accrued and other current liabilities $ 12,837 $ 14,030 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 7. Leases The Company leases certain office space, laboratory facilities, and equipment. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional thre right-of-use In April 2019, the Company entered into a lease agreement (the “Las Cimas Lease”) for its corporate headquarters and laboratory space located in Austin, Texas. The Las Cimas Lease includes approximately 30,000 square feet and commenced on April 30, 2019, with an expiration on April 30, 2028. The Company posted a customary letter of credit in the amount of $1.5 million as security, which is subject to automatic reductions per the terms of the Las Cimas Lease. A tenant allowance of up to $1.0 million was provided by the lessor and fully reimbursed to the Company. The following table summarizes the Company’s recognition of its operating and finance leases (in thousands): December 31, Classification 2022 2021 Assets Operating Operating lease right-of-use $ 3,430 $ 3,806 Finan ce Other non-current 597 798 Total leased assets 4,027 4,604 Leases Current Operating Operating lease liabilities 625 436 Fin ance Accrued and other current liabilities 16 418 Non-current Operating Non-current 4,004 4,608 Finan Other non-current — 16 Total lease liabilities $ 4,645 $ 5,478 The following table summarizes the weighted-average remaining lease term and discount rates for the Company’s operating and finance leases: December 31, 2022 2021 Lease term (years) Operating leases 5.3 6.3 Finance leases 0.6 0.5 Discount rate Operating leases 10.6 % 10.7 % Finance leases 10.2 % 6.7 % The following table summarizes the lease costs pertaining to the Company’s operating leases (in thousands): Year Ended December 31, 2022 2021 2020 Operating lease cost $ 910 $ 991 $ 1,258 Variable lease cost 472 519 665 Total lease cost $ 1,382 $ 1,510 $ 1,923 Cash paid for amounts included in the measurement of operating lease liabilities during the years ended December 31, 2022 and 2021 was $0.9 million and $1.1 million, respectively, and was included within net cash used in operating activities in the cash flows. The maturities of the Company’s operating and finance lease liabilities as of December 31, 2022 were as follows (in thousands): Operating Leases Finance Leases 2023 $ 1,078 $ 16 2024 1,103 — 2025 1,129 — 2026 1,163 — 2027 1,198 — Thereafter 403 — Total lease payments 6,074 16 Less: Imputed interest (1,445 ) — Total $ 4,629 $ 16 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity The Company is authorized to issue 30,000,000 shares of capital stock of which 20,000,000 shares are designated as common stock and 10,000,000 shares are designated as preferred stock, all with a par value of $0.0001 per share. Each holder of common stock is entitled to one vote for each share of common stock held. The Company’s common stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions. Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of common stock are entitled to receive dividends out of funds legally available if the board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that the board of directors may determine. As of December 31, 2022 and 2021, no common stock dividends had been declared by the board of directors and there were no shares of preferred stock outstanding. Registered Direct Offering In May 2022, the Company issued and sold 430,107 shares of common stock at an offering price of $40.00 per share and pre-funded S-3. Follow-on In February 2019, the Company issued and sold 185,000 shares of common stock at a public offering price of $200.00 per share and pre-funded S-3. In April 2020, the Company issued and sold 617,692 shares of common stock at a public offering price of $118.75 per share and pre-funded S-3. Pre-Funded In February 2019, April 2020 and May 2022, the Company issued pre-funded paid-in As of December 31, 2022, the following pre-funded Issue Date Expiration Date Exercise Price Number of Warrants Outstanding February 2019 None $ 0.0025 150,000 April 2020 None $ 0.0025 474,413 May 2022 None $ 0.0025 531,250 Total pre-funded 1,155,663 At-The-Market In April 2020, the Company entered into a new sales agreement with JonesTrading Institutional Services LLC, as sales agent, to issue and sell shares of its common stock for an aggregate offering price of $60.0 million under an at-the-market |
Related Party Transactions
Related Party Transactions | 9 Months Ended | |
Jun. 22, 2023 | Sep. 30, 2023 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 4. Related Party Transactions Paragon and Parapyre Holding LLC each beneficially owns less than 5% of the Company’s capital stock through their respective holdings of Common Stock and Series A Preferred Stock of the Company. Fairmount Funds Management LLC (“Fairmount”) beneficially owns more than 5% of our capital stock, has two seats on the Company’s board of directors and beneficially owns more than 5% of Paragon, which is a joint venture between Fairmount and Fair Journey Biologics. Fairmount has appointed Paragon’s board of directors and has the contractual right to approve the appointment of any executive officers. Parapyre is an entity formed by Paragon as a vehicle to hold equity in Spyre in order to share profits with certain employees of Paragon. | 6. Related Party Transactions Paragon and Parapyre Holding LLC each beneficially owns less than 5% of the Company’s capital stock through their respective holdings of the Company’s common stock and Series A Preferred Stock. Fairmount Funds Management LLC (“Fairmount”) beneficially owns more than 5% of the Company’s capital stock, has two seats on the Board and beneficially owns more than 5% of Paragon, which is a joint venture between Fairmount and Fair Journey Biologics. Fairmount appointed Paragon’s board of directors and has the contractual right to approve the appointment of any executive officers. Parapyre is an entity formed by Paragon as a vehicle to hold equity in Spyre in order to share profits with certain employees of Paragon. In connection with the Asset Acquisition, the Company assumed the rights and obligations of Spyre under the Paragon Agreement. Under the Paragon Agreement, Spyre is obligated to compensate Paragon for its services performed under each research program based on the actual costs incurred with mark-up For the three and nine months ended September 30, 2023, the Company recognized expenses related to services provided by Paragon subsequent to the Asset Acquisition totaling $19.4 million and $20.8 million, respectively, which were recorded as Research and development expenses in the consolidated statements of operations. As of September 30, 2023, $16.8 million was unpaid and was included in Related party payable on the Company’s consolidated balance sheets. For the three and nine months ended September 30, 2023, the Company made payments totaling $20.0 million to Paragon. In July 2023, the Company exercised its option for the SPY001 program with the remaining three options for the SPY002, SPY003, SPY004 programs remaining outstanding. Following the execution of the license agreement with respect to the SPY001 program (the “SPY001 License Agreement”), the Company will be obligated to pay Paragon up to $ 22.0 million upon the achievement of specific The following is the summary of expenses related to the Paragon Agreement, which were ultimately settled in cash (in millions): Three Months Nine Months 2023 2022 2023 2022 Financial Statement Line Item Reimbursable costs under the Paragon Agreement $ 16.7 $ — $ 17.9 $ — Research and development Parapyre Option Obligation The Paragon Agreement provided for an annual equity grant of options to purchase 1% of the then outstanding shares of Spyre’s common stock, on a fully diluted basis, on the last business day of each calendar year, at the fair market value determined by the board of directors of Spyre (the “Parapyre Option Obligation”). In connection with the Asset Acquisition, the Company assumed the rights and obligations of Spyre under the Paragon Agreement, including the Parapyre Option Obligation. As a result, the Parapyre Option Obligation shall continue and Parapyre shall be entitled to receive the equivalent shares of the Company with the same terms. On September 29, 2023, the Company amended the Paragon Agreement to amend and restate certain terms of the option grant pertaining to the Parapyre Option Obligation, including but not limited to (i) defining that the annual equity grant of options is based on the outstanding shares of Aeglea’s common stock, (ii) establishing the grant date as the last business day of each applicable calendar year, and (iii) defining the term of the options granted as ten years. See Notes 3 and 10 for disclosures related to the Parapyre Option Obligation. For the three and nine months ended September 30, 2023, $2.7 million and $2.9 million, respectively, was recognized as stock compensation expense related to the Parapyre Option Obligation. The following is the summary of Related party accounts payable (in millions): September 30, December 31, Reimbursable costs under the Paragon Agreement $ 16.8 $ — Parapyre Option Obligation liability 3.0 — Total related party accounts payable $ 19.8 $ — |
Asset Acquisition
Asset Acquisition | 9 Months Ended | |
Jun. 22, 2023 | Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | ||
Asset Acquisition | 3. Parapyre Option Obligation On June 22, 2023, in connection with the Asset Acquisition, the Company assumed the Parapyre Option Obligation which provided for an annual equity grant of options for Parapyre to purchase 1% of the then outstanding shares of Spyre’s common stock, on a fully diluted basis, on the last business day of each calendar year during the term of the Paragon Agreement, at the fair market value determined by the board of directors of Spyre. As a result of the Asset Acquisition the Parapyre Option Obligation shall continue and Parapyre shall be entitled to receive the equivalent shares of the Company with the same terms. The Parapyre Option Obligation is considered a Level 2 liability based on observable market data for substantially the full term of the liabilities. The Parapyre Option Obligation is measured each period using a Black-Scholes model to estimate the fair value of the option grant. Changes in the fair value of the Parapyre Option Obligation are recorded as stock-based compensation within Research and development expenses for non-employees pre-clinical | 7. Asset Acquisition On June 22, 2023, the Company acquired Spyre pursuant to the Acquisition Agreement, by and among the Company, Aspen Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”), Sequoia Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Second Merger Sub”), and Spyre. Pursuant to the Acquisition Agreement, First Merger Sub merged with and into Spyre, pursuant to which Spyre was the surviving corporation and became a wholly owned subsidiary of the Company (the “First Merger”). Immediately following the First Merger, Spyre merged with and into Second Merger Sub, pursuant to which Second Merger Sub became the surviving entity. Spyre was a pre-clinical The Company completed the Asset Acquisition of Spyre, in accordance with the terms of the Acquisition Agreement. Under the terms of the Acquisition Agreement, the Company issued 517,809 shares of common stock and 364,887 shares of Series A Preferred Stock to former Spyre security holders. In addition, outstanding and unexercised stock options to purchase 2,734 shares of common stock were assumed from the Amended and Restated Spyre 2023 Equity Incentive Plan. At the acquisition date, the Company recorded forward contracts to represent the obligation to issue shares of the Company’s common stock and shares of Series A Preferred Stock, respectively. The forward contract related to the common stock was recorded as Additional paid-in The Company concluded that the arrangement meets the definition of an asset acquisition rather than a business combination, as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, Spyre’s option (the “Option”) to exclusively license IPR&D. The Company determined that the Option to license IPR&D was a single asset as the Company’s strategy relies on developing the entire portfolio of individual treatments to create combination treatments that simultaneously address different mechanisms of irritable bowel disease with a single treatment. The Company also determined that the pipeline candidates within the portfolio are similar in nature and risk profile. In addition, the Company did not obtain any substantive processes, assembled workforce, or employees capable of producing outputs in connection with the Asset Acquisition. The Company determined that the cost to acquire the asset was $113.2 million which was recorded as acquired IPR&D. The fair value of the consideration issued consisted of the 364,887 shares of Series A Preferred Stock (14,595,480 shares of common stock on an as-converted The Asset Acquisition Costs are shown on the following table (in millions): June 22, Consideration transferred in Series A Preferred Stock and common stock $ 110.0 Transaction costs incurred by Aeglea 3.2 Total cost to acquire asset $ 113.2 The allocation of the purchase price to net assets acquired is as a follows: June 22, Acquired in-process $ 130.2 Cash acquired 3.0 Assumed liabilities (20.0 ) Total cost to acquire asset $ 113.2 |
Paragon Agreement
Paragon Agreement | 9 Months Ended |
Sep. 30, 2023 | |
Collaborative Arrangement [Abstract] | |
Paragon Agreement | 8. Paragon Agreement In May 2023, Spyre entered into the Paragon Agreement with Paragon and Parapyre. In consideration for the Option granted under the Paragon Agreement, Spyre was obligated to pay Paragon an upfront cash amount of $3.0 million in research initiation fees. In addition, Spyre was obligated to compensate Paragon on a quarterly basis for its services performed under each research program based on the actual costs incurred with mark-up Furthermore, the Paragon Agreement provided for an annual equity grant of options to purchase 1% of the then outstanding shares of Spyre’s common stock, on a fully diluted basis, on the last business day of each calendar year, during the term of the Paragon Agreement, at the fair market value determined by the board of directors of Spyre. As a result of the Asset Acquisition, the Company assumed the rights and obligations of Spyre under the Paragon Agreement, including the Parapyre Option Obligation. Pursuant to the Paragon Agreement, on a research program-by-research For the three and nine months ended September 30, 2023, the Company made payments totaling $20.0 million to Paragon. On July 12, 2023, the Company exercised its Option available under the Paragon Agreement with respect to the SPY001 research program and expects to enter into a SPY001 license agreement (the “SPY001 License Agreement”). The Company’s Option available under the Paragon Agreement with respect to the SPY002, SPY003 and SPY004 programs remains unexercised. Following the execution of the SPY001 License Agreement, the Company will be obligated to pay Paragon up to $ 22.0 million upon the achievement of specific development and clinical milestones for the first product under the SPY001 License Agreement that achieves such specified milestones. Upon execution of the SPY001 License Agreement, the Company expects to pay Paragon a 1.5 million fee for nomination of a development candidate, and the Company expects to be obligated to make a further milestone payment of $ 2.5 million upon the first dosing of a human patient in a Phase 1 trial. Subject to the execution of the Option with respect to the SPY002, SPY003 or SPY004 research programs, the Company expects to be obligated to make similar payments upon and following the execution of license agreements with respect to the these research programs, respectively. |
Series A Non-Voting Convertible
Series A Non-Voting Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Series A Non-Voting Convertible Preferred Stock | 9. Series A Non-Voting On June 22, 2023, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock with the Secretary of State of the State of Delaware (the “Certificate of Designation”) in connection with the Asset Acquisition and the PIPE. Pursuant to the Certificate of Designation, holders of Series A Preferred Stock are entitled to receive dividends on shares of Series A Preferred Stock equal to, on an as-if-converted-to-common-stock Market Rules (the “Conversion Proposal”) or at any time while at least 30% of the originally issued Series A Preferred Stock remains issued and outstanding, consummate (x) any Fundamental Transaction (as defined in the Certificate of Designation) or (y) any merger or consolidation of the Company with or into another entity or any stock sale to, or other business combination in which our stockholders immediately before such transaction do not hold at least a majority of our capital stock immediately after such transaction or (d) enter into any agreement with respect to any of the foregoing. The Series A Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up The Company has agreed to hold a stockholders’ meeting to submit the following matters to its stockholders for their consideration: (i) the approval of the Conversion Proposal, and (ii) if deemed necessary or appropriate by the Company or as otherwise required by law or contract, the approval of an amendment to the Certificate of Incorporation to authorize sufficient shares of common stock for the conversion of the Series A Preferred Stock issued pursuant to the Acquisition Agreement. In connection with these matters, the Company filed with the SEC a definitive proxy statement and other relevant materials. The stockholder meeting has not occurred as of September 30, 2023. The Series A Preferred Stock is recorded outside of stockholders’ (deficit) equity because, if conversion to common stock is not approved by the stockholders, the Series A Preferred Stock will be redeemable at the option of the holders for cash equal to the closing price of the common stock per share of common stock underlying the Series A Preferred Stock, on the last trading day prior to the holder’s redemption request. As of September 30, 2023, the redemption value of the Company’s outstanding Series A Preferred Stock was $532.3 million based on the closing stock price of the Company’s common stock on September 30, 2023 of $12.25 per share. The Company has determined that the conversion and redemption features of the Series A Preferred Stock do not require bifurcation as derivatives. Following stockholder approval of the Conversion Proposal, each share of Series A Preferred Stock will automatically convert into 40 shares of common stock, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (established by the holder between 0% and 19.99%) of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion. On June 26, 2023, the Company completed a private placement of 721,452 shares of Series A Preferred Stock in exchange for gross proceeds of $210.0 million, or net proceeds of $197.3 million, after deducting placement agent and other offering costs. On July 7, 2023, the Company issued 364,887 shares of Series A Preferred Stock as part of its consideration transferred in connection with the Asset Acquisition that closed on June 22, 2023 which settled the related forward contract liability. For additional information, see Note 3. On October 27, 2023, the Company filed a definitive proxy statement with the SEC to solicit approval of the Conversion Proposal, among other matters, at a special meeting of stockholders to be held on November 21, 2023. |
Liabilities, Convertible Prefer
Liabilities, Convertible Preferred Stock and Stockholders' (Deficit) Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Liabilities, Convertible Preferred Stock and Stockholders' (Deficit) Equity | 10. Liabilities, Convertible Preferred Stock and Stockholders’ (Deficit) Equity Registered Direct Offering In May 2022, the Company issued and sold 430,107 shares of common stock at an offering price of $40.00 per share and pre-funded S-3. Pre-Funded In February 2019, April 2020 and May 2022, the Company issued pre-funded paid-in As of September 30, 2023, the following pre-funded Issue Date Expiration Date Exercise Price Number of Warrants February 8, 2019 None $ 0.0025 — April 30, 2020 None $ 0.0025 — May 20, 2022 None $ 0.0025 250,000 Total pre-funded 250,000 Stock-Based Compensation 2016 Equity Incentive Plan The 2016 Equity Incentive Plan (“2016 Plan”) provides for an automatic increase in the number of shares reserved for issuance thereunder on January 1 In July 2020, the Company granted 9,128 none No On June 22, 2023, concurrent with the closing of the Asset Acquisition, the Board approved an amendment of the 2016 Plan to eliminate the per-participant 2,720,033 no As of September 30, 2023, the 2016 Plan had 293,497 2018 Equity Inducement Plan During the nine months ended September 30, 2023, the Board approved an increase of 2,800,000 3,583,880 pro-rata The awards have an exercise price equal to the grant date closing price of the Company’s common stock, vest ratably over four years ten-year Spyre 2023 Equity Incentive Plan On June 22, 2023, in connection with the Asset Acquisition, the Company assumed the Amended and Restated Spyre 2023 Equity Incentive Plan (the “Spyre Equity Plan”) and its outstanding and unexercised stock options, which were converted to options to purchase 2,734 pro-rata Parapyre Option Obligation On June 22, 2023, in connection with the Asset Acquisition, the Company assumed the Parapyre Option Obligation which provided for an annual equity grant of options to purchase 1% of the then outstanding shares of Spyre’s common stock, on a fully diluted basis, on the last business day of each calendar year during the term of the Paragon Agreement, at the fair market value determined by the board of directors of Spyre. As a result of the Asset Acquisition the Parapyre Option Obligation shall continue and Parapyre shall be entitled to receive the equivalent shares of the Company with the same terms. As of September 30, 2023, the pro-rated The following table summarizes the Company’s stock awards granted under all plans for each of the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Grants Weighted Grants Weighted Grants Weighted Grants Weighted Stock options 1,044,667 $ 14.50 50,806 $ 16.75 3,867,366 $ 9.65 153,686 $ 52.50 2016 Employee Stock Purchase Plan Under the Company’s 2016 Employee Stock Purchase Plan (“2016 ESPP”), the Company issued and sold 2,496 shares for aggregate cash proceeds of less than $0.1 million during the nine months ended September 30, 2023. There were 6,073 shares issued and sold under the 2016 ESPP for aggregate cash proceeds of $0.2 million during the nine months ended September 30, 2022. Stock-based Compensation Expense Total stock-based compensation expense related to all plans was as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Research and development (1) $ 2,965 $ 639 $ 4,136 $ 2,031 General and administrative 1,820 926 4,269 3,653 Total stock-based compensation expense $ 4,785 $ 1,565 $ 8,405 $ 5,684 (1) For the three and nine months ended September 30, 2023, $2.7 million and $2.9 million, respectively, was recognized as stock compensation expense related to the Parapyre Option Obligation. There were no such expenses for the three and nine months ended September 30, 2022. The following table summarizes the weighted-average Black-Scholes option pricing model assumptions used to estimate the fair value of stock options granted under the Company’s 2016 Plan, and the shares purchasable under the 2016 ESPP during the periods presented: Three Months Ended Nine Months Ended 2023 2022 2023 2022 2016 Plan Expected term (in years) 6.08 6.02 6.04 5.96 Expected volatility 101 % 85 % 111 % 83 % Risk-free interest 4.28 % 3.16 % 4.07 % 2.43 % Dividend yield — — — — 2016 ESPP Expected term (in years) 0.50 0.50 0.49 0.49 Expected volatility 222 % 95 % 181 % 84 % Risk-free interest 5.29 3.26 4.99 % 1.95 % Dividend yield — — — — | 10. Stock-Based Compensation 2015 Equity Incentive Plan In March 2015, the Company adopted the 2015 Equity Incentive Plan (“2015 Plan”), administered by the board of directors, and provides for the Company to sell or issue common stock or restricted common stock, or to grant incentive stock options or nonqualified stock options for the purchase of common stock, to employees, members of the board of directors and consultants of the Company. Under the terms of the 2015 Plan, the exercise prices, vesting and other restrictions may be determined at the discretion of the board of directors, or their committee if so delegated, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the share of common stock on the date of grant, the term of stock options may not be greater than ten years for all grants, and for grantees holding more than 10% of the total combined voting power of all classes of stock, the term may not be greater than five years. The Company granted options under the 2015 Plan until April 2016 when it was terminated as to future awards, although it continues to govern the terms of options that remain outstanding under the 2015 Plan. As of December 31, 2022, a total of 3,785 shares of common stock are subject to options outstanding under the 2015 Plan and will become available under the 2016 Equity Incentive Plan (“2016 Plan”) to the extent the options are forfeited or lapse unexercised. 2016 Equity Incentive Plan The 2016 Plan became effective in April 2016 and serves as the successor to the 2015 Plan. Under the 2016 Plan, the Company may grant stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards, and stock bonuses. The 2016 Plan provides for an initial reserve of 44,000 shares of common stock, plus 20,394 shares of common stock remaining under the 2015 Plan, and any share awards that subsequently are forfeited or lapse unexercised under the 2015 Plan. The shares reserved exclude shares of common stock reserved for issuance under the 2015 Plan. In October 2018, the 2016 plan was amended to increase the number of shares of common stock reserved for issuance thereunder by 70,384 shares, extend the term of the 2016 Plan through August 7, 2028, and provide for an automatic increase in the number of shares reserved for issuance thereunder on January 1 of each year for the remaining term of the plan equal to (a) 4.0% of the number of issued and outstanding shares of common stock on December 31 of the immediately preceding year, or (b) a lesser amount as approved by the board each year. As a result of the operation of each of these provisions, on January 1, 2022, 2021, and 2020, an additional 78,968, 76,734, and 46,535 shares, respectively, became available for issuance under the 2016 Plan. As of December 31, 2022, the total number of shares reserved for issuance under the 2016 Plan was 432,725, of which 319,122 shares were subject to outstanding option awards and restricted unit awards. 2018 Equity Inducement Plan In February 2018, the board of directors approved and adopted the 2018 Equity Inducement Plan (“2018 Plan”), which became effective on the same date. The board of directors approved an initial reserve of 44,000 shares of common stock to be used exclusively for individuals who were not previously employees or directors, or following a bona fide period of non-employment, As of December 31, 2022, the total number of shares reserved for issuance under the 2018 Plan was 44,000, of which 12,440 shares were subject to outstanding option awards. Under the 2016 Plan and 2018 Plan, the Company may grant stock-based awards with service conditions (“service-based” awards), performance conditions (“performance-based” awards), and market conditions (“market-based” awards). Service-based awards granted under the 2018 Plan, 2016 Plan, and 2015 Plan generally vest over four years and expire after ten years, although awards have been granted with vesting terms less than four years. CEO Inducement Grant In November 2022, the Company granted 75,393 non-qualified The following table summarizes employee and non-employee Shares Issuable Under Options Weighted Average Exercise Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding as of December 31, 2021 264,303 $ 189.00 7.90 $ 328 Granted 235,199 45.00 Exercised — — Forfeited (94,421 ) 153.50 Outstanding as of December 31, 2022 405,081 $ 113.75 6.72 $ 2 Options vested and expected to vest as of December 31, 2022 397,772 $ 112.50 6.78 $ 2 Options exercisable as of December 31, 2022 163,450 $ 171.00 4.93 $ — The aggregate intrinsic value of options outstanding, exercisable, vested and expected to vest were calculated as the difference between the exercise price of the options and the fair value of the Company’s common stock as of the reporting date. For the years ended December 31, 2022, 2021, and 2020, the weighted-average grant date fair value of options granted was $45.00, $124.00, and $117.00, respectively. No options were exercised in the year ended December 31, 2022. The total intrinsic value of options exercised during the years ended December 31, 2021, and 2020 was $0.7 million and $0.4 million, respectively. There were no stock options issued to non-employees non-employee non-employee 2016 Employee Stock Purchase Plan The 2016 Employee Stock Purchase Plan (“2016 ESPP”) became effective in April 2016. A total of 6,600 shares of common stock were reserved for issuance under the 2016 ESPP. Eligible employees may purchase shares of common stock under the 2016 ESPP at 85% of the lower of the fair market value of the Company’s common stock as of the first or the last day of each offering period. Employees are limited to contributing 15% of the employee’s eligible compensation and may not purchase more than $25,000 of stock during any calendar year. The 2016 ESPP will terminate ten years from the first purchase date under the plan, unless terminated earlier by the board of directors. In June 2018, the 2016 ESPP was amended to provide for an automatic annual increase in the number of shares reserved for issuance thereunder on January 1 of each year for the remaining term of the year equal to (a) 1.0% of the number of issued and outstanding shares of common stock on December 31 of the immediately preceding year, or (b) a lesser amount as approved by the board of directors each year. As a result of the operation of this provision, on January 1, 2022, 2021 and 2020, an additional 19,742, 19,183, and 11,633 shares, respectively, became available for issuance under the 2016 ESPP. As of December 31, 2022, the reserve remaining and available for future issuance under the 2016 ESPP was 48,665 shares. In February 2023, the 2016 ESPP was amended to increase the maximum shares purchased during any one period from 80 shares to 400 shares or a lesser amount determined by the board of directors. Restricted Common Stock Units The Company granted 9,128 restricted stock units (“RSUs”) during the year ended December 31, 2020 to certain employees with regulatory, commercial, and clinical milestones in addition to a service condition. There were no RSUs granted for the years ended December 31, 2022 and 2021. As of December 31, 2022, the performance conditions of the granted RSUs were not probable of being achieved. If and when the performance milestones are deemed probable of being achieved within the required time frame, the Company may recognize up to $1.2 million of stock-based compensation for the remaining unvested RSUs as of December 31, 2022. The following table summarizes employee restricted stock activity for the year ended December 31, 2022: Shares Weighted Unvested restricted stock units as of December 31, 2021 7,600 $ 203.25 Granted — — Vested — — Forfeited (1,940 ) 203.25 Unvested restricted stock units as of December 31, 2022 5,660 $ 203.25 There were no RSUs granted to non-employees Stock-Based Compensation Expense Total stock-based compensation expense recognized from the Company’s equity incentive plans, 2018 Plan, and the 2016 ESPP for the years ended December 31, 2022, 2021, and 2020 was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Employees Non- Employees Employees Non- Employees Employees Non- Employees Research and development $ 2,591 $ — $ 2,723 $ — $ 2,168 $ 36 General and administrative 4,520 — 5,315 — 4,052 — Total stock-based compensation expense $ 7,111 $ — $ 8,038 $ — $ 6,220 $ 36 No related tax benefits were recognized for the years ended December 31, 2022, 2021, and 2020 (see Note 11). The employee and non-employee non-employee non-employee As of December 31, 2022, the Company had an aggregate of $11.6 million of unrecognized stock-based compensation expense for options outstanding, which is expected to be recognized over a weighted average period of 1.6 years. In determining the fair value of the stock-based awards, the Company uses the Black-Scholes option-pricing model and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine. Expected Term The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method (based on the midpoint between the vesting date and the end of the contractual term). The Company utilizes this method due to lack of historical exercise data and the plain-vanilla nature of the Company’s stock-based awards. Expected Volatility Since the Company was privately held through April 2016, it alone does not have the relevant company-specific historical data to support its expected volatility. As such, the Company has used an average of expected volatilities based on the volatilities of a representative group of publicly traded biopharmaceutical companies over a period equal to the expected term of the stock option grants. Subsequent to the Company’s initial public offering, it began to consider the Company’s own historic volatility. However, due to its limited history as a public company, the Company still uses peer company data to assist in this analysis. For purposes of identifying comparable companies, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company intends to consistently apply this process using the same or similar comparable entities until a sufficient amount of historical information regarding the volatility of the Company’s own share price becomes available. Risk-Free Interest Rate The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option. Expected Dividend The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero. Valuation of Stock Options and 2016 ESPP The fair value of the stock options granted under the 2018 Plan, 2016 Plan, 2015 Plan and the CEO inducement grant, as well as the shares available for purchase under the 2016 ESPP were determined using the Black-Scholes option-pricing model. The following table summarizes the weighted-average assumptions used in calculating the fair value of the awards: Year Ended December 31, 2022 2021 2020 Stock Options Granted Expected term (in years) 6.00 5.99 6.10 Expected volatility 84 % 83 % 76 % Risk-free interest 2.93 % 0.88 % 1.06 % Dividend yield 0 % 0 % 0 % 2016 ESPP Expected term (in years) 0.49 0.50 0.50 Expected volatility 84 % 86 % 76 % Risk-free interest 1.95 % 0.08 % 0.75 % Dividend yield 0 % 0 % 0 % |
Strategic License Agreements
Strategic License Agreements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
License And Collaboration Agreement [Abstract] | ||
Strategic License Agreement | 11. Strategic License Agreements On March 21, 2021, the Company entered into an exclusive license and supply agreement with Immedica (the “Immedica Agreement”). By entering into this agreement, the Company agreed to provide Immedica the following goods and services: i. Deliver an exclusive, sublicensable, license and know-how ii. Complete the global pivotal PEACE (Pegzilarginase Effect on Arginase 1 Deficiency Clinical Endpoints) Phase 3 trial (“PEACE Trial”) and related Biologics License Application (“BLA”) package to file with the FDA, which will be leveraged by Immedica in obtaining the necessary regulatory approvals in the Territory; and iii. Perform a Pediatric Investigation Plan trial (“PIP Trial”) in order for Immedica to be able to receive certain regulatory approvals within the Territory. In addition, the Company and Immedica formed a Joint Steering Committee (“JSC”) to provide oversight to the activities performed under the agreement; however, the substance of the Company’s participation in the JSC did not represent an additional promised service, but rather, a right of the Company to protect its own interests in the arrangement. Further, the Company agreed to supply to Immedica, and Immedica agreed to purchase from the Company, substantially all commercial requirements of the Product. The terms of the agreement did not provide for either (i) an option to Immedica to purchase the Product from the Company at a discount from the standalone selling price or (ii) minimum purchase quantities. Immedica was expected to bear (i) all costs and expenses for any development or commercialization of the Product in the Territory subject to the License exclusive of the Company’s promised goods and services summarized above and (ii) all costs and fees associated with applying for regulatory approval of the Product in the Territory. The Company received a non-refundable mid-20% The Company concluded that Immedica met the definition to be accounted for as a customer because the Company was delivering intellectual property and other services within the Company’s normal course of business, in which the parties are not jointly sharing the risks and rewards. Therefore, the Company concluded that the promises summarized above represent transactions with a customer within the scope of ASC 606. The Company determined that the following promises represent distinct promised services, and therefore, performance obligations: (i) the License, (ii) the PEACE Trial and BLA package, and (iii) the PIP Trial. Specifically, in making these determinations, the Company considered the following factors: • As of inception of the agreement, the Company had completed the Phase 1/2 clinical trial related to the Product and was conducting the PEACE Trial. Accordingly, the Company was not promising, nor expecting, to perform additional research and development activities pursuant to the agreement that would either significantly modify, customize or be considered highly interdependent or interrelated with pegzilarginase. • The License represented functional intellectual property given the functionality of the License was not expected to change substantially as a result of the company’s ongoing activities. • The services necessary to complete the PEACE Trial, BLA package and PIP Trial could have been performed by other parties. Given that Immedica was not obligated to purchase any minimum amount or quantities of Product, the supply of Product for commercial use to Immedica was determined to be an option for Immedica, rather than a performance obligation of the Company at contract inception and will be accounted for if and when exercised. The Company also determined that Immedica’s option to purchase the Product did not create a material right as the expected pricing is not at a discount. The Company determined that the upfront fixed payment amount of $21.5 million should be included in the transaction price. Additionally, the Company determined at inception of the arrangement that 50% of the probable estimated costs to be incurred in relation to the PIP Trial exceeded $1.8 million and included the full reimbursement amount of $1.8 million in the transaction price. Upon subsequent re-evaluation in July 2021, the Company determined that the probable estimated costs to perform the additional services related to the PEACE Trial and BLA package exceeded the maximum allowable reimbursement of $3.0 million. Therefore, the Company included an estimated total of $3.6 million that was due in relation to the PIP Trial, PEACE Trial, and BLA package in the transaction price and concluded that it is probable that a significant reversal will not occur in the future. In total, the modified transaction price was determined to be $25.1 million. The Company allocated $9.6 million and $3.5 million of the modified transaction price to the PEACE Trial and BLA package and PIP Trial performance obligations, respectively, based on the stand-alone selling prices (“SSP”), which were based on the estimated costs that a third-party would charge in performing such services on a stand-alone basis. The SSP for the License was established at inception of the arrangement using a residual value approach due to the uniqueness of and lack of observable data related to the License, and without a specific analog from which to make reliable estimates, resulting in an allocation of $12.0 million. The potential regulatory milestone payments that the Company was eligible to receive were excluded from the transaction price, as the milestone amounts were fully constrained based on the probability of achievement, since the milestones related to successful achievement of certain regulatory approvals, which might not have been achieved. The Company determined that the royalties and commercial milestone payments related predominantly to the license of intellectual property and therefore should be excluded from the transaction price under the sales- or usage-based royalty exception under ASC 606. The Company intends to reevaluate the transaction price, including all constrained amounts, at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, the Company intends to adjust its estimate of the transaction price as necessary. The Company recognized the royalties and commercial milestone payments as revenue when the associated sales occurred, and relevant sales-based thresholds were met. The Company also assessed the arrangement with Immedica and concluded that a significant financing component does not exist. The Company recognized revenue allocated to the License performance obligation at a point in time and upon transfer of the License. The Company completed the transfer of the know-how The Company recognized revenue of $0.9 million under the Immedica Agreement for the nine months ended September 30, 2023. There was no such revenue for the three months ended September 30, 2023. The total revenue generated in the nine months ended September 30, 2023 was attributable to the PEACE Phase 3 and PIP trials, drug supply, and royalties from an early access program in France. For the three and nine months ended September 30, 2022, the Company recognized revenue of $0.2 million and $2.2 million, respectively, related to the PEACE Trial and BLA package performance obligation. As of December 31, 2022, the Company recorded deferred revenue of $3.6 million associated with the Immedica Agreement, of which $2.4 million was classified as current. There was no such revenue associated with the Immedica Agreement as of September 30, 2023. On July 27, 2023, the Company announced that it had entered into an agreement to sell the global rights to pegzilarginase to Immedica and concurrently terminated the Immedica Agreement. Remaining deferred revenue was recognized as part of the gain on disposal of the assets. Contract Balances from Customer Contract The timing of revenue recognition, billings and cash collections results in contract assets and contract liabilities on the Company’s balance sheets. The Company recognizes license and development receivables based on billed services, which are derecognized upon reimbursement. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue after control of the goods or services is transferred to the customer and all revenue recognition criteria have been met. The following table presents changes in the Company’s contract liabilities for the periods presented (in thousands): Nine Months Ended September 30, 2023 December 31, Additions Deductions September 30, Contract liabilities: Deferred revenue $ 2,696 $ 575 $ (3,271 ) $ — The Company had no contract assets during the nine months ended September 30, 2023 and 2022. | 9. Strategic License Agreements Immedica Pharma AB License and Development Agreement On March 21, 2021, the Company entered into an exclusive license and supply agreement with Immedica Pharma AB (“Immedica”). By entering into this agreement, the Company agreed to provide Immedica the following goods and services: i. Deliver an exclusive, sublicensable, license and know-how ii. Complete the global pivotal PEACE (Pegzilarginase Effect on Arginase 1 Deficiency Clinical Endpoints) Phase 3 trial (“PEACE Trial”) and related Biologics License Application (“BLA”) package to file with the United States Food and Drug Administration (“FDA”), which will be leveraged by Immedica in obtaining the necessary regulatory approvals in the Territory; and iii. Perform a Pediatric Investigation Plan trial (“PIP Trial”) in order for Immedica to be able to receive certain regulatory approvals within the Territory. In addition, the Company and Immedica formed a Joint Steering Committee (“JSC”) to provide oversight to the activities performed under the agreement; however, the substance of the Company’s participation in the JSC does not represent an additional promised service, but rather, a right of the Company to protect its own interests in the arrangement. Further, the Company agreed to supply to Immedica, and Immedica agreed to purchase from the Company, substantially all commercial requirements of the Product. The terms of the agreement do not provide for either (i) an option to Immedica to purchase the Product from the Company at a discount from the standalone selling price or (ii) minimum purchase quantities. Finally, Immedica will bear (i) all costs and expenses for any development or commercialization of the Product in the Territory subject to the License exclusive of the Company’s promised goods and services summarized above and (ii) all costs and fees associated with applying for regulatory approval of the Product in the Territory. In July 2021, the Company modified the agreement with Immedica to provide certain additional services in relation to the PEACE Phase 3 Trial and BLA package performance obligation in exchange for the reimbursement of up to $3.0 million of the actual costs incurred in relation to such incremental services. The Company received a non-refundable mid-20 The Company concluded that Immedica meets the definition to be accounted for as a customer because the Company is delivering intellectual property and other services within the Company’s normal course of business, in which the parties are not jointly sharing the risks and rewards. Therefore, the Company concluded that the promises summarized above represent transactions with a customer within the scope of ASC 606. The Company determined that the following promises represent distinct promised services, and therefore, performance obligations: (i) the License, (ii) the PEACE Trial and BLA package, and (iii) the PIP Trial. Specifically, in making these determinations, the Company considered the following factors: • As of inception of the agreement, the Company had completed the Phase 1/2 clinical trial related to the Product and were conducting the ongoing PEACE Trial. Accordingly, the Company is not promising, nor expecting, to perform additional research and development activities pursuant to the agreement that would either significantly modify, customize or be considered highly interdependent or interrelated with pegzilarginase. • The License represents functional intellectual property given the functionality of the License is not expected to change substantially as a result of the company’s ongoing activities. • The services necessary to complete the PEACE Trial, BLA package and PIP Trial could be performed by other parties. Given that Immedica is not obligated to purchase any minimum amount or quantities of the Product, the supply of the Product for commercial use to Immedica was determined to be an option for Immedica, rather than a performance obligation of the Company at contract inception and will be accounted for if and when exercised. The Company also determined that Immedica’s option to purchase the Product does not create a material right as the expected pricing is not at a discount. The Company determined that the upfront fixed payment amount of $21.5 million must be included in the transaction price. Additionally, the Company determined at inception of the arrangement that 50% of the estimated costs to be incurred in relation to the PIP Trial exceeded $1.8 million and included the full reimbursement amount of $1.8 million in the transaction price. Upon subsequent re-evaluation The Company has allocated $9.6 million and $3.5 million of the modified transaction price to the PEACE Trial and BLA package and PIP Trial performance obligations, respectively, based on the stand-alone selling prices (“SSP”), which was based on the estimated costs that a third-party would charge in performing such services on a stand-alone basis. The SSP for the License was established at inception of the arrangement using a residual value approach due to the uniqueness of and lack of observable data related to the License, and without a specific analog from which to make reliable estimates, resulting in an allocation of $12.0 million. The potential regulatory milestone payments that the Company is eligible to receive were excluded from the transaction price, as the milestone amounts were fully constrained based on the probability of achievement, since the milestones relate to successful achievement of certain regulatory approvals, which might not be achieved. The Company determined that the royalties and commercial milestone payments relate predominantly to the license of intellectual property and are therefore excluded from the transaction price under the sales- or usage-based royalty exception of ASC 606. The Company will reevaluate the transaction price, including all constrained amounts, at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, the Company will adjust its estimate of the transaction price as necessary. The Company will recognize the royalties and commercial milestone payments as revenue when the associated sales occur, and relevant sales-based thresholds are met. The Company assessed the arrangement with Immedica and concluded that a significant financing component does not exist. The Company recognized revenue allocated to the License performance obligation at a point in time and upon transfer of the License. The Company completed the transfer of the know-how For the year ended December 31, 2022, the Company recognized revenue of $2.3 million related to the PEACE Trial and BLA package performance obligation using a cost to cost model. The Company recognized revenue of $6.7 million related to the PEACE Trial and BLA package performance obligation using a cost to cost model and $12.0 million related to the transfer of the License for the year ended December 31, 2021 and no revenue for the year ended December 31, 2020. As of December 31, 2022, the Company has recorded deferred revenue of $2.7 million associated with the license and supply agreement with Immedica, of which $0.5 million is classified as current. As of December 31, 2021, the Company had recorded deferred revenue of $3.6 million associated with the license and supply agreement with Immedica, of which $2.4 million was classified as current. Contract Balances from Customer Contract The timing of revenue recognition, billings and cash collections results in contract assets and contract liabilities on the balance sheets. The Company recognizes license and development receivables based on billed services, which are derecognized upon reimbursement. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue after control of the goods or services is transferred to the customer and all revenue recognition criteria have been met. The following table presents changes in the Company’s contract liabilities for the periods presented (in thousands): Year Ended December 31, 2021 December 31, 2021 Additions Deductions December 31, 2022 Contract liabilities: Deferred revenue $ 3,576 $ 1,449 $ (2,329 ) $ 2,696 The Company had no contract assets during the years ended December 31, 2022, 2021 and 2020 and no contract liabilities during the year ended December 31, 2020. University of Texas at Austin License Agreement In December 2013, two of the Company’s wholly owned subsidiaries AECase, Inc. and AEMase, Inc. each entered into an exclusive, worldwide license agreement, including the right to grant sublicenses, with the University of Texas at Austin (the “University”) for certain intellectual property owned by the University related to cystinase and methioninase. In January 2017, the Company and the University entered into an Amended and Restated Patent License Agreement (the “Restated License”), which consolidated Pursuant to the terms of the Restated License, the Company may be required to pay the University up to $6.4 million in milestone payments based on the achievement of certain development milestones, including clinical trials and regulatory approvals, the majority of which are due upon the achievement of later development milestones, including a $5.0 million payment due on regulatory approval of a product and a $0.5 million payment payable on final regulatory approval of a product for a second indication. In addition, the Company is required to pay the University a low single-digit royalty on worldwide-net non-royalty In the year ended December 31, 2022, the Company paid $0.1 million in milestone payments pursuant to the Restated License. For the years ended December 31, 2021 and 2020, the Company paid $0.1 million in license fees annually. |
Sale of Pegzilarginase to Immed
Sale of Pegzilarginase to Immedica | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Pegzilarginase to Immedica | 12. Sale of Pegzilarginase to Immedica On July 27, 2023, the Company announced that it had entered into an agreement to sell the global rights to pegzilarginase, an investigational treatment for the rare metabolic disease Arginase 1 Deficiency, to Immedica for $15.0 million in upfront cash proceeds and up to $100.0 million in contingent milestone payments. The sale of pegzilarginase to Immedica superseded and terminated the previous license agreement between the Company and Immedica. On July 27, 2023, the carrying value of the asset was zero as it was internally developed. Accordingly the Company recognized a $14.6 million gain within operating expenses, which is the full $15.0 million in upfront cash proceeds, net of transaction costs and the derecognition of pegzilarginase related nonfinancial assets and liabilities. The milestone payments are contingent on formal reimbursement decisions by national authorities in key European markets and pegzilarginase approval by the FDA, among other events. The upfront payment and contingent milestone payments if paid, net of expenses and adjustments, will be distributed to holders of Aeglea’s CVR pursuant to the CVR Agreement resulting from the Asset Acquisition. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | 11. Defined Contribution Plan The Company sponsors a 401(k) retirement plan in which substantially all of its full-time employees are eligible to participate. Participants may contribute a percentage of their annual compensation to this plan, subject to statutory limitations. During the years ended December 31, 2022, 2021, 2020, the Company provided $0.6 million, $0.6 million, and $0.5 million, respectively, in contributions to the plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The following table summarizes the (loss) income before income tax expense by jurisdiction for the periods indicated: Year Ended December 31, 2022 2021 2020 Domestic $ (84,113 ) $ (65,940 ) $ (80,893 ) Foreign 162 280 — Loss before income tax expense $ (83,951 ) $ (65,660 ) $ (80,893 ) For the year ended December 31, 2022, the Company recognized an income tax expense of $0.1 million, related to foreign subsidiaries refund from research client and foreign subsidiaries income tax expense. For the year ended December 31, 2021, the Company recognized an income tax expense of $0.1 million, related to foreign subsidiaries income tax expense and the Texas margins tax. For the year ended December 31, 2020, the Company recognized no provision or benefit from income taxes. The difference between the Company’s provision for income taxes and the amounts computed by applying the statutory federal income tax rate to income before income taxes is as follows (in thousands): Year Ended December 31, 2022 2021 2020 Tax provision derived by applying the federal statutory rate to income before income taxes $ (17,630 ) $ (13,789 ) $ (16,988 ) Permanent differences and other 1,042 1,002 482 Federal tax credits (3,559 ) (3,815 ) (3,905 ) State tax credits (640 ) (152 ) (251 ) Effect of tax rate on foreign jurisdiction 42 (5 ) — Change in the valuation allowance 20,609 16,900 20,662 Income tax (benefit) expense $ (136 ) $ 141 $ — The components of the deferred tax assets and liabilities consist of the following (in thousands): December 31, 2022 2021 Deferred tax assets Net operating loss carryforward $ 68,917 $ 64,531 Intangible assets 11,149 57 Deferred revenue 566 — Accrued expense 668 846 Stock-based compensation 3,293 2,767 Federal tax credits 21,914 18,579 State tax credits 1,631 991 Other 190 220 Total deferred tax assets 108,328 87,991 Deferred tax liabilities Depreciable assets (676 ) (948 ) Total deferred tax liabilities (676 ) (948 ) Less: Valuation allowance (107,652 ) (87,043 ) Deferred tax assets, net $ — $ — The Company has established a full federal and state valuation allowance equal to the net deferred tax assets due to uncertainties regarding the realization of the deferred tax asset based on the Company’s lack of earnings history. The valuation allowance increased by $20.6 million, $16.9 million, and $20.7 million during the years ended December 31, 2022, 2021, and 2020, respectively, primarily due to continuing loss from operations. As of December 31, 2022 and 2021, the Company had U.S. net operating loss carryforwards (“NOL”) of $328.2 million and $307.3 million, respectively. As of December 31, 2022 and 2021, the Company had U.S. tax credit carryforwards of $21.9 million and $18.6 million, respectively, and state tax credit carryforwards of $1.6 million and $1.0 million, respectively. Of the net operating loss and tax credit carryforwards, $58.4 million and $21.9 million, respectively, will expire in 2033, if not utilized. Any remaining net operating loss will carry forward indefinitely and can be utilized to offset up to 80% of the taxable income in any tax year. The net operating loss and credit carryforwards are subject to Internal Revenue Service adjustments until the statute closes on the year the net operating loss or tax credits are utilized. The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company’s formation due to the complexity and cost associated with such a study, and the fact that there may be additional such ownership changes in the future. If the Company has experienced an ownership change at any time since its formation, utilization of the NOL or research and development credit carryforwards would be subject to an annual limitation under Section 382 tax-exempt The Company is subject to examination by taxing authorities in its significant jurisdictions for the 2018 and subsequent years. However, due to NOL and tax attribute carryovers, the taxing authorities have the ability to adjust the NOLs and other tax attributes related to closed years. As of December 31, 2022 and 2021, there were no amounts recorded for uncertain tax positions. As of December 31, 2022, undistributed earnings of the Company’s newly incorporated foreign subsidiaries are immaterial. Under the Global Intangible Low-Taxed |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net Loss Per Share | 13. Net Loss Per Share The Company computes net loss attributable per common stockholder using the two-class The two-class Basic and diluted net loss per share is computed by dividing the net loss by the weighted-average number of common stock and pre-funded pre-funded The following weighted-average equity instruments were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Options to purchase common stock 3,135,672 351,533 1,426,224 335,395 Unvested restricted stock units — 6,000 252 7,315 Series A Preferred Stock (on an as-converted 42,501,681 — 14,851,447 — | 13. Net Loss Per Share Basic and diluted net loss per share is computed by dividing net loss by the weighted-average number of common stock and pre-funded pre-funded The following weighted-average equity instruments were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Year Ended December 31, 2022 2021 2020 Options to purchase common stock 346,331 264,858 201,977 Unvested restricted stock units 6,982 7,975 4,239 The following is a reconciliation of the shares used as the denominator for the calculation of basic and diluted net loss per share: Year Ended December 31, 2022 2021 2020 Weighted average common shares 2,307,668 1,956,933 1,608,952 Weighted average pre-funded 1,063,563 672,851 525,917 Total basic and diluted weighted average shares 3,371,231 2,629,784 2,134,869 |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | 14. Restructuring Charges Severance and Stock Compensation On April 12, 2023, based on the review of the inconclusive interim results from the Company’s Phase 1/2 clinical trial of pegtarviliase for the treatment of classical homocystinuria and other business considerations, the Company announced that it had initiated a process to explore strategic alternatives to maximize stockholder value and engaged an independent exclusive financial advisor to support this process. As a result, the Company implemented a restructuring plan resulting in an approximate 83% reduction of the Company’s existing headcount by June 30, 2023. The Company recognized restructuring expenses consisting of cash severance payments and other employee-related costs of nil and $6.4 million during the three and nine months ended September 30, 2023, respectively. Cash payments for employee related restructuring charges of $4.5 million were paid as of September 30, 2023. In addition, the Company recognized $1.0 million in non-cash The following table summarizes the changes in the Company’s accrued restructuring balance (in thousands): Beginning Balance Charges Payments Ending Balance Severance liability $ — $ 6,448 $ (4,527 ) $ 1,921 Sale of Assets During the second quarter of 2023, the Company sold various lab equipment, consumables, and furniture and fixtures for total consideration of $0.5 million. After recording the disposal of all property and equipment net of proceeds, the Company recorded a $0.7 million and $0.2 million loss on disposal of long lived assets which is included in Research and development and General and administrative expenses, respectively. Lease Right-of-use Effective June 30, 2023, the Company abandoned its leased office space in Austin, Texas. As a result, the Company recognized an impairment loss of $0.9 million related to the operating lease right-of-use All charges related to the restructuring activities were recognized during the second quarter of 2023. No further restructuring charges will be incurred under the restructuring plan. A summary of the charges related to the restructuring activities is as follows (in thousands): Severance Related Stock Compensation Loss on Disposal of Lease Asset Total Restructuring Costs Research and development $ 3,182 $ 123 $ 749 $ 1,405 $ 5,459 General and administrative 3,266 870 182 1,175 5,493 Total $ 6,448 $ 993 $ 931 $ 2,580 $ 10,952 |
Novation of Manufacturing Agree
Novation of Manufacturing Agreements | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Novation of Manufacturing Agreements | 15. Novation of Manufacturing Agreements Pursuant to a Novation Agreement dated September 19, 2023 (the “Novation Agreement”), by and between the Company, Paragon and WuXi Biologics (Hong Kong) Limited (“WuXi Biologics”), the Company novated (i) a Biologics Master Services Agreement (the “WuXi Biologics MSA”) and (ii) a Cell Line License Agreement (the “Cell Line License Agreement”). Biologics Master Services Agreement In April 2023, Paragon and WuXi Biologics entered into the WuXi Biologics MSA, which was subsequently novated to the Company by Paragon on September 19, 2023 pursuant to the Novation Agreement. The WuXi Biologics MSA governs certain development activities and GMP manufacturing and testing for the SPY001 program, as well as potential future programs, on a work order basis. Under the WuXi Biologics MSA, the Company is obligated to pay WuXi Biologics a service fee and all non-cancellable The WuXi Biologics MSA terminates on the later of (i) June 20, 2027 or (ii) the completion of services under all work orders executed by the parties prior to June 20, 2027, unless terminated earlier. The term of each work order terminates upon completion of the services under such work order, unless terminated earlier. The Company can terminate the WuXi Biologics MSA or any work order at any time upon 30 days’ prior written notice and immediately upon written notice if WuXi Biologics fails to obtain or maintain required material governmental licenses or approvals. Either party may terminate a work order (i) at any time upon six months’ prior notice with reasonable cause, provided however that if WuXi Biologics terminates a work order in such manner, no termination or cancellation fees shall be paid by the Company and (ii) immediately for cause upon (a) the other party’s material breach that remains uncured for 30 days after notice of such breach, (b) the other party’s bankruptcy or (c) a force majeure event that prevents performance for a period of at least 90 days. Cell Line License Agreement In April 2023, Paragon and WuXi Biologics entered into the Cell Line License Agreement, which was subsequently novated to the Company by Paragon pursuant to the Novation Agreement. Under the Cell Line License Agreement, the Company received a non-exclusive, know-how, In consideration for the license, the Company agreed to pay WuXi Biologics a non-refundable by a third-party manufacturer (the “Royalty”). If the Company manufactures part of its commercial supplies of the WuXi Biologics Licensed Products with WuXi Biologics or its affiliates, then the Royalty will be reduced accordingly on a pro rata basis. The Cell Line License Agreement will continue indefinitely unless terminated (i) by the Company upon six months’ prior written notice and our payment of all undisputed amounts |
Reverse Stock Split
Reverse Stock Split | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Reverse Stock Split | 14. Reverse Stock Split On September 8, 2023, the Company effected a reverse stock split of its common stock at a ratio of 1-for-25 |
Description of the Business and
Description of the Business and Summary of Significant Accounting Policies | Jun. 22, 2023 |
Description of the Business and Summary of Significant Accounting Policies [Abstract] | |
Description of the Business and Summary of Significant Accounting Policies | 1. Description of the Business and Summary of Significant Accounting Policies On June 22, 2023, Aeglea BioTherapeutics, Inc. (“Aeglea”, the “Company”, and “our”) acquired, in accordance with the terms of the Agreement and Plan of Merger (the “Acquisition Agreement”), the assets from Spyre Therapeutics, Inc (“Spyre”), a privately held biotechnology company advancing a pipeline of antibody therapeutics through a research and development option agreement (“Paragon Agreement”) with Paragon Therapeutics (“Paragon”). Spyre was incorporated on April 28, 2023, for the purpose of holding rights to certain intellectual property being developed by Paragon. On September 8, 2023, Aeglea effected a reverse stock split of its Common Stock at a ratio of 1-for-25 The transaction (the “Asset Acquisition”) was structured as a stock-for-stock non-voting The Company concluded that the arrangement meets the definition of an asset acquisition rather than a business combination, as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, Spyre’s option (the “Option”) to exclusively license certain in-process The Company determined that the cost to acquire the asset was $113.2 million, which was recorded as acquired IPR&D. The fair value of the consideration issued consisted of the 364,887 shares of Series A Preferred Stock (14,595,480 shares of common stock on an as-converted The Paragon Agreement provided for an annual equity grant of options to purchase 1% of the then outstanding shares of Spyre’s common stock, on a fully diluted basis, on the last business day of each calendar year during the term of the Option, at the fair market value determined by the board of directors of Spyre (the “Parapyre Option Obligation”). In connection with the Asset Acquisition, the Company assumed the rights and obligations of Spyre under the Paragon Agreement, including the Parapyre Option Obligation. As a result, the Parapyre Option Obligation shall continue and Parapyre shall be entitled to receive the equivalent shares of common stock of the Company on the same terms. For additional information, see Note 3. The Asset Acquisition costs are shown on the following table (in thousands): As of June 22, Consideration transferred in Series A Preferred Stock and common stock $ 109,979 Transaction costs incurred by Aeglea 3,197 Total cost to acquire asset $ 113,176 The Company’s allocation of the purchase price to net assets acquired is as follows (in thousands): As of June 22, Acquired in-process $ 130,188 Cash acquired 3,035 Accrued liabilities (20,047 ) Total cost to acquire asset $ 113,176 In accordance with ASC 730-10-25-2(c), In-process Basis of Presentation As a result of acquiring Spyre, and based on the criteria in Rule 3-05 S-X, S-X. 3-05 S-X The Company determined that it was the acquirer of Spyre under ASC 805 due to the relative voting rights in the combined entity, the composition of the governing body of the combined entity, and the composition of the senior management of the combined entity remaining relatively the same before and after the consummation of the transaction. The Company determined that the future conversion of the Series A Preferred Stock, if approved by the Company’s voting shareholders, was an independent event based on it being outside of the control of the Company and therefore substantive. The Company did not succeed to substantially all of Paragon’s business nor acquire from Paragon any separately identifiable line of business, the Company concluded that Paragon did not meet the definition of predecessor. The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs, which would meet the definition of a business. Significant judgment is required in the application of the screen test to determine whether an acquisition is a business combination or an acquisition of assets. The Company concluded that the arrangement meets the definition of an asset acquisition rather than a business combination, as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, Spyre’s option to exclusively license IPR&D. The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes pre-acquisition The Company has not generated any product revenues and has not achieved profitable operations. There is no assurance that profitable operations will ever be achieved, and, if achieved, could be sustained on a continuing basis. In addition, development activities, clinical and nonclinical testing, and commercialization of the Company’s product candidates will require significant additional financing before a commercial drug can be produced and marketed. The Company is subject to a number of risks similar to other life science companies, including, but not limited to, risks related to the successful discovery, development, and commercialization of product candidates, raising additional capital, development of competing drugs and therapies, protection of proprietary technology and market acceptance of the Company’s product candidates. As a result of these and other factors and the related uncertainties, there can be no assurance of the Company’s future success. In April 2023, the Board of Directors approved a restructuring of the Company’s workforce pursuant to which the Company’s workforce was reduced by approximately 83%, retaining approximately 10 employees. Additionally, the Company announced interim results from its ongoing Phase 1/2 clinical trial of pegtarviliase for the treatment of classical homocystinuria. Following a review of the interim results and other business considerations, the Company explored strategic alternatives with the goal of maximizing stockholder value, including possible business combinations and/or a divestiture of the Company’s clinical programs. On June 22, 2023, the Company acquired the net liabilities from Spyre. Additionally, on June 26, 2023, the Company completed a private placement of shares of Series A Preferred Stock and sold an aggregate of 721,452 shares of Series A Preferred Stock for an aggregate purchase price of approximately $210.0 million before deducting approximately $12.7 million placement agent and other offering expenses. In accordance with ASC 205-40, are entitled to require us to settle their shares of Series A Preferred Stock for cash at a price per share equal to the fair value of the Series A Preferred Stock, as described in our Certificate of Designation relating to the Series A Preferred Stock. The cash redemption is not in our control and raises substantial doubt about our ability to continue as a going concern. The accompanying financial statement assumes the Company will continue as a going concern through the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and certain financial statement disclosures. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets, liabilities, and equity and the amount of revenues and expenses. Actual results could differ significantly from those estimates. Key estimates that management considers in the preparation of the Company’s financial statements relate to accrued option costs payable to Paragon and the valuation of consideration transferred. The consideration transferred in acquiring IPR&D in connection with the acquisition of Spyre was comprised of the Company’s common stock and shares of Series A preferred stock. To determine the fair value of the equity transferred, the Company considered the per share value of its concurrent private financing transaction, which was an over-subscribed financing event involving a group of investors. Cash and Cash Equivalents As of June 22, 2023, Spyre held $3.0 million in cash and cash equivalents, which consisted of a single deposit account denominated in U.S. dollars. At June 22, 2023, U.S. cash deposits in excess of the Federal Deposit Insurance Corporation’s insured limit were $2.8 million. Accrued Liabilities Accrued liabilities primarily consist of research initiation fees, reimbursable expenses under the Paragon Agreement for historical costs incurred by Paragon, professional and consulting fees, and the fair of assumed Parapyre Option Obligation. |
Accrued Liabilities
Accrued Liabilities | Jun. 22, 2023 |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 2. Accrued liabilities In connection with the Asset Acquisition, the Company assumed the rights and obligations of Spyre under the Paragon Agreement. Under the Paragon Agreement, Spyre is obligated to compensate Paragon on a quarterly basis for its services performed under each research program based on the actual costs incurred with mark-up Accrued liabilities consist of the following (in thousands): As of June 22, Accrued option cost payable to Paragon $ 18,987 Accrued professional and consulting fees 917 Fair value of assumed Parapyre Option Obligation (Note 3) 143 Accrued liabilities $ 20,047 |
Parapyre Option Obligation
Parapyre Option Obligation | 9 Months Ended | |
Jun. 22, 2023 | Sep. 30, 2023 | |
Asset Acquisition [Abstract] | ||
Parapyre Option Obligation | 3. Parapyre Option Obligation On June 22, 2023, in connection with the Asset Acquisition, the Company assumed the Parapyre Option Obligation which provided for an annual equity grant of options for Parapyre to purchase 1% of the then outstanding shares of Spyre’s common stock, on a fully diluted basis, on the last business day of each calendar year during the term of the Paragon Agreement, at the fair market value determined by the board of directors of Spyre. As a result of the Asset Acquisition the Parapyre Option Obligation shall continue and Parapyre shall be entitled to receive the equivalent shares of the Company with the same terms. The Parapyre Option Obligation is considered a Level 2 liability based on observable market data for substantially the full term of the liabilities. The Parapyre Option Obligation is measured each period using a Black-Scholes model to estimate the fair value of the option grant. Changes in the fair value of the Parapyre Option Obligation are recorded as stock-based compensation within Research and development expenses for non-employees pre-clinical | 7. Asset Acquisition On June 22, 2023, the Company acquired Spyre pursuant to the Acquisition Agreement, by and among the Company, Aspen Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”), Sequoia Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Second Merger Sub”), and Spyre. Pursuant to the Acquisition Agreement, First Merger Sub merged with and into Spyre, pursuant to which Spyre was the surviving corporation and became a wholly owned subsidiary of the Company (the “First Merger”). Immediately following the First Merger, Spyre merged with and into Second Merger Sub, pursuant to which Second Merger Sub became the surviving entity. Spyre was a pre-clinical The Company completed the Asset Acquisition of Spyre, in accordance with the terms of the Acquisition Agreement. Under the terms of the Acquisition Agreement, the Company issued 517,809 shares of common stock and 364,887 shares of Series A Preferred Stock to former Spyre security holders. In addition, outstanding and unexercised stock options to purchase 2,734 shares of common stock were assumed from the Amended and Restated Spyre 2023 Equity Incentive Plan. At the acquisition date, the Company recorded forward contracts to represent the obligation to issue shares of the Company’s common stock and shares of Series A Preferred Stock, respectively. The forward contract related to the common stock was recorded as Additional paid-in The Company concluded that the arrangement meets the definition of an asset acquisition rather than a business combination, as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, Spyre’s option (the “Option”) to exclusively license IPR&D. The Company determined that the Option to license IPR&D was a single asset as the Company’s strategy relies on developing the entire portfolio of individual treatments to create combination treatments that simultaneously address different mechanisms of irritable bowel disease with a single treatment. The Company also determined that the pipeline candidates within the portfolio are similar in nature and risk profile. In addition, the Company did not obtain any substantive processes, assembled workforce, or employees capable of producing outputs in connection with the Asset Acquisition. The Company determined that the cost to acquire the asset was $113.2 million which was recorded as acquired IPR&D. The fair value of the consideration issued consisted of the 364,887 shares of Series A Preferred Stock (14,595,480 shares of common stock on an as-converted The Asset Acquisition Costs are shown on the following table (in millions): June 22, Consideration transferred in Series A Preferred Stock and common stock $ 110.0 Transaction costs incurred by Aeglea 3.2 Total cost to acquire asset $ 113.2 The allocation of the purchase price to net assets acquired is as a follows: June 22, Acquired in-process $ 130.2 Cash acquired 3.0 Assumed liabilities (20.0 ) Total cost to acquire asset $ 113.2 |
Subsequent Events
Subsequent Events | Jun. 22, 2023 |
Subsequent Events [Abstract] | |
Subsequent Events | 5. Subsequent Events The Company’s management has evaluated subsequent events up to October 6, 2023, the date the Statement of Assets Acquired and Liabilities Assumed from Spyre, Inc. was available to be issued. There have been no subsequent events that require recognition or disclosure in this financial statement except for the following described below. On July 7, 2023, the Company issued 517,809 shares of common stock and 364,887 shares of Series A Preferred Stock as part of its consideration transferred in connection with the Asset Acquisition. On August 8, 2023, the Company filed a preliminary proxy statement with the SEC to solicit approval of the conversion of the Series A Preferred Stock into shares of Common Stock in connection with the Asset acquisition, among other matters, at a special meeting of stockholders. On September 8, 2023, the Company’s Board of Directors approved a reverse stock split of the Company’s common stock, par value $0.0001 per share, at a ratio of 1-for-25 On September 29, 2023, the Company amended the Paragon Agreement to amend and restate certain terms of the option grant pertaining to the Parapyre Option Obligation, including but not limited to (i) defining that the annual equity grant of options is based on the outstanding shares of Aeglea’s common stock, (ii) establishing the grant date as the last business day of each applicable calendar year, and (iii) defining the term of the options granted is ten years. The liability related to the Parapyre Option Obligation will be recorded pursuant to the amended Paragon Agreement on a go forward basis. The Company determined that these amendments would not have materially impacted the liability as of June 22, 2023. |
Description of the Business a_2
Description of the Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended | |
Jun. 22, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Convertible Preferred Stock Issued through PIPE | Convertible Preferred Stock Issued through PIPE The Company records shares of convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The Company has applied the guidance in ASC 480-10-S99-3A | ||
Acquisitions | Acquisitions The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs, which would meet the definition of a business. Significant judgment is required in the application of the test to determine whether an acquisition is a business combination or an acquisition of assets. Acquisitions meeting the definition of business combinations are accounted for using the acquisition method of accounting, which requires that the purchase price be allocated to the net assets acquired at their respective fair values. In a business combination, any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes pre-acquisition in-process | ||
Contingent Value Rights | Contingent Value Rights The Company evaluates its contracts to determine if those contracts qualify as derivatives under ASC 815, Derivatives and Hedging (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued non-current net-cash The Company applies a scenario-based method and weighs them based on the possible achievement of certain milestones. The milestone payments are contingent on formal reimbursement decisions by national authorities in key European markets and pegzilarginase approval by the U.S. Food and Drug Administration (“FDA”), among other events. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820, Fair Value Measurement. The key assumptions used include the discount rate, probability of regulatory success, and reimbursement rates from certain government agencies. The estimated value of the CVR consideration is based upon available information and certain assumptions which the Company’s management believes are reasonable under the circumstances. The ultimate payout under the CVRs may differ materially from the assumptions used in determining the fair value of the CVR consideration. | ||
Basis of Presentation | Basis of Presentation As a result of acquiring Spyre, and based on the criteria in Rule 3-05 S-X, S-X. 3-05 S-X The Company determined that it was the acquirer of Spyre under ASC 805 due to the relative voting rights in the combined entity, the composition of the governing body of the combined entity, and the composition of the senior management of the combined entity remaining relatively the same before and after the consummation of the transaction. The Company determined that the future conversion of the Series A Preferred Stock, if approved by the Company’s voting shareholders, was an independent event based on it being outside of the control of the Company and therefore substantive. The Company did not succeed to substantially all of Paragon’s business nor acquire from Paragon any separately identifiable line of business, the Company concluded that Paragon did not meet the definition of predecessor. The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs, which would meet the definition of a business. Significant judgment is required in the application of the screen test to determine whether an acquisition is a business combination or an acquisition of assets. The Company concluded that the arrangement meets the definition of an asset acquisition rather than a business combination, as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, Spyre’s option to exclusively license IPR&D. The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes pre-acquisition The Company has not generated any product revenues and has not achieved profitable operations. There is no assurance that profitable operations will ever be achieved, and, if achieved, could be sustained on a continuing basis. In addition, development activities, clinical and nonclinical testing, and commercialization of the Company’s product candidates will require significant additional financing before a commercial drug can be produced and marketed. The Company is subject to a number of risks similar to other life science companies, including, but not limited to, risks related to the successful discovery, development, and commercialization of product candidates, raising additional capital, development of competing drugs and therapies, protection of proprietary technology and market acceptance of the Company’s product candidates. As a result of these and other factors and the related uncertainties, there can be no assurance of the Company’s future success. In April 2023, the Board of Directors approved a restructuring of the Company’s workforce pursuant to which the Company’s workforce was reduced by approximately 83%, retaining approximately 10 employees. Additionally, the Company announced interim results from its ongoing Phase 1/2 clinical trial of pegtarviliase for the treatment of classical homocystinuria. Following a review of the interim results and other business considerations, the Company explored strategic alternatives with the goal of maximizing stockholder value, including possible business combinations and/or a divestiture of the Company’s clinical programs. On June 22, 2023, the Company acquired the net liabilities from Spyre. Additionally, on June 26, 2023, the Company completed a private placement of shares of Series A Preferred Stock and sold an aggregate of 721,452 shares of Series A Preferred Stock for an aggregate purchase price of approximately $210.0 million before deducting approximately $12.7 million placement agent and other offering expenses. In accordance with ASC 205-40, are entitled to require us to settle their shares of Series A Preferred Stock for cash at a price per share equal to the fair value of the Series A Preferred Stock, as described in our Certificate of Designation relating to the Series A Preferred Stock. The cash redemption is not in our control and raises substantial doubt about our ability to continue as a going concern. The accompanying financial statement assumes the Company will continue as a going concern through the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and certain financial statement disclosures. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets, liabilities, and equity and the amount of revenues and expenses. Actual results could differ significantly from those estimates. Key estimates that management considers in the preparation of the Company’s financial statements relate to accrued option costs payable to Paragon and the valuation of consideration transferred. The consideration transferred in acquiring IPR&D in connection with the acquisition of Spyre was comprised of the Company’s common stock and shares of Series A preferred stock. To determine the fair value of the equity transferred, the Company considered the per share value of its concurrent private financing transaction, which was an over-subscribed financing event involving a group of investors. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets, liabilities, and equity and the amount of revenues and expenses. Actual results could differ significantly from those estimates. The most significant estimates and assumptions that management considers in the preparation of the Company’s financial statements relate to the valuation of consideration transferred in acquiring IPR&D; the discount rate, probabilities of success, and timing of estimated cash flows in the valuation of the CVR liability; inputs used in the Black-Scholes model for stock-based compensation expense; estimated future cash flows used in calculating the impairment of right-of-use | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets, liabilities, and equity and the amount of revenues and expenses. Estimates are used in accounting for, among other items, accrued research and development costs and revenue recognition. Actual results could differ materially from those estimates. |
Recently Adopted Accounting Pronouncement | Recently Adopted Accounting Pronouncement The Company early adopted the Financial Accounting Standards Board’s Accounting Standards Update 2020-06, 2020-06”), 2020-06 470-20 earnings-per-share 2020-06 if-converted which is more dilutive than the treasury stock method, be used for all convertible instruments. The Company applied ASU 2020-06 Preferred | ||
Cash and Cash Equivalents | Cash and Cash Equivalents As of June 22, 2023, Spyre held $3.0 million in cash and cash equivalents, which consisted of a single deposit account denominated in U.S. dollars. At June 22, 2023, U.S. cash deposits in excess of the Federal Deposit Insurance Corporation’s insured limit were $2.8 million. | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents consist of money market funds and debt securities and are stated at fair value. | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities primarily consist of research initiation fees, reimbursable expenses under the Paragon Agreement for historical costs incurred by Paragon, professional and consulting fees, and the fair of assumed Parapyre Option Obligation. | ||
Marketable Securities | Marketable Securities All investments have been classified as available-for-sale available-for-sale available-for-sale For available-for-sale available-for-sale available-for-sale Any unrealized losses from declines in fair value below the amortized cost basis as a result of non-credit available-for-sale | ||
Restricted Cash | Restricted Cash Restricted cash consists of money market accounts held by financial institutions as collateral for the Company’s obligations under a credit agreement and a facility lease for the Company’s corporate headquarters in Austin, Texas. | ||
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, marketable securities, and restricted cash. The Company’s investment policy limits investments to high credit quality securities issued by the U.S. government, U.S. government-sponsored agencies, highly rated banks, and corporate issuers, subject to certain concentration limits and restrictions on maturities. The Company’s cash, cash equivalents, marketable securities, and restricted cash are held by financial institutions that management believes are of high credit quality. Amounts on deposit may at times exceed federally insured limits. The Company has not experienced any losses on its deposits of cash, cash equivalents, and restricted cash and its accounts are monitored by management to mitigate risk. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash, cash equivalents, and restricted cash, and bond issuers. | ||
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance that do not extend the life or improve an asset are expensed as incurred. Upon retirement or sale, the cost of disposed assets and their related accumulated depreciation and amortization are removed from the balance sheet. Any gain or loss is credited or charged to operations. The useful lives of the property and equipment are as follows: Laboratory equipment 5 years Furniture and office equipment 5 years Computer equipment 3 years Software 3 years Leasehold improvements Shorter of remaining lease term or estimated useful life | ||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for indications of possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amounts to the future undiscounted cash flows attributable to these assets. An impairment loss is recognized to the extent an asset group is not recoverable, and the carrying amount exceeds the fair value. There were no impairments of long-lived assets for the years ended December 31, 2022, 2021, and 2020. | ||
Accrued Research And Development Costs | Accrued Research and Development Costs The Company records the costs associated with research nonclinical studies, clinical trials, and manufacturing development as incurred. These costs are a significant component of the Company’s research and development expenses, with a substantial portion of the Company’s on-going The Company accrues for expenses resulting from obligations under agreements with contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), and other outside service providers for which payment flows do not match the periods over which materials or services are provided to the Company. Accruals are recorded based on estimates of services received and efforts expended pursuant to agreements established with CROs, CMOs, and other outside service providers. These estimates are typically based on contracted amounts applied to the proportion of work performed and determined through analysis with internal personnel and external service providers as to the progress or stage of completion of the services. The Company makes significant judgments and estimates in determining the accrual balance in each reporting period. In the event advance payments are made to a CRO, CMO, or outside service provider, the payments will be recorded as a prepaid asset which will be amortized as the contracted services are performed. As actual costs become known, the Company adjusts its accruals. Inputs, such as the services performed, the number of patients enrolled, or the study duration, may vary from the Company’s estimates, resulting in adjustments to research and development expense in future periods. Changes in these estimates that result in material changes to the Company’s accruals could materially affect the Company’s results of operations. Historically, the Company has not experienced | ||
Leases | Leases The Company determines if an arrangement is a lease at inception. Right-of-use The Company has lease agreements with lease and non-lease non-lease non-lease | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company uses fair value measurements to record fair value adjustments to certain financial and non-financial The accounting standard for fair value establishes a fair value hierarchy based on three levels of inputs, the first two of which are considered observable and the last unobservable, that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are as follows: Level 1: Observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Valuations based on unobservable inputs to the valuation methodology and including data about assumptions that market participants would use in pricing the asset or liability based on the best information available under the circumstances. Financial instruments carried at fair value include cash, cash equivalents, marketable securities, and restricted cash. The carrying amounts of accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. | ||
Revenue Recognition | Revenue Recognition Under ASC Topic 606, “Revenue from Contracts with Customers” (“Topic 606”), an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company assesses its license arrangements within the scope of Topic 606 in accordance with this framework as follows: License revenue The Company assesses whether the goods or services promised within each contract are distinct to identify those that are performance obligations. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. In assessing whether a promised good or service is distinct, and therefore a performance obligation, the Company considers factors such as the research, stage of development of the licensed product, manufacturing and commercialization capabilities of the customer and the availability of the associated expertise in the general marketplace. The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If a promised good or service is not distinct, the Company is required to combine that good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations. The transaction price is determined and allocated to the identified performance obligations in proportion to their stand-alone selling prices (“SSP”) on a relative SSP basis. SSP is based on observable prices of the performance obligations or, when such prices are not observable, are estimated. The estimation of SSP may include factors such as forecasted revenues or costs, development timelines, discount rates, probabilities of technical and regulatory success, and considerations such as market conditions and entity-specific factors. In certain circumstances, the Company may apply the residual method to determine the SSP of a good or service if the SSP is considered highly variable or uncertain. The Company validates the SSP for performance obligations by evaluating whether changes in the key assumptions used to determine the SSP will have a significant effect on the allocation of arrangement consideration between multiple performance obligations. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the amount of estimated variable consideration in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates catch-up If an arrangement includes development, regulatory or commercial milestone payments, the Company evaluates whether the milestones are considered likely of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant cumulative revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are generally not considered likely of being achieved until those approvals are received. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensee and the transfer of the promised goods or services to the licensees will be one year or less. For arrangements with licenses of intellectual property that include sales-based royalties, including milestone payments based on the level of sales, and if the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time, recognition is based on the use of an output or input method. The Company’s contracts may be modified for changes in the customer’s requirements. If contract modifications are for additional goods and services that are distinct from the existing contract, the modification will be accounted for as either a separate contract or a termination of the existing contract, depending on whether the additional goods or services reflects the SSP. If the additional goods or services in a contract modification are not distinct from the existing contract, they are accounted for as if they were part of the original contract. The effect of the contract modification on the transaction price and the measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue on a cumulative catch-up catch-up Collaborative arrangements The Company analyzes its license arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and therefore within the scope of ASC Topic 808, Collaborative Arrangements (“Topic 808”). This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. For arrangements within the scope of Topic 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of Topic 808 and which elements of the collaboration are more reflective of a vendor-customer relationship and therefore within the scope of Topic 606. For elements of collaboration arrangements that are accounted for pursuant to Topic 808, an appropriate recognition method is determined and applied consistently, either by analogy to authoritative accounting literature or by applying a reasonable and rational policy election. For those elements of the arrangement that are accounted for pursuant to Topic 606, the Company applies the five-step model described above | ||
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include, but are not limited to, salaries, benefits, travel, stock-based compensation, consulting costs, contract research service costs, laboratory supplies and facilities, contract manufacturing costs, and costs paid to other third parties that conduct research and development activities on the Company’s behalf. Amounts incurred in connection with license agreements are also included in research and development expense. Advance payments for goods or services to be rendered in the future for use in research and development activities are recorded as a prepaid asset and expensed as the related goods are delivered or the services are performed. | ||
Stock-Based Compensation | Stock-Based Compensation The Company recognizes the cost of stock-based awards granted to employees and non-employees non-employee | ||
Income Taxes | Income Taxes The Company and its ten wholly owned subsidiary corporations use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statements and the tax bases of assets and liabilities. Additionally, any changes in income tax laws are immediately recognized in the year of enactment. A valuation allowance is established against the deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized. The deferred tax assets and liabilities are classified as noncurrent along with the related valuation allowance. Due to a lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance. The Company recognizes benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on the technical merits, as the largest amount of benefits that is more likely than not to be realized upon the ultimate settlement. The Company’s policy is to recognize interest and penalties related to the unrecognized tax benefits as a component of income tax expense, if applicable. As of December 31, 2022 and 2021, the Company had no unrecognized tax benefits and there were no interest or penalties incurred by the Company in the years ended December 31, 2022, 2021, or 2020. | ||
Comprehensive Loss | Comprehensive Loss Comprehensive loss is the change in stockholders’ equity from transactions and other events and circumstances other than those resulting from investments by stockholders and distributions to stockholders. The Company’s other comprehensive income (loss) is currently comprised of changes in unrealized losses and gains on available-for-sale |
Description of the Business a_3
Description of the Business and Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |
Jun. 22, 2023 | Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | ||
Summary of Asset Acquisition Cost | The Asset Acquisition costs are shown on the following table (in thousands): As of June 22, Consideration transferred in Series A Preferred Stock and common stock $ 109,979 Transaction costs incurred by Aeglea 3,197 Total cost to acquire asset $ 113,176 The Company’s allocation of the purchase price to net assets acquired is as follows (in thousands): As of June 22, Acquired in-process $ 130,188 Cash acquired 3,035 Accrued liabilities (20,047 ) Total cost to acquire asset $ 113,176 | The Asset Acquisition Costs are shown on the following table (in millions): June 22, Consideration transferred in Series A Preferred Stock and common stock $ 110.0 Transaction costs incurred by Aeglea 3.2 Total cost to acquire asset $ 113.2 The allocation of the purchase price to net assets acquired is as a follows: June 22, Acquired in-process $ 130.2 Cash acquired 3.0 Assumed liabilities (20.0 ) Total cost to acquire asset $ 113.2 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule Of Estimated Useful Lives Of Property Plant And Equipment | The useful lives of the property and equipment are as follows: Laboratory equipment 5 years Furniture and office equipment 5 years Computer equipment 3 years Software 3 years Leasehold improvements Shorter of remaining lease term or estimated useful life |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended | 12 Months Ended | |
Jun. 22, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |||
Accrued and Other Current Liabilities | Accrued liabilities consist of the following (in thousands): As of June 22, Accrued option cost payable to Paragon $ 18,987 Accrued professional and consulting fees 917 Fair value of assumed Parapyre Option Obligation (Note 3) 143 Accrued liabilities $ 20,047 | Accrued and other current liabilities consist of the following (in thousands): September 30, December 31, Accrued compensation $ 5,368 $ 4,589 Accrued contracted research and development costs 6,669 6,972 Accrued professional and consulting fees 3,484 946 Accrued other 340 330 Total accrued and other current liabilities $ 15,861 $ 12,837 | Accrued and other current liabilities consist of the following (in thousands): December 31, 2022 2021 Accrued compensation $ 4,589 $ 4,988 Accrued contracted research and development costs 6,972 5,995 Accrued professional and consulting fees 946 2,264 Other 330 783 Total accrued and other current liabilities $ 12,837 $ 14,030 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables set forth the fair value of the Company’s financial assets and liabilities at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 55,451 $ — $ — $ 55,451 Commercial paper — 107,093 — 107,093 Corporate bonds — 22,828 — 22,828 Total financial assets $ 55,451 $ 129,921 $ — $ 185,372 Liabilities: Parapyre Option Obligation $ — $ 2,952 $ — $ 2,952 CVR liability — — 28,200 28,200 Total liabilities $ — $ 2,952 $ 28,200 $ 31,152 December 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 15,250 $ — $ — $ 15,250 Commercial paper — 23,641 — 23,641 U.S. government securities — 4,230 — 4,230 Corporate bonds — 3,732 — 3,732 Total financial assets $ 15,250 $ 31,603 $ — $ 46,853 | The following tables sets forth the fair value of the Company’s financial assets and liabilities at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets Money market funds $ 15,250 $ — $ — $ 15,250 Commercial paper — 23,641 — 23,641 U.S. government securities — 4,230 — 4,230 Corporate bonds — 3,732 — 3,732 Total financial assets $ 15,250 $ 31,603 $ — $ 46,853 December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets Money market funds $ 8,888 $ — $ — $ 8,888 Commercial paper — 65,412 — 65,412 Corporate bonds — 12,574 — 12,574 Total financial assets $ 8,888 $ 77,986 $ — $ 86,874 |
Significant Inputs used to Estimate the Fair Value of Derivative Liabilities | The significant inputs used to estimate the fair value of the CVR liability were as follows: September 30, 2023 Estimated cash flow dates 11/28/23 - Estimated probability of success 27% - 100% Risk-adjusted discount rates 7.14% - 7.57% | |
Changes in Derivative Liabilities | The following table presents changes in the forward contract liability for the periods presented (in millions): Forward Beginning balance as of June 22, 2023 $ 106.2 Change in fair value 58.1 Ending balance as of June 30, 2023 164.3 Change in fair value 25.4 Issuance of Series A Preferred Stock on July 7, 2023 (189.7 ) Ending balance as of September 30, 2023 $ — The following table presents changes in the CVR liability for the periods presented (in thousands): CVR Beginning balance as of December 31, 2022 $ — Fair value at CVR issuance 29,500 Changes in the fair value of the CVR liability since issuance $ (1,300 ) Ending Balance as of September 30, 2023 $ 28,200 |
Cash Equivalents and Marketab_2
Cash Equivalents and Marketable Securities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | ||
Estimated Fair Value of Cash Equivalents and Marketable Securities and the Gross Unrealized Gains and Losses | The following tables summarize the estimated fair value of the Company’s cash equivalents and marketable securities and the gross unrealized gains and losses (in thousands): September 30, 2023 Amortized Gross Gross Estimated Cash equivalents: Money market funds $ 55,451 $ — $ — $ 55,451 Commercial paper 16,911 3 — 16,914 Total cash equivalents $ 72,362 $ 3 $ — $ 72,365 Marketable securities: Commercial paper $ 90,272 $ — $ (93 ) $ 90,179 Corporate bonds 22,849 1 (22 ) 22,828 U.S. government securities — — — — Total marketable securities $ 113,121 $ 1 $ (115 ) $ 113,007 December 31, 2022 Amortized Gross Gross Estimated Cash equivalents: Money market funds $ 15,250 $ — $ — $ 15,250 Commercial paper 7,021 1 (2 ) 7,020 U.S. government securities 3,736 — (1 ) 3,735 Total cash equivalents $ 26,007 $ 1 $ (3 ) $ 26,005 Marketable securities: Commercial paper $ 16,644 $ 2 $ (25 ) $ 16,621 Corporate bonds 3,738 — (6 ) 3,732 U.S. government securities 495 — — 495 Total marketable securities $ 20,877 $ 2 $ (31 ) $ 20,848 | The following tables summarize the estimated fair value of the Company’s cash equivalents and marketable securities and the gross unrealized gains and losses (in thousands): December 31, 2022 Amortized Gross Gross Estimated Cash equivalents: Money market funds $ 15,250 $ — $ — $ 15,250 Commercial paper 7,021 1 (2 ) 7,020 U.S. government securities 3,736 — (1 ) 3,735 Total cash equivalents 26,007 1 (3 ) 26,005 December 31, 2022 Amortized Gross Gross Estimated Marketable securities: Commercial paper 16,644 2 (25 ) 16,621 Corporate bonds 3,738 — (6 ) 3,732 U.S. government securities 495 — — 495 Total marketable securities $ 20,877 $ 2 $ (31 ) $ 20,848 December 31, 2021 Amortized Gross Gross Estimated Cash equivalents: Money market funds $ 8,888 $ — $ — $ 8,888 Total cash equivalents 8,888 — — 8,888 Marketable securities: Commercial paper 65,443 3 (34 ) 65,412 Corporate bonds 12,581 — (7 ) 12,574 Total marketable securities $ 78,024 $ 3 $ (41 ) $ 77,986 |
Available-for-Sale Securities in an Unrealized Loss Position | The following table summarizes the available-for-sale September 30, 2023 Less Than 12 Months 12 Months or Total Fair Unrealized Fair Unrealized Fair Unrealized Commercial paper $ 78,820 $ (93 ) $ — $ — $ 78,820 $ (93 ) U.S. government securities — — — — — $ — Corporate bonds 18,373 (22 ) — — 18,373 (22 ) Total marketable securities $ 97,193 $ (115 ) $ — $ — $ 97,193 $ (115 ) December 31, 2022 Less Than 12 Months 12 Months or Total Fair Unrealized Fair Unrealized Fair Unrealized Commercial paper $ 17,699 $ (27 ) $ — $ — $ 17,699 $ (27 ) U.S. government securities 3,735 (1 ) — — 3,735 $ (1 ) Corporate bonds 3,732 (6 ) — — 3,732 (6 ) Total marketable securities $ 25,166 $ (34 ) $ — $ — $ 25,166 $ (34 ) | The following table summarizes the available-for-sale December 31, 2022 Less Than 12 Months 12 Months or Longer Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Commercial paper $ 17,699 $ (27 ) $ — $ — $ 17,699 $ (27 ) U.S. government securities 3,735 (1 ) — — 3,735 (1 ) Corporate bonds 3,732 (6 ) — — 3,732 (6 ) Total marketable securities $ 25,166 $ (34 ) $ — $ — $ 25,166 $ (34 ) December 31, 2021 Less Than 12 Months 12 Months or Longer Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Commercial paper $ 47,425 $ (34 ) $ — $ — $ 47,425 $ (34 ) Corporate bonds 12,573 (7 ) — — 12,573 (7 ) Total marketable securities $ 59,998 $ (41 ) $ — $ — $ 59,998 $ (41 ) |
Contractual Maturities of Marketable Securities at Estimated Fair Value | The following table summarizes the contractual maturities of the Company’s marketable securities at estimated fair value (in thousands): September 30, December 31, Due in one year or less $ 102,518 $ 20,848 Due thereafter 10,489 — Total marketable securities $ 113,007 $ 20,848 | The following table summarizes the contractual maturities of the Company’s marketable securities at estimated fair value (in thousands): December 31, 2022 2021 Due in one year or less $ 20,848 $ 77,986 Due in 1 – 2 years — — Total marketable securities $ 20,848 $ 77,986 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment Net | Property and equipment, net consist of the following (in thousands): December 31, 2022 2021 Laboratory equipment $ 2,257 $ 2,245 Furniture and office equipment 520 520 Computer equipment 73 54 Software 121 139 Leasehold improvements 4,393 4,393 Property and equipment, gross 7,364 7,351 Less: Accumulated depreciation and amortization (4,144 ) (2,802 ) Property and equipment, net $ 3,220 $ 4,549 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 9 Months Ended | 12 Months Ended | |
Jun. 22, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |||
Accrued and Other Current Liabilities | Accrued liabilities consist of the following (in thousands): As of June 22, Accrued option cost payable to Paragon $ 18,987 Accrued professional and consulting fees 917 Fair value of assumed Parapyre Option Obligation (Note 3) 143 Accrued liabilities $ 20,047 | Accrued and other current liabilities consist of the following (in thousands): September 30, December 31, Accrued compensation $ 5,368 $ 4,589 Accrued contracted research and development costs 6,669 6,972 Accrued professional and consulting fees 3,484 946 Accrued other 340 330 Total accrued and other current liabilities $ 15,861 $ 12,837 | Accrued and other current liabilities consist of the following (in thousands): December 31, 2022 2021 Accrued compensation $ 4,589 $ 4,988 Accrued contracted research and development costs 6,972 5,995 Accrued professional and consulting fees 946 2,264 Other 330 783 Total accrued and other current liabilities $ 12,837 $ 14,030 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Operating and Finance Leases Presented in Balance Sheet | The following table summarizes the Company’s recognition of its operating and finance leases (in thousands): December 31, Classification 2022 2021 Assets Operating Operating lease right-of-use $ 3,430 $ 3,806 Finan ce Other non-current 597 798 Total leased assets 4,027 4,604 Leases Current Operating Operating lease liabilities 625 436 Fin ance Accrued and other current liabilities 16 418 Non-current Operating Non-current 4,004 4,608 Finan Other non-current — 16 Total lease liabilities $ 4,645 $ 5,478 |
Summary of Weighted Average Remaining Lease Term and Discount Rates For Company's Operating and Finance Leases | The following table summarizes the weighted-average remaining lease term and discount rates for the Company’s operating and finance leases: December 31, 2022 2021 Lease term (years) Operating leases 5.3 6.3 Finance leases 0.6 0.5 Discount rate Operating leases 10.6 % 10.7 % Finance leases 10.2 % 6.7 % |
Summary of Lease Cost | The following table summarizes the lease costs pertaining to the Company’s operating leases (in thousands): Year Ended December 31, 2022 2021 2020 Operating lease cost $ 910 $ 991 $ 1,258 Variable lease cost 472 519 665 Total lease cost $ 1,382 $ 1,510 $ 1,923 |
Schedule of Maturities of Operating and Finance Lease Liabilities | The maturities of the Company’s operating and finance lease liabilities as of December 31, 2022 were as follows (in thousands): Operating Leases Finance Leases 2023 $ 1,078 $ 16 2024 1,103 — 2025 1,129 — 2026 1,163 — 2027 1,198 — Thereafter 403 — Total lease payments 6,074 16 Less: Imputed interest (1,445 ) — Total $ 4,629 $ 16 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Summary of Pre-funded Warrants for Common Stock Issued and Outstanding | As of September 30, 2023, the following pre-funded Issue Date Expiration Date Exercise Price Number of Warrants February 8, 2019 None $ 0.0025 — April 30, 2020 None $ 0.0025 — May 20, 2022 None $ 0.0025 250,000 Total pre-funded 250,000 | As of December 31, 2022, the following pre-funded Issue Date Expiration Date Exercise Price Number of Warrants Outstanding February 2019 None $ 0.0025 150,000 April 2020 None $ 0.0025 474,413 May 2022 None $ 0.0025 531,250 Total pre-funded 1,155,663 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Expenses related to Related Party which were Settled in Cash | The following is the summary of expenses related to the Paragon Agreement, which were ultimately settled in cash (in millions): Three Months Nine Months 2023 2022 2023 2022 Financial Statement Line Item Reimbursable costs under the Paragon Agreement $ 16.7 $ — $ 17.9 $ — Research and development |
Related Party Accounts Payable | The following is the summary of Related party accounts payable (in millions): September 30, December 31, Reimbursable costs under the Paragon Agreement $ 16.8 $ — Parapyre Option Obligation liability 3.0 — Total related party accounts payable $ 19.8 $ — |
Asset Acquisition (Tables)
Asset Acquisition (Tables) | 9 Months Ended | |
Jun. 22, 2023 | Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | ||
Asset Acquisition Cost | The Asset Acquisition costs are shown on the following table (in thousands): As of June 22, Consideration transferred in Series A Preferred Stock and common stock $ 109,979 Transaction costs incurred by Aeglea 3,197 Total cost to acquire asset $ 113,176 The Company’s allocation of the purchase price to net assets acquired is as follows (in thousands): As of June 22, Acquired in-process $ 130,188 Cash acquired 3,035 Accrued liabilities (20,047 ) Total cost to acquire asset $ 113,176 | The Asset Acquisition Costs are shown on the following table (in millions): June 22, Consideration transferred in Series A Preferred Stock and common stock $ 110.0 Transaction costs incurred by Aeglea 3.2 Total cost to acquire asset $ 113.2 The allocation of the purchase price to net assets acquired is as a follows: June 22, Acquired in-process $ 130.2 Cash acquired 3.0 Assumed liabilities (20.0 ) Total cost to acquire asset $ 113.2 |
Liabilities, Convertible Pref_2
Liabilities, Convertible Preferred Stock and Stockholders' (Deficit) Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Summary of Employee and Non-Employee Stock Option Activity | The following table summarizes employee and non-employee Shares Issuable Under Options Weighted Average Exercise Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding as of December 31, 2021 264,303 $ 189.00 7.90 $ 328 Granted 235,199 45.00 Exercised — — Forfeited (94,421 ) 153.50 Outstanding as of December 31, 2022 405,081 $ 113.75 6.72 $ 2 Options vested and expected to vest as of December 31, 2022 397,772 $ 112.50 6.78 $ 2 Options exercisable as of December 31, 2022 163,450 $ 171.00 4.93 $ — | |
Summary of Employee Restricted Stock Activity | The following table summarizes employee restricted stock activity for the year ended December 31, 2022: Shares Weighted Unvested restricted stock units as of December 31, 2021 7,600 $ 203.25 Granted — — Vested — — Forfeited (1,940 ) 203.25 Unvested restricted stock units as of December 31, 2022 5,660 $ 203.25 | |
Stock-Based Compensation Expense | Total stock-based compensation expense related to all plans was as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Research and development (1) $ 2,965 $ 639 $ 4,136 $ 2,031 General and administrative 1,820 926 4,269 3,653 Total stock-based compensation expense $ 4,785 $ 1,565 $ 8,405 $ 5,684 (1) For the three and nine months ended September 30, 2023, $2.7 million and $2.9 million, respectively, was recognized as stock compensation expense related to the Parapyre Option Obligation. There were no such expenses for the three and nine months ended September 30, 2022. | Total stock-based compensation expense recognized from the Company’s equity incentive plans, 2018 Plan, and the 2016 ESPP for the years ended December 31, 2022, 2021, and 2020 was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Employees Non- Employees Employees Non- Employees Employees Non- Employees Research and development $ 2,591 $ — $ 2,723 $ — $ 2,168 $ 36 General and administrative 4,520 — 5,315 — 4,052 — Total stock-based compensation expense $ 7,111 $ — $ 8,038 $ — $ 6,220 $ 36 |
Assumptions used to Estimate the Fair Value of Stock Options Granted | The following table summarizes the weighted-average Black-Scholes option pricing model assumptions used to estimate the fair value of stock options granted under the Company’s 2016 Plan, and the shares purchasable under the 2016 ESPP during the periods presented: Three Months Ended Nine Months Ended 2023 2022 2023 2022 2016 Plan Expected term (in years) 6.08 6.02 6.04 5.96 Expected volatility 101 % 85 % 111 % 83 % Risk-free interest 4.28 % 3.16 % 4.07 % 2.43 % Dividend yield — — — — 2016 ESPP Expected term (in years) 0.50 0.50 0.49 0.49 Expected volatility 222 % 95 % 181 % 84 % Risk-free interest 5.29 3.26 4.99 % 1.95 % Dividend yield — — — — | The following table summarizes the weighted-average assumptions used in calculating the fair value of the awards: Year Ended December 31, 2022 2021 2020 Stock Options Granted Expected term (in years) 6.00 5.99 6.10 Expected volatility 84 % 83 % 76 % Risk-free interest 2.93 % 0.88 % 1.06 % Dividend yield 0 % 0 % 0 % 2016 ESPP Expected term (in years) 0.49 0.50 0.50 Expected volatility 84 % 86 % 76 % Risk-free interest 1.95 % 0.08 % 0.75 % Dividend yield 0 % 0 % 0 % |
Pre-funded Warrants for Common Stock Issued and Outstanding | As of September 30, 2023, the following pre-funded Issue Date Expiration Date Exercise Price Number of Warrants February 8, 2019 None $ 0.0025 — April 30, 2020 None $ 0.0025 — May 20, 2022 None $ 0.0025 250,000 Total pre-funded 250,000 | As of December 31, 2022, the following pre-funded Issue Date Expiration Date Exercise Price Number of Warrants Outstanding February 2019 None $ 0.0025 150,000 April 2020 None $ 0.0025 474,413 May 2022 None $ 0.0025 531,250 Total pre-funded 1,155,663 |
Stock Awards Granted | The following table summarizes the Company’s stock awards granted under all plans for each of the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Grants Weighted Grants Weighted Grants Weighted Grants Weighted Stock options 1,044,667 $ 14.50 50,806 $ 16.75 3,867,366 $ 9.65 153,686 $ 52.50 |
Strategic License Agreements (T
Strategic License Agreements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
License And Collaboration Agreement [Abstract] | ||
Summary of Changes in Contract Liabilities | The following table presents changes in the Company’s contract liabilities for the periods presented (in thousands): Nine Months Ended September 30, 2023 December 31, Additions Deductions September 30, Contract liabilities: Deferred revenue $ 2,696 $ 575 $ (3,271 ) $ — | The following table presents changes in the Company’s contract liabilities for the periods presented (in thousands): Year Ended December 31, 2021 December 31, 2021 Additions Deductions December 31, 2022 Contract liabilities: Deferred revenue $ 3,576 $ 1,449 $ (2,329 ) $ 2,696 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Income Before Income Tax Expense by Jurisdiction | The following table summarizes the (loss) income before income tax expense by jurisdiction for the periods indicated: Year Ended December 31, 2022 2021 2020 Domestic $ (84,113 ) $ (65,940 ) $ (80,893 ) Foreign 162 280 — Loss before income tax expense $ (83,951 ) $ (65,660 ) $ (80,893 ) |
Summary of Difference Between Provision for Income Taxes and Amounts Computed by Applying Statutory Federal Income Tax Rate to Income Before Income Taxes | The difference between the Company’s provision for income taxes and the amounts computed by applying the statutory federal income tax rate to income before income taxes is as follows (in thousands): Year Ended December 31, 2022 2021 2020 Tax provision derived by applying the federal statutory rate to income before income taxes $ (17,630 ) $ (13,789 ) $ (16,988 ) Permanent differences and other 1,042 1,002 482 Federal tax credits (3,559 ) (3,815 ) (3,905 ) State tax credits (640 ) (152 ) (251 ) Effect of tax rate on foreign jurisdiction 42 (5 ) — Change in the valuation allowance 20,609 16,900 20,662 Income tax (benefit) expense $ (136 ) $ 141 $ — |
Components of Deferred Tax Assets and Liabilities | The components of the deferred tax assets and liabilities consist of the following (in thousands): December 31, 2022 2021 Deferred tax assets Net operating loss carryforward $ 68,917 $ 64,531 Intangible assets 11,149 57 Deferred revenue 566 — Accrued expense 668 846 Stock-based compensation 3,293 2,767 Federal tax credits 21,914 18,579 State tax credits 1,631 991 Other 190 220 Total deferred tax assets 108,328 87,991 Deferred tax liabilities Depreciable assets (676 ) (948 ) Total deferred tax liabilities (676 ) (948 ) Less: Valuation allowance (107,652 ) (87,043 ) Deferred tax assets, net $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Weighted-Average Equity Instruments Excluded from Calculation of Diluted Net Loss Per Share | The following weighted-average equity instruments were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Options to purchase common stock 3,135,672 351,533 1,426,224 335,395 Unvested restricted stock units — 6,000 252 7,315 Series A Preferred Stock (on an as-converted 42,501,681 — 14,851,447 — | The following weighted-average equity instruments were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Year Ended December 31, 2022 2021 2020 Options to purchase common stock 346,331 264,858 201,977 Unvested restricted stock units 6,982 7,975 4,239 |
Schedule of Reconciliation of Basic and Diluted Net Loss Per Share | The following is a reconciliation of the shares used as the denominator for the calculation of basic and diluted net loss per share: Year Ended December 31, 2022 2021 2020 Weighted average common shares 2,307,668 1,956,933 1,608,952 Weighted average pre-funded 1,063,563 672,851 525,917 Total basic and diluted weighted average shares 3,371,231 2,629,784 2,134,869 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Changes in Accrued Restructuring Balance | The following table summarizes the changes in the Company’s accrued restructuring balance (in thousands): Beginning Balance Charges Payments Ending Balance Severance liability $ — $ 6,448 $ (4,527 ) $ 1,921 |
Charges Related to the Restructuring Activities | A summary of the charges related to the restructuring activities is as follows (in thousands): Severance Related Stock Compensation Loss on Disposal of Lease Asset Total Restructuring Costs Research and development $ 3,182 $ 123 $ 749 $ 1,405 $ 5,459 General and administrative 3,266 870 182 1,175 5,493 Total $ 6,448 $ 993 $ 931 $ 2,580 $ 10,952 |
The Company and Basis of Pres_2
The Company and Basis of Presentation - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 26, 2023 USD ($) shares | Jun. 22, 2023 $ / shares shares | Apr. 30, 2023 employee | Jun. 30, 2023 | Sep. 30, 2023 USD ($) SEGMENT $ / shares | Dec. 31, 2022 USD ($) SEGMENT $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Company and Basis of Presentation [Line Items] | |||||||
Number of operating segments | SEGMENT | 1 | 1 | |||||
Employee workforce, termination percentage | 83% | 83% | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Accumulated deficit | $ | $ 701,234 | $ 425,624 | $ 341,809 | ||||
Cash, cash equivalents, and marketable securities | $ | $ 203,600 | ||||||
Number of employees retained | employee | 10 | ||||||
Working capital | $ | 47,600 | ||||||
Cash, cash equivalents, marketable securities, and restricted cash | $ | $ 57,300 | ||||||
Asset Acquisition | |||||||
Company and Basis of Presentation [Line Items] | |||||||
Fixed exchange ratio | 0.54945% | ||||||
Spyre Therapeutics, Inc. | |||||||
Company and Basis of Presentation [Line Items] | |||||||
Asset acquisition, stockholder payment period | 3 years | ||||||
Asset acquisition, cash payment, threshold period | 1 year | ||||||
Spyre 2023 Equity Incentive Plan | Asset Acquisition | |||||||
Company and Basis of Presentation [Line Items] | |||||||
Number of outstanding and unexercised stock options to purchase (in shares) | shares | 2,734 | ||||||
Spyre 2023 Equity Incentive Plan | Spyre Therapeutics, Inc. | |||||||
Company and Basis of Presentation [Line Items] | |||||||
Number of outstanding and unexercised stock options to purchase (in shares) | shares | 2,734 | ||||||
Series A Non Voting Convertible Preferred Stock | |||||||
Company and Basis of Presentation [Line Items] | |||||||
Conversion basis | 40 | ||||||
Series A Non Voting Convertible Preferred Stock | Asset Acquisition | |||||||
Company and Basis of Presentation [Line Items] | |||||||
Number of shares transferred as equity interest in asset acquisition | shares | 364,887 | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Conversion basis | 40 | ||||||
Series A Non Voting Convertible Preferred Stock | Spyre Therapeutics, Inc. | |||||||
Company and Basis of Presentation [Line Items] | |||||||
Number of shares transferred as equity interest in asset acquisition | shares | 364,887 | ||||||
Private Placement | Series A Non Voting Convertible Preferred Stock | |||||||
Company and Basis of Presentation [Line Items] | |||||||
Number of shares sold in private placement | shares | 721,452 | ||||||
Gross proceeds received in private placement | $ | $ 210,000 | ||||||
Placement agent and other offering expenses in private placement | $ | $ 12,700 | ||||||
Common Stock | Asset Acquisition | |||||||
Company and Basis of Presentation [Line Items] | |||||||
Number of shares transferred as equity interest in asset acquisition | shares | 517,809 |
Description of the Business a_4
Description of the Business and Summary of Significant Accounting Policies - Summary of Asset Acquisition Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 22, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Asset Acquisition [Line Items] | |||||
Acquired in-process research and development | $ (298) | $ 0 | $ 130,188 | $ 0 | |
Cash acquired | $ 3,035 | $ 0 | |||
Cost to acquire asset | $ 113,200 | ||||
Spyre Therapeutics, Inc. | |||||
Asset Acquisition [Line Items] | |||||
Consideration transferred in Series A Preferred Stock and common stock | 109,979 | ||||
Transaction costs incurred by Aeglea | 3,197 | ||||
Acquired in-process research and development | 130,188 | ||||
Cash acquired | 3,035 | ||||
Accrued liabilities | (20,047) | ||||
Cost to acquire asset | $ 113,176 |
Description of the Business a_5
Description of the Business and Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 08, 2023 | Jun. 26, 2023 USD ($) shares | Jun. 22, 2023 USD ($) $ / shares shares | Apr. 30, 2023 employee | Sep. 30, 2023 USD ($) $ / shares | Jun. 30, 2023 | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | May 31, 2023 | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||
Stockholders' equity, reverse stock split | 1-for-25 | |||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Cost to acquire asset | $ 113,200 | |||||||||||
Acquired in-process research and development | $ (298) | $ 0 | $ 130,188 | $ 0 | ||||||||
Employee workforce, termination percentage | 83% | 83% | ||||||||||
Number of employees retained | employee | 10 | |||||||||||
cash and cash equivalents | 3,000 | 90,592 | 90,592 | $ 34,863 | $ 15,142 | |||||||
U.S. Banking Institution | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||
Cash | $ 2,800 | $ 16,900 | $ 16,900 | $ 23,500 | ||||||||
Parapyre Option Obligation | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||
Percentage of annual equity grant of options | 1% | 1% | ||||||||||
Series A Non Voting Convertible Preferred Stock | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||
Conversion basis | 40 | |||||||||||
Series A Non Voting Convertible Preferred Stock | Private Placement | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||
Number of shares sold in private placement | shares | 721,452 | |||||||||||
Gross proceeds received in private placement | $ 210,000 | |||||||||||
Placement agent and other offering expenses in private placement | $ 12,700 | |||||||||||
Asset Acquisition | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||
Fixed exchange ratio | 0.54945% | |||||||||||
Asset Acquisition | Spyre 2023 Equity Incentive Plan | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||
Number of outstanding and unexercised stock options to purchase (in shares) | shares | 2,734 | |||||||||||
Asset Acquisition | Common Stock | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||
Number of shares transferred as equity interest in asset acquisition | shares | 517,809 | |||||||||||
Asset Acquisition | Series A Non Voting Convertible Preferred Stock | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||
Number of shares transferred as equity interest in asset acquisition | shares | 364,887 | |||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||||||||
Conversion basis | 40 | |||||||||||
Spyre Therapeutics, Inc. | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||
Cost to acquire asset | $ 113,176 | |||||||||||
Asset acquisition consideration transferred issuable shares of common stock on an as-converted basis | shares | 14,595,480 | |||||||||||
Acquired in-process research and development | $ 130,188 | |||||||||||
Asset Acquisition, net liabilities assumed | $ 17,000 | |||||||||||
Spyre Therapeutics, Inc. | Common Stock | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||
Number of shares transferred as equity interest in asset acquisition | shares | 517,809 | |||||||||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 7.277 | |||||||||||
Spyre Therapeutics, Inc. | Spyre 2023 Equity Incentive Plan | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||
Number of outstanding and unexercised stock options to purchase (in shares) | shares | 2,734 | |||||||||||
Spyre Therapeutics, Inc. | Series A Non Voting Convertible Preferred Stock | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||||||
Number of shares transferred as equity interest in asset acquisition | shares | 364,887 | |||||||||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 291.08 |
Accrued Liabilities - Accrued a
Accrued Liabilities - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 22, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||||
Accrued option cost payable to Paragon | $ 18,987 | |||
Accrued professional and consulting fees | $ 3,484 | 917 | $ 946 | $ 2,264 |
Fair value of assumed Parapyre Option Obligation (Note 3) | 143 | |||
Accrued liabilities | $ 20,047 |
Accrued Liabilities - Additiona
Accrued Liabilities - Additional Information (Details) - Related Party - Paragon Agreement $ in Millions | Jun. 22, 2023 USD ($) |
Accrued Liabilities [Line Items] | |
Related party expenses incurred prior to asset acquisition | $ 19 |
Research initiation fees | 3 |
Reimbursable research costs | 16 |
Related party expenses unpaid prior to asset acquisition | $ 19 |
Parapyre Option Obligation - Ad
Parapyre Option Obligation - Additional Information (Details) - USD ($) $ in Millions | Jun. 22, 2023 | May 31, 2023 |
Asset Acquisition [Line Items] | ||
Asset acquisition, contingent consideration, liability, current | $ 0.1 | |
Parapyre Option Obligation | ||
Asset Acquisition [Line Items] | ||
Percentage of annual equity grant of options | 1% | 1% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) SUBSIDARY | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Impairments of long-lived assets | $ 0 | $ 0 | $ 0 |
Number of subsidiary corporations owned | SUBSIDARY | 10 | ||
Unrecognized Tax Benefits | $ 0 | 0 | |
Interest or penalties incurred | $ 0 | $ 0 | $ 0 |
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Marketable securities stated maturity period | 1 year |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Laboratory Equipment | |
Property Plant And Equipment [Line Items] | |
Useful lives of the property and equipment | 5 years |
Furniture and Office Equipment | |
Property Plant And Equipment [Line Items] | |
Useful lives of the property and equipment | 5 years |
Computer Equipment | |
Property Plant And Equipment [Line Items] | |
Useful lives of the property and equipment | 3 years |
Software | |
Property Plant And Equipment [Line Items] | |
Useful lives of the property and equipment | 3 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Useful lives of the property and equipment | Shorter of remaining lease term or estimated useful life |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Financial Assets: | |||
Financial assets, fair value | $ 185,372 | $ 46,853 | $ 86,874 |
Liabilities: | |||
Liabilities, fair value | 31,152 | ||
Corporate bonds | |||
Financial Assets: | |||
Financial assets, fair value | 22,828 | 3,732 | 12,574 |
Commercial paper | |||
Financial Assets: | |||
Financial assets, fair value | 107,093 | 23,641 | 65,412 |
Level 1 | |||
Financial Assets: | |||
Financial assets, fair value | 55,451 | 15,250 | 8,888 |
Liabilities: | |||
Liabilities, fair value | 0 | ||
Level 1 | Corporate bonds | |||
Financial Assets: | |||
Financial assets, fair value | 0 | 0 | |
Level 1 | Commercial paper | |||
Financial Assets: | |||
Financial assets, fair value | 0 | 0 | |
Level 2 | |||
Financial Assets: | |||
Financial assets, fair value | 129,921 | 31,603 | 77,986 |
Liabilities: | |||
Liabilities, fair value | 2,952 | ||
Level 2 | Corporate bonds | |||
Financial Assets: | |||
Financial assets, fair value | 22,828 | 3,732 | 12,574 |
Level 2 | Commercial paper | |||
Financial Assets: | |||
Financial assets, fair value | 107,093 | 23,641 | 65,412 |
Level 3 | |||
Financial Assets: | |||
Financial assets, fair value | 0 | 0 | |
Liabilities: | |||
Liabilities, fair value | 28,200 | ||
Level 3 | Corporate bonds | |||
Financial Assets: | |||
Financial assets, fair value | 0 | 0 | |
Level 3 | Commercial paper | |||
Financial Assets: | |||
Financial assets, fair value | 0 | 0 | |
Parapyre Option Obligation | |||
Liabilities: | |||
Liabilities, fair value | 2,952 | ||
Parapyre Option Obligation | Level 1 | |||
Liabilities: | |||
Liabilities, fair value | 0 | ||
Parapyre Option Obligation | Level 2 | |||
Liabilities: | |||
Liabilities, fair value | 2,952 | ||
Parapyre Option Obligation | Level 3 | |||
Liabilities: | |||
Liabilities, fair value | 0 | ||
CVR liability | |||
Liabilities: | |||
Liabilities, fair value | 28,200 | ||
CVR liability | Level 1 | |||
Liabilities: | |||
Liabilities, fair value | 0 | ||
CVR liability | Level 2 | |||
Liabilities: | |||
Liabilities, fair value | 0 | ||
CVR liability | Level 3 | |||
Liabilities: | |||
Liabilities, fair value | 28,200 | ||
Money market funds | |||
Financial Assets: | |||
Financial assets, fair value | 55,451 | 15,250 | 8,888 |
Money market funds | Level 1 | |||
Financial Assets: | |||
Financial assets, fair value | 55,451 | 15,250 | $ 8,888 |
Money market funds | Level 2 | |||
Financial Assets: | |||
Financial assets, fair value | 0 | 0 | |
Money market funds | Level 3 | |||
Financial Assets: | |||
Financial assets, fair value | $ 0 | 0 | |
U.S. government securities | |||
Financial Assets: | |||
Financial assets, fair value | 4,230 | ||
U.S. government securities | Level 1 | |||
Financial Assets: | |||
Financial assets, fair value | 0 | ||
U.S. government securities | Level 2 | |||
Financial Assets: | |||
Financial assets, fair value | 4,230 | ||
U.S. government securities | Level 3 | |||
Financial Assets: | |||
Financial assets, fair value | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2023 | Sep. 29, 2023 | Jul. 07, 2023 | Jun. 30, 2023 | Jun. 26, 2023 | Jun. 22, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||
Financial liabilities outstanding measured at fair value | $ 0 | ||||||||||||||
Stock-based compensation | $ 8,405,000 | $ 5,684,000 | 7,111,000 | $ 8,038,000 | $ 6,256,000 | ||||||||||
Fair value assets transferred from level 1 to level 2 | $ 0 | $ 0 | |||||||||||||
Forward contract liability | |||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||
Financial liabilities outstanding measured at fair value | $ 164,300,000 | $ 106,200,000 | $ 0 | $ 164,300,000 | 0 | ||||||||||
Liabilities, fair value | $ 106,200,000 | ||||||||||||||
Change in fair value of forward contract liability | 25,360,000 | $ 0 | 83,530,000 | 0 | |||||||||||
Change in fair value of liability | $ (58,100,000) | (25,400,000) | |||||||||||||
Spyre Therapeutics, Inc. | |||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||
Asset acquisition, stockholder payment period | 3 years | ||||||||||||||
Asset acquisition, cash payment, threshold period | 1 year | ||||||||||||||
CVR liability | |||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||
Change in fair value of liability | 1,300,000 | 1,300,000 | |||||||||||||
Parapyre Option Obligation | |||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||
Percentage of annual equity grant of options | 1% | 1% | |||||||||||||
Share-based payment award, term | 10 years | ||||||||||||||
Fair value of contingent consideration assumed | $ 100,000 | ||||||||||||||
Stock-based compensation | 2,700,000 | $ 0 | $ 2,900,000 | $ 0 | |||||||||||
Parapyre Option Obligation | Forecast | |||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||
Pro-rated estimated fair value of options | $ 3,000,000 | ||||||||||||||
Series A Non Voting Convertible Preferred Stock | |||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||
Issuance of Series A non-voting convertible preferred stock | $ 189,700,000 | $ 197,300,000 | $ 189,741,000 | $ 197,323,000 | |||||||||||
Series A Non Voting Convertible Preferred Stock | Asset Acquisition | |||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||
Number of shares transferred as equity interest in asset acquisition | 364,887 | ||||||||||||||
Series A Non Voting Convertible Preferred Stock | Spyre Therapeutics, Inc. | |||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||
Number of shares transferred as equity interest in asset acquisition | 364,887 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Derivative Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 0 | ||
Forward Contracts | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 106,200,000 | $ 164,300,000 | |
Change in fair value | 58,100,000 | 25,400,000 | |
Issuance of Series A Preferred Stock on July 7, 2023 | (189,700,000) | ||
Ending balance | $ 164,300,000 | 0 | 0 |
CVR liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 0 | ||
Change in fair value | (1,300,000) | ||
Fair value at CVR issuance | 29,500,000 | ||
Ending balance | $ 28,200,000 | $ 28,200,000 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant Inputs used to Estimate the Fair Value of Derivative Liability (Details) - Level 3 - CVR liability | Sep. 30, 2023 |
Maximum | Estimated probability of success | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative liability, measurement input | 1 |
Maximum | Risk-adjusted discount rates | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative liability, measurement input | 0.0757 |
Minimum | Estimated probability of success | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative liability, measurement input | 0.27 |
Minimum | Risk-adjusted discount rates | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative liability, measurement input | 0.0714 |
Cash Equivalents and Marketab_3
Cash Equivalents and Marketable Securities - Estimated Fair Value of Cash Equivalents and Marketable Securities and the Gross Unrealized Gains and Losses (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-Sale [Line Items] | |||
Cash equivalents, amortized cost | $ 72,362 | $ 26,007 | $ 8,888 |
Cash equivalents,Gross Unrealized Gains | 3 | 1 | |
Cash equivalents, gross unrealized losses | 0 | (3) | 0 |
Cash equivalents, estimated fair value | 72,365 | 26,005 | 8,888 |
Marketable securities, amortized cost | 113,121 | 20,877 | 78,024 |
Marketable securities, gross unrealized gains | 1 | 2 | 3 |
Marketable securities, gross unrealized losses | (115) | (31) | (41) |
Marketable securities, estimated fair value | 113,007 | 20,848 | 77,986 |
Money market funds | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash equivalents, amortized cost | 55,451 | 15,250 | 8,888 |
Cash equivalents,Gross Unrealized Gains | 0 | 0 | |
Cash equivalents, gross unrealized losses | 0 | 0 | 0 |
Cash equivalents, estimated fair value | 55,451 | 15,250 | 8,888 |
Commercial paper | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash equivalents, amortized cost | 16,911 | 7,021 | |
Cash equivalents,Gross Unrealized Gains | 3 | 1 | |
Cash equivalents, gross unrealized losses | 0 | (2) | |
Cash equivalents, estimated fair value | 16,914 | 7,020 | |
Marketable securities, amortized cost | 90,272 | 16,644 | 65,443 |
Marketable securities, gross unrealized gains | 0 | 2 | 3 |
Marketable securities, gross unrealized losses | (93) | (25) | (34) |
Marketable securities, estimated fair value | 90,179 | 16,621 | 65,412 |
Corporate bonds | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Marketable securities, amortized cost | 22,849 | 3,738 | 12,581 |
Marketable securities, gross unrealized gains | 1 | 0 | |
Marketable securities, gross unrealized losses | (22) | (6) | (7) |
Marketable securities, estimated fair value | 22,828 | 3,732 | $ 12,574 |
U.S. government securities | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Cash equivalents, amortized cost | 3,736 | ||
Cash equivalents,Gross Unrealized Gains | 0 | ||
Cash equivalents, gross unrealized losses | (1) | ||
Cash equivalents, estimated fair value | 3,735 | ||
Marketable securities, amortized cost | 0 | 495 | |
Marketable securities, gross unrealized gains | 0 | 0 | |
Marketable securities, gross unrealized losses | 0 | 0 | |
Marketable securities, estimated fair value | $ 0 | $ 495 |
Cash Equivalents and Marketab_4
Cash Equivalents and Marketable Securities - Available-for-Sale Securities in an Unrealized Loss Position (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value | |||
Less Than 12 Months | $ 97,193 | $ 25,166 | $ 59,998 |
12 Months or Longer | 0 | 0 | |
Unrealized Losses | |||
Less Than 12 Months | (115) | (34) | (41) |
12 Months or Longer | 0 | 0 | |
Total, Fair Value | 97,193 | 25,166 | 59,998 |
Total, unrealized losses | (115) | (34) | (41) |
Commercial paper | |||
Fair Value | |||
Less Than 12 Months | 78,820 | 17,699 | 47,425 |
12 Months or Longer | 0 | 0 | |
Unrealized Losses | |||
Less Than 12 Months | (93) | (27) | (34) |
12 Months or Longer | 0 | 0 | |
Total, Fair Value | 78,820 | 17,699 | 47,425 |
Total, unrealized losses | (93) | (27) | (34) |
U.S. government securities | |||
Fair Value | |||
Less Than 12 Months | 0 | 3,735 | |
12 Months or Longer | 0 | 0 | |
Unrealized Losses | |||
Less Than 12 Months | 0 | (1) | |
12 Months or Longer | 0 | 0 | |
Total, Fair Value | 0 | 3,735 | |
Total, unrealized losses | 0 | (1) | |
Corporate bonds | |||
Fair Value | |||
Less Than 12 Months | 18,373 | 3,732 | 12,573 |
12 Months or Longer | 0 | 0 | |
Unrealized Losses | |||
Less Than 12 Months | (22) | (6) | (7) |
12 Months or Longer | 0 | 0 | |
Total, Fair Value | 18,373 | 3,732 | 12,573 |
Total, unrealized losses | $ (22) | $ (6) | $ (7) |
Cash Equivalents and Marketab_5
Cash Equivalents and Marketable Securities - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 USD ($) bank | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) bank | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 22, 2023 USD ($) | |
Cash Equivalents And Marketable Securities [Line Items] | |||||||
Number of domestic banking institutions (in banks) | bank | 3 | 3 | |||||
US Government Agencies Debt Securities | |||||||
Cash Equivalents And Marketable Securities [Line Items] | |||||||
Debt securities, available-for-sale, allowance for credit loss | $ 0 | $ 0 | $ 0 | $ 0 | |||
Impairment of marketable securities | 0 | 0 | 0 | ||||
Realized gains or losses on marketable securities | 0 | $ 0 | 0 | $ 0 | 0 | 0 | |
Accrued interest receivable on available-for-sale debt securities | 400,000 | 400,000 | 100,000 | $ 100,000 | |||
U.S. Banking Institution | |||||||
Cash Equivalents And Marketable Securities [Line Items] | |||||||
Cash deposits in excess of FDIC limit | 16,900,000 | 16,900,000 | $ 23,500,000 | $ 2,800,000 | |||
U.S. Banking Institution | Maximum | |||||||
Cash Equivalents And Marketable Securities [Line Items] | |||||||
Cash, FDIC insured amount | $ 250,000 | $ 250,000 |
Cash Equivalents and Marketab_6
Cash Equivalents and Marketable Securities - Contractual Maturities of Marketable Securities at Estimated Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | |||
Due in one year or less | $ 102,518 | $ 20,848 | $ 77,986 |
Due thereafter | 10,489 | 0 | |
Total marketable securities | $ 113,007 | $ 20,848 | $ 77,986 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 7,364 | $ 7,351 | |
Less: Accumulated depreciation and amortization | (4,144) | (2,802) | |
Property and equipment, net | $ 0 | 3,220 | 4,549 |
Laboratory Equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 2,257 | 2,245 | |
Furniture and Office Equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 520 | 520 | |
Computer Equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 73 | 54 | |
Software | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 121 | 139 | |
Leasehold Improvements | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 4,393 | $ 4,393 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | |||||
Depreciation and amortization | $ 744 | $ 1,182 | $ 1,567 | $ 1,576 | $ 996 |
Property, Plant and Equipment | |||||
Property Plant And Equipment [Line Items] | |||||
Depreciation and amortization | $ 1,400 | $ 1,400 | $ 1,000 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 22, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||||
Accrued compensation | $ 5,368 | $ 4,589 | $ 4,988 | |
Accrued contracted research and development costs | 6,669 | 6,972 | 5,995 | |
Accrued professional and consulting fees | 3,484 | $ 917 | 946 | 2,264 |
Accrued other | 340 | 330 | 783 | |
Total accrued and other current liabilities | $ 15,861 | $ 12,837 | $ 14,030 |
Leases - Additional Information
Leases - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2019 USD ($) ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Schedule Of Operating And Finance Leased Assets Line Items | |||
Area of land | ft² | 30,000 | ||
Lease expiration date | Apr. 30, 2028 | ||
Operating lease, payments | $ 900,000 | $ 1,100,000 | |
Letter of Credit Member | |||
Schedule Of Operating And Finance Leased Assets Line Items | |||
Letter of credit | $ 1,500,000 | ||
Minimum | |||
Schedule Of Operating And Finance Leased Assets Line Items | |||
Lessee, operating lease, renewal term | 3 years | ||
Lessee, finance lease, renewal term | 3 years | ||
Maximum | |||
Schedule Of Operating And Finance Leased Assets Line Items | |||
Lessee, operating lease, renewal term | 5 years | ||
Lessee, finance lease, renewal term | 5 years | ||
Tenant improvement allowance | $ 1,000,000 |
Leases - Schedule of Operating
Leases - Schedule of Operating and Financing Leases Presented in Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
Operating | $ 0 | $ 3,430 | $ 3,806 |
Finance | $ 597 | $ 798 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other non-current assets | Other non-current assets | |
Total leased assets | $ 4,027 | $ 4,604 | |
Operating lease liabilities, current | 0 | 625 | 436 |
Finance lease liabilities, current | $ 16 | $ 418 | |
Finance Lease, Liabilities, Current, Statement of Financial Position [Extensible List] | Accrued and other current liabilities | Accrued and other current liabilities | |
Operating lease liabilities, noncurrent | $ 0 | $ 4,004 | $ 4,608 |
Finance lease liabilities, noncurrent | $ 16 | ||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other non-current liabilities | Other non-current liabilities | |
Total lease liabilities | $ 4,645 | $ 5,478 |
Leases - Summary of Weighted-Av
Leases - Summary of Weighted-Average Remaining Lease Term and Discount Rates for Operating and Finance Leases (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating leases, Weighted-average remaining lease term | 5 years 3 months 18 days | 6 years 3 months 18 days |
Finance leases, Weighted-average remaining lease term | 7 months 6 days | 6 months |
Operating leases, Weighted-average discount rate | 10.60% | 10.70% |
Finance leases, Weighted-average discount rate | 10.20% | 6.70% |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease cost | $ 910 | $ 991 | $ 1,258 |
Variable lease cost | 472 | 519 | 665 |
Total lease cost | $ 1,382 | $ 1,510 | $ 1,923 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating and Finance Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 1,078 |
2024 | 1,103 |
2025 | 1,129 |
2026 | 1,163 |
2027 | 1,198 |
Thereafter | 403 |
Total lease payments | 6,074 |
Imputed interest | (1,445) |
Total | 4,629 |
Total lease payments | 6,074 |
Finance Lease Liabilities, Payments, Due [Abstract] | |
2023 | 16 |
Total lease payments | 16 |
Total | $ 16 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 40 Months Ended | ||||
May 31, 2022 USD ($) $ / shares shares | Apr. 30, 2020 USD ($) $ / shares shares | Feb. 28, 2019 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2022 USD ($) VOTE $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | May 31, 2022 $ / shares shares | Sep. 30, 2023 $ / shares shares | |
Class Of Stock [Line Items] | ||||||||
Underwriting discounts and commissions | $ | $ 8,200,000 | $ 4,100,000 | ||||||
Offering costs | $ | 800,000 | 400,000 | ||||||
Shares authorized | 30,000,000 | |||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 8,913,659 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Number of common stock holders voting right | VOTE | 1 | |||||||
Common stock voting rights | Each holder of common stock is entitled to one vote for each share of common stock held | |||||||
Common stock dividends declared | $ | $ 0 | $ 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||
Warrants to purchase shares | 694,892 | 694,892 | ||||||
Offering price of warrant | $ / shares | $ 39.9975 | $ 39.9975 | ||||||
Exercise price per warrant | $ / shares | $ 0.0025 | $ 0.0025 | $ 0.0025 | |||||
Net proceeds from sale of common stock | $ | $ 42,900,000 | $ 129,000,000 | $ 64,500,000 | |||||
Placement agent fees and offering costs | $ | $ 2,100,000 | |||||||
Maximum ownership percentage of common stock shares for outstanding warrants to be exercised | 4.99% | |||||||
Period after notice received by company maximum ownership percentage to be effective description | The revised Maximum Ownership Percentage would be effective 61 days after the notice is received by the Company. | |||||||
Ownership percentage for outstanding warrants To purchase shares of common stock to be exercised to certain holders | 9.99% | 9.99% | ||||||
Maximum | ||||||||
Class Of Stock [Line Items] | ||||||||
Warrants to purchase shares | 694,892 | 694,892 | ||||||
Maximum ownership percentage of common stock shares for outstanding warrants to be exercised | 19.99% | |||||||
Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Number of shares issued | 430,107 | |||||||
Public offering price | $ / shares | $ 40 | $ 40 | ||||||
Follow-on Public Offering | Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Number of shares issued | 617,692 | 185,000 | ||||||
Public offering price | $ / shares | $ 118.75 | $ 200 | ||||||
Exercise price per warrant | $ / shares | $ 118.7475 | $ 199.9975 | ||||||
Follow-on Public Offering | Common Stock | Maximum | ||||||||
Class Of Stock [Line Items] | ||||||||
Warrants to purchase shares | 544,413 | 160,000 | ||||||
At-the-Market (ATM) Sales Agreement | JonesTrading Institutional Services LLC | ||||||||
Class Of Stock [Line Items] | ||||||||
Number of shares issued | 129,803 | |||||||
Aggregate offering price of common stock | $ | $ 60,000,000 | |||||||
Net proceeds from sale of common stock | $ | $ 24,600,000 | |||||||
Proceeds from issuance of common stock gross | $ | $ 25,300,000 | |||||||
Underwriters' Over-allotment Option | ||||||||
Class Of Stock [Line Items] | ||||||||
Number of shares issued | 151,578 | 45,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Pre-funded Warrants for Common Stock Issued and Outstanding (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Sep. 30, 2023 | May 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0025 | $ 0.0025 | |
Pre-funded Warrants | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Warrants Outstanding | 1,155,663 | 250,000 | |
Pre-funded Warrants | February 2019 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Issue Date | Feb. 28, 2019 | ||
Expiration Date | None | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0025 | ||
Number of Warrants Outstanding | 150,000 | ||
Pre-funded Warrants | April 2020 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Issue Date | Apr. 30, 2020 | ||
Expiration Date | None | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0025 | ||
Number of Warrants Outstanding | 474,413 | ||
Pre-funded Warrants | May 2022 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Issue Date | May 31, 2022 | ||
Expiration Date | None | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0025 | ||
Number of Warrants Outstanding | 531,250 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 29, 2023 | Jun. 22, 2023 USD ($) BOARDSEAT | Jul. 31, 2023 USD ($) PROGRAMOPTION | Sep. 30, 2023 USD ($) BOARDSEAT | Sep. 30, 2023 USD ($) BOARDSEAT | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 12, 2023 USD ($) | |
Related Party Transaction [Line Items] | ||||||||||
Number of board seats held by related party | BOARDSEAT | 2 | |||||||||
Stock compensation expense | $ 8,405 | $ 5,684 | $ 7,111 | $ 8,038 | $ 6,256 | |||||
Related Party | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accounts payable | $ 19,800 | $ 19,800 | 0 | |||||||
Appoint Of Board | Related Party | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of board seats held by related party | BOARDSEAT | 2 | 2 | ||||||||
Paragon Agreement | Related Party | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party expenses incurred prior to asset acquisition | $ 19,000 | |||||||||
Research initiation fees | 3,000 | |||||||||
Reimbursable research costs | 16,000 | |||||||||
Related party expenses unpaid prior to asset acquisition | $ 19,000 | |||||||||
Percentage of annual equity grant of options | 1% | 1% | ||||||||
Share-based payment award, term | 10 years | |||||||||
Stock compensation expense | $ 2,700 | $ 2,900 | ||||||||
Stock Compensation And Research And Development Expense | Related Party | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Amount of related party transaction | 19,400 | 20,800 | ||||||||
Reimbursable Costs Under Paragon Agreement | Related Party | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accounts payable | 16,800 | 16,800 | $ 0 | |||||||
Milestone Payments | Related Party | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Amount of related party transaction | $ 20,000 | $ 20,000 | ||||||||
Licensing Agreements | Related Party | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of program options outstanding | PROGRAMOPTION | 3 | |||||||||
SPY001 License Agreement | Maximum | Related Party | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Contingent obligation based on milestones | $ 22,000 | |||||||||
Paragon Therapeutics Inc | Ownership Interest | Maximum | Related Party | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of ownership by noncontrolling owner | 5% | 5% | ||||||||
Paragon Therapeutics Inc | SPY001 License Agreement | Maximum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Contingent obligation based on milestones | $ 22,000 | |||||||||
Fairmount Funds Management LLC | Ownership Interest | Minimum | Related Party | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of ownership by noncontrolling owner | 5% | 5% | 5% | |||||||
Percentage of ownership held in third party | 5% | 5% | 5% | |||||||
Paragon and Parapyre Holding LLC | Ownership Interest | Maximum | Related Party | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of ownership by noncontrolling owner | 5% |
Related Party Transactions - Ex
Related Party Transactions - Expenses related to Related Party which were Settled in Cash (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party | Reimbursable Costs Under Paragon Agreement | Research and Development Expense | ||||
Related Party Transaction [Line Items] | ||||
Reimbursable costs | $ 16.7 | $ 0 | $ 17.9 | $ 0 |
Related Party Transactions - Re
Related Party Transactions - Related Party Accounts Payable (Details) - Related Party - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Accounts payable | $ 19.8 | $ 0 |
Reimbursable Costs Under Paragon Agreement | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 16.8 | 0 |
Parapyre Option Obligation | ||
Related Party Transaction [Line Items] | ||
Accounts payable | $ 3 | $ 0 |
Asset Acquisition - Narrative (
Asset Acquisition - Narrative (Details) $ / shares in Units, $ in Thousands | Jun. 22, 2023 USD ($) $ / shares shares |
Asset Acquisition [Line Items] | |
Cost to acquire asset | $ | $ 113,200 |
Spyre Therapeutics, Inc. | |
Asset Acquisition [Line Items] | |
Cost to acquire asset | $ | $ 113,176 |
Asset acquisition consideration transferred issuable shares of common stock on an as-converted basis | 14,595,480 |
Spyre 2023 Equity Incentive Plan | Spyre Therapeutics, Inc. | |
Asset Acquisition [Line Items] | |
Number of outstanding and unexercised stock options to purchase (in shares) | 2,734 |
Series A Non Voting Convertible Preferred Stock | Spyre Therapeutics, Inc. | |
Asset Acquisition [Line Items] | |
Number of shares transferred as equity interest in asset acquisition | 364,887 |
Shares issued, price per share (in dollars per share) | $ / shares | $ 291.08 |
Common Stock | Spyre Therapeutics, Inc. | |
Asset Acquisition [Line Items] | |
Number of shares transferred as equity interest in asset acquisition | 517,809 |
Shares issued, price per share (in dollars per share) | $ / shares | $ 7.277 |
Asset Acquisition - Asset Acqui
Asset Acquisition - Asset Acquisition Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 22, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Asset Acquisition [Line Items] | |||||
Acquired in-process research and development | $ (298) | $ 0 | $ 130,188 | $ 0 | |
Cash acquired | $ 3,035 | $ 0 | |||
Cost to acquire asset | $ 113,200 | ||||
Spyre Therapeutics, Inc. | |||||
Asset Acquisition [Line Items] | |||||
Consideration transferred in Series A Preferred Stock and common stock | 109,979 | ||||
Transaction costs incurred by Aeglea | 3,197 | ||||
Acquired in-process research and development | 130,188 | ||||
Cash acquired | 3,035 | ||||
Assumed liabilities | (20,000) | ||||
Cost to acquire asset | $ 113,176 |
Paragon Agreement (Details)
Paragon Agreement (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jul. 12, 2023 | Jun. 22, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | May 31, 2023 | |
Paragon Therapeutics Inc | |||||
Related Party Transaction [Line Items] | |||||
Milestone payments | $ 20 | $ 20 | |||
Parapyre Option Obligation | |||||
Related Party Transaction [Line Items] | |||||
Percentage of annual equity grant of options | 1% | 1% | |||
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Nonrefundable research initiation fee for one program paid in cash | $ 0.8 | ||||
Related Party | Paragon Agreement | |||||
Related Party Transaction [Line Items] | |||||
Research initiation fees | 3 | ||||
Related party expenses incurred prior to asset acquisition | 19 | ||||
Reimbursable research costs | 16 | ||||
Related party expenses unpaid prior to asset acquisition | $ 19 | ||||
Percentage of annual equity grant of options | 1% | 1% | |||
Related Party | SPY001 License Agreement | |||||
Related Party Transaction [Line Items] | |||||
Nomination fee | $ 1.5 | ||||
First milestone payment | 2.5 | ||||
Related Party | SPY001 License Agreement | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Contingent obligation based on milestones | $ 22 | ||||
Related Party | Stock Compensation And Research And Development Expense | |||||
Related Party Transaction [Line Items] | |||||
Amount of related party transaction | $ 19.4 | $ 20.8 |
Series A Non-Voting Convertib_2
Series A Non-Voting Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Jul. 07, 2023 | Jun. 26, 2023 | Jun. 22, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | |
Class Of Stock [Line Items] | |||||
Issuance of Series A non-voting convertible preferred stock (in shares) | 365,000 | 721,000 | |||
Series A Non Voting Convertible Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Preferred stock issued and outstanding percentage | 30% | ||||
Preferred stock, redemption value | $ 532,300 | ||||
Preferred stock, redemption per share (in dollars per share) | $ 12.25 | ||||
Conversion basis | 40 | ||||
Issuance of Series A non-voting convertible preferred stock (in shares) | 721,452 | ||||
Issuance of Series A non-voting convertible preferred stock | $ 189,700 | $ 197,300 | $ 189,741 | $ 197,323 | |
Series A Non Voting Convertible Preferred Stock | Asset Acquisition | |||||
Class Of Stock [Line Items] | |||||
Number of shares transferred as equity interest in asset acquisition | 364,887 | ||||
Series A Non Voting Convertible Preferred Stock | Minimum | |||||
Class Of Stock [Line Items] | |||||
Beneficially holders owned percentage | 0% | ||||
Series A Non Voting Convertible Preferred Stock | Maximum | |||||
Class Of Stock [Line Items] | |||||
Beneficially holders owned percentage | 19.99% | ||||
Series A Non Voting Convertible Preferred Stock | Private Placement | |||||
Class Of Stock [Line Items] | |||||
Gross proceeds received in private placement | $ 210,000 |
Liabilities, Convertible Pref_3
Liabilities, Convertible Preferred Stock and Stockholders' (Deficit) Equity - Pre-funded Warrants for Common Stock Issued and Outstanding (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | May 31, 2022 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price (in dollars per share) | $ 0.0025 | $ 0.0025 | |
Pre-funded Warrants | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Warrants Outstanding (in shares) | 250,000 | 1,155,663 | |
Pre-funded Warrants | February 8, 2019 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price (in dollars per share) | $ 0.0025 | ||
Number of Warrants Outstanding (in shares) | 0 | ||
Pre-funded Warrants | April 30, 2020 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price (in dollars per share) | $ 0.0025 | ||
Number of Warrants Outstanding (in shares) | 0 | ||
Pre-funded Warrants | May 20, 2022 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Exercise Price (in dollars per share) | $ 0.0025 | ||
Number of Warrants Outstanding (in shares) | 250,000 |
Liabilities, Convertible Pref_4
Liabilities, Convertible Preferred Stock and Stockholders' (Deficit) Equity - Stock Awards Granted (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |||||
Grants (in shares) | 1,044,667 | 50,806 | 3,867,366 | 153,686 | 235,199 |
Weighted Average Grant Date Fair Value (in dollars per share) | $ 14.5 | $ 16.75 | $ 9.65 | $ 52.5 | $ 45 |
Liabilities, Convertible Pref_5
Liabilities, Convertible Preferred Stock and Stockholders' (Deficit) Equity - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 39 Months Ended | 40 Months Ended | ||||||||||||||||||||||
Dec. 31, 2023 | Sep. 29, 2023 | Jun. 22, 2023 | Feb. 28, 2023 | Nov. 30, 2022 | May 31, 2022 | Jul. 31, 2020 | Apr. 30, 2020 | Feb. 28, 2019 | Oct. 31, 2018 | Jun. 30, 2018 | Feb. 28, 2018 | Apr. 30, 2016 | Mar. 31, 2015 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2016 | Sep. 30, 2023 | May 31, 2022 | Jan. 01, 2023 | Jan. 01, 2022 | Jan. 01, 2021 | Jan. 01, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Outstanding option awards | 405,081 | 264,303 | ||||||||||||||||||||||||||
Options granted (in shares) | 1,044,667 | 50,806 | 3,867,366 | 153,686 | 235,199 | |||||||||||||||||||||||
Tax benefits recognized | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||||
Expected dividend yield | 0% | 0% | 0% | |||||||||||||||||||||||||
Warrants to purchase shares (in shares) | 694,892 | 694,892 | ||||||||||||||||||||||||||
Offering price of warrant (in dollars per share) | $ 39.9975 | $ 39.9975 | ||||||||||||||||||||||||||
Exercise price per warrant (in dollars per share) | $ 0.0025 | $ 0.0025 | $ 0.0025 | |||||||||||||||||||||||||
Net proceeds from sale of common stock | $ 42,900,000 | $ 129,000,000 | $ 64,500,000 | |||||||||||||||||||||||||
Placement agent fees and offering costs | $ 2,100,000 | |||||||||||||||||||||||||||
Maximum ownership percentage of common stock shares for outstanding warrants to be exercised | 4.99% | |||||||||||||||||||||||||||
Ownership percentage for outstanding warrants to purchase shares of common stock to be exercised to certain holders | 9.99% | 9.99% | ||||||||||||||||||||||||||
Revised ownership percentage, period to take effect after notice | 61 days | |||||||||||||||||||||||||||
Stock-based compensation expense | $ 4,785,000 | $ 1,565,000 | $ 8,405,000 | $ 5,684,000 | ||||||||||||||||||||||||
Stock-based compensation | $ 8,405,000 | $ 5,684,000 | $ 7,111,000 | $ 8,038,000 | $ 6,256,000 | |||||||||||||||||||||||
Employees and Non-Employees | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Unamortized expense | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||||
Stock Options | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Weighted-average grant date fair value | $ 45 | $ 124 | $ 117 | |||||||||||||||||||||||||
Intrinsic value of options exercised | $ 0 | $ 700,000 | $ 400,000 | |||||||||||||||||||||||||
Unrecognized stock-based compensation expense for options | $ 11,600,000 | |||||||||||||||||||||||||||
Weighted average period over which unrecognized compensation is expected to be recognized | 1 year 7 months 6 days | |||||||||||||||||||||||||||
Stock Options | Non-Employees | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Number of shares issued | 0 | 0 | 0 | |||||||||||||||||||||||||
Stock option vested | 0 | 0 | 66 | |||||||||||||||||||||||||
Non-Qualified Stock Options | New Chief Executive Officer | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Options granted (in shares) | 75,393,000,000 | |||||||||||||||||||||||||||
Vesting period of first 25% of options granted | 1 year | |||||||||||||||||||||||||||
Vesting period of remaining 75% of options granted | 48 months | |||||||||||||||||||||||||||
Options granted exercisable period | 10 years | |||||||||||||||||||||||||||
Restricted Common Stock | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Equity instruments other than options, granted (in shares) | 0 | 0 | 9,128 | |||||||||||||||||||||||||
Unrecognized stock-based compensation expense | $ 1,200,000 | |||||||||||||||||||||||||||
Restricted Common Stock | Non-Employees | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Equity instruments other than options, granted (in shares) | 0 | 0 | 0 | |||||||||||||||||||||||||
Maximum | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Warrants to purchase shares (in shares) | 694,892 | 694,892 | ||||||||||||||||||||||||||
Maximum ownership percentage of common stock shares for outstanding warrants to be exercised | 19.99% | |||||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Number of shares issued | 430,107 | |||||||||||||||||||||||||||
Public offering price (in dollars per share) | $ 40 | $ 40 | ||||||||||||||||||||||||||
2015 Equity Incentive Plan | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Grantees with more than five years vesting term, percent | 10% | |||||||||||||||||||||||||||
Maximum vesting term for more than ten percent grantees | 5 years | |||||||||||||||||||||||||||
Number of common stock to option outstanding | 3,785 | |||||||||||||||||||||||||||
Number of common stock available for issuance | 20,394 | |||||||||||||||||||||||||||
2015 Equity Incentive Plan | Minimum | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Percentage of market value of common stock | 100% | |||||||||||||||||||||||||||
2015 Equity Incentive Plan | Maximum | Stock option | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-based payment award, term | 10 years | |||||||||||||||||||||||||||
2016 Equity Incentive Plan | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Initial reserves of common stock | 44,000 | |||||||||||||||||||||||||||
Increase in number of shares of common stock reserved for issuance | 70,384 | |||||||||||||||||||||||||||
Share based compensation plan expiration date | Aug. 07, 2028 | |||||||||||||||||||||||||||
Annual percentage of additional shares | 4% | 4% | ||||||||||||||||||||||||||
Additional number of shares available for issuance | 104,560 | 78,968 | 76,734 | 46,535 | ||||||||||||||||||||||||
Common stock available for future issuance (in shares) | 293,497 | 293,497 | 432,725 | 293,497 | ||||||||||||||||||||||||
Outstanding option awards | 319,122 | |||||||||||||||||||||||||||
Expected dividend yield | 0% | 0% | 0% | 0% | ||||||||||||||||||||||||
Stock options granted to certain members of board of directors, contingent on stockholder approval (in shares) | 2,720,033 | |||||||||||||||||||||||||||
Expense on contingent awards | $ 0 | |||||||||||||||||||||||||||
2016 Equity Incentive Plan | Restricted Common Stock | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Equity instruments other than options, granted (in shares) | 9,128 | |||||||||||||||||||||||||||
Equity instruments other than options, vested (in shares) | 0 | |||||||||||||||||||||||||||
Stock-based compensation expense | $ 0 | |||||||||||||||||||||||||||
2018 Equity Inducement Plan | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-based payment award, term | 10 years | |||||||||||||||||||||||||||
Initial reserves of common stock | 44,000 | |||||||||||||||||||||||||||
Common stock available for future issuance (in shares) | 44,000 | |||||||||||||||||||||||||||
Outstanding option awards | 12,440 | |||||||||||||||||||||||||||
Awards granted, vesting period | 4 years | |||||||||||||||||||||||||||
Options granted (in shares) | 3,583,880 | |||||||||||||||||||||||||||
Additional number of shares available for grant | 2,800,000 | |||||||||||||||||||||||||||
2018 Plan, 2016 Plan and 2015 Plan | Service-based Awards | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-based payment award, term | 10 years | |||||||||||||||||||||||||||
Awards granted, vesting period | 4 years | |||||||||||||||||||||||||||
2018 Plan, 2016 Plan and 2015 Plan | Maximum | Service-based Awards | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Awards granted, vesting period | 4 years | |||||||||||||||||||||||||||
2016 Employee Stock Purchase Plan | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Additional number of shares available for issuance | 19,742 | 19,183 | 11,633 | |||||||||||||||||||||||||
Common stock available for future issuance (in shares) | 6,600 | 48,665 | ||||||||||||||||||||||||||
Percentage of discount through payroll deductions to eligible employees to purchase common stock | 15% | |||||||||||||||||||||||||||
Percentage of fair market value of common stock | 85% | |||||||||||||||||||||||||||
Additional annual percentage increase of common stock | 1% | |||||||||||||||||||||||||||
Number of shares issued | 2,496 | 6,073 | ||||||||||||||||||||||||||
Expected dividend yield | 0% | 0% | 0% | 0% | 0% | 0% | 0% | |||||||||||||||||||||
Aggregate cash proceeds from sale of shares | $ 100,000 | $ 200,000 | ||||||||||||||||||||||||||
2016 Employee Stock Purchase Plan | Maximum | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Maximum purchase value per employee under employee stock purchase plan | $ 25,000 | |||||||||||||||||||||||||||
Maximum number of shares purchased under employee stock purchase plan | 80 | |||||||||||||||||||||||||||
2016 Employee Stock Purchase Plan | Maximum | Subsequent Event | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Maximum number of shares purchased under employee stock purchase plan | 400 | |||||||||||||||||||||||||||
Spyre 2023 Equity Incentive Plan | Asset Acquisition | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Number of outstanding and unexercised stock options to purchase (in shares) | 2,734 | |||||||||||||||||||||||||||
Parapyre Option Obligation | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-based payment award, term | 10 years | |||||||||||||||||||||||||||
Annual percentage of additional shares | 1% | |||||||||||||||||||||||||||
Unamortized expense | $ 2,100,000 | 2,100,000 | $ 2,100,000 | |||||||||||||||||||||||||
Fair value of contingent consideration assumed | $ 100,000 | |||||||||||||||||||||||||||
Stock-based compensation | $ 2,700,000 | $ 0 | $ 2,900,000 | $ 0 | ||||||||||||||||||||||||
Parapyre Option Obligation | Subsequent Event | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Share-based payment award, term | 10 years | |||||||||||||||||||||||||||
Parapyre Option Obligation | Forecast | ||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||||||||||||
Pro-rated estimated fair value of options | $ 3,000,000 |
Liabilities, Convertible Pref_6
Liabilities, Convertible Preferred Stock and Stockholders' (Deficit) Equity - Summary of Employee and Non-Employee Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||||
Shares Issuable Under Options, Outstanding, Beginning balance | 405,081 | 264,303 | 264,303 | |||
Shares Issuable Under Options, Granted | 1,044,667 | 50,806 | 3,867,366 | 153,686 | 235,199 | |
Shares Issuable Under Options, Exercised | 0 | |||||
Shares Issuable Under Options, Forfeited | (94,421) | |||||
Shares Issuable Under Options, Outstanding, Ending balance | 405,081 | 264,303 | ||||
Shares Issuable Under Options, Options vested and expected to vest | 397,772 | |||||
Shares Issuable Under Options, Options exercisable | 163,450 | |||||
Weighted Average Exercise Price, Outstanding Beginning balance | $ 113.75 | $ 189 | $ 189 | |||
Weighted Average Exercise Price, Granted | $ 14.5 | $ 16.75 | $ 9.65 | $ 52.5 | 45 | |
Weighted Average Exercise Price, Exercised | 0 | |||||
Weighted Average Exercise Price, Forfeited | 153.5 | |||||
Weighted Average Exercise Price, Outstanding Ending balance | 113.75 | $ 189 | ||||
Weighted Average Exercise Price, Options vested and expected to vest | 112.5 | |||||
Weighted Average Exercise Price, Options exercisable | $ 171 | |||||
Weighted Average Remaining Contractual Term, Outstanding | 6 years 8 months 19 days | 7 years 10 months 24 days | ||||
Weighted Average Remaining Contractual Term, Options vested and expected to vest | 6 years 9 months 10 days | |||||
Weighted Average Remaining Contractual Term, Options exercisable | 4 years 11 months 4 days | |||||
Aggregate Intrinsic Value, Outstanding | $ 2 | $ 328 | ||||
Aggregate Intrinsic Value, Options vested and expected to vest | 2 | |||||
Aggregate Intrinsic Value, Options exercisable | $ 0 |
Liabilities, Convertible Pref_7
Liabilities, Convertible Preferred Stock and Stockholders' (Deficit) Equity - Summary of Employee Restricted Stock Activity (Details) - Restricted Common Stock - Employees | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Unvested restricted common stock, Beginning balance | shares | 7,600 |
Shares, Granted | shares | 0 |
Shares, Vested | shares | 0 |
Shares, Forfeited | shares | (1,940) |
Shares, Unvested restricted common stock, Ending balance | shares | 5,660 |
Weighted Average Grant Date Fair Value, Unvested restricted common stock, Beginning balance | $ / shares | $ 203.25 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 203.25 |
Weighted Average Grant Date Fair Value, Unvested restricted common stock, Ending balance | $ / shares | $ 203.25 |
Liabilities, Convertible Pref_8
Liabilities, Convertible Preferred Stock and Stockholders' (Deficit) Equity - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | |||||||
Total stock-based compensation expense | $ 4,785 | $ 1,565 | $ 8,405 | $ 5,684 | |||
Research and Development | |||||||
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | |||||||
Total stock-based compensation expense | 2,965 | 639 | 4,136 | 2,031 | |||
General and Administrative | |||||||
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | |||||||
Total stock-based compensation expense | $ 1,820 | $ 926 | $ 4,269 | $ 3,653 | |||
2018 Equity Inducement Plan and 2016 Employee Stock Purchase Plan | Employees | |||||||
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | |||||||
Total stock-based compensation expense | $ 7,111 | $ 8,038 | $ 6,220 | ||||
2018 Equity Inducement Plan and 2016 Employee Stock Purchase Plan | Non-Employees | |||||||
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | |||||||
Total stock-based compensation expense | 0 | 0 | 36 | ||||
2018 Equity Inducement Plan and 2016 Employee Stock Purchase Plan | Research and Development | Employees | |||||||
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | |||||||
Total stock-based compensation expense | 2,591 | 2,723 | 2,168 | ||||
2018 Equity Inducement Plan and 2016 Employee Stock Purchase Plan | Research and Development | Non-Employees | |||||||
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | |||||||
Total stock-based compensation expense | 0 | 0 | 36 | ||||
2018 Equity Inducement Plan and 2016 Employee Stock Purchase Plan | General and Administrative | Employees | |||||||
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | |||||||
Total stock-based compensation expense | 4,520 | 5,315 | 4,052 | ||||
2018 Equity Inducement Plan and 2016 Employee Stock Purchase Plan | General and Administrative | Non-Employees | |||||||
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | |||||||
Total stock-based compensation expense | $ 0 | $ 0 | $ 0 |
Liabilities, Convertible Pref_9
Liabilities, Convertible Preferred Stock and Stockholders' (Deficit) Equity - Assumptions used to Estimate the Fair Value of Stock Options Granted (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | |||||||
Dividend yield | 0% | 0% | 0% | ||||
Stock Options Granted | |||||||
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | |||||||
Expected term (in years) | 6 years | 5 years 11 months 26 days | 6 years 1 month 6 days | ||||
Expected volatility | 84% | 83% | 76% | ||||
Risk-free interest | 2.93% | 0.88% | 1.06% | ||||
Dividend yield | 0% | 0% | 0% | ||||
2016 ESPP | |||||||
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | |||||||
Expected term (in years) | 6 months | 6 months | 5 months 26 days | 5 months 26 days | 5 months 26 days | 6 months | 6 months |
Expected volatility | 222% | 95% | 181% | 84% | 84% | 86% | 76% |
Risk-free interest | 5.29% | 3.26% | 4.99% | 1.95% | 1.95% | 0.08% | 0.75% |
Dividend yield | 0% | 0% | 0% | 0% | 0% | 0% | 0% |
2016 Plan | |||||||
Employee Service Share Based Compensation Allocation of Recognized Period Costs [Line Items] | |||||||
Expected term (in years) | 6 years 29 days | 6 years 7 days | 6 years 14 days | 5 years 11 months 15 days | |||
Expected volatility | 101% | 85% | 111% | 83% | |||
Risk-free interest | 4.28% | 3.16% | 4.07% | 2.43% | |||
Dividend yield | 0% | 0% | 0% | 0% |
Strategic License Agreements -
Strategic License Agreements - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Mar. 21, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jul. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Jan. 31, 2017 USD ($) LICENSEAGREEMENT | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / LICENSEAGREEMENT $ / shares | Dec. 31, 2022 USD ($) $ / LICENSEAGREEMENT € / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Revenue recognized | $ 0 | $ 174,000 | $ 886,000 | $ 2,161,000 | $ 2,329,000 | $ 18,739,000 | $ 0 | |||||||
Deferred revenue | 0 | 0 | 2,696,000 | $ 2,696,000 | ||||||||||
Contract liabilities | 2,696,000 | 2,696,000 | 3,576,000 | 0 | ||||||||||
Contract assets | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Current deferred revenue | 0 | 0 | 517,000 | 517,000 | 2,359,000 | |||||||||
Number of license agreements | LICENSEAGREEMENT | 1 | |||||||||||||
License | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Revenue recognized | 0 | 12,000,000 | 0 | |||||||||||
Immedica Pharma AB | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Non refundable payment received | $ 21,500,000 | $ 21,500,000 | ||||||||||||
Percentage of payment for cost incurred in PIP trial | 50% | |||||||||||||
Rate of revenue share | 25% | |||||||||||||
Reimbursement | $ 3,000,000 | |||||||||||||
Upfront payment | $ 21,500,000 | $ 21,500,000 | ||||||||||||
Estimated amount incurred | 3,600,000 | |||||||||||||
Transaction price | 25,100,000 | |||||||||||||
Allocation price net | 12,000,000 | 12,000,000 | ||||||||||||
Deferred revenue | 3,600,000 | 3,600,000 | ||||||||||||
Contract liabilities | 0 | 0 | 2,400,000 | 2,400,000 | ||||||||||
License and supply agreement date | Mar. 21, 2021 | |||||||||||||
Additional upfront payment to be received | 120,800,000 | |||||||||||||
Total deferred revenue | 2,700,000 | 2,700,000 | 3,600,000 | |||||||||||
Current deferred revenue | 500,000 | $ 500,000 | 2,400,000 | |||||||||||
Immedica Pharma AB | License | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Full reimbursement of costs included in upfront fixed payment received | $ 1,800,000 | |||||||||||||
Immedica Pharma AB | PEACE Trial and BLA Package | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Allocated amount of transaction price | 9,600,000 | 9,600,000 | ||||||||||||
Revenue recognized | $ 200,000 | $ 2,200,000 | $ 2,300,000 | 6,700,000 | ||||||||||
Immedica Pharma AB | PIP Trial | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Allocated amount of transaction price | $ 3,500,000 | $ 3,500,000 | ||||||||||||
Immedica Pharma AB | License Agreements | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Revenue recognized | $ 12,000,000 | $ 12,000,000 | 12,000,000 | 0 | ||||||||||
Immedica Pharma AB | Peace Phase 3 Trial and Drug Supply | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Revenue recognized | $ 0 | $ 900,000 | ||||||||||||
Immedica Pharma AB | Maximum | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Percentage of payment for cost incurred in PIP trial | 50% | |||||||||||||
Costs incurred in performing PIP Trial | $ 1,800,000 | $ 1,800,000 | ||||||||||||
Milestone payments exchange rate | € / shares | $ 1 | |||||||||||||
Immedica Pharma AB | Minimum | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Milestone payments exchange rate | $ / shares | $ 1.07 | |||||||||||||
University of Texas at Austin | License Agreements | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Research agreement date | 2013-12 | |||||||||||||
Number of license agreements | $ / LICENSEAGREEMENT | 2 | 2 | ||||||||||||
Maximum future contingent license payment | $ 6,400,000 | |||||||||||||
Aggregate potential milestone payments for receipt of regulatory approval | 5,000,000 | |||||||||||||
Aggregate potential milestone payments for final regulatory approval of second indication | $ 500,000 | |||||||||||||
Milestone payments | $ 100,000 | |||||||||||||
Annual license fees paid | $ 100,000 | $ 100,000 | ||||||||||||
University of Texas at Austin | Maximum | License Agreements | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Rate of revenue share | 25% | |||||||||||||
University of Texas at Austin | Minimum | License Agreements | ||||||||||||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | ||||||||||||||
Rate of revenue share | 6.50% |
Strategic License Agreements _2
Strategic License Agreements - Changes in Contract Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Change in Contract with Customer, Liability [Abstract] | ||
Beginning balance | $ 2,696 | |
Additions | 575 | |
Deductions | (3,271) | |
Ending balance | 0 | $ 2,696 |
Beginning Balance | $ 2,696 | 3,576 |
Additions | 1,449 | |
Deductions | (2,329) | |
Ending Balance | $ 2,696 |
Sale of Pegzilarginase to Imm_2
Sale of Pegzilarginase to Immedica (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jul. 27, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of intangible assets | $ 15,000 | $ 0 | |||
Gain recognized within operating expenses | $ 14,609 | $ 0 | $ 14,609 | $ 0 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Global Rights To Pegzilarginase | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of intangible assets | $ 15,000 | ||||
Contingent consideration | 100,000 | ||||
Carrying value of assets | 0 | ||||
Gain recognized within operating expenses | $ 14,600 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan, contribution amount | $ 0.6 | $ 0.6 | $ 0.5 |
Income Taxes - Income (Loss) Be
Income Taxes - Income (Loss) Before Income Tax Expense by Jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (84,113) | $ (65,940) | $ (80,893) |
Foreign | 162 | 280 | 0 |
Loss before income tax expense | $ (83,951) | $ (65,660) | $ (80,893) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | |||||||
Provision or benefit from income taxes | $ 3,000 | $ (209,000) | $ (26,000) | $ (174,000) | $ (136,000) | $ 141,000 | $ 0 |
Increase in valuation primarily due to operation losses | 20,600,000 | 16,900,000 | $ 20,700,000 | ||||
Net operating loss carryforwards | $ 328,200,000 | 307,300,000 | |||||
Percentage of net operating loss utilized to offset taxable income | 80% | ||||||
Net operating loss and tax credit carryforwards | $ 58,400,000 | 21,900,000 | |||||
Unrecognized Tax Benefits | $ 0 | 0 | |||||
Earliest Tax Year | |||||||
Income Taxes [Line Items] | |||||||
Net operating loss carryforwards, expiration year | 2033 | ||||||
Tax credit carryforwards, expiration year | 2033 | ||||||
U.S | |||||||
Income Taxes [Line Items] | |||||||
Tax credit carryforwards | $ 21,900,000 | 18,600,000 | |||||
State | |||||||
Income Taxes [Line Items] | |||||||
Tax credit carryforwards | 1,600,000 | 1,000,000 | |||||
Foreign subsidiaries | |||||||
Income Taxes [Line Items] | |||||||
Provision or benefit from income taxes | $ 100,000 | $ 100,000 |
Income Taxes - Summary of Diffe
Income Taxes - Summary of Difference Between Provision for Income Taxes and Amounts Computed by Applying Statutory Federal Income Tax Rate to Income Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | |||||||
Tax provision derived by applying the federal statutory rate to income before income taxes | $ (17,630) | $ (13,789) | $ (16,988) | ||||
Permanent differences and other | 1,042 | 1,002 | 482 | ||||
Effect of tax rate on foreign jurisdiction | 42 | (5) | 0 | ||||
Change in the valuation allowance | 20,609 | 16,900 | 20,662 | ||||
Income tax (benefit) expense | $ 3 | $ (209) | $ (26) | $ (174) | (136) | 141 | 0 |
Federal Tax Credits | |||||||
Income Taxes [Line Items] | |||||||
Tax credits | (3,559) | (3,815) | (3,905) | ||||
State Tax Credits | |||||||
Income Taxes [Line Items] | |||||||
Tax credits | $ (640) | $ (152) | $ (251) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Net operating loss carryforward | $ 68,917 | $ 64,531 |
Intangible assets | 11,149 | 57 |
Deferred revenue | 566 | 0 |
Accrued expense | 668 | 846 |
Stock-based compensation | 3,293 | 2,767 |
Other | 190 | 220 |
Total deferred tax assets | 108,328 | 87,991 |
Deferred tax liabilities | ||
Depreciable assets | (676) | (948) |
Total deferred tax liabilities | (676) | (948) |
Less: Valuation allowance | (107,652) | (87,043) |
Deferred tax assets, net | 0 | 0 |
Federal Tax Credits | ||
Deferred tax assets | ||
Tax credits | 21,914 | 18,579 |
State Tax Credits | ||
Deferred tax assets | ||
Tax credits | $ 1,631 | $ 991 |
Net Loss Per Share - Weighted-A
Net Loss Per Share - Weighted-Average Equity Instruments Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options to purchase common stock | |||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||||
Antidilutive securities excluded from computation of earnings per share | 3,135,672 | 351,533 | 1,426,224 | 335,395 | 346,331 | 264,858 | 201,977 |
Unvested restricted stock units | |||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||||
Antidilutive securities excluded from computation of earnings per share | 0 | 6,000 | 252 | 7,315 | 6,982 | 7,975 | 4,239 |
Series A Preferred Stock (on an as-converted basis) | |||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||||
Antidilutive securities excluded from computation of earnings per share | 42,501,681 | 0 | 14,851,447 | 0 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Reconciliation of Basic and Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||||||
Weighted average common shares | 2,307,668 | 1,956,933 | 1,608,952 | ||||
Weighted average pre-funded warrants | 1,063,563 | 672,851 | 525,917 | ||||
Total basic weighed average shares | 4,293,812 | 3,767,918 | 3,961,546 | 3,222,987 | 3,371,231 | 2,629,784 | 2,134,869 |
Total diluted weighed average shares | 4,293,812 | 3,767,918 | 3,961,546 | 3,222,987 | 3,371,231 | 2,629,784 | 2,134,869 |
Reverse Stock Split - Additiona
Reverse Stock Split - Additional Information (Details) | Sep. 08, 2023 shares |
Class of Stock [Line Items] | |
Stockholders' equity, reverse stock split | 1-for-25 |
Stock Issued During Period, Shares, Reverse Stock Splits | 25 |
Restructuring Charges - Narrati
Restructuring Charges - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 07, 2023 | |
Restructuring Cost and Reserve [Line Items] | |||||
Employee workforce, termination percentage | 83% | 83% | |||
Cash severance payments and other employee-related costs | $ 6,400 | ||||
Cash payments for employee related restructuring charges | 4,500 | ||||
Non-cash stock-based compensation expense related to accelerated vesting of stock-based awards | 1,000 | ||||
Total consideration from disposal of long lived assets | $ 500 | ||||
Loss on disposal of long-lived assets | $ 915 | $ 0 | |||
Termination fee amount | $ 2,000 | ||||
Lease asset impairment | 900 | ||||
Impairment on leasehold improvements | 1,700 | ||||
Research and Development Expense | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Loss on disposal of long-lived assets | 700 | ||||
General and administrative | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Loss on disposal of long-lived assets | $ 200 |
Restructuring Charges - Changes
Restructuring Charges - Changes in Accrued Restructuring Balance (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Payments | $ (4,500) |
Severance Liability | |
Restructuring Cost and Reserve [Line Items] | |
Beginning balance | 0 |
Charges | 6,448 |
Payments | (4,527) |
Ending balance | $ 1,921 |
Restructuring Charges - Charges
Restructuring Charges - Charges Related to the Restructuring Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||||
Severance Related Expenses | $ 6,400 | ||||
Stock-based compensation expense | $ 4,785 | $ 1,565 | 8,405 | $ 5,684 | |
Loss on Disposal of Long Lived Assets | 915 | 0 | |||
Lease Asset Impairment | $ 900 | ||||
Research and Development Expense | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Stock-based compensation expense | 2,965 | 639 | 4,136 | 2,031 | |
Loss on Disposal of Long Lived Assets | 700 | ||||
General and administrative | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Stock-based compensation expense | $ 1,820 | $ 926 | $ 4,269 | $ 3,653 | |
Loss on Disposal of Long Lived Assets | 200 | ||||
Restructuring Activities | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance Related Expenses | 6,448 | ||||
Stock-based compensation expense | 993 | ||||
Loss on Disposal of Long Lived Assets | 931 | ||||
Lease Asset Impairment | 2,580 | ||||
Total Restructuring Costs | 10,952 | ||||
Restructuring Activities | Research and Development Expense | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance Related Expenses | 3,182 | ||||
Stock-based compensation expense | 123 | ||||
Loss on Disposal of Long Lived Assets | 749 | ||||
Lease Asset Impairment | 1,405 | ||||
Total Restructuring Costs | 5,459 | ||||
Restructuring Activities | General and administrative | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance Related Expenses | 3,266 | ||||
Stock-based compensation expense | 870 | ||||
Loss on Disposal of Long Lived Assets | 182 | ||||
Lease Asset Impairment | 1,175 | ||||
Total Restructuring Costs | $ 5,493 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - $ / shares | Sep. 29, 2023 | Sep. 08, 2023 | Jul. 07, 2023 | Jun. 22, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Stockholders' equity, reverse stock split | 1-for-25 | ||||||
Reduction in the total number of authorized shares | 25 | ||||||
Parapyre Option Obligation | |||||||
Subsequent Event [Line Items] | |||||||
Share-based payment award, term | 10 years | ||||||
Spyre Therapeutics, Inc. | Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares transferred as equity interest in asset acquisition | 517,809 | ||||||
Spyre Therapeutics, Inc. | Series A Non Voting Convertible Preferred Stock | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares transferred as equity interest in asset acquisition | 364,887 | ||||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, par value | $ 0.0001 | ||||||
Stockholders' equity, reverse stock split | 1-for-25 | ||||||
Subsequent Event | Parapyre Option Obligation | |||||||
Subsequent Event [Line Items] | |||||||
Share-based payment award, term | 10 years | ||||||
Subsequent Event | Maximum | |||||||
Subsequent Event [Line Items] | |||||||
Reduction in the total number of authorized shares | 500,000,000 | ||||||
Subsequent Event | Minimum | |||||||
Subsequent Event [Line Items] | |||||||
Reduction in the total number of authorized shares | 20,000,000 | ||||||
Subsequent Event | Spyre Therapeutics, Inc. | Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares transferred as equity interest in asset acquisition | 517,809 | ||||||
Subsequent Event | Spyre Therapeutics, Inc. | Series A Non Voting Convertible Preferred Stock | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares transferred as equity interest in asset acquisition | 364,887 |
Novation of Manufacturing Agr_2
Novation of Manufacturing Agreements (Details) | 1 Months Ended |
Apr. 30, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Right to terminate agreement or work order, prior written notice period | 30 days |
Right to terminate work order, reasonable cause, prior written notice period | 6 months |
Right to terminate work order by counterparty, reasonable cause, termination amount payable | $ 0 |
Right to terminate work order, material breach, uncured period | 30 days |
Right to terminate work order, unusual or infrequent cause, period | 90 days |
Non-refundable license fee amount | $ 200,000 |
Royalty percentage (less than) | 1% |
Right to terminate agreement, prior written notice period | 6 months |
Right to terminate agreement by counterparty, material breach, uncured period | 60 days |
Right to terminate agreement by counterparty, payments not received, period | 30 days |